Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 14, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | BWMN | |
Entity Registrant Name | BOWMAN CONSULTING GROUP LTD. | |
Entity Central Index Key | 0001847590 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 13,518,842 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Title of 12(b) Security | Common Stock, $0.01 par value | |
Security Exchange Name | NASDAQ | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Entity File Number | 001-40371 | |
Entity Tax Identification Number | 54-1762351 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 12355 Sunrise Valley Drive | |
Entity Address, Address Line Two | Suite 520 | |
Entity Address, City or Town | Reston | |
Entity Address, State or Province | VA | |
Entity Address, Postal Zip Code | 20191 | |
City Area Code | 703 | |
Local Phone Number | 464-1000 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash and equivalents | $ 23,844,000 | $ 20,619,000 |
Accounts receivable, net | 61,550,000 | 38,491,000 |
Contract assets | 11,772,000 | 9,189,000 |
Notes receivable - officers, employees, affiliates, current portion | 1,162,000 | 1,260,000 |
Prepaid and other current assets | 9,825,000 | 4,850,000 |
Total current assets | 108,153,000 | 74,409,000 |
Non-Current Assets | ||
Property and equipment, net | 22,683,000 | 20,202,000 |
Goodwill | 55,264,000 | 28,471,000 |
Notes receivable | 903,000 | 903,000 |
Notes receivable - officers, employees, affiliates, less current portion | 1,183,000 | 1,218,000 |
Other intangible assets, net | 15,734,000 | 12,286,000 |
Other assets | 809,000 | 681,000 |
Total Assets | 204,729,000 | 138,170,000 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 28,541,000 | 17,921,000 |
Contract liabilities | 7,689,000 | 4,623,000 |
Notes payable, current portion | 9,843,000 | 4,450,000 |
Deferred rent, current portion | 729,000 | 724,000 |
Capital lease obligation, current portion | 7,473,000 | 5,136,000 |
Total current liabilities | 54,275,000 | 32,854,000 |
Non-Current Liabilities | ||
Other non-current obligations | 522,000 | |
Notes payable, less current portion | 15,807,000 | 8,407,000 |
Deferred rent, less current portion | 3,851,000 | 4,179,000 |
Capital lease obligation, less current portion | 10,021,000 | 10,020,000 |
Deferred tax liability, net | 3,456,000 | 4,290,000 |
Common shares subject to repurchase | 0 | 7,000 |
Total liabilities | 87,932,000 | 59,757,000 |
Shareholders' Equity | ||
Preferred Stock, $0.01 par value; 5,000,000 shares authorized, no shares issued and outstanding | ||
Common stock, $0.01 par value; 30,000,000 shares authorized; 15,723,109 shares issued and 13,384,491 outstanding, and 13,690,868 shares issued and 11,489,579 outstanding, respectively | 157,000 | 137,000 |
Additional paid-in-capital | 156,966,000 | 120,842,000 |
Treasury stock, at cost; 2,338,618 and 2,201,289, respectively | (19,857,000) | (17,488,000) |
Stock subscription notes receivable | (202,000) | (277,000) |
Accumulated deficit | (20,267,000) | (24,801,000) |
Total shareholders' equity | 116,797,000 | 78,413,000 |
TOTAL LIABILITIES AND EQUITY | $ 204,729,000 | $ 138,170,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Statement Of Financial Position [Abstract] | ||
Preferred stock par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 30,000,000 | 30,000,000 |
Common stock, shares issued | 15,723,109 | 13,690,868 |
Common stock, shares outstanding | 13,384,491 | 11,489,579 |
Treasury stock, shares | 2,338,618 | 2,201,289 |
Condensed Consolidated Income S
Condensed Consolidated Income Statements - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Gross Contract Revenue | $ 71,246 | $ 39,715 | $ 186,105 | $ 108,041 |
Contract costs: (exclusive of depreciation and amortization below) | ||||
Direct payroll costs | 27,641 | 15,531 | 73,353 | 42,873 |
Sub-consultants and expenses | 6,343 | 3,967 | 17,086 | 10,967 |
Total contract costs | 33,984 | 19,498 | 90,439 | 53,840 |
Operating Expenses: | ||||
Selling, general and administrative | 31,916 | 18,373 | 82,819 | 48,328 |
Depreciation and amortization | 3,138 | 1,598 | 8,350 | 4,506 |
Gain on sale | (11) | (46) | (44) | (99) |
Total operating expenses | 35,043 | 19,925 | 91,125 | 52,735 |
Income from operations | 2,219 | 292 | 4,541 | 1,466 |
Other expense | 595 | 314 | 2,086 | 706 |
Income (loss) before tax expense | 1,624 | (22) | 2,455 | 760 |
Income tax (benefit) expense | (1,773) | (379) | (2,079) | (139) |
Net income | 3,397 | 357 | 4,534 | 899 |
Earnings allocated to non-vested shares | 504 | 71 | 731 | 165 |
Net income attributable to common shareholders | $ 2,893 | $ 286 | $ 3,803 | $ 734 |
Earnings per share | ||||
Basic | $ 0.26 | $ 0.03 | $ 0.36 | $ 0.10 |
Diluted | $ 0.25 | $ 0.03 | $ 0.34 | $ 0.10 |
Weighted average shares outstanding: | ||||
Basic | 11,304,946 | 8,920,505 | 10,669,221 | 7,003,462 |
Diluted | 11,768,411 | 8,935,274 | 11,129,478 | 7,008,440 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Changes in Shareholders' Equity (Deficit) - USD ($) $ in Thousands | Total | IPO | Common Stock Offering | Common Stock | Common Stock IPO | Common Stock Common Stock Offering | Additional Paid-in Capital | Additional Paid-in Capital IPO | Additional Paid-in Capital Common Stock Offering | Treasury Stock | Stock Subscription Notes Receivable | Accumulated Deficit |
Beginning balance at Dec. 31, 2020 | $ 17,137 | $ 2 | $ 58,866 | $ (16,022) | $ (609) | $ (25,100) | ||||||
Beginning balance, shares at Dec. 31, 2020 | 7,840,244 | (2,095,650) | ||||||||||
Issuance of new common shares | 1,275 | $ 47,104 | $ 1 | $ 38 | 1,274 | $ 47,066 | ||||||
Issuance of new common shares, shares | 96,136 | 3,805,925 | ||||||||||
Purchase of treasury stock | (1,193) | $ 21 | (21) | $ (1,193) | ||||||||
Purchase of treasury stock, shares | (92,765) | |||||||||||
Issuance of new common shares under stock compensation plan | $ 21 | (21) | ||||||||||
Issuance of common shares under stock compensation plan, shares | 1,603,315 | |||||||||||
Issuance of new common shares under employee stock purchase plan | 255 | 255 | ||||||||||
Issuance of new common shares under employee stock purchase plan, shares | 21,915 | |||||||||||
Stock based compensation | 5,361 | 5,361 | ||||||||||
Collection on stock subscription notes receivable | 170 | 170 | ||||||||||
Conversion of common shares subject to repurchase liability to permanent equity | 878 | $ 51 | 827 | |||||||||
Capital reduction related to acquisition | (76) | (76) | ||||||||||
Net Income | 899 | 899 | ||||||||||
Ending balance at Sep. 30, 2021 | 71,810 | $ 134 | 113,531 | $ (17,215) | (439) | (24,201) | ||||||
Ending balance, shares at Sep. 30, 2021 | 13,367,535 | (2,188,415) | ||||||||||
Beginning balance at Jun. 30, 2021 | 68,134 | $ 133 | 110,218 | $ (17,117) | (542) | (24,558) | ||||||
Beginning balance, shares at Jun. 30, 2021 | 13,273,673 | (2,181,428) | ||||||||||
Issuance of new common shares | 428 | 428 | ||||||||||
Issuance of new common shares, shares | 32,143 | |||||||||||
Purchase of treasury stock | (98) | $ (98) | ||||||||||
Purchase of treasury stock, shares | (6,987) | |||||||||||
Issuance of common shares under stock compensation plan, shares | 39,804 | |||||||||||
Issuance of new common shares under employee stock purchase plan | 255 | $ 1 | 254 | |||||||||
Issuance of new common shares under employee stock purchase plan, shares | 21,915 | |||||||||||
Stock based compensation | 2,634 | 2,634 | ||||||||||
Collection on stock subscription notes receivable | 103 | 103 | ||||||||||
Capital reduction related to acquisition | (3) | (3) | ||||||||||
Net Income | 357 | 357 | ||||||||||
Ending balance at Sep. 30, 2021 | 71,810 | $ 134 | 113,531 | $ (17,215) | (439) | (24,201) | ||||||
Ending balance, shares at Sep. 30, 2021 | 13,367,535 | (2,188,415) | ||||||||||
Beginning balance at Dec. 31, 2021 | 78,413 | $ 137 | 120,842 | $ (17,488) | (277) | (24,801) | ||||||
Beginning balance, shares at Dec. 31, 2021 | 13,690,868 | (2,201,289) | ||||||||||
Issuance of new common shares | 8,622 | $ 15,475 | $ 5 | $ 11 | 8,617 | $ 15,464 | ||||||
Issuance of new common shares, shares | 520,829 | 1,057,500 | ||||||||||
Purchase of treasury stock | (2,369) | $ (2,369) | ||||||||||
Purchase of treasury stock, shares | (137,329) | |||||||||||
Issuance of new common shares under stock compensation plan | $ 3 | (3) | ||||||||||
Issuance of common shares under stock compensation plan, shares | 377,800 | |||||||||||
Issuance of new common shares under employee stock purchase plan | $ 1,000 | $ 1 | 999 | |||||||||
Issuance of new common shares under employee stock purchase plan, shares | 76,112 | 76,112 | ||||||||||
Stock based compensation | $ 11,039 | 11,039 | ||||||||||
Collection on stock subscription notes receivable | 75 | 75 | ||||||||||
Net Income | 4,534 | 4,534 | ||||||||||
Ending balance at Sep. 30, 2022 | 116,797 | $ 157 | 156,966 | $ (19,857) | (202) | (20,267) | ||||||
Ending balance, shares at Sep. 30, 2022 | 15,723,109 | (2,338,618) | ||||||||||
Conversion of redeemable common stock to permanent equity | 8 | 8 | ||||||||||
Beginning balance at Jun. 30, 2022 | 108,444 | $ 156 | 152,039 | $ (19,857) | (230) | (23,664) | ||||||
Beginning balance, shares at Jun. 30, 2022 | 15,602,433 | (2,338,618) | ||||||||||
Issuance of new common shares | 508 | 508 | ||||||||||
Issuance of new common shares, shares | 34,200 | |||||||||||
Issuance of new common shares under stock compensation plan | $ 1 | (1) | ||||||||||
Issuance of common shares under stock compensation plan, shares | 56,427 | |||||||||||
Issuance of new common shares under employee stock purchase plan | 405 | 405 | ||||||||||
Issuance of new common shares under employee stock purchase plan, shares | 30,049 | |||||||||||
Stock based compensation | 4,015 | 4,015 | ||||||||||
Collection on stock subscription notes receivable | 28 | 28 | ||||||||||
Net Income | 3,397 | 3,397 | ||||||||||
Ending balance at Sep. 30, 2022 | $ 116,797 | $ 157 | $ 156,966 | $ (19,857) | $ (202) | $ (20,267) | ||||||
Ending balance, shares at Sep. 30, 2022 | 15,723,109 | (2,338,618) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash Flows from Operating Activities: | ||
Net Income | $ 4,534 | $ 899 |
Adjustments to reconcile net income to net cash provided by operating activities | ||
Depreciation and amortization - property, plant and equipment | 6,366 | 4,283 |
Amortization of intangible assets | 1,984 | 223 |
Gain on sale of assets | (44) | (99) |
Bad debt | 527 | 266 |
Stock based compensation | 11,487 | 5,341 |
Deferred taxes | (833) | (1,340) |
Deferred rent | (323) | (6) |
Changes in operating assets and liabilities, net of acquisition of businesses | ||
Accounts Receivable | (12,356) | (10,015) |
Contract Assets | (104) | (961) |
Prepaid expenses and other assets | (4,376) | (1,462) |
Accounts payable and accrued expenses | 5,122 | 6,132 |
Contract Liabilities | 186 | (31) |
Net cash provided by operating activities | 12,170 | 3,230 |
Cash Flows from Investing Activities: | ||
Purchases of property and equipment | (901) | (609) |
Fixed assets converted to lease financing | 196 | |
Proceeds from sale of assets and disposal of leases | 54 | 100 |
Amounts advanced under loans to shareholders | (473) | |
Payments received under loans to shareholders | 151 | 88 |
Acquisitions of businesses, net of cash acquired | (14,806) | (3,000) |
Collections under stock subscription notes receivable | 75 | 170 |
Net cash used in investing activities | (15,231) | (3,724) |
Cash Flows from Financing Activities: | ||
Proceeds from initial public offering, net of underwriting discounts and commissions and other offering costs | 47,104 | |
Proceeds from common stock offering, net of underwriting discounts and commissions and other offering costs | 15,475 | |
Net borrowings under revolving line of credit | (3,481) | |
Repayments under fixed line of credit | (547) | (540) |
Repayment under notes payable | (2,720) | (735) |
Payments on capital leases | (4,575) | (3,208) |
Payment of contingent consideration from acquisitions | (2) | |
Payments for purchase of treasury stock | (2,368) | (582) |
Proceeds from issuance of common stock | 1,021 | 297 |
Net cash provided by financing activities | 6,286 | 38,853 |
Net increase in cash and cash equivalents | 3,225 | 38,359 |
Cash and cash equivalents, beginning of period | 20,619 | 386 |
Cash and cash equivalents, end of period | 23,844 | 38,745 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 1,131 | 647 |
Cash paid for income taxes | 383 | 1,040 |
Non-cash investing and financing activities: | ||
Property and equipment acquired under capital lease | (6,623) | (5,704) |
Stock redemption for exercise of stock option | 139 | |
Issuance of notes payable for acquisitions | $ (16,059) | $ (3,450) |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2022 | |
Nature Of Business And Basis Of Presentation [Abstract] | |
Nature of Business and Basis of Presentation | 1. Nature of Business and Basis of Presentation Nature of Business Bowman Consulting Group Ltd. (along with its consolidated subsidiaries, “Bowman” or “we” or the “Company”) incorporated in the Commonwealth of Virginia on June 5, 1995 and reincorporated in the State of Delaware on November 13, 2020. Bowman is a professional services firm delivering innovative solutions to the marketplace of customers who own, develop and maintain the built environment. Within that arena, we provide planning, design, engineering, geomatics, survey, construction management, environmental consulting and land procurement services to markets that encompass the buildings in which people live, work and learn in; as well as the systems that provide water, electricity and other vital services, and the roads, bridges, and transportation systems used to get from place to place. We provide services to customers through fixed-price and time-and-material based contracts containing multiple milestones and independently priced deliverables. Typically, contract awards are on a negotiated basis, ranging in value from a few thousand dollars to multiple millions of dollars and can have varying durations depending on the size, scope, and complexity of the project. The Company’s workforce typically provides the full scope of engineering and other contract services. However, with respect to certain specialty services or other compliance requirements within a particular contract, we may engage third-party sub-consultants. The Company’s headquarters is located in Reston, VA and the Company has over 60 offices throughout the United States. Common Stock Offering On February 11, 2022, the Company closed on an offering of common stock in which it issued and sold 900,000 shares at an offering price of $16.00 per share, resulting in net proceeds of $13.7 million after deducting underwriting discounts and commissions, but before expenses of the offering. In addition, Gary Bowman, our President, Chairman and Chief Executive Officer, sold 150,000 shares of common stock. On February 28, 2022, the underwriters exercised their option to purchase an additional 157,500 shares of the Company’s common stock at an offering price of $16.00 per share, resulting in additional gross proceeds of approximately $2.5 million. After giving effect to this exercise of the overallotment option, the total number of shares sold by the Company in this common stock offering increased to 1,057,500 shares with total gross proceeds of approximately $16.9 million. The exercise of the over-allotment option closed on March 2, 2022, at which time the Company received net proceeds of $2.4 million after underwriting discounts and commissions. Deferred offering costs consist primarily of accounting, legal and other fees related to our common stock offering. Prior to the offering, all deferred costs were capitalized within prepaid and other current assets in the consolidated balance sheet. We capitalized $0.5 million of deferred offering costs within prepaid and other current assets in the consolidated balance sheet as of December 31, 2021. Basis of Presentation The accompanying unaudited condensed consolidated financial statements and footnotes of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and applicable regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial information. In the opinion of management, the interim financial information includes all adjustments of a normal recurring nature necessary for a fair presentation of the results of operations, financial position, changes in shareholders’ equity and cash flows. The results of operations for the current period are not necessarily indicative of the results for the full year or the results for any future periods. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related footnotes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31,2021 (the Annual Report) filed with the SEC on March 23, 2022. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies The following is a summary of the significant accounting policies and principles used in the preparation of the condensed consolidated financial statements: Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act (“JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934 (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is either not an emerging growth company or, an emerging growth company that has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used. Revenue Recognition Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contract with Customers (“ASC Topic 606”) provides a single comprehensive revenue recognition framework and supersedes almost all revenue recognition guidance including industry-specific revenue guidance. To determine the proper revenue recognition method under ASC Topic 606, the Company evaluates whether two or more contracts should be combined and accounted for as one single contract and if so, whether to account for the combined or single contract as more than one performance obligation. In general, the Company has concluded that there is a single performance obligation because the promise to transfer individual goods or services is not separately identifiable from the commitment to the deliverable of the contract and, therefore, is not distinct. The Company generally recognizes revenue over time as control transfers to a customer based upon the extent of progress towards satisfaction of the performance obligation. For services delivered under fixed price contracts, the Company uses the ratio of actual costs incurred to total estimated costs at completion (an input method) as a reasonable measure of progress towards the satisfaction of a performance in order to estimate the portion of revenue earned. A contract containing a mix of hourly and fixed fee assignments may be characterized as one lump sum contract for purposes of ASC Topic 606. As such, a contract must contain hourly billed components exclusively to qualify for the as-billed practical expedient in ASC Topic 606. 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 of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could vary from the estimates and assumptions that were used. Concentration of Credit Risk and other Concentrations The Company’s financial instruments that are exposed to concentrations of credit risk consist of cash and accounts receivable. Cash balances at various times during the year may exceed the amount insured by the Federal Deposit Insurance Corporation. The Company’s cash deposits are held in institutions whose credit ratings are monitored by management, and the Company has not incurred any losses related to such deposits. The Company is subject to a concentration of credit risk with respect to outstanding accounts receivable. However, the Company believes no such concentration existed during the nine months ended September 30, 2022, or the year ended December 31, 2021. The Company’s customers are located throughout the United States. Although the Company generally grants credit without collateral, management believes that its contract acceptance, billing, and collection policies are adequate to minimize material credit risk. Also, for non-governmental customers, the Company can often place mechanics liens against the real property associated with the contract in the event of non-payment. Fair Value Measurements Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures The codification establishes a three-level disclosure hierarchy to indicate the level of judgment used to estimate fair value measurements: Level 1: Quoted prices in active markets for identical assets or liabilities as of the reporting date; Level 2: 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; and inputs other than quoted prices (such as interest rate and yield curves ); Level 3: Uses inputs that are unobservable, supported by little or no market activity and reflect significant management judgment. As of September 30, 2022 and December 31, 2021: • The carrying amount of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their fair value due to the relatively short duration of these instruments; • The carrying amounts of debt obligations approximate their fair values as the terms are comparable to terms currently offered by local financial institutions for arrangements with similar terms to industry peers with comparable credit characteristics. Accordingly, the debt obligations involve Level 2 fair value inputs; • The liability related to shares subject to repurchase is recognized at fair value using Level 1 inputs as there is an active market for the Company’s publicly traded stock. For further discussion, see Note 14, Employee Stock Purchase and Stock Incentive Plans . The liability related to shares subject to repurchase was $0 and $7,000 as of September 30, 2022 and December 31, 2021, respectively Income Taxes The Company recognizes deferred income tax assets or liabilities for expected future tax consequences of events recognized in the consolidated financial statements or tax returns. Under this method, deferred income tax assets or liabilities are determined based upon the difference between the financial statement and income tax bases of assets and liabilities using enacted tax rates expected to apply when the differences settle or become realized. Valuation allowances are provided when it is more likely than not that a deferred tax asset is not realizable or recoverable in the future. As of September 30, 2022, no valuation allowances are required and all deferred tax assets are realizable. The Company assesses uncertain tax positions to determine whether the position will more likely than not be sustained upon examination by the Internal Revenue Service (IRS) or other taxing authorities. If the Company cannot reach a more-likely-than-not determination, no benefit is recorded. If the Company determines that the tax position is more likely than not to be sustained, the Company records the largest amount of benefit that is more likely than not to be realized when the tax position is settled. The Company recognizes interest and penalties, if any, related to uncertain tax positions in income tax expense. The Company recognizes the effect of a change in tax rates on deferred tax assets and liabilities in income in the period that includes the enactment date. The Company’s effective tax rate for the nine months ended September 30, 2022 and 2021 was (86.0%) and (18.6%), respectively. The change was due primarily to a tax benefit due to an accounting method change, an increase in R&D credit on the 2021 US Federal income tax return, windfall tax adjustments which results from the vesting of restricted stock awards at a value higher than the grant date fair value, an increase in projected R&D credits for fiscal year 2022 offset by projected limitations on the deductibility of executive compensation. The R&D credit increase for the 2021 US Federal income tax return is $0.7 million. The windfall tax adjustment for restricted stock awards is $0.5 million for the nine months ended September 30, 2022. There was no windfall tax adjustments from restricted stock awards for the nine months ended September 30, 2021. The projected R&D credit to be generated for fiscal year 2022 was $3.1 million as of September 30, 2022 and the projected R&D credit to be generated for fiscal year 2021 was $1.5 million as of September 30, 2021. The annual projected limitation on the deductibility of executive compensation is currently $3.7 million for 2022. For the period ending December 31, 2021, the Company recorded an uncertain tax position of $1.9 million for being on an impermissible method in deducting stock-based compensation expense for income tax purposes consistent with the timing as recognized for book purposes. The Company filed Form 3115 with the Internal Revenue Service requesting to change from the impermissible method to a permissible method. On July 27, 2022 Form 3115 was approved by the IRS which will result in a reversal of the uncertain tax position to a deferred tax liability. In the third quarter, the Company recorded a tax benefit of $0.9 million related to windfall tax benefits associated with the accounting method change. Additionally, the Company recorded a benefit of $ 0.4 million with an equally offsetting UTP of $ 0.4 million during the quarter related to the annual limitation on the deductibility of executive compensation claimed on the 2021 US Federal income tax return . The Company files income tax returns in the U.S. federal jurisdiction and certain states in which it operates. Based on the timing of the filing of certain tax returns, the Company’s federal income tax returns for tax years 2018 and after remain subject to examination by the U.S. Internal Revenue Service. The statute of limitations on the Company’s state income tax returns generally conforms to the federal three-year statute of limitations. Segments The Company operates in one segment based upon the financial information used by its chief operating decision maker in evaluating the financial performance of its business and allocating resources. The single segment represents the Company’s core business of providing engineering and related professional services to its customers. Recently Issued Accounting Guidance Accounting guidance recently adopted In October 2021, the FASB issued Accounting Standards Update 2021-08, Accounting for Contract Assets and Liabilities from Contracts with Customers Business Combinations Revenue from Contracts with Customers In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350), simplifying the Test for Goodwill Impairment. ASU 2017-04 eliminates Step 2 of the goodwill impairment test. Goodwill impairment will now be the amount by which the reporting unit’s carrying amount exceeds its fair value, limited to the carrying amount of the goodwill. The Company adopted the new standard effective January 1, 2022. The impact of this ASU is not material to its consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity (“ASU 2020-06”). This ASU simplifies the complexity associated with applying GAAP for certain financial instruments with characteristics of liabilities and equity. More specifically, the amendments focus on the guidance for convertible instruments and the derivative scope exception for contracts in an entity’s own equity. Under ASU 2020-06, the embedded conversion features are no longer separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, or that do not result in substantial premiums accounted for as paid-in capital. Consequently, a convertible debt instrument, such as the Convertible Notes, will be accounted for as a single liability measured at its amortized cost, as long as no other features require bifurcation and recognition as derivatives. The new guidance also requires the if-converted method to be applied for all convertible instruments and requires additional disclosures. The Company adopted the new standard on a prospective basis effective January 1, 2022. A ccounting guidance not yet adopted In February 2016, the FASB issued Accounting Standards Update 2016-02, Leases (Topic 842) (“ASU 2016-02”) to increase transparency and comparability of accounting for lease transactions by requiring lessees to recognize the right-of-use assets and lease liabilities on the balance sheet and to disclose qualitative and quantitative information about lease transactions and enable users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The effective date of ASU 2016-02 for the Company is January 1, 2022, with early adoption permitted. This ASU is not required to be reflected in the consolidated financial statements or disclosures until the year ending December 31, 2022, and therefore is not reflected in the consolidated financial statements on this Quarterly Report on Form 10-Q. The Company expects to record operating lease right of use assets and offsetting lease liabilities, primarily for office leases. Based on the existing structure of the Company’s leases, we do not expect the adoption of Topic 842 to result in a material adjustment to equity or earnings. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326) to replace the incurred loss impairment methodology under U.S. GAAP. 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 will require 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, and require a loss be incurred before it is recognized. The expected credit losses are adjusted each period for changes in expected lifetime credit losses. The new standard will apply to accounts receivable, loans, and other financial instruments. This standard is effective for the Company beginning January 1, 2023. Adoption of ASU 2016-13 will be applied using a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of the effective date. The Company is currently evaluating the impact of this ASU on our consolidated financial statements and related disclosures. The Company does not believe that any recently issued standards other than those noted above would have a material effect on its consolidated financial statements. |
Earnings per Share
Earnings per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings per Share | 3. Earnings per Share Basic earnings per share is calculated by dividing net income attributable to the Company available to common stockholders by the weighted average number of common shares outstanding for the three and nine months ended September 30, 2022 and 2021. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were either exercised or converted into common stock or resulted in the issuance of common stock that would share in the earnings of the Company. The dilutive effect of options is reflected in diluted earnings per share by application of the treasury stock method. The dilutive effect of shares to be purchased under the Company’s Employee Stock Purchase Plan is reflected in diluted earnings per share by the weighted-average number of shares outstanding that would have been outstanding during the period. The dilutive effect of convertible debt is reflected in diluted earnings per share by application of the if-converted method. The Company uses the two-class method to determine earnings per share. For calculating basic earnings per share, for the three and nine months ended September 30, 2022, the weighted average number of shares outstanding exclude 1,959,714 and 2,037,620 non-vested restricted shares and 12,316 and 13,442 unexercised substantive options. The computation of diluted earnings per share for the three and nine months ended September 30, 2022 did not assume the effect of restricted shares or substantive options because the effects were antidilutive. For calculating basic earnings per share, for the three and nine months ended September 30, 2021, the weighted average number of shares outstanding exclude 2,194,343 and 1,541,174 non-vested restricted shares and 21,499 and 36,246 unexercised substantive options. The computation of diluted earnings per share for the three and nine months ended September 30, 2021 did not assume the effect of restricted shares or substantive options because the effects were antidilutive. 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 for the three and nine months ended September 30, 2022 and 2021 (in thousands, except share data): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Numerator Net income $ 3,397 $ 357 $ 4,534 $ 899 Earnings allocated to non-vested shares 504 71 731 165 Subtotal $ 2,893 $ 286 $ 3,803 $ 734 Denominator Weighted average common shares outstanding 11,304,946 8,920,505 10,669,221 7,003,462 Effect of dilutive nominal options - - - - Effect of dilutive contingently earned shares 463,465 14,769 460,257 4,978 Dilutive average shares outstanding 11,768,411 8,935,274 11,129,478 7,008,440 Basic earnings per share $ 0.26 $ 0.03 $ 0.36 $ 0.10 Dilutive earnings per share $ 0.25 $ 0.03 $ 0.34 $ 0.10 |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
Acquisitions | 4. Acquisitions Business Combinations 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 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. The following summarizes the changes in the preliminary calculations of the fair values of Terra assets acquired and liabilities assumed as of the acquisition date (in thousands): December 31, 2021 Change September 30, 2022 Total Purchase Price $ 5,812 $ - $ 5,812 Purchase Price Allocation: Accounts receivable 794 488 1,282 Contract assets 457 304 761 Other assets 6 - 6 Intangible assets 1,280 - 1,280 Accounts payable and other current liabilities (215 ) - (215 ) Contract liabilities (512 ) (214 ) (726 ) Total identifiable assets $ 1,810 $ 578 $ 2,388 Goodwill 4,002 (578 ) 3,424 Net assets acquired $ 5,812 $ - $ 5,812 The contract assets increased by $0.3 million and the contract liabilities decreased by $0.2 million with a corresponding adjustment to goodwill due to the on-going analysis of the opening work in progress (“WIP”) on open contracts. The change to the provisional amount did not result in a change to operating income. The accounts receivable increased by $0.5 million with a corresponding adjustment to goodwill due to the on-going analysis of the assumed accounts receivable. McMahon Associates, Inc. In the second quarter of 2022, the Company signed a purchase agreement to acquire McMahon Associates, Inc. (“McMahon”), with an effective date of May 4, 2022. McMahon is a company that specializes in transportation planning and engineering based in Fort Washington, PA. The Company paid total consideration of $18.3 million, which was comprised of 476,796 shares of common stock, at $16.64 per share, for a total of $7.9 million, plus $10.4 million in cash, two promissory notes and assumed liabilities. The shares are subject to a six-month lock-up. The first and second promissory notes bear a simple interest rate fixed at 3.50%. The first promissory note will have equal quarterly payments beginning on August 4, 2022 and ending May 4, 2025. The second promissory note will be payable in one installment of principal and interest due on March 15, 2023. For tax purposes, the acquisition will be treated as an asset acquisition, resulting in a step up in tax basis. Accordingly, there are no material deferred tax assets or liabilities to be recorded through purchase accounting. The acquisition of McMahon allows Bowman to further enhance its transportation and engineering competencies thereby allowing the Company to broaden its offerings and better serve its public and private sector customers. The purchase price allocation consists primarily of goodwill and is based upon preliminary information that 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 of the goodwill recognized is expected to be deductible for tax purposes. The Company has not completed its final assessment of the fair values of McMahon’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. The following summarizes the changes in the preliminary calculations of the fair values of McMahon’s assets acquired and liabilities assumed as of the acquisition date (in thousands): June 30, 2022 Change September 30, 2022 Total Purchase Price $ 18,331 $ - $ 18,331 Purchase Price Allocation: Accounts Receivable, net 8,456 8,456 Prepaid and other current assets 156 135 291 Property and equipment, net 819 130 949 Intangible assets 3,342 - 3,342 Contract assets 1,017 - 1,017 Other assets 115 - 115 Accounts payable and other current liabilities (3,818 ) - (3,818 ) Capital leases - non-current - (134 ) (134 ) Other non-current obligations (220 ) - (220 ) Contract liabilities (841 ) - (841 ) Total identifiable assets $ 9,026 $ 131 $ 9,157 Goodwill $ 9,305 $ (131 ) $ 9,174 Net assets acquired $ 18,331 $ - $ 18,331 For the three months ended September 30, 2022, the Company recorded measurement period adjustments to prepaid and other current assets, property and equipment, net and capital leases – non-current. The measurement period adjustments did not have any impact on the results of operations. The consolidated financial statements of the Company include the results of operations since the date the business was acquired. The following table presents the results of operations of the acquired business from the date of acquisition for the nine months ended September 30, 2022 (in thousands): For the Nine Months Ended September 30, 2022 Gross Contract Revenue $ 14,136 Net Income (loss) $ 419 The following table presents the unaudited, pro forma consolidated results of operations for the nine months ended September 30, 2022 and September 30, 2021, respectively, assuming that the McMahon acquisition described above occurred at January 1, 2021. 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): For the Nine Months Ended September 30, 2022 September 30, 2021 Gross Contract Revenue $ 198,315 $ 134,007 Net Income (loss) $ 5,478 $ 1,190 The pro forma information provided is compiled from the pre-acquisition financial information and includes pro forma adjustments to reflect additional amortization that would have been expensed assuming the respective assets had been acquired as of January 1, 2021. These results include additional non-cash stock compensation expense assuming acquired employees who received stock grants received those grants on January 1, 2021 and reflect the income tax effect of pro forma adjustments based on the statutory rate of 28.9%. Fabre Engineering, Inc. In the second quarter of 2022, the Company signed a purchase agreement to acquire Fabre Engineering, Inc. (“Fabre”), with an effective date of June 2, 2022. Fabre is a civil engineering and land surveying firm based in Pensacola, FL. The Company paid total consideration of $0.5 million, which was comprised of $0.5 million in cash, promissory note and assumed liabilities, including a contract liability of $1.3 million. The promissory note has a 7.00% interest rate with equal quarterly payments beginning on September 2, 2022 and ending June 2, 2024. The acquisition of Fabre allows Bowman to further enhance its civil engineering and land surveying competencies thereby allowing the Company to broaden its offerings and better serve its public and private sector customers. The purchase price allocation consists primarily of goodwill and is based upon preliminary information that 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 of the goodwill recognized is expected to be deductible for tax purposes. The Company has not completed its final assessment of the fair values of Fabre’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. The following summarizes the changes in the preliminary calculations of the fair values of Fabre assets acquired and liabilities assumed as of the acquisition date (in thousands): June 30, 2022 Change September 30, 2022 Total Purchase Price $ 500 $ - $ 500 Purchase Price Allocation: Accounts Receivable, net - Prepaid and other current assets - Property and equipment, net 14 14 Intangible assets - 442 442 Contract assets 9 9 Accounts payable and other current liabilities (10 ) (10 ) Contract liabilities (1,300 ) 1,003 (297 ) Total identifiable assets $ (1,287 ) $ 1,445 $ 158 Goodwill 1,787 (1,445 ) 342 Net assets acquired $ 500 $ - $ 500 The contract liabilities decreased by $1.0 million with a corresponding adjustment to goodwill due to the on-going analysis of the opening work in progress (“WIP”) on open contracts. The change to the provisional amount resulted in an increase in revenue of $0.1 million. Project Design Consultants, LLC. In the third quarter of 2022, the Company signed a purchase agreement to acquire Project Design Consultants, LLC (“PDC”), with an effective date of July 15, 2022. PDC is a civil engineering and land surveying firm based in San Diego, CA. The Company paid total consideration of $14.8 million, which was comprised of $14.8 million in cash, two promissory notes, a convertible note and assumed liabilities. The two promissory notes bear a simple interest rate fixed at 4.75%. The first promissory note will be payable in equal quarterly payments of principal and interest beginning on October 15, 2022 and ending July 15, 2025. The second promissory note will be payable in two installments of principal and interest due on March 15, 2023 and on the first anniversary of the closing date. The convertible note bears simple interest fixed at 4.75% and shall be convertible to shares of common stock at anytime, at a conversion price of $14.00 per share. Subject to the exercise of the conversion, the convertible note will have quarterly payments of principal, interest or both beginning October 2022 and ending April 2027. For tax purposes, the acquisition will be treated as an asset acquisition, resulting in a step up in tax basis. Accordingly, there are no material deferred tax assets or liabilities to be recorded through purchase accounting. The acquisition of PDC allows Bowman to further advance its market expansion and service diversification initiatives by expanding our reach in Southern California and with key public sector and utility clients. The following summarizes the preliminary calculations of the fair values of PDC assets acquired and liabilities assumed as of the acquisition date (in thousands): Total Purchase Price $ 14,801 Purchase Price Allocation: Accounts receivable 2,199 Prepaid and other current assets 161 Contract assets 926 Property and equipment, net 489 Other assets 41 Accounts payable and other current liabilities (1,129 ) Contract liabilities (1,362 ) Capital leases - non-current (67 ) Other non-current obligations (170 ) Total identifiable assets $ 1,088 Goodwill 13,713 Net assets acquired $ 14,801 The purchase price allocation consists primarily of goodwill and is based upon preliminary information that 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 of the goodwill recognized is expected to be deductible for tax purposes. The Company has not completed its final assessment of the fair values of PDC’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. Anchor Consultants, LLC. In the third quarter of 2022, the Company signed a purchase agreement to acquire Anchor Consultants, LLC (“Anchor”), with an effective date of August 26, 2022. Anchor is an engineering firm based in Chadds Ford, PA specializing in the planning, permitting, design and construction management of infrastructure that forms the waterfront of the nation’s inland waterways. The Company paid total consideration of $4.1 million, which was comprised of cash, promissory notes, a convertible note and assumed liabilities. The promissory note bears a simple interest rate fixed at 5.50% with equal quarterly payments beginning on November 26, 2022 and ending on August 26, 2025. The convertible note bears a simple interest rate fixed at 5.50% and shall be convertible to shares of common stock at anytime at conversion price of $18.00 per share. Subject to the exercise of the conversion, the convertible note will have quarterly payments of principal, interest or both beginning November 2022 and ending May 2027. For tax purposes, the acquisition will be treated as an asset acquisition, resulting in a step up in tax basis. Accordingly, there are no material deferred tax assets or liabilities to be recorded through purchase accounting. The acquisition of Anchor furthers Bowman’s diversification initiatives by adding to its customer base that builds and maintains critical infrastructure in waterfront planning, design and engineering. The purchase price allocation consists primarily of goodwill, in the amount of $4.0 million, and is based upon preliminary information that 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 of the goodwill recognized is expected to be deductible for tax purposes. The Company has not completed its final assessment of the fair values of Anchor’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. A&A Land Surveying, Inc. In the third quarter of 2022, the Company signed a purchase agreement to acquire A&A Land Surveying, Inc. (“A&A”), with an effective date of September 30, 2022. A&A is a land surveying corporation organized and existing under the laws of the state of New York. The Company paid total consideration of $1.0 million, which was comprised of 34,200 shares of common stock at $14.62 per share, for a total of $0.5 million, plus $0.5 million in cash and a promissory note. The promissory note bears a simple interest rate fixed at 6.25% with equal quarterly payments beginning on December 31, 2022 and ending on September 30, 2024. Of the $1.0 million purchase price, $0.9 million is contingent on the final approval of the transfer of license by New York state. The allocation of the purchase price was recorded entirely to indefinite-lived intangible assets. The benefit to the Company of the acquisition was A&A’s ability to conduct surveying operations in New York state, based on its original date of incorporation, without being a professional services corporation with individual ownership. |
Disaggregation of Revenue and C
Disaggregation of Revenue and Contract Balances | 9 Months Ended |
Sep. 30, 2022 | |
Disaggregation Of Revenue [Abstract] | |
Disaggregation of Revenue and Contract Balances | 5. Disaggregation of Revenue and Contract Balances The Company disaggregates revenues by contract type, see Revenue Recognition in Note 2 Disaggregated revenues by contract type were as follows (in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Fixed fee $ 66,518 93.4 % $ 38,206 96.2 % $ 174,590 93.8 % $ 103,179 95.5 % Time-and-materials 4,728 6.6 % 1,509 3.8 % 11,515 6.2 % 4,862 4.5 % Gross contract revenue $ 71,246 100.0 % $ 39,715 100.0 % $ 186,105 100.0 % $ 108,041 100.0 % The Company recognized $0.2 million and $2.6 million of revenue for the three and nine months ended September 30, 2022, respectively, which was included in the contract liabilities balance as of December 31, 2021, and $0.1 million and $1.3 million of revenue for the three and nine months ended September 30, 2021, respectively, which was included in the contract liabilities balance as of December 31, 2020. |
Contracts in Progress
Contracts in Progress | 9 Months Ended |
Sep. 30, 2022 | |
Contract With Customer Asset And Liability [Abstract] | |
Contracts in Progress | 6. Contracts in Progress The following table reflects the calculation of the net balance of contract assets and contract liabilities. Costs and estimated earnings on contracts in progress consist of the following (in thousands): September 30, 2022 December 31, 2021 Costs incurred on uncompleted contracts $ 243,717 $ 168,110 Estimated contract earnings in excess of costs 344,977 229,949 Estimated contract earnings to date 588,694 398,059 Less: billed to date (584,611 ) (393,493 ) Net contract assets $ 4,083 $ 4,566 |
Notes Receivable
Notes Receivable | 9 Months Ended |
Sep. 30, 2022 | |
Receivables [Abstract] | |
Notes Receivable | 7. Notes Receivable The Company has unsecured notes receivable from related parties, certain non-executive officers of the Company and an unrelated third party. The following is a summary of these notes receivable (in thousands): September 30, 2022 December 31, 2021 Officers, employees and affiliated entities - Interest accrues annually at rates ranging from 0.0% - 5.5%. The notes receivable mature through November 2024 $ 2,345 $ 2,478 Unrelated third party - Currently no interest is being accrued on this note. The note receivable matures in December 2023 903 903 Total: 3,248 3,381 Less: current portion Officers, employees and affiliates (1,162 ) (1,260 ) Noncurrent portion $ 2,086 $ 2,121 Each borrower may prepay all or part of the outstanding balance at any time prior to the date of maturity. During the nine months ended September 30, 2022, interest accrued on the notes receivable at the stipulated rates between 0.0% and 5.50%. |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Sep. 30, 2022 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | 8. Property and Equipment, Net Property and equipment for fixed assets are as follows (in thousands): September 30, 2022 December 31, 2021 Computer equipment $ 2,003 $ 1,279 Survey equipment 4,775 4,625 Vehicles 944 763 Furniture and fixtures 2,322 1,675 Leasehold improvements 7,309 6,886 Software 317 332 Fixed assets pending lease financing 1 323 519 Total: 17,993 16,079 Less: accumulated depreciation (11,745 ) (10,669 ) Property and Equipment, net of capital leased assets $ 6,248 $ 5,410 1 Depreciation expense for fixed assets for the three and nine months ended September 30, 2022 was $0.5 million and $1.1 million, respectively. Depreciation expense for fixed assets for the three and nine months ended September 30, 2021 was $0.2 million and $0.6 million, respectively. Property and equipment for capital leased assets are as follows (in thousands): September 30, 2022 December 31, 2021 Equipment $ 20,714 $ 15,391 Vehicles 6,522 5,542 Total: 27,236 20,933 Less: accumulated amortization on leased assets (10,801 ) (6,141 ) Capital Leased Assets, net $ 16,435 $ 14,792 Amortization expense for capital leased assets for the three and nine months ended September 30, 2022 was $1.9 million and $5.3 million, respectively. Amortization expense for capital leased assets for the three and nine months ended September 30, 2021 was $1.3 million and $3.7 million, respectively. |
Goodwill
Goodwill | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill | 9. Goodwill The following is a summary of goodwill resulting from business acquisitions held by the Company at September 30, 2022 (in thousands): Goodwill Balance as of December 31, 2021 $ 28,471 2022 Activity 26,793 Balance as of September 30, 2022 $ 55,264 |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2022 | |
Intangible Assets [Abstract] | |
Intangible Assets | 10. Intangible Assets Total intangible assets consisted of the following at September 30, 2022 and December 31, 2021 (in thousands): September 30, 2022 December 31, 2021 Gross Amount Accumulated Amortization Net Balance Gross Amount Accumulated Amortization Net Balance Customer relationships $ 13,257 $ (1,481 ) $ 11,776 $ 10,018 $ (665 ) $ 9,353 Contract rights 3,499 (1,371 ) 2,128 2,333 (224 ) 2,109 Leasehold 187 (38 ) 149 160 (17 ) 143 Non-compete agreement 137 (137 ) - 137 (137 ) - Domain name 281 - 281 281 - 281 Licensing rights 1,400 - 1,400 400 - 400 Total $ 18,761 $ (3,027 ) $ 15,734 $ 13,329 $ (1,043 ) $ 12,286 The domain name and licensing rights acquired during the nine months ended September 30, 2022 and the year ended December 31, 2021 for a total of $1.7 million and $0.7 million, respectively, have indefinite useful lives. The following table summarizes the weighted average useful lives of intangible assets by asset class used for straight-line expense purposes: September 30, 2022 December 31, 2021 Customer relationships 13.21 10.32 Contract rights 2.45 2.87 Leasehold 8.05 9.17 Non-compete agreement 3.00 3.00 Amortization expense for the three and nine months ended September 30, 2022 was $0.7 million and $2.0 million, respectively. Amortization expense for capital leased assets for the three and nine months ended September 30, 2021 was $0.1 million and $0.2 million, respectively. Future amortization for the remainder of 2022 and for the succeeding years is as follows (in thousands): 2022 689 2023 2,175 2024 1,809 2025 1,050 2026 1,023 Thereafter 7,307 Total $ 14,053 |
Bank Revolving Line of Credit a
Bank Revolving Line of Credit and Fixed Credit Facilities | 9 Months Ended |
Sep. 30, 2022 | |
Line Of Credit Facility [Abstract] | |
Bank Revolving Line of Credit and Fixed Credit Facilities | 11. Bank Revolving Line of Credit and Fixed Credit Facilities On September 30, 2022, the Company had one revolving (the “Revolving Line”) and three non-revolving credit facilities (“Fixed Line 1”, Fixed Line 2” and “Fixed Line 4”) with Bank of America. On September 30, 2022 and September 30, 2021, the interest rate on the Revolving Line was 2.11% and 3.60%, respectively. All outstanding principal on the Revolving Line is due on July 31, 2023. On September 30, 2022 and December 31, 2021, there was no outstanding balance on the Revolving Line. On November [8], 2022, the Company restructured the Revolving Line, increasing it to $50 million in the process (see Subsequent Events) Fixed Line #1 had a maximum advance of $1.0 million and does not allow for re-borrowings and is included in Notes Payable (see Note 12). On September 30, 2022 and 2021, the interest rate was 4.96% and 2.83%, respectively. Commencing the earlier of i) the date no remaining amount is available under the Fixed Line or, ii) August 31, 2018, the Company was obligated to pay the then outstanding principal balance in sixty equal monthly installments through maturity in August 2023. On September 30, 2022 and December 31, 2021, the outstanding balance on Fixed Line #1 was $0.2 million and $0.3 million, respectively. Fixed Line #2 ha d a maximum advance of $ 1.0 million and does not allow for re-borrowings and is included in Notes Payable (see Note 1 2 ). Commencing the earlier of i ) the date no remaining amount is available under the Fixed Line or, ii) August 31, 2020 , the Company is obligated to pay the then outstanding principal balance in sixty equal monthly installments through maturity in September 2025 . On September 30, 2022 and December 31, 2021 , the outstanding balance on Fixed Line #2 was $ 0.6 million and $ million, respectively . Facility #4 is a term loan with a principal loan amount of $1.0 million and is included in Notes Payable (see Note 12). The loan is to be repaid over thirty-six equal monthly installments beginning April 13, 2020, through maturity on March 13, 2023. The interest rate on this loan is 3.49%. On September 30, 2022 and December 31, 2021, the outstanding balance on Facility #4 was $0.2 million and $0.4 million, respectively. The Company secures its obligations under the Credit Agreement with substantially all assets of the Company. Obligations of the Company to certain other shareholders of the Company are subordinated to the Company’s obligations under the Credit Agreement and Fixed Line loans. The Company must maintain, on a combined basis certain financial covenants defined in the Credit Agreement. Interest expense on the Revolving and Fixed Lines totaled $11,000 and $31,000 during the three and nine months ended September 30, 2022, respectively. Interest expense on the Revolving and Fixed Lines totaled $12,000 and $0.1 million during the three and nine months ended September 30, 2021, respectively. |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2022 | |
Debt Instruments [Abstract] | |
Notes Payable | 12. Notes Payable Notes payable consist of the following (in thousands): September 30, 2022 December 31, 2021 Related parties: Shareholders - Interest accrues annually at rates ranging from 0.00% - 6.50%. The notes payable mature on various dates through October 2025. $ 12,007 $ 10,771 Owners of Acquired Entities - Interest accrues annually at rates ranging from 3.25% - 7.00% annually. The notes payable mature on various dates through October 2024. 7,475 450 Convertible Notes Payable - Interest accrues annually at rates ranging from 4.75% - 5.50% annually. The convertible notes payable mature on various dates through May 2027. 5,050 - Unrelated third parties: Note payable for purchase of software and vehicles 62 34 Note payable for purchase of intangible asset 100 100 Fixed line notes payable - see note 11 956 1,502 Total 25,650 12,857 Less: current portion (9,843 ) (4,450 ) Noncurrent portion $ 15,807 $ 8,407 The Company’s President, Chairman and Chief Executive Officer guarantees certain of the notes payable, and certain of the notes payable are subordinate to the terms of the Credit Agreement disclosed in Note 11. Interest expense attributable to the notes payable totaled $0.2 million Future principal payments on notes payable for remainder of 2022 and succeeding years are as follows (in thousands): 2022 $ 1,934 2023 9,912 2024 7,422 2025 3,857 2026 1,683 Thereafter 842 Total $ 25,650 Convertible Notes Payable In July 2022, the Company issued a $4.0 million 4.75% unsubordinated convertible note with a maturity date in July 2027 October 2022 April 2027 In August 2022, the Company issued a $1.1 million 5.50% unsubordinated convertible note with a maturity date in May 2027 November 2022 May 2027 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 13. Related Party Transactions The Company leases commercial office space from BCG Chantilly, LLC (BCC), an entity in which Mr. Bowman, Mr. Bruen and Mr. Hickey collectively own a 63.6% interest. As of September 30, 2022 and December 31, 2021 there were no amounts due to or receivables due from BCC. Rent expense for the three and nine months ended September 30, 2022 was $21,000 and $60,000, respectively. Rent expense for the three and nine months ended September 30, 2021 was $21,000 and $60,000, respectively. Bowman Lansdowne Development, LLC (BLD) is an entity in which Mr. Bowman, Mr. Bruen, Mr. Hickey have an ownership interest. On September 30, 2022 and December 31, 2021, the Company’s notes receivable included $0.5 million and $0.5 million, respectively, from BLD. Lansdowne Development Group, LLC (LDG) is an entity in which BLD has a minority ownership interest. On September 30, 2022 and December 31, 2021, our accounts receivable included $0.1 million and $0.1 million, respectively, due from LDG. On September 30, 2022 and December 31, 2021, notes receivable included $0.4 million and $0.4 million, respectively from LDG. Bowman Realty Investments 2010, LLC (BR10) is an entity in which Mr. Bowman, Mr. Bruen, Mr. Hickey have an ownership interest. On September 30, 2022 and December 31, 2021, the Company’s notes receivable included $0.2 million and $0.2 million, respectively, from BR10. Alwington Farm Developers, LLC (AFD) is an entity in which BR10 has a minority ownership interest. On September 30, 2022 and December 31, 2021, notes receivable included $1.2 million and $1.2 million, respectively, from AFD. MREC Shenandoah VA, LLC (“MREC Shenandoah”) is an entity in which Lake Frederick Holdings, LLC (“Lake Frederick Holdings”) owns a 92 % interest and Shenandoah Station Partners LLC, an entity owned in part by Bowman Lansdowne and in part by Bowman Realty 2013, owns an 8 % interest. Mr. Bowman owns a 100 % interest in, and is the manager of, Lake Frederick Holdings. Mr. Bowman, Mr. Bruen and Mr. Hickey are each members of Bowman Realty 2013. Since 2020, the Company has provided engineering services to MREC Shenandoah in exchange for cash payments. During the three and nine months ended September 3 0 , 202 2 , the Company received payments for engineering services provided to MREC Shenandoah in the amount of $ 48,000 and $ million, respectively . The Company did no t receive any payments for engineering services provided to MREC Shenandoah during the three and nine months ended September 3 0 , 202 1 . During the nine months ended September 30, 2022 and 2021, the Company provided administrative, accounting and project management services to certain of the related party entities. The cost of these services was $17,000 and $0.1 million, respectively. These entities were billed $18,000 and $0.1 million, respectively. Gregory Bowman, the son of Mr. Bowman, is a full-time employee of the Company. Gregory Bowman was paid $0.1 million and $0.1 million for the nine months ended September 30, 2022 and 2021, respectively. On September 30, 2022 and December 31, 2021, the Company was due $0.1 million and $0.1 million, respectively, from shareholders under the terms of stock subscription notes receivable. These shareholders were executive officers as of the beginning of 2021 but are no longer. On September 30, 2022 and December 31, 2021, the Company owed $0.2 million and $0.2 million, respectively, to a retired shareholder and former director in connection with a 2015 acquisition. In August 2022, the Company agreed to reimburse Mr. Bowman at a fixed hourly rate for the business use of an aircraft owned by Sunrise Asset Management, a company owned 100% by Mr. Bowman. No such reimbursement has so far occurred. |
Employee Stock Purchase and Sto
Employee Stock Purchase and Stock Incentive Plans | 9 Months Ended |
Sep. 30, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Employee Stock Purchase and Stock Incentive Plans | 14. Employee Stock Purchase and Stock Incentive Plans Employee Stock Purchase Plan Effective April 30, 2021, the Company established the Bowman Consulting Group Ltd. 2021 Employee Stock Purchase Plan (“ESPP”). Under the ESPP, eligible employees who elect to participate are granted the right to purchase shares of common stock at a 15% discount of the weighted average selling price of the Company stock for the 30 days prior to the last day of the offering period. The following table summarizes the stock issuance activity under the ESPP for the nine months ended September 30, 2022 (in thousands, except share data): September 30, 2022 Total purchase price paid by employees for shares sold $ 1,000 Number of shares sold 76,112 Stock Options Effective May 11, 2021 the Company established the Bowman Consulting Group Ltd. 2021 Omnibus Equity Incentive Plan (“the Plan”). The plan is administered by the board of directors (the “Board”), who on its own action or through its designee may make grants of restricted stock options, including Incentive Stock Options (“ISO”), and non-qualified stock options (“NQSO”). The purpose of the Plan is to grant equity incentive awards to eligible participants to attract, motivate and retain key personnel. The Plan supersedes and replaces any prior plan for stock options except that the prior plan shall remain in effect with respect to options granted under such prior plan until such options have been exercised, expired or canceled. The number of shares for which each option shall be granted, whether the option is an ISO or NQSO, the option price, the exercisability of the option, and all other terms and conditions of the option are determined by the Board at the time the option is granted. The options generally vest over a period between two and five years. For the nine months ended September 30, 2022 , no new option shares were granted . A summary of the status of stock options exercised, including the substantive options discussed in Note 3, is as follows: Number of shares Weighted Average Exercise Price Outstanding at December 31, 2021 14,927 $ 5.99 Granted - - Exercised (3,569 ) 5.97 Expired or cancelled - - Outstanding at September 30, 2022 11,358 $ 5.99 The following summarizes information about options outstanding and exercisable at January 1, 2022 and September 30, 2022: Options Outstanding and Exercisable Exercise Price Total Outstanding Weighted Average Remaining Life (Years) Weighted Average Exercise Price Total Exercisable January 1, 2022 $ 6.57 14,927 5.0 $ 5.99 14,927 September 30, 2022 $ 6.28 11,358 5.0 $ 5.99 11,358 The intrinsic value of these options on September 30, 2022 and December 31, 2021 was $8.32 and $14.68, respectively. The Company received cash payments of $7,862 and $21,346 from the exercise of options under the Stock Option Plan in the three and nine months ended September 30, 2022, respectively. The Company did not record any compensation costs related to stock options during the three and nine months ended September 30, 2022. As of September 30, 2022, there is no unrecognized compensation costs related to non-vested share-based compensation arrangements granted under the Stock Option Plan. The remaining unexercised shares are from substantive options in which the non-recourse notes may be pre-paid, therefore the Company recognized the total calculated compensation expense at the time of issuance. Stock Bonus Plan Effective May 11, 2021, the Company established the Bowman Consulting Group Ltd. 2021 Omnibus Equity Incentive Plan (“the Plan”). The Plan is administered by the Board through which they can issue restricted stock awards. As of September 30, 2022, 3,450,729 shares of common stock are authorized and reserved for issuance under the Plan. This reserve automatically increases on each January 1, for the duration of the Plan, in an amount equal to 5% of the total number of shares outstanding on December 31 st of the preceding calendar year. During the nine months ended September 30, 2022, the Board granted 385,647 shares of restricted stock under the Plan. The shares have a vesting period of up to five years during which there are certain restrictions as described in the Plan and Stock Bonus Agreements. The grant date fair value of the award is the closing price of the shares on such date, or if there are no sales on such date, on the next preceding day on which there were sales. Effective April 2003, the Company adopted the Bowman Consulting Group Ltd. Stock Bonus Plan (“the Stock Bonus Plan”), which allowed for the awarding of restricted stock to employees. The Stock Bonus Plan was superseded by the Bowman Consulting Group Ltd. 2021 Omnibus Equity Incentive Plan except that the Stock Bonus Plan shall remain in effect with respect to awards granted under it until such awards have been forfeited or fully vested. During the nine months ended September 3 0 , 202 2 no new restricted stock awards were granted under the Stock Bonus Plan. The following table summarizes the activity of restricted shares subject to forfeiture: Number of shares Weighted Average Grant Price Outstanding at January 1, 2022 2,218,283 13.74 Granted 385,647 16.32 Vested (630,905 ) 13.70 Cancelled (7,847 ) 13.20 Outstanding at September 30, 2022 1,965,178 14.26 On November 10, 2021 the compensation committee of the Company’s Board adopted the 2021 Executive Officers Long Term Incentive Plan (the “Officers LTIP”). The Officers LTIP is established under the Plan and is subject to the terms and conditions thereof. The purpose of this plan is to attract, retain and motivate key officers and employees through the grant of equity-based awards that reward Company performance over a period greater than one year and align their interests with long-term stockholder value. During the nine months ended September 30, 2022, the compensation committee approved the grants of 186,587 performance-based stock units to certain executive officers of the Company under the Officers LTIP. The performance based restricted stock units are subject to a market condition, with a vesting period of 2.91 years. The number of units earned is based on total shareholder return (“TSR”) of the Company’s common stock relative to the TSR of the components of a custom peer group during the performance period from February 10, 2022 to December 31, 2024. The performance stock units are valued using a Monte Carlo simulation with model inputs of opening average share value, valuation date stock price, expected volatilities, correlation coefficient, risk-free interest rate, and expected dividend yield for the Company and the custom peer group. The following table summarizes the activity of performance stock units subject to forfeiture: Number of shares Weighted Average Grant Price Outstanding at January 1, 2022 260,842 13.81 Granted 186,587 13.05 Vested - - Cancelled - - Outstanding at September 30, 2022 447,429 13.49 The Company recognized forfeitures as they occur. The following table represents the change in the liability to common shares subject to repurchase and the associated non-cash compensation expense for the nine months ended September 30, 2022 and the year ended December 31, 2021 (in thousands): September 30, 2022 December 31, 2021 Beginning Balance $ 7 $ 842 Non-cash compensation from ratable vesting - 41 Non-cash compensation from change in fair value of liability - 2 Other stock activity, net $ (7 ) 516 Reclassification upon modification - (1,394 ) Ending balance - $ 7 As of September 30, 2022, the Company had 2,412,607 shares of unvested stock awards that vest between October 1, 2022 and December 31, 2027. The future expense of the unvested awards for the remainder of 2022 and succeeding years is as follows (in thousands): 2022 $ 3,441 2023 12,437 2024 6,861 2025 1,735 Thereafter 274 Total $ 24,748 |
Capital Leases
Capital Leases | 9 Months Ended |
Sep. 30, 2022 | |
Capital Leases Of Lessee [Abstract] | |
Capital Leases | 15. Capital Leases The Company leases equipment and vehicles under capital lease agreements. The payment terms on the lease agreements range between 30 and 50 months with payments totaling approximately $0.6 million per month. We use the incremental borrowing rate on our revolving line of credit to calculate the present value on new leases. Future minimum commitments under non-cancelable capital leases for the remainder of 2022 and succeeding years are as follows (in thousands): 2022 $ 1,936 2023 6,459 2024 4,130 2025 3,028 2026 767 Total minimum lease payments $ 16,320 Less: amount representing interest (2,168 ) Present value of total net minimum lease payments $ 14,152 Less: current portion of net minimum lease payments (7,473 ) Long-term portion of net minimum lease payments $ 6,679 The above table is exclusive of the $3.3 million bargain purchase price associated with the $17.5 million total liability to capital leases as presented on the consolidated balance sheet. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 16. Commitments and Contingencies Operating leases The Company leases office space, equipment and vehicles. Nearly all equipment and vehicles are leased under capital lease agreements and all office space under operating lease agreements. Rent, vehicle and equipment lease expense for the three and nine months ended September 30, 2022, was $2.3 million and $6.1 million, respectively. Rent, vehicle and equipment lease expense for the three and nine months ended September 30, 2021, was $1.5 million and $4.3 million, respectively. Future minimum lease payments for the remainder of 2022 and for the succeeding years is as follows (in thousands): 2022 $ 2,296 2023 7,993 2024 7,206 2025 6,159 2026 4,740 Thereafter 10,332 Total $ 38,726 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. Subsequent Events On October 31, 2022, pursuant to a Bill of Sale among Huntington Technology Finance, as Seller/Lessor, the Company, as Lessee, and Honour Capital LLC ,as Buyer, approximately $9.5 million of equipment leased by the Company and financed by Huntington was purchased by Honour Capital. The Company’s indebtedness related to the leased equipment was refinanced by Honour. The Company is currently evaluating the impact on the consolidated financial statements and related disclosures. On November 4, 2022, the Company completed the acquisition of substantially all of the assets of Spatial Acuity, LLC pursuant to the Asset Purchase Agreement, dated October 31, 2022 (the “Agreement”), among the Company, Spatial Acuity, LLC, and certain key members. The aggregate consideration was approximately $4.0 million which consisted of (i) $1.0 million in cash (ii) non-negotiable promissory notes in the aggregate amount of $1.0 million, subject to adjustment and (iii) 134,042 shares of common stock, at $14.92 per share. The Agreement includes a contingent consideration feature, which affords the sellers the opportunity to earn additional purchase price consideration on certain financial performance thresholds. On November 4, 2022, the Company completed the acquisition of substantially all of the assets of SEI Engineering, LLC pursuant to the Asset Purchase Agreement, dated November 2, 2022 (the “Agreement”), among the Company, SEI Engineering, LLC, and certain key members. The aggregate consideration was approximately $0.8 million which consisted of (i) $0.4 million in cash and (ii) non-negotiable promissory notes in the aggregate amount of $0.4 million, subject to adjustment. On November 11, 2022, the Company and certain of its subsidiaries, as guarantors, entered into an Amended and Restated Credit Agreement with Bank of America, N.A. (the "Amended and Restated Agreement") as well as an Amended and Restated Pledge and Security Agreement. The Amended and Restated Agreement increases the maximum principal amount of the revolving line of credit to $50 million, is secured by all the assets of the Company and the subsidiary guarantors and has a maturity date of September 30, 2024. Under the Amended and Restated Agreement, the Company is required to comply with certain covenants, including covenant on indebtedness, investments, liens and restricted payments, as well as maintain certain financial covenants, including a fixed charge coverage ratio and leverage ratio of debt to EBITDA (as defined in the Amended and Restated Agreement). |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements and footnotes of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and applicable regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial information. In the opinion of management, the interim financial information includes all adjustments of a normal recurring nature necessary for a fair presentation of the results of operations, financial position, changes in shareholders’ equity and cash flows. The results of operations for the current period are not necessarily indicative of the results for the full year or the results for any future periods. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related footnotes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31,2021 (the Annual Report) filed with the SEC on March 23, 2022. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Emerging Growth Company | Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act (“JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934 (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is either not an emerging growth company or, an emerging growth company that has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used. |
Revenue Recognition | Revenue Recognition Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contract with Customers (“ASC Topic 606”) provides a single comprehensive revenue recognition framework and supersedes almost all revenue recognition guidance including industry-specific revenue guidance. To determine the proper revenue recognition method under ASC Topic 606, the Company evaluates whether two or more contracts should be combined and accounted for as one single contract and if so, whether to account for the combined or single contract as more than one performance obligation. In general, the Company has concluded that there is a single performance obligation because the promise to transfer individual goods or services is not separately identifiable from the commitment to the deliverable of the contract and, therefore, is not distinct. The Company generally recognizes revenue over time as control transfers to a customer based upon the extent of progress towards satisfaction of the performance obligation. For services delivered under fixed price contracts, the Company uses the ratio of actual costs incurred to total estimated costs at completion (an input method) as a reasonable measure of progress towards the satisfaction of a performance in order to estimate the portion of revenue earned. A contract containing a mix of hourly and fixed fee assignments may be characterized as one lump sum contract for purposes of ASC Topic 606. As such, a contract must contain hourly billed components exclusively to qualify for the as-billed practical expedient in ASC Topic 606. |
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 of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could vary from the estimates and assumptions that were used. |
Concentration of Credit Risk and other Concentrations | Concentration of Credit Risk and other Concentrations The Company’s financial instruments that are exposed to concentrations of credit risk consist of cash and accounts receivable. Cash balances at various times during the year may exceed the amount insured by the Federal Deposit Insurance Corporation. The Company’s cash deposits are held in institutions whose credit ratings are monitored by management, and the Company has not incurred any losses related to such deposits. The Company is subject to a concentration of credit risk with respect to outstanding accounts receivable. However, the Company believes no such concentration existed during the nine months ended September 30, 2022, or the year ended December 31, 2021. The Company’s customers are located throughout the United States. Although the Company generally grants credit without collateral, management believes that its contract acceptance, billing, and collection policies are adequate to minimize material credit risk. Also, for non-governmental customers, the Company can often place mechanics liens against the real property associated with the contract in the event of non-payment. |
Fair Value Measurements | Fair Value Measurements Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures The codification establishes a three-level disclosure hierarchy to indicate the level of judgment used to estimate fair value measurements: Level 1: Quoted prices in active markets for identical assets or liabilities as of the reporting date; Level 2: 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; and inputs other than quoted prices (such as interest rate and yield curves ); Level 3: Uses inputs that are unobservable, supported by little or no market activity and reflect significant management judgment. As of September 30, 2022 and December 31, 2021: • The carrying amount of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their fair value due to the relatively short duration of these instruments; • The carrying amounts of debt obligations approximate their fair values as the terms are comparable to terms currently offered by local financial institutions for arrangements with similar terms to industry peers with comparable credit characteristics. Accordingly, the debt obligations involve Level 2 fair value inputs; • The liability related to shares subject to repurchase is recognized at fair value using Level 1 inputs as there is an active market for the Company’s publicly traded stock. For further discussion, see Note 14, Employee Stock Purchase and Stock Incentive Plans . The liability related to shares subject to repurchase was $0 and $7,000 as of September 30, 2022 and December 31, 2021, respectively |
Income Taxes | Income Taxes The Company recognizes deferred income tax assets or liabilities for expected future tax consequences of events recognized in the consolidated financial statements or tax returns. Under this method, deferred income tax assets or liabilities are determined based upon the difference between the financial statement and income tax bases of assets and liabilities using enacted tax rates expected to apply when the differences settle or become realized. Valuation allowances are provided when it is more likely than not that a deferred tax asset is not realizable or recoverable in the future. As of September 30, 2022, no valuation allowances are required and all deferred tax assets are realizable. The Company assesses uncertain tax positions to determine whether the position will more likely than not be sustained upon examination by the Internal Revenue Service (IRS) or other taxing authorities. If the Company cannot reach a more-likely-than-not determination, no benefit is recorded. If the Company determines that the tax position is more likely than not to be sustained, the Company records the largest amount of benefit that is more likely than not to be realized when the tax position is settled. The Company recognizes interest and penalties, if any, related to uncertain tax positions in income tax expense. The Company recognizes the effect of a change in tax rates on deferred tax assets and liabilities in income in the period that includes the enactment date. The Company’s effective tax rate for the nine months ended September 30, 2022 and 2021 was (86.0%) and (18.6%), respectively. The change was due primarily to a tax benefit due to an accounting method change, an increase in R&D credit on the 2021 US Federal income tax return, windfall tax adjustments which results from the vesting of restricted stock awards at a value higher than the grant date fair value, an increase in projected R&D credits for fiscal year 2022 offset by projected limitations on the deductibility of executive compensation. The R&D credit increase for the 2021 US Federal income tax return is $0.7 million. The windfall tax adjustment for restricted stock awards is $0.5 million for the nine months ended September 30, 2022. There was no windfall tax adjustments from restricted stock awards for the nine months ended September 30, 2021. The projected R&D credit to be generated for fiscal year 2022 was $3.1 million as of September 30, 2022 and the projected R&D credit to be generated for fiscal year 2021 was $1.5 million as of September 30, 2021. The annual projected limitation on the deductibility of executive compensation is currently $3.7 million for 2022. For the period ending December 31, 2021, the Company recorded an uncertain tax position of $1.9 million for being on an impermissible method in deducting stock-based compensation expense for income tax purposes consistent with the timing as recognized for book purposes. The Company filed Form 3115 with the Internal Revenue Service requesting to change from the impermissible method to a permissible method. On July 27, 2022 Form 3115 was approved by the IRS which will result in a reversal of the uncertain tax position to a deferred tax liability. In the third quarter, the Company recorded a tax benefit of $0.9 million related to windfall tax benefits associated with the accounting method change. Additionally, the Company recorded a benefit of $ 0.4 million with an equally offsetting UTP of $ 0.4 million during the quarter related to the annual limitation on the deductibility of executive compensation claimed on the 2021 US Federal income tax return . The Company files income tax returns in the U.S. federal jurisdiction and certain states in which it operates. Based on the timing of the filing of certain tax returns, the Company’s federal income tax returns for tax years 2018 and after remain subject to examination by the U.S. Internal Revenue Service. The statute of limitations on the Company’s state income tax returns generally conforms to the federal three-year statute of limitations. |
Segments | Segments The Company operates in one segment based upon the financial information used by its chief operating decision maker in evaluating the financial performance of its business and allocating resources. The single segment represents the Company’s core business of providing engineering and related professional services to its customers. |
Recently Issued Accounting Guidance | Recently Issued Accounting Guidance Accounting guidance recently adopted In October 2021, the FASB issued Accounting Standards Update 2021-08, Accounting for Contract Assets and Liabilities from Contracts with Customers Business Combinations Revenue from Contracts with Customers In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350), simplifying the Test for Goodwill Impairment. ASU 2017-04 eliminates Step 2 of the goodwill impairment test. Goodwill impairment will now be the amount by which the reporting unit’s carrying amount exceeds its fair value, limited to the carrying amount of the goodwill. The Company adopted the new standard effective January 1, 2022. The impact of this ASU is not material to its consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity (“ASU 2020-06”). This ASU simplifies the complexity associated with applying GAAP for certain financial instruments with characteristics of liabilities and equity. More specifically, the amendments focus on the guidance for convertible instruments and the derivative scope exception for contracts in an entity’s own equity. Under ASU 2020-06, the embedded conversion features are no longer separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, or that do not result in substantial premiums accounted for as paid-in capital. Consequently, a convertible debt instrument, such as the Convertible Notes, will be accounted for as a single liability measured at its amortized cost, as long as no other features require bifurcation and recognition as derivatives. The new guidance also requires the if-converted method to be applied for all convertible instruments and requires additional disclosures. The Company adopted the new standard on a prospective basis effective January 1, 2022. A ccounting guidance not yet adopted In February 2016, the FASB issued Accounting Standards Update 2016-02, Leases (Topic 842) (“ASU 2016-02”) to increase transparency and comparability of accounting for lease transactions by requiring lessees to recognize the right-of-use assets and lease liabilities on the balance sheet and to disclose qualitative and quantitative information about lease transactions and enable users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The effective date of ASU 2016-02 for the Company is January 1, 2022, with early adoption permitted. This ASU is not required to be reflected in the consolidated financial statements or disclosures until the year ending December 31, 2022, and therefore is not reflected in the consolidated financial statements on this Quarterly Report on Form 10-Q. The Company expects to record operating lease right of use assets and offsetting lease liabilities, primarily for office leases. Based on the existing structure of the Company’s leases, we do not expect the adoption of Topic 842 to result in a material adjustment to equity or earnings. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326) to replace the incurred loss impairment methodology under U.S. GAAP. 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 will require 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, and require a loss be incurred before it is recognized. The expected credit losses are adjusted each period for changes in expected lifetime credit losses. The new standard will apply to accounts receivable, loans, and other financial instruments. This standard is effective for the Company beginning January 1, 2023. Adoption of ASU 2016-13 will be applied using a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of the effective date. The Company is currently evaluating the impact of this ASU on our consolidated financial statements and related disclosures. The Company does not believe that any recently issued standards other than those noted above would have a material effect on its consolidated financial statements. |
Earnings per Share (Tables)
Earnings per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Summary of Reconciliation of Net Income and Weighted Average Shares Outstanding for 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 for the three and nine months ended September 30, 2022 and 2021 (in thousands, except share data): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Numerator Net income $ 3,397 $ 357 $ 4,534 $ 899 Earnings allocated to non-vested shares 504 71 731 165 Subtotal $ 2,893 $ 286 $ 3,803 $ 734 Denominator Weighted average common shares outstanding 11,304,946 8,920,505 10,669,221 7,003,462 Effect of dilutive nominal options - - - - Effect of dilutive contingently earned shares 463,465 14,769 460,257 4,978 Dilutive average shares outstanding 11,768,411 8,935,274 11,129,478 7,008,440 Basic earnings per share $ 0.26 $ 0.03 $ 0.36 $ 0.10 Dilutive earnings per share $ 0.25 $ 0.03 $ 0.34 $ 0.10 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Terra Associates, Inc. (“Terra”) | |
Business Acquisition [Line Items] | |
Summary of Changes in Preliminary Calculations of the Fair Values of Assets Acquired and Liabilities Assumed | The following summarizes the changes in the preliminary calculations of the fair values of Terra assets acquired and liabilities assumed as of the acquisition date (in thousands): December 31, 2021 Change September 30, 2022 Total Purchase Price $ 5,812 $ - $ 5,812 Purchase Price Allocation: Accounts receivable 794 488 1,282 Contract assets 457 304 761 Other assets 6 - 6 Intangible assets 1,280 - 1,280 Accounts payable and other current liabilities (215 ) - (215 ) Contract liabilities (512 ) (214 ) (726 ) Total identifiable assets $ 1,810 $ 578 $ 2,388 Goodwill 4,002 (578 ) 3,424 Net assets acquired $ 5,812 $ - $ 5,812 |
McMahon Associates, Inc. (“McMahon”) | |
Business Acquisition [Line Items] | |
Summary of Changes in Preliminary Calculations of the Fair Values of Assets Acquired and Liabilities Assumed | The following summarizes the changes in the preliminary calculations of the fair values of McMahon’s assets acquired and liabilities assumed as of the acquisition date (in thousands): June 30, 2022 Change September 30, 2022 Total Purchase Price $ 18,331 $ - $ 18,331 Purchase Price Allocation: Accounts Receivable, net 8,456 8,456 Prepaid and other current assets 156 135 291 Property and equipment, net 819 130 949 Intangible assets 3,342 - 3,342 Contract assets 1,017 - 1,017 Other assets 115 - 115 Accounts payable and other current liabilities (3,818 ) - (3,818 ) Capital leases - non-current - (134 ) (134 ) Other non-current obligations (220 ) - (220 ) Contract liabilities (841 ) - (841 ) Total identifiable assets $ 9,026 $ 131 $ 9,157 Goodwill $ 9,305 $ (131 ) $ 9,174 Net assets acquired $ 18,331 $ - $ 18,331 |
Summary of Results of Operations of Businesses Acquired From Dates of Acquisitions | The consolidated financial statements of the Company include the results of operations since the date the business was acquired. The following table presents the results of operations of the acquired business from the date of acquisition for the nine months ended September 30, 2022 (in thousands): For the Nine Months Ended September 30, 2022 Gross Contract Revenue $ 14,136 Net Income (loss) $ 419 |
Summary of Unaudited Proforma Results | The following table presents the unaudited, pro forma consolidated results of operations for the nine months ended September 30, 2022 and September 30, 2021, respectively, assuming that the McMahon acquisition described above occurred at January 1, 2021. 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): For the Nine Months Ended September 30, 2022 September 30, 2021 Gross Contract Revenue $ 198,315 $ 134,007 Net Income (loss) $ 5,478 $ 1,190 |
Fabre Engineering, Inc. (“Fabre”) | |
Business Acquisition [Line Items] | |
Summary of Changes in Preliminary Calculations of the Fair Values of Assets Acquired and Liabilities Assumed | The following summarizes the changes in the preliminary calculations of the fair values of Fabre assets acquired and liabilities assumed as of the acquisition date (in thousands): June 30, 2022 Change September 30, 2022 Total Purchase Price $ 500 $ - $ 500 Purchase Price Allocation: Accounts Receivable, net - Prepaid and other current assets - Property and equipment, net 14 14 Intangible assets - 442 442 Contract assets 9 9 Accounts payable and other current liabilities (10 ) (10 ) Contract liabilities (1,300 ) 1,003 (297 ) Total identifiable assets $ (1,287 ) $ 1,445 $ 158 Goodwill 1,787 (1,445 ) 342 Net assets acquired $ 500 $ - $ 500 |
Project Design Consultants, LLC (“PDC”) | |
Business Acquisition [Line Items] | |
Summary of Changes in Preliminary Calculations of the Fair Values of Assets Acquired and Liabilities Assumed | The following summarizes the preliminary calculations of the fair values of PDC assets acquired and liabilities assumed as of the acquisition date (in thousands): Total Purchase Price $ 14,801 Purchase Price Allocation: Accounts receivable 2,199 Prepaid and other current assets 161 Contract assets 926 Property and equipment, net 489 Other assets 41 Accounts payable and other current liabilities (1,129 ) Contract liabilities (1,362 ) Capital leases - non-current (67 ) Other non-current obligations (170 ) Total identifiable assets $ 1,088 Goodwill 13,713 Net assets acquired $ 14,801 |
Disaggregation of Revenue and_2
Disaggregation of Revenue and Contract Balances (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Disaggregation Of Revenue [Abstract] | |
Summary of Disaggregated Revenues by Contract Type | Disaggregated revenues by contract type were as follows (in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Fixed fee $ 66,518 93.4 % $ 38,206 96.2 % $ 174,590 93.8 % $ 103,179 95.5 % Time-and-materials 4,728 6.6 % 1,509 3.8 % 11,515 6.2 % 4,862 4.5 % Gross contract revenue $ 71,246 100.0 % $ 39,715 100.0 % $ 186,105 100.0 % $ 108,041 100.0 % |
Contracts in Progress (Tables)
Contracts in Progress (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Contract With Customer Asset And Liability [Abstract] | |
Summary of Costs and Estimated Earnings on Contracts | The following table reflects the calculation of the net balance of contract assets and contract liabilities. Costs and estimated earnings on contracts in progress consist of the following (in thousands): September 30, 2022 December 31, 2021 Costs incurred on uncompleted contracts $ 243,717 $ 168,110 Estimated contract earnings in excess of costs 344,977 229,949 Estimated contract earnings to date 588,694 398,059 Less: billed to date (584,611 ) (393,493 ) Net contract assets $ 4,083 $ 4,566 |
Notes Receivable (Tables)
Notes Receivable (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Receivables [Abstract] | |
Summary of Notes Receivable | The Company has unsecured notes receivable from related parties, certain non-executive officers of the Company and an unrelated third party. The following is a summary of these notes receivable (in thousands): September 30, 2022 December 31, 2021 Officers, employees and affiliated entities - Interest accrues annually at rates ranging from 0.0% - 5.5%. The notes receivable mature through November 2024 $ 2,345 $ 2,478 Unrelated third party - Currently no interest is being accrued on this note. The note receivable matures in December 2023 903 903 Total: 3,248 3,381 Less: current portion Officers, employees and affiliates (1,162 ) (1,260 ) Noncurrent portion $ 2,086 $ 2,121 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property Plant And Equipment [Abstract] | |
Summary of Property and Equipment for Fixed Assets | Property and equipment for fixed assets are as follows (in thousands): September 30, 2022 December 31, 2021 Computer equipment $ 2,003 $ 1,279 Survey equipment 4,775 4,625 Vehicles 944 763 Furniture and fixtures 2,322 1,675 Leasehold improvements 7,309 6,886 Software 317 332 Fixed assets pending lease financing 1 323 519 Total: 17,993 16,079 Less: accumulated depreciation (11,745 ) (10,669 ) Property and Equipment, net of capital leased assets $ 6,248 $ 5,410 1 |
Summary of Property and Equipment for Capital Leased Assets | Property and equipment for capital leased assets are as follows (in thousands): September 30, 2022 December 31, 2021 Equipment $ 20,714 $ 15,391 Vehicles 6,522 5,542 Total: 27,236 20,933 Less: accumulated amortization on leased assets (10,801 ) (6,141 ) Capital Leased Assets, net $ 16,435 $ 14,792 |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Goodwill Resulting From Business Acquisitions | The following is a summary of goodwill resulting from business acquisitions held by the Company at September 30, 2022 (in thousands): Goodwill Balance as of December 31, 2021 $ 28,471 2022 Activity 26,793 Balance as of September 30, 2022 $ 55,264 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Intangible Assets [Abstract] | |
Summary of Total Intangible Assets | Total intangible assets consisted of the following at September 30, 2022 and December 31, 2021 (in thousands): September 30, 2022 December 31, 2021 Gross Amount Accumulated Amortization Net Balance Gross Amount Accumulated Amortization Net Balance Customer relationships $ 13,257 $ (1,481 ) $ 11,776 $ 10,018 $ (665 ) $ 9,353 Contract rights 3,499 (1,371 ) 2,128 2,333 (224 ) 2,109 Leasehold 187 (38 ) 149 160 (17 ) 143 Non-compete agreement 137 (137 ) - 137 (137 ) - Domain name 281 - 281 281 - 281 Licensing rights 1,400 - 1,400 400 - 400 Total $ 18,761 $ (3,027 ) $ 15,734 $ 13,329 $ (1,043 ) $ 12,286 |
Summary of Weighted Average Useful Lives of Intangible Assets by Asset Class Used for Straight-line Expense Purposes | The following table summarizes the weighted average useful lives of intangible assets by asset class used for straight-line expense purposes: September 30, 2022 December 31, 2021 Customer relationships 13.21 10.32 Contract rights 2.45 2.87 Leasehold 8.05 9.17 Non-compete agreement 3.00 3.00 |
Summary of Future amortization | Future amortization for the remainder of 2022 and for the succeeding years is as follows (in thousands): 2022 689 2023 2,175 2024 1,809 2025 1,050 2026 1,023 Thereafter 7,307 Total $ 14,053 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Instruments [Abstract] | |
Schedule of Notes Payable | Notes payable consist of the following (in thousands): September 30, 2022 December 31, 2021 Related parties: Shareholders - Interest accrues annually at rates ranging from 0.00% - 6.50%. The notes payable mature on various dates through October 2025. $ 12,007 $ 10,771 Owners of Acquired Entities - Interest accrues annually at rates ranging from 3.25% - 7.00% annually. The notes payable mature on various dates through October 2024. 7,475 450 Convertible Notes Payable - Interest accrues annually at rates ranging from 4.75% - 5.50% annually. The convertible notes payable mature on various dates through May 2027. 5,050 - Unrelated third parties: Note payable for purchase of software and vehicles 62 34 Note payable for purchase of intangible asset 100 100 Fixed line notes payable - see note 11 956 1,502 Total 25,650 12,857 Less: current portion (9,843 ) (4,450 ) Noncurrent portion $ 15,807 $ 8,407 |
Schedule of Future Principal Payments on Notes Payable | Future principal payments on notes payable for remainder of 2022 and succeeding years are as follows (in thousands): 2022 $ 1,934 2023 9,912 2024 7,422 2025 3,857 2026 1,683 Thereafter 842 Total $ 25,650 |
Employee Stock Purchase and S_2
Employee Stock Purchase and Stock Incentive Plans (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Stock Issuance Activity Under Employee Stock Purchase Plan | The following table summarizes the stock issuance activity under the ESPP for the nine months ended September 30, 2022 (in thousands, except share data): September 30, 2022 Total purchase price paid by employees for shares sold $ 1,000 Number of shares sold 76,112 |
Summary of Status of Stock Options Exercised, Including Substantive Options and Information about Options Outstanding and Exercisable | A summary of the status of stock options exercised, including the substantive options discussed in Note 3, is as follows: Number of shares Weighted Average Exercise Price Outstanding at December 31, 2021 14,927 $ 5.99 Granted - - Exercised (3,569 ) 5.97 Expired or cancelled - - Outstanding at September 30, 2022 11,358 $ 5.99 The following summarizes information about options outstanding and exercisable at January 1, 2022 and September 30, 2022: Options Outstanding and Exercisable Exercise Price Total Outstanding Weighted Average Remaining Life (Years) Weighted Average Exercise Price Total Exercisable January 1, 2022 $ 6.57 14,927 5.0 $ 5.99 14,927 September 30, 2022 $ 6.28 11,358 5.0 $ 5.99 11,358 |
Summary of Activity of Restricted Shares Subject to Forfeiture | The following table summarizes the activity of restricted shares subject to forfeiture: Number of shares Weighted Average Grant Price Outstanding at January 1, 2022 2,218,283 13.74 Granted 385,647 16.32 Vested (630,905 ) 13.70 Cancelled (7,847 ) 13.20 Outstanding at September 30, 2022 1,965,178 14.26 |
Summary of Activity of Performance Stock Units Subject to Forfeiture | The following table summarizes the activity of performance stock units subject to forfeiture: Number of shares Weighted Average Grant Price Outstanding at January 1, 2022 260,842 13.81 Granted 186,587 13.05 Vested - - Cancelled - - Outstanding at September 30, 2022 447,429 13.49 |
Summary of Change in Liability to Common Shares Subject to Repurchase and Associated Non-cash Compensation Expense | The following table represents the change in the liability to common shares subject to repurchase and the associated non-cash compensation expense for the nine months ended September 30, 2022 and the year ended December 31, 2021 (in thousands): September 30, 2022 December 31, 2021 Beginning Balance $ 7 $ 842 Non-cash compensation from ratable vesting - 41 Non-cash compensation from change in fair value of liability - 2 Other stock activity, net $ (7 ) 516 Reclassification upon modification - (1,394 ) Ending balance - $ 7 |
Summary of Future Expense of Unvested Awards | The future expense of the unvested awards for the remainder of 2022 and succeeding years is as follows (in thousands): 2022 $ 3,441 2023 12,437 2024 6,861 2025 1,735 Thereafter 274 Total $ 24,748 |
Capital Leases (Tables)
Capital Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Capital Leases Of Lessee [Abstract] | |
Schedule of Future Minimum Commitments Under Non-cancelable Capital Leases | Future minimum commitments under non-cancelable capital leases for the remainder of 2022 and succeeding years are as follows (in thousands): 2022 $ 1,936 2023 6,459 2024 4,130 2025 3,028 2026 767 Total minimum lease payments $ 16,320 Less: amount representing interest (2,168 ) Present value of total net minimum lease payments $ 14,152 Less: current portion of net minimum lease payments (7,473 ) Long-term portion of net minimum lease payments $ 6,679 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Operating Lease Liabilities Payments Due Rolling Maturity [Abstract] | |
Summary of Future Minimum Lease Payments | Future minimum lease payments for the remainder of 2022 and for the succeeding years is as follows (in thousands): 2022 $ 2,296 2023 7,993 2024 7,206 2025 6,159 2026 4,740 Thereafter 10,332 Total $ 38,726 |
Nature of Business and Basis _2
Nature of Business and Basis of Presentation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |||||
Mar. 02, 2022 | Feb. 28, 2022 | Feb. 11, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Nature Of Business And Basis Of Presentation [Line Items] | ||||||
Number of shares issued and sold | 157,500 | |||||
Shares price per share | $ 16 | |||||
Proceeds from issuance of common stock | $ 2,500 | $ 1,021 | $ 297 | |||
Common Stock Offering | ||||||
Nature Of Business And Basis Of Presentation [Line Items] | ||||||
Number of shares issued and sold | 900,000 | |||||
Shares price per share | $ 16 | |||||
Net proceeds from sale of common stock | $ 13,700 | |||||
Common Stock Offering | President, Chairman and Chief Executive Officer | ||||||
Nature Of Business And Basis Of Presentation [Line Items] | ||||||
Number of shares issued and sold | 150,000 | |||||
Over-Allotment Option | ||||||
Nature Of Business And Basis Of Presentation [Line Items] | ||||||
Number of shares issued and sold | 1,057,500 | |||||
Net proceeds from sale of common stock | $ 2,400 | |||||
Proceeds from issuance of common stock | $ 16,900 | |||||
IPO | ||||||
Nature Of Business And Basis Of Presentation [Line Items] | ||||||
Deferred offering costs capitalized | $ 500 |
Significant Accounting Polici_3
Significant Accounting Policies - Additional Information (Details) | 9 Months Ended | ||||
Sep. 30, 2022 USD ($) Segment | Sep. 30, 2021 USD ($) | Nov. 07, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Accounting Policies [Abstract] | |||||
Common shares subject to repurchase | $ 0 | $ 7,000 | $ 842,000 | ||
Effective tax rate | (86.00%) | (18.60%) | |||
Windfall tax adjustment for restricted stock awards | $ 500,000 | $ 0 | |||
Increase in R&D credit | 700,000 | ||||
R&D credit | 3,100,000 | $ 1,500,000 | |||
Annual projected limitation on deductibility of executive compensation | $ 3,700,000 | ||||
Uncertain tax position | $ 1,900,000 | ||||
Windfall tax benefit | $ 900,000 | ||||
Tax benefit on offsetting UTP | 400,000 | ||||
Tax benefit on annual limitation on deductibility of executive compensation | $ 400,000 | ||||
Number of operating segment | Segment | 1 |
Earnings per Share - Additional
Earnings per Share - Additional Information (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Non-vested restricted shares | 1,959,714 | 2,194,343 | 2,037,620 | 1,541,174 |
Substantive options shares | 12,316 | 21,499 | 13,442 | 36,246 |
Earnings per Share - Summary of
Earnings per Share - Summary of Reconciliation of Net Income and Weighted Average Shares Outstanding for Calculation of Basic and Diluted Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Net Income | $ 3,397 | $ 357 | $ 4,534 | $ 899 |
Earnings allocated to non-vested shares | 504 | 71 | 731 | 165 |
Subtotal | $ 2,893 | $ 286 | $ 3,803 | $ 734 |
Weighted average common shares outstanding | 11,304,946 | 8,920,505 | 10,669,221 | 7,003,462 |
Effect of dilutive contingently earned shares | 463,465 | 14,769 | 460,257 | 4,978 |
Dilutive average shares outstanding | 11,768,411 | 8,935,274 | 11,129,478 | 7,008,440 |
Basic earnings per share | $ 0.26 | $ 0.03 | $ 0.36 | $ 0.10 |
Dilutive earnings per share | $ 0.25 | $ 0.03 | $ 0.34 | $ 0.10 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2021 | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | |
Business Acquisition [Line Items] | |||||
Contract liability | $ 4,623 | $ 7,689 | $ 4,623 | $ 7,689 | |
Goodwill | $ 28,471 | 55,264 | $ 28,471 | 55,264 | |
Terra Associates, Inc. (“Terra”) | |||||
Business Acquisition [Line Items] | |||||
Name of acquired entity | Terra Associates, Inc. | ||||
Effective date of acquisition | Dec. 31, 2021 | ||||
Total consideration paid | $ 5,812 | 5,812 | |||
Issuance of common stock for acquisitions | 49,875 | ||||
Price per share | $ 21.25 | $ 21.25 | |||
Equity issued in business combination, fair value | $ 1,100 | $ 1,100 | |||
Cash, promissory note and assumed liabilities payment on business combination | 4,700 | ||||
Intangible assets | 1,280 | 1,280 | 1,280 | 1,280 | |
Contract assets increase | 304 | ||||
Contract liabilities decrease | 214 | ||||
Accounts receivable increase | 488 | ||||
Goodwill | 4,002 | 3,424 | 4,002 | 3,424 | |
Terra Associates, Inc. (“Terra”) | Customer Relationships and Contract Rights | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | $ 1,300 | $ 1,300 | |||
Terra Associates, Inc. (“Terra”) | Customer Relationships | |||||
Business Acquisition [Line Items] | |||||
Estimated useful life of intangibles | 10 years | ||||
Terra Associates, Inc. (“Terra”) | Contract Rights | |||||
Business Acquisition [Line Items] | |||||
Estimated useful life of intangibles | 3 years | ||||
Terra Associates, Inc. (“Terra”) | Promissory Note | |||||
Business Acquisition [Line Items] | |||||
Promissory note interest rate | 3.25% | 3.25% | |||
Debt instrument repayment starting date | Mar. 15, 2022 | ||||
Debt instrument repayment ending date | Dec. 15, 2024 | ||||
McMahon Associates, Inc. (“McMahon”) | |||||
Business Acquisition [Line Items] | |||||
Name of acquired entity | McMahon Associates, Inc. | ||||
Effective date of acquisition | May 04, 2022 | ||||
Total consideration paid | $ 18,331 | 18,331 | |||
Issuance of common stock for acquisitions | 476,796 | ||||
Price per share | $ 16.64 | ||||
Equity issued in business combination, fair value | $ 7,900 | ||||
Cash, promissory note and assumed liabilities payment on business combination | 10,400 | ||||
Intangible assets | 3,342 | 3,342 | $ 3,342 | ||
Statutory income tax rate | 28.90% | ||||
Goodwill | 9,174 | $ 9,305 | $ 9,174 | ||
McMahon Associates, Inc. (“McMahon”) | Promissory Note First and Second | |||||
Business Acquisition [Line Items] | |||||
Interest rate | 3.50% | ||||
McMahon Associates, Inc. (“McMahon”) | Promissory Note Second | |||||
Business Acquisition [Line Items] | |||||
Debt instrument maturity date | Mar. 15, 2023 | ||||
McMahon Associates, Inc. (“McMahon”) | Promissory Note First | |||||
Business Acquisition [Line Items] | |||||
Debt instrument repayment starting date | Aug. 04, 2022 | ||||
Debt instrument repayment ending date | May 04, 2025 | ||||
Fabre Engineering, Inc. (“Fabre”) | |||||
Business Acquisition [Line Items] | |||||
Name of acquired entity | Fabre Engineering, Inc. | ||||
Effective date of acquisition | Jun. 02, 2022 | ||||
Total consideration paid | $ 500 | 500 | |||
Cash, promissory note and assumed liabilities payment on business combination | 500 | ||||
Intangible assets | 442 | 442 | |||
Contract liabilities decrease | (1,003) | ||||
Contract liability | 1,300 | ||||
Increase in revenue | 100 | ||||
Goodwill | $ 342 | $ 1,787 | 342 | ||
Fabre Engineering, Inc. (“Fabre”) | Promissory Note | |||||
Business Acquisition [Line Items] | |||||
Promissory note interest rate | 7% | ||||
Debt instrument repayment starting date | Sep. 02, 2022 | ||||
Debt instrument repayment ending date | Jun. 02, 2024 | ||||
Project Design Consultants, LLC (“PDC”) | |||||
Business Acquisition [Line Items] | |||||
Name of acquired entity | Project Design Consultants, LLC | ||||
Effective date of acquisition | Jul. 15, 2022 | ||||
Total consideration paid | $ 14,801 | ||||
Cash, promissory note and assumed liabilities payment on business combination | 14,800 | ||||
Goodwill | $ 13,713 | $ 13,713 | |||
Project Design Consultants, LLC (“PDC”) | Promissory Note Second | |||||
Business Acquisition [Line Items] | |||||
Price per share | $ 14 | $ 14 | |||
Promissory note interest rate | 4.75% | 4.75% | |||
Debt instrument maturity date | Mar. 15, 2023 | ||||
Project Design Consultants, LLC (“PDC”) | Promissory Note First | |||||
Business Acquisition [Line Items] | |||||
Promissory note interest rate | 4.75% | 4.75% | |||
Debt instrument repayment starting date | Oct. 15, 2022 | ||||
Debt instrument repayment ending date | Jul. 15, 2025 | ||||
Anchor Consultants, LLC (“Anchor”) | |||||
Business Acquisition [Line Items] | |||||
Name of acquired entity | Anchor Consultants, LLC | ||||
Effective date of acquisition | Aug. 26, 2022 | ||||
Total consideration paid | $ 4,100 | ||||
Goodwill | $ 4,000 | $ 4,000 | |||
Anchor Consultants, LLC (“Anchor”) | Promissory Note | |||||
Business Acquisition [Line Items] | |||||
Price per share | $ 18 | $ 18 | |||
Promissory note interest rate | 5.50% | 5.50% | |||
Debt instrument repayment starting date | Nov. 26, 2022 | ||||
Debt instrument repayment ending date | Aug. 26, 2025 | ||||
A&A Land Surveying, Inc. (“A&A”) | |||||
Business Acquisition [Line Items] | |||||
Name of acquired entity | A&A Land Surveying, Inc. | ||||
Effective date of acquisition | Sep. 30, 2022 | ||||
Total consideration paid | $ 1,000 | ||||
Issuance of common stock for acquisitions | 34,200 | ||||
Price per share | $ 14.62 | $ 14.62 | |||
Equity issued in business combination, fair value | $ 500 | $ 500 | |||
Cash, promissory note and assumed liabilities payment on business combination | 500 | ||||
Consideration transferred | $ 900 | ||||
A&A Land Surveying, Inc. (“A&A”) | Promissory Note | |||||
Business Acquisition [Line Items] | |||||
Promissory note interest rate | 6.25% | 6.25% | |||
Debt instrument repayment starting date | Dec. 31, 2022 | ||||
Debt instrument repayment ending date | Sep. 30, 2024 |
Acquisitions - Summary of Chang
Acquisitions - Summary of Changes in Preliminary Calculations of the Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | |
Purchase Price Allocation: | ||||
Goodwill | $ 55,264 | $ 28,471 | $ 55,264 | |
Goodwill, Change | 26,793 | |||
Terra Associates, Inc. (“Terra”) | ||||
Business Acquisition [Line Items] | ||||
Total Purchase Price | 5,812 | 5,812 | ||
Purchase Price Allocation: | ||||
Accounts receivable, net | 1,282 | 794 | 1,282 | |
Contract assets | 761 | 457 | 761 | |
Other assets | 6 | 6 | 6 | |
Intangible assets | 1,280 | 1,280 | 1,280 | |
Accounts payable and other current liabilities | (215) | (215) | (215) | |
Contract liabilities | (726) | (512) | (726) | |
Total identifiable assets | 2,388 | 1,810 | 2,388 | |
Goodwill | 3,424 | 4,002 | 3,424 | |
Net assets acquired | 5,812 | $ 5,812 | 5,812 | |
Total identifiable assets, Change | 578 | |||
Accounts receivable net, Change | 488 | |||
Contract assets, Change | 304 | |||
Contract liabilities, Change | (214) | |||
Goodwill, Change | (578) | |||
Total identifiable assets, Change | 578 | |||
McMahon Associates, Inc. (“McMahon”) | ||||
Business Acquisition [Line Items] | ||||
Total Purchase Price | $ 18,331 | 18,331 | ||
Purchase Price Allocation: | ||||
Accounts receivable, net | 8,456 | 8,456 | 8,456 | |
Prepaid and other current assets | 291 | 156 | 291 | |
Property and equipment, net | 949 | 819 | 949 | |
Contract assets | 1,017 | 1,017 | 1,017 | |
Other assets | 115 | 115 | 115 | |
Intangible assets | 3,342 | 3,342 | 3,342 | |
Capital leases - non-current | (134) | (134) | ||
Other non-current obligations | (220) | (220) | (220) | |
Contract liabilities | (841) | (841) | (841) | |
Total identifiable assets | 9,157 | 9,026 | 9,157 | |
Accounts payable and other current liabilities | (3,818) | (3,818) | (3,818) | |
Goodwill | 9,174 | 9,305 | 9,174 | |
Net assets acquired | 18,331 | 18,331 | 18,331 | |
Total identifiable assets, Change | 131 | |||
Property and equipment, net, Change | 130 | |||
Capital leases - non-current, Change | (134) | |||
Goodwill, Change | (131) | |||
Prepaid and other current assets, Change | 135 | |||
Total identifiable assets, Change | 131 | |||
Fabre Engineering, Inc. (“Fabre”) | ||||
Business Acquisition [Line Items] | ||||
Total Purchase Price | 500 | 500 | ||
Purchase Price Allocation: | ||||
Property and equipment, net | 14 | 14 | 14 | |
Contract assets | 9 | 9 | 9 | |
Intangible assets | 442 | 442 | ||
Contract liabilities | (297) | (1,300) | (297) | |
Total identifiable assets | 158 | (1,287) | 158 | |
Accounts payable and other current liabilities | (10) | (10) | (10) | |
Goodwill | 342 | 1,787 | 342 | |
Net assets acquired | 500 | $ 500 | 500 | |
Total identifiable assets, Change | 1,445 | |||
Intangible assets, Change | 442 | |||
Contract liabilities, Change | 1,003 | |||
Goodwill, Change | (1,445) | |||
Total identifiable assets, Change | 1,445 | |||
Project Design Consultants, LLC (“PDC”) | ||||
Business Acquisition [Line Items] | ||||
Total Purchase Price | 14,801 | |||
Purchase Price Allocation: | ||||
Accounts receivable, net | 2,199 | 2,199 | ||
Prepaid and other current assets | 161 | 161 | ||
Property and equipment, net | 489 | 489 | ||
Contract assets | 926 | 926 | ||
Other assets | 41 | 41 | ||
Capital leases - non-current | (67) | (67) | ||
Other non-current obligations | (170) | (170) | ||
Contract liabilities | (1,362) | (1,362) | ||
Total identifiable assets | 1,088 | 1,088 | ||
Accounts payable and other current liabilities | (1,129) | (1,129) | ||
Goodwill | 13,713 | 13,713 | ||
Net assets acquired | $ 14,801 | $ 14,801 |
Acquisitions - Summary of Resul
Acquisitions - Summary of Results of Operations of Businesses Acquired From Dates of Acquisitions (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Business Acquisition [Line Items] | ||||
Gross Contract Revenue | $ 71,246 | $ 39,715 | $ 186,105 | $ 108,041 |
Net Income | $ 3,397 | $ 357 | 4,534 | $ 899 |
McMahon Associates, Inc. (“McMahon”) | ||||
Business Acquisition [Line Items] | ||||
Gross Contract Revenue | 14,136 | |||
Net Income | $ 419 |
Acquisitions - Summary of Unaud
Acquisitions - Summary of Unaudited Proforma Results (Details) - McMahon Associates, Inc. (“McMahon”) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Business Acquisition [Line Items] | ||
Gross Contract Revenue | $ 198,315 | $ 134,007 |
Net Income (loss) | $ 5,478 | $ 1,190 |
Disaggregation of Revenue and_3
Disaggregation of Revenue and Contract Balances - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation Of Revenue [Abstract] | ||||
Revenue from contracts classified as lump sum | 93.40% | 93.80% | ||
Revenue from exclusively time and material contracts | 6.60% | 6.20% | ||
Remaining performance obligations | $ 206.6 | $ 206.6 | ||
Contract with customer, liability, revenue recognized | $ 0.2 | $ 0.1 | $ 2.6 | $ 1.3 |
Disaggregation of Revenue and_4
Disaggregation of Revenue and Contract Balances - Additional Information (Details 1) | Sep. 30, 2022 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-10-01 | |
Disaggregation Of Revenue [Line Items] | |
Remaining performance obligations expects to recognize | 99.90% |
Remaining performance obligations, expected satisfaction period | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2023-10-01 | |
Disaggregation Of Revenue [Line Items] | |
Remaining performance obligations expects to recognize | 0.10% |
Remaining performance obligations, expected satisfaction period | 0 years |
Disaggregation of Revenue and_5
Disaggregation of Revenue and Contract Balances - Summary of Disaggregated Revenues by Contract Type (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation Of Revenue [Line Items] | ||||
Gross contract revenue, Value | $ 71,246 | $ 39,715 | $ 186,105 | $ 108,041 |
Gross contract revenue, Percentage | 100% | 100% | 100% | 100% |
Fixed Fee | ||||
Disaggregation Of Revenue [Line Items] | ||||
Gross contract revenue, Value | $ 66,518 | $ 38,206 | $ 174,590 | $ 103,179 |
Gross contract revenue, Percentage | 93.40% | 96.20% | 93.80% | 95.50% |
Time-and-Materials | ||||
Disaggregation Of Revenue [Line Items] | ||||
Gross contract revenue, Value | $ 4,728 | $ 1,509 | $ 11,515 | $ 4,862 |
Gross contract revenue, Percentage | 6.60% | 3.80% | 6.20% | 4.50% |
Contracts in Progress - Summary
Contracts in Progress - Summary of Costs and Estimated Earnings on Contracts (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Contract With Customer Asset And Liability [Abstract] | ||
Costs incurred on uncompleted contracts | $ 243,717 | $ 168,110 |
Estimated contract earnings in excess of costs | 344,977 | 229,949 |
Estimated contract earnings to date | 588,694 | 398,059 |
Less: billed to date | (584,611) | (393,493) |
Net contract assets | $ 4,083 | $ 4,566 |
Notes Receivable - Summary of N
Notes Receivable - Summary of Notes Receivable (Details) - Unsecured Notes Receivable - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Accounts Notes And Loans Receivable [Line Items] | ||
Officers, employees and affiliated entities - Interest accrues annually at rates ranging from 0.0% - 5.5%. The notes receivable mature through November 2024. | $ 2,345 | $ 2,478 |
Unrelated third party - Currently no interest is being accrued on this note. The note receivable matures in December 2023. | 903 | 903 |
Total: | 3,248 | 3,381 |
Less: current portion | ||
Officers, employees and affiliates | (1,162) | (1,260) |
Noncurrent portion | $ 2,086 | $ 2,121 |
Notes Receivable - Summary of_2
Notes Receivable - Summary of Notes Receivable (Parenthetical) (Details) | 9 Months Ended |
Sep. 30, 2022 | |
Unsecured Notes Receivable, Related Parties | |
Accounts Notes And Loans Receivable [Line Items] | |
Notes receivable, maturity | Nov. 30, 2024 |
Unsecured Notes Receivable, Related Parties | Minimum | |
Accounts Notes And Loans Receivable [Line Items] | |
Notes receivable, interest | 0% |
Unsecured Notes Receivable, Related Parties | Maximum | |
Accounts Notes And Loans Receivable [Line Items] | |
Notes receivable, interest | 5.50% |
Unsecured Notes Receivable, Unrelated Third Party | |
Accounts Notes And Loans Receivable [Line Items] | |
Notes receivable, interest | 0% |
Notes receivable, maturity | Dec. 31, 2023 |
Notes Receivable - Additional I
Notes Receivable - Additional Information (Details) - Unsecured Notes Receivable | 9 Months Ended |
Sep. 30, 2022 | |
Minimum | |
Accounts Notes And Loans Receivable [Line Items] | |
Notes receivable, interest | 0% |
Maximum | |
Accounts Notes And Loans Receivable [Line Items] | |
Notes receivable, interest | 5.50% |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment for Fixed Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Total: | $ 17,993 | $ 16,079 |
Less: accumulated depreciation | (11,745) | (10,669) |
Property and Equipment, net of capital leased assets | 6,248 | 5,410 |
Computer Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total: | 2,003 | 1,279 |
Survey Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total: | 4,775 | 4,625 |
Vehicles | ||
Property Plant And Equipment [Line Items] | ||
Total: | 944 | 763 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Total: | 2,322 | 1,675 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Total: | 7,309 | 6,886 |
Software | ||
Property Plant And Equipment [Line Items] | ||
Total: | 317 | 332 |
Fixed Assets Pending Lease Financing | ||
Property Plant And Equipment [Line Items] | ||
Total: | $ 323 | $ 519 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Property Plant And Equipment [Abstract] | ||||
Depreciation expense for fixed assets | $ 0.5 | $ 0.2 | $ 1.1 | $ 0.6 |
Amortization expense for capital leased assets | $ 1.9 | $ 1.3 | $ 5.3 | $ 3.7 |
Property and Equipment, Net -_2
Property and Equipment, Net - Summary of Property and Equipment for Capital Leased Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Total: | $ 27,236 | $ 20,933 |
Less: accumulated amortization on leased assets | (10,801) | (6,141) |
Capital Leased Assets, net | 16,435 | 14,792 |
Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total: | 20,714 | 15,391 |
Vehicles | ||
Property Plant And Equipment [Line Items] | ||
Total: | $ 6,522 | $ 5,542 |
Goodwill - Summary of Goodwill
Goodwill - Summary of Goodwill Resulting From Business Acquisitions (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Beginning balance | $ 28,471 |
2022 Activity | 26,793 |
Ending balance | $ 55,264 |
Intangible Assets - Summary of
Intangible Assets - Summary of Total Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Finite Lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ (3,027) | $ (1,043) |
Net Balance | 14,053 | |
Gross Amount | 18,761 | 13,329 |
Net Balance | 15,734 | 12,286 |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Amount | 13,257 | 10,018 |
Accumulated Amortization | (1,481) | (665) |
Net Balance | 11,776 | 9,353 |
Contract Rights | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Amount | 3,499 | 2,333 |
Accumulated Amortization | (1,371) | (224) |
Net Balance | 2,128 | 2,109 |
Leasehold | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Amount | 187 | 160 |
Accumulated Amortization | (38) | (17) |
Net Balance | 149 | 143 |
Non-compete agreement | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Amount | 137 | 137 |
Accumulated Amortization | (137) | (137) |
Domain Name | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Amount | 281 | 281 |
Licensing Rights | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Amount | $ 1,400 | $ 400 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Intangible Assets [Line Items] | |||||
Amortization of intangible assets | $ 700 | $ 100 | $ 1,984 | $ 223 | |
Domain Name | |||||
Intangible Assets [Line Items] | |||||
Intangible assets acquired | 1,700 | $ 700 | |||
Licensing Rights | |||||
Intangible Assets [Line Items] | |||||
Intangible assets acquired | $ 1,700 | $ 700 |
Intangible Assets - Summary o_2
Intangible Assets - Summary of Weighted Average Useful Lives of Intangible Assets by Asset Class Used for Straight-line Expense Purposes (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted average useful lives | 13 years 2 months 15 days | 10 years 3 months 25 days |
Contract Rights | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted average useful lives | 2 years 5 months 12 days | 2 years 10 months 13 days |
Leasehold | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted average useful lives | 8 years 18 days | 9 years 2 months 1 day |
Non-compete agreement | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted average useful lives | 3 years | 3 years |
Intangible Assets - Summary o_3
Intangible Assets - Summary of Future amortization (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Finite Lived Intangible Assets Future Amortization Expense [Abstract] | |
2022 | $ 689 |
2023 | 2,175 |
2024 | 1,809 |
2025 | 1,050 |
2026 | 1,023 |
Thereafter | 7,307 |
Net Balance | $ 14,053 |
Bank Revolving Line of Credit_2
Bank Revolving Line of Credit and Fixed Credit Facilities - Additional Information (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Nov. 08, 2022 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) CreditFacility | Sep. 30, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2019 USD ($) | Dec. 31, 2017 USD ($) | |
Notes Payable | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Debt instrument outstanding amount | $ 25,650,000 | $ 25,650,000 | |||||||
Revolving Credit Facility | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Increase in revolving line of credit | $ 50,000,000 | ||||||||
Bank of America | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Line of credit interest expense | 11,000 | $ 12,000 | $ 31,000 | $ 100,000 | |||||
Bank of America | Term Loan | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Debt instrument payment terms | thirty-six equal monthly installments | ||||||||
Debt instrument date of first repayment | Apr. 13, 2020 | ||||||||
Debt instrument maturity date | Mar. 13, 2023 | ||||||||
Debt instrument interest rate | 3.49% | ||||||||
Debt instrument outstanding amount | $ 200,000 | $ 200,000 | $ 400,000 | ||||||
Bank of America | Notes Payable | Term Loan | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Debt instrument principal amount | $ 1,000,000 | ||||||||
Bank of America | Revolving Credit Facility | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Number of credit facilities | CreditFacility | 1 | ||||||||
Line of credit interest rate | 2.11% | 3.60% | 2.11% | 3.60% | |||||
Line of credit expiration date | Jul. 31, 2023 | ||||||||
Line of credit outstanding amount | $ 0 | $ 0 | |||||||
Bank of America | Non-Revolving Credit Facility | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Number of credit facilities | CreditFacility | 3 | ||||||||
Bank of America | Fixed Line 1 | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Line of credit interest rate | 4.96% | 2.83% | 4.96% | 2.83% | |||||
Line of credit outstanding amount | $ 200,000 | $ 200,000 | 300,000 | ||||||
Line of credit remaining borrowing capacity | 0 | $ 0 | |||||||
Line of credit payment date | Aug. 31, 2018 | ||||||||
Line of credit frequency of principal payments description | sixty equal monthly installments | ||||||||
Line of credit facility maturity date | 2023-08 | ||||||||
Bank of America | Fixed Line 1 | Notes Payable | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Line of credit maximum borrowing capacity | $ 1,000,000 | ||||||||
Bank of America | Fixed Line 2 | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Line of credit outstanding amount | 600,000 | $ 600,000 | $ 700,000 | ||||||
Line of credit remaining borrowing capacity | $ 0 | $ 0 | |||||||
Line of credit payment date | Aug. 31, 2020 | ||||||||
Line of credit frequency of principal payments description | sixty equal monthly installments | ||||||||
Line of credit facility maturity date | 2025-09 | ||||||||
Bank of America | Fixed Line 2 | Notes Payable | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Line of credit maximum borrowing capacity | $ 1,000,000 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Notes payable | $ 25,650 | $ 12,857 |
Less: current portion | (9,843) | (4,450) |
Notes payable, less current portion | 15,807 | 8,407 |
Owners of Acquired Entity | ||
Debt Instrument [Line Items] | ||
Notes payable | 7,475 | 450 |
Related Parties | Convertible Notes Payable | ||
Debt Instrument [Line Items] | ||
Notes payable | 5,050 | |
Related Parties | Shareholders | ||
Debt Instrument [Line Items] | ||
Notes payable | 12,007 | 10,771 |
Unrelated Third Parties | Purchase of Intangible Asset | ||
Debt Instrument [Line Items] | ||
Notes payable | 100 | 100 |
Unrelated Third Parties | Fixed Line | ||
Debt Instrument [Line Items] | ||
Notes payable | 956 | 1,502 |
Unrelated Third Parties | Purchase of Software and Vehicles | ||
Debt Instrument [Line Items] | ||
Notes payable | $ 62 | $ 34 |
Notes Payable - Schedule of N_2
Notes Payable - Schedule of Notes Payable (Parenthetical) (Details) - Notes Payable | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Convertible Notes Payable | ||
Debt Instrument [Line Items] | ||
Debt instrument, maturity date, description | mature on various dates through May 2027 | |
Shareholders | ||
Debt Instrument [Line Items] | ||
Debt instrument, maturity date, description | mature on various dates through October 2025 | |
Owners of Acquired Entity | ||
Debt Instrument [Line Items] | ||
Debt instrument, maturity date, description | mature on various dates through October 2024 | |
Minimum | Convertible Notes Payable | ||
Debt Instrument [Line Items] | ||
Interest rate | 4.75% | 4.75% |
Minimum | Shareholders | ||
Debt Instrument [Line Items] | ||
Interest rate | 0% | 0% |
Minimum | Owners of Acquired Entity | ||
Debt Instrument [Line Items] | ||
Interest rate | 3.25% | 3.25% |
Maximum | Convertible Notes Payable | ||
Debt Instrument [Line Items] | ||
Interest rate | 5.50% | 5.50% |
Maximum | Shareholders | ||
Debt Instrument [Line Items] | ||
Interest rate | 6.50% | 6.50% |
Maximum | Owners of Acquired Entity | ||
Debt Instrument [Line Items] | ||
Interest rate | 7% | 7% |
Notes Payable - Additional Info
Notes Payable - Additional Information (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Aug. 31, 2022 USD ($) Day $ / shares | Jul. 31, 2022 USD ($) Day $ / shares | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | |
Project Design Consultants, LLC (“PDC”) | ||||||
Debt Instrument [Line Items] | ||||||
Name of acquired entity | Project Design Consultants, LLC | |||||
Project Design Consultants, LLC (“PDC”) | Convertible Notes Payable | ||||||
Debt Instrument [Line Items] | ||||||
Promissory notes convertible to common stock | $ | $ 4 | |||||
Promissory note interest rate | 4.75% | |||||
Price per share | $ 14 | |||||
Debt instrument maturity date | Jul. 31, 2027 | |||||
Name of acquired entity | Project Design Consultants, LLC | |||||
Debt instrument repayment starting date | Oct. 31, 2022 | |||||
Debt instrument repayment ending date | Apr. 30, 2027 | |||||
Number of business days notice to the company | Day | 10 | |||||
Price per share | $ 14 | |||||
Anchor Consultants, LLC (“Anchor”) | ||||||
Debt Instrument [Line Items] | ||||||
Name of acquired entity | Anchor Consultants, LLC | |||||
Anchor Consultants, LLC (“Anchor”) | Convertible Notes Payable | ||||||
Debt Instrument [Line Items] | ||||||
Promissory notes convertible to common stock | $ | $ 1.1 | |||||
Promissory note interest rate | 5.50% | |||||
Price per share | $ 18 | |||||
Debt instrument maturity date | May 31, 2027 | |||||
Name of acquired entity | Anchor Consultants, LLC | |||||
Debt instrument repayment starting date | Nov. 30, 2022 | |||||
Debt instrument repayment ending date | May 31, 2027 | |||||
Number of business days notice to the company | Day | 10 | |||||
Price per share | $ 18 | |||||
Notes Payable | ||||||
Debt Instrument [Line Items] | ||||||
Interest expense | $ | $ 0.2 | $ 0.1 | $ 0.4 | $ 0.2 |
Notes Payable - Schedule of Fut
Notes Payable - Schedule of Future Principal Payments on Notes Payable (Details) - Notes Payable $ in Thousands | Sep. 30, 2022 USD ($) |
Debt Instrument [Line Items] | |
2022 | $ 1,934 |
2023 | 9,912 |
2024 | 7,422 |
2025 | 3,857 |
2026 | 1,683 |
Thereafter | 842 |
Total | $ 25,650 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Aug. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||||||
Rent expense | $ 2,300,000 | $ 1,500,000 | $ 6,100,000 | $ 4,300,000 | ||
Related party transaction, due from related party | 100,000 | 100,000 | $ 100,000 | |||
2015 Acquisition | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction, due to related party | 200,000 | 200,000 | 200,000 | |||
Administrative, Accounting and Project Management Services | ||||||
Related Party Transaction [Line Items] | ||||||
Related Party transaction, cost of service | 17,000 | 100,000 | ||||
Related party transaction, due from related party | 18,000 | 100,000 | 18,000 | 100,000 | ||
Gregory Bowman | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction, due from employee | 100,000 | 100,000 | 100,000 | 100,000 | ||
Sunrise Asset Management | ||||||
Related Party Transaction [Line Items] | ||||||
Ownership percentage | 100% | |||||
BCG Chantilly, LLC | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction, due from (to) related party | 0 | 0 | 0 | |||
Rent expense | $ 21,000 | 21,000 | $ 60,000 | 60,000 | ||
BCG Chantilly, LLC | Mr. Bowman, Mr. Bruen and Mr. Hickey | ||||||
Related Party Transaction [Line Items] | ||||||
Ownership percentage | 63.60% | 63.60% | ||||
Bowman Lansdowne Development, LLC | ||||||
Related Party Transaction [Line Items] | ||||||
Notes receivable | $ 500,000 | $ 500,000 | 500,000 | |||
Lansdowne Development Group, LLC | ||||||
Related Party Transaction [Line Items] | ||||||
Notes receivable | 400,000 | 400,000 | 400,000 | |||
Accounts receivable | 100,000 | 100,000 | 100,000 | |||
Bowman Realty Investments 2010, LLC | ||||||
Related Party Transaction [Line Items] | ||||||
Notes receivable | 200,000 | 200,000 | 200,000 | |||
Alwington Farm Developers, LLC | ||||||
Related Party Transaction [Line Items] | ||||||
Notes receivable | 1,200 | 1,200 | $ 1,200 | |||
MREC Shenandoah VA, LLC | Engineering Services | ||||||
Related Party Transaction [Line Items] | ||||||
Related Party transaction, payments received | $ 48,000,000,000 | $ 0 | $ 200,000 | $ 0 | ||
MREC Shenandoah VA, LLC | Lake Frederick Holdings, LLC | ||||||
Related Party Transaction [Line Items] | ||||||
Ownership percentage | 92% | 92% | ||||
Bowman Realty 2013 | Bowman Lansdowne | ||||||
Related Party Transaction [Line Items] | ||||||
Ownership percentage | 8% | 8% | ||||
Mr. Bowman | Lake Frederick Holdings, LLC | ||||||
Related Party Transaction [Line Items] | ||||||
Ownership percentage | 100% | 100% |
Employee Stock Purchase and S_3
Employee Stock Purchase and Stock Incentive Plans - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of shares, Vested | 2,412,607 | ||
Number of unvested stock awards vesting start date | Oct. 01, 2022 | ||
Number of unvested stock awards vesting end date | Dec. 31, 2027 | ||
Restricted Shares | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Options vesting period | 5 years | ||
Number of shares, granted | 385,647 | ||
Number of shares, Vested | 630,905 | ||
Performance Based Stock Units | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of shares, granted | 186,587 | ||
2021 Employee Stock Purchase Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Common stock purchase percentage | 15% | ||
Employee stock purchase plan, terms of award | Under the ESPP, eligible employees who elect to participate are granted the right to purchase shares of common stock at a 15% discount of the weighted average selling price of the Company stock for the 30 days prior to the last day of the offering period. | ||
Bowman Consulting Group Ltd. 2021 Omnibus Equity Incentive Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
New option shares granted | 0 | ||
Intrinsic value per share of options | $ 8.32 | $ 14.68 | |
Cash payments received from exercise of options | $ 7,862 | $ 21,346 | |
Compensation costs | 0 | 0 | |
Unrecognized compensation costs | $ 0 | $ 0 | |
Common stock authorized and reserved for issuance | 3,450,729 | 3,450,729 | |
Percentage of common stock reserve automatically increases | 5% | ||
Bowman Consulting Group Ltd. 2021 Omnibus Equity Incentive Plan | Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Options vesting period | 2 years | ||
Bowman Consulting Group Ltd. 2021 Omnibus Equity Incentive Plan | Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Options vesting period | 5 years | ||
Bowman Consulting Group Ltd. Stock Bonus Plan | Restricted Shares | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of shares, granted | 0 | ||
2021 Executive Officers Long Term Incentive Plan | Performance Based Stock Units | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Options vesting period | 2 years 10 months 28 days | ||
Number of shares, granted | 186,587 |
Employee Stock Purchase and S_4
Employee Stock Purchase and Stock Incentive Plans - Schedule of Stock Issuance Activity Under Employee Stock Purchase Plan (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||||
Total purchase price paid by employees for shares sold | $ 405 | $ 255 | $ 1,000 | $ 255 |
Number of shares sold | 76,112 |
Employee Stock Purchase and S_5
Employee Stock Purchase and Stock Incentive Plans - Summary of Status of Stock Options Exercised, Including Substantive Options (Details) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Number of shares Outstanding, Beginning Balance | shares | 14,927 |
Number of shares, Exercised | shares | (3,569) |
Number of shares Outstanding, Ending Balance | shares | 11,358 |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 5.99 |
Weighted Average Exercise Price, Exercised | $ / shares | 5.97 |
Weighted Average Exercise Price, Ending Balance | $ / shares | $ 5.99 |
Employee Stock Purchase and S_6
Employee Stock Purchase and Stock Incentive Plans - Summary of Information about Options Outstanding and Exercisable (Details) - $ / shares | 9 Months Ended | ||
Jan. 01, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Exercise Price | $ 6.57 | $ 6.28 | |
Total Options Outstanding | 14,927 | 11,358 | 14,927 |
Weighted Average Remaining Life (Years) | 5 years | 5 years | |
Weighted Average Exercise Price | $ 5.99 | $ 5.99 | $ 5.99 |
Total Options Exercisable | 14,927 | 11,358 |
Employee Stock Purchase and S_7
Employee Stock Purchase and Stock Incentive Plans - Summary of Activity of Restricted Shares Subject to Forfeiture (Details) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of shares, Vested | (2,412,607) |
Restricted Shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of shares, Beginning balance | 2,218,283 |
Number of shares, Granted | 385,647 |
Number of shares, Vested | (630,905) |
Number of shares, Cancelled | (7,847) |
Number of shares, Ending balance | 1,965,178 |
Weighted Average Grant Price, Beginning balance | $ / shares | $ 13.74 |
Weighted Average Grant Price, Granted | $ / shares | 16.32 |
Weighted Average Grant Price, Vested | $ / shares | 13.70 |
Weighted Average Grant Price, Cancelled | $ / shares | 13.20 |
Weighted Average Grant Price, Ending balance | $ / shares | $ 14.26 |
Employee Stock Purchase and S_8
Employee Stock Purchase and Stock Incentive Plans - Summary of Activity of Performance Stock Units Subject to Forfeiture (Details) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of shares, Vested | 2,412,607 |
Performance Based Stock Units | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of shares, Beginning balance | 260,842 |
Number of shares, Granted | 186,587 |
Number of shares, Ending balance | 447,429 |
Weighted Average Grant Price, Beginning balance | $ / shares | $ 13.81 |
Weighted Average Grant Price, Granted | $ / shares | 13.05 |
Weighted Average Grant Price, Ending balance | $ / shares | $ 13.49 |
Employee Stock Purchase and S_9
Employee Stock Purchase and Stock Incentive Plans - Summary of Change in Liability to Common Shares Subject to Repurchase and Associated Non-Cash Compensation Expense (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Beginning Balance | $ 7,000 | $ 842,000 |
Non-cash compensation from ratable vesting | 41,000 | |
Non-cash compensation from change in fair value of liability | 2,000 | |
Other stock activity, net | (7,000) | 516,000 |
Reclassification upon modification | (1,394,000) | |
Ending balance | $ 0 | $ 7,000 |
Employee Stock Purchase and _10
Employee Stock Purchase and Stock Incentive Plans - Summary of Future expense of Unvested Awards (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Schedule Of Future Expense Of Unvested Awards [Abstract] | |
2022 | $ 3,441 |
2023 | 12,437 |
2024 | 6,861 |
2025 | 1,735 |
Thereafter | 274 |
Total | $ 24,748 |
Capital Leases - Additional Inf
Capital Leases - Additional Information (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Capital Leased Assets [Line Items] | |
Capital leases payment on lease agreements, per month | $ 0.6 |
Bargain purchase price | 3.3 |
Capital lease liability | $ 17.5 |
Minimum | |
Capital Leased Assets [Line Items] | |
Capital leases payment terms on lease agreements | 30 months |
Maximum | |
Capital Leased Assets [Line Items] | |
Capital leases payment terms on lease agreements | 50 months |
Capital Leases - Schedule of Fu
Capital Leases - Schedule of Future Minimum Commitments Under Non-cancelable Capital Leases (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Capital Leases Future Minimum Payments Net Minimum Payments [Abstract] | ||
2022 | $ 1,936 | |
2023 | 6,459 | |
2024 | 4,130 | |
2025 | 3,028 | |
2026 | 767 | |
Total minimum lease payments | 16,320 | |
Less: amount representing interest | (2,168) | |
Present value of total net minimum lease payments | 14,152 | |
Less: current portion of net minimum lease payments | (7,473) | $ (5,136) |
Long-term portion of net minimum lease payments | $ 6,679 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | ||||
Rent expense | $ 2.3 | $ 1.5 | $ 6.1 | $ 4.3 |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Future Minimum Lease Payments (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Operating Lease Liabilities Payments Due Rolling Maturity [Abstract] | |
2022 | $ 2,296 |
2023 | 7,993 |
2024 | 7,206 |
2025 | 6,159 |
2026 | 4,740 |
Thereafter | 10,332 |
Total | $ 38,726 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 11, 2022 | Nov. 08, 2022 | Nov. 04, 2022 | Oct. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Subsequent Event [Line Items] | ||||||
Equipment leased by company | $ 6,248 | $ 5,410 | ||||
Revolving Credit Facility | ||||||
Subsequent Event [Line Items] | ||||||
Increase in maximum principal amount of revolving line of credit | $ 50,000 | |||||
Subsequent Event | Bank of America | Revolving Credit Facility | ||||||
Subsequent Event [Line Items] | ||||||
Increase in maximum principal amount of revolving line of credit | $ 50,000 | |||||
Subsequent Event | Spatial Acuity, LLC | ||||||
Subsequent Event [Line Items] | ||||||
Total consideration paid | $ 4,000 | |||||
Business acquisition, cash paid | 1,000 | |||||
Business combination, non-negotiable promissory notes payable | $ 1,000 | |||||
Subsequent Event | Spatial Acuity, LLC | Common Stock | ||||||
Subsequent Event [Line Items] | ||||||
Issuance of common stock for acquisitions | 134,042 | |||||
Price per share | $ 14.92 | |||||
Subsequent Event | SEI Engineering , LLC | ||||||
Subsequent Event [Line Items] | ||||||
Total consideration paid | $ 800 | |||||
Business acquisition, cash paid | 400 | |||||
Business combination, non-negotiable promissory notes payable | $ 400 | |||||
Subsequent Event | Huntington Technology Finance | ||||||
Subsequent Event [Line Items] | ||||||
Equipment leased by company | $ 9,500 |