Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 12, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Current Fiscal Year End Date | --12-31 | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Transition Report | false | ||
Entity File Number | 001-40371 | ||
Entity Registrant Name | BOWMAN CONSULTING GROUP LTD. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 54-1762351 | ||
Entity Address, Address Line One | 12355 Sunrise Valley Drive | ||
Entity Address, Address Line Two | Suite 520 | ||
Entity Address, City or Town | Reston | ||
Entity Address, Country | VA | ||
Entity Address, Postal Zip Code | 20191 | ||
City Area Code | 703 | ||
Local Phone Number | 464-1000 | ||
Title of 12(b) Security | Common Stock, $0.01 par value | ||
Trading Symbol | BWMN | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 351.3 | ||
Entity Common Stock, Shares Outstanding | 15,229,122 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the 2024 definitive Proxy Statement, which Proxy Statement will be filed no later than 120 days after the close of the registrant’s fiscal year ended December 31, 2023, are incorporated by reference into Part III of this Form 10-K | ||
Entity Central Index Key | 0001847590 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Auditor Information [Abstract] | |
Auditor Firm ID | 42 |
Auditor Name | Ernst & Young LLP |
Auditor Location | Tysons, VA |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash and equivalents | $ 20,687 | $ 13,282 |
Accounts receivable, net | 87,565 | 64,443 |
Contract assets | 33,520 | 16,321 |
Notes receivable - officers, employees, affiliates, current portion | 1,199 | 1,016 |
Prepaid and other current assets | 11,806 | 7,068 |
Total current assets | 154,777 | 102,130 |
Non-Current Assets | ||
Property and equipment, net | 27,601 | 25,104 |
Operating lease, right-of-use assets | 40,743 | 30,264 |
Goodwill | 96,393 | 53,210 |
Notes receivable | 903 | 903 |
Notes receivable - officers, employees, affiliates, less current portion | 1,119 | 1,417 |
Other intangible assets, net | 46,294 | 27,950 |
Deferred tax asset, net | 33,780 | 13,759 |
Other assets | 1,175 | 1,020 |
Total Assets | 402,785 | 255,757 |
Current Liabilities | ||
Bank line of credit | 45,290 | 0 |
Accounts payable and accrued liabilities, current portion | 44,394 | 40,293 |
Contract liabilities | 7,481 | 6,370 |
Notes payable, current portion | 13,989 | 10,168 |
Operating lease obligation, less current portion | 9,016 | 6,949 |
Finance lease obligation, current portion | 6,586 | 5,297 |
Total current liabilities | 126,756 | 69,077 |
Non-Current Liabilities | ||
Other non-current obligations | 42,288 | 356 |
Notes payable, less current portion | 13,738 | 16,276 |
Operating lease obligation, less current portion | 37,660 | 28,087 |
Finance lease obligation, less current portion | 14,408 | 14,254 |
Pension and post-retirement obligation, less current portion | 4,654 | 4,848 |
Total liabilities | 239,504 | 132,898 |
Shareholders' Equity | ||
Preferred Stock, $0.01 par value; 5,000,000 shares authorized, no shares issued and outstanding as of December 31, 2023 and 2022 | 0 | 0 |
Common stock, $0.01 par value; 30,000,000 shares authorized as of December 31, 2023 and 2022; 17,694,495 shares issued and 15,094,278 outstanding, and 15,949,805 shares issued and 13,556,550 outstanding as of December 31, 2023 and 2022, respectively | 177 | 159 |
Additional paid-in-capital | 215,420 | 162,922 |
Accumulated other comprehensive income | 590 | 578 |
Treasury stock, at cost; 2,600,217 and 2,393,255, respectively | (26,410) | (20,831) |
Stock subscription notes receivable | (76) | (173) |
Accumulated deficit | (26,420) | (19,796) |
Total shareholders' equity | 163,281 | 122,859 |
TOTAL LIABILITIES AND EQUITY | $ 402,785 | $ 255,757 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 30,000,000 | 30,000,000 |
Common stock, shares issued (in shares) | 17,694,495 | 15,949,805 |
Common stock, shares outstanding (in shares) | 15,094,278 | 13,556,550 |
Treasury stock, at cost shares (in shares) | 2,600,217 | 2,393,255 |
Consolidated Income Statements
Consolidated Income Statements - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Gross contract revenue | $ 346,256 | $ 261,714 |
Contract costs: (exclusive of depreciation and amortization below) | ||
Direct payroll costs | 127,961 | 100,076 |
Sub-consultants and expenses | 42,262 | 26,510 |
Total contract costs | 170,223 | 126,586 |
Operating Expenses: | ||
Selling, general and administrative | 158,377 | 117,839 |
Depreciation and amortization | 18,723 | 12,251 |
Gain on sale | (411) | (82) |
Total operating expenses | 176,689 | 130,008 |
(Loss) Income from operations | (656) | 5,120 |
Other expense | 5,791 | 3,384 |
(Loss) Income before tax expense | (6,447) | 1,736 |
Income tax (benefit) | 177 | (3,269) |
Net (loss) income | (6,624) | 5,005 |
Earnings allocated to non-vested shares | 0 | 783 |
Net (loss) income attributable to common shareholders | $ (6,624) | $ 4,222 |
(Loss) Earnings per share | ||
Basic (in dollars per share) | $ (0.53) | $ 0.39 |
Diluted (in dollars per share) | $ (0.53) | $ 0.37 |
Weighted average shares outstanding: | ||
Basic (in shares) | 12,490,914 | 10,887,620 |
Diluted (in shares) | 12,490,914 | 11,683,758 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive (Loss) Income - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Net (loss) income | $ (6,624) | $ 5,005 |
Other comprehensive income | ||
Pension and post-retirement adjustments | 10 | 777 |
Other comprehensive income | 10 | 777 |
Income tax provision related to items of other comprehensive income | 2 | (199) |
Other comprehensive income, net of tax | 12 | 578 |
Comprehensive (loss) income, net of tax | $ (6,612) | $ 5,583 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands | Total | Initial Public Offering | Common Stock | Common Stock Initial Public Offering | Additional Paid-in Capital | Additional Paid-in Capital Initial Public Offering | Treasury Stock | Accumulated Other Comprehensive Income | Stock Subscription Notes Receivable | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2021 | 13,690,868 | |||||||||
Beginning balance at Dec. 31, 2021 | $ 78,413 | $ 137 | $ 120,842 | $ (17,488) | $ 0 | $ (277) | $ (24,801) | |||
Beginning balance (in shares) at Dec. 31, 2021 | (2,201,289) | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of new common shares (in shares) | 654,871 | 1,057,500 | ||||||||
Issuance of new common shares | 10,661 | $ 15,475 | $ 6 | $ 11 | 10,655 | $ 15,464 | ||||
Purchase of treasury stock (in shares) | (191,966) | |||||||||
Purchase of treasury stock | (3,343) | $ (3,343) | ||||||||
Issuance of new common shares under stock compensation plan (in shares) | 447,518 | |||||||||
Issuance of new common shares under stock compensation plan | 63 | $ 4 | 59 | |||||||
Issuance of new common shares under employee stock purchase plan (in shares) | 99,048 | |||||||||
Issuance of new common shares under employee stock purchase plan | 1,378 | $ 1 | 1,377 | |||||||
Stock based compensation | 14,696 | 14,696 | ||||||||
Collections on stock subscription notes receivable | 104 | 104 | ||||||||
Conversion of common shares subject to repurchase liability to permanent equity | 8 | 8 | ||||||||
Capital reduction related to acquisitions | (179) | (179) | ||||||||
Other comprehensive income, net of tax | 578 | 578 | ||||||||
Net (loss) income | $ 5,005 | 5,005 | ||||||||
Ending balance (in shares) at Dec. 31, 2022 | 13,556,550 | 15,949,805 | ||||||||
Ending balance at Dec. 31, 2022 | $ 122,859 | $ 159 | 162,922 | $ (20,831) | 578 | (173) | (19,796) | |||
Ending balance (in shares) at Dec. 31, 2022 | (2,393,255) | (2,393,255) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of new common shares (in shares) | 887,591 | |||||||||
Issuance of new common shares | $ 26,135 | $ 9 | 26,126 | |||||||
Purchase of treasury stock (in shares) | (178,258) | |||||||||
Purchase of treasury stock | (4,834) | $ (4,834) | ||||||||
Issuance of new common shares under stock compensation plan (in shares) | 734,042 | |||||||||
Issuance of new common shares under stock compensation plan | $ 0 | $ 7 | (7) | |||||||
Cancellation of common shares under stock compensation plan (in shares) | (34,895) | |||||||||
Issuance of new common shares under employee stock purchase plan (in shares) | 61,948 | 61,948 | ||||||||
Issuance of new common shares under employee stock purchase plan | $ 1,547 | $ 1 | 1,546 | |||||||
Stock based compensation | 23,490 | 23,490 | ||||||||
Collections on stock subscription notes receivable | 97 | 97 | ||||||||
Exercises of conversion feature of convertible note (in shares) | 96,004 | |||||||||
Exercises of conversion feature of convertible note | 1,344 | $ 1 | 1,343 | |||||||
Repurchase of common stock (in shares) | (28,704) | |||||||||
Repurchases of common stock | (745) | $ (745) | ||||||||
Other comprehensive income, net of tax | 12 | 12 | ||||||||
Net (loss) income | $ (6,624) | (6,624) | ||||||||
Ending balance (in shares) at Dec. 31, 2023 | 15,094,278 | 17,694,495 | ||||||||
Ending balance at Dec. 31, 2023 | $ 163,281 | $ 177 | $ 215,420 | $ (26,410) | $ 590 | $ (76) | $ (26,420) | |||
Ending balance (in shares) at Dec. 31, 2023 | (2,600,217) | (2,600,217) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net (Loss) Income | $ (6,624) | $ 5,005 |
Adjustments to reconcile net income to net cash provided by operating activities | ||
Depreciation and amortization - property, plant and equipment | 9,732 | 8,363 |
Amortization of intangible assets | 8,991 | 3,888 |
Gain on sale of assets | (411) | (82) |
Credit losses | 515 | 742 |
Stock based compensation | 24,738 | 15,097 |
Deferred taxes | (25,529) | (18,049) |
Accretion of discounts on notes payable | 642 | 258 |
Changes in operating assets and liabilities | ||
Accounts receivable | (13,559) | (13,779) |
Contract assets | (10,866) | (4,575) |
Prepaid expenses and other assets | 143 | (2,126) |
Accounts payable and accrued expenses | 27,728 | 15,802 |
Contract liabilities | (3,778) | (1,374) |
Net cash provided by operating activities | 11,722 | 9,170 |
Cash Flows from Investing Activities: | ||
Purchases of property and equipment | (2,093) | (902) |
Proceeds from sale of assets | 411 | 35 |
Amounts advanced under loans to shareholders | 0 | (5) |
Payments received under loans to shareholders | 115 | 49 |
Acquisitions of businesses, net of cash acquired | (25,687) | (18,035) |
Collections under stock subscription notes receivable | 98 | 104 |
Net cash used in investing activities | (27,156) | (18,754) |
Cash Flows from Financing Activities: | ||
Proceeds from common stock offering, net of underwriting discounts and commissions and other offering costs | 0 | 15,475 |
Borrowings under revolving credit facility | 45,290 | 0 |
Repayments under fixed line of credit | (430) | (734) |
Repayment under notes payable | (11,237) | (4,595) |
Payments on finance leases | (6,782) | (6,027) |
Payments for purchase of treasury stock | (4,833) | (3,343) |
Repurchases of common stock | (745) | 0 |
Proceeds from issuance of common stock | 1,576 | 1,471 |
Net cash provided by financing activities | 22,839 | 2,247 |
Net increase (decrease) in cash and cash equivalents | 7,405 | (7,337) |
Cash and cash equivalents, beginning of period | 13,282 | 20,619 |
Cash and cash equivalents, end of period | 20,687 | 13,282 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 4,212 | 1,896 |
Cash paid for income taxes | 1,133 | 400 |
Non-cash investing and financing activities | ||
Property and equipment acquired under finance lease | (8,246) | (8,118) |
Note payable converted to common shares | (1,343) | 0 |
Issuance of notes payable for acquisitions | (13,650) | (19,089) |
Issuance of contingent consideration | $ (10,379) | $ (487) |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2023 | |
Nature Of Business And Basis Of Presentation [Abstract] | |
Nature of Business and Basis of Presentation | Nature of Business and Basis of Presentation Nature of Business Bowman Consulting Group Ltd. and 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, geospatial, 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 95 offices throughout the United States and one office in Mexico. 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 the common stock offering. Prior to the offering, all deferred offering costs were capitalized within prepaid and other current assets in the consolidated balance sheet. No deferred offering costs was capitalized in the consolidated balance sheet as of December 31, 2023. 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. Basis of Presentation The accompanying consolidated financial statements and footnotes 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”). The accompanying 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 | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies The following is a summary of the significant accounting policies and principles used in the preparation of the 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 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 As discussed in Note 1, the Company provides a variety of engineering and related professional services to customers located throughout the United States. The Company enters into agreements with clients that create enforceable rights and obligations and for which it is probable that the Company will collect the consideration to which it will be entitled as services transfer to the customer. It is customary practice for the Company to have written agreements with its customers and revenue on oral or implied arrangements is generally not recognized. The Company recognizes revenue based on the consideration specified in the applicable agreement. Excluded from the transaction price are amounts collected on behalf of third parties for sales and similar taxes. Long-term contracts typically contain billing terms that provide for invoicing once a month and payment on a net 30-day basis. Exceptions to monthly billing terms are to ensure that the Company performs satisfactorily rather than representing a significant financing component. For example, fixed price contracts may provide for milestone billings based upon the attainment of specific project objectives to ensure the Company meets its contractual requirements rather than having billing monthly. Additionally, contracts may include retentions or holdbacks paid at the end of a project to ensure that Company meets the contract requirements. The Company does not assess whether a contract contains a significant financing component if the Company expects, at contract inception, that the period between payment by the customer and the transfer of promised services to the customer will be less than one year. As a professional services engineering firm, 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 since costs incurred (an input method) represents a reasonable measure of progress towards the satisfaction of a performance obligation in order to estimate the portion of revenue earned. This method faithfully depicts the transfer of value to the customer when the Company is satisfying a performance obligation that entails a number of interrelated tasks or activities for a combined output that requires the Company to coordinate the work of employees and sub-consultants. Contract costs typically include direct labor, subcontract and consultant costs, materials and indirect costs related to contract performance. Changes in estimated costs to complete these obligations result in adjustments to revenue on a cumulative catch-up basis, which causes the effect of revised estimates to be recognized in the current period. Changes in estimates can routinely occur over the contract term for a variety of reasons including, changes in scope, unanticipated costs, delays or favorable or unfavorable progress than original expectations. In situations where the estimated costs to perform exceeds the consideration to be received, the Company accrues the entire estimated loss during the period the loss becomes known. When a performance obligation is billed using a time-and-material type contract, the Company measures its progress to complete based upon the hours incurred for the period times contractually agreed upon billing rates plus any materials delivered or consumed in the project. When applicable, the Company will recognize revenue under these contracts as invoiced under the practical expedient. In certain situations, it is possible that two or more contracts should be combined and accounted for as a single contract, or a single contract should be accounted for as multiple performance obligations. This requires significant judgment and could impact the amount and timing of revenue recognition. Such determinations are made using management’s best estimate and knowledge of contracts and related performance obligations. The Company’s contracts may contain variable consideration in the form of unpriced or pending change orders or claims that either increase or decrease the contract price. Variable consideration is generally estimated using the expected value method but may from time to time be estimated using the most likely amount method depending on the circumstance. Estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur or when the uncertainty associated with the variable consideration is resolved. Estimates of variable consideration are based upon historical experience and known trends. The Company recognizes claims against vendors, sub-consultants, and others as a reduction in costs when the contract establishes enforceability, and the amounts of recovery are reasonably estimable and probable. Reduction in costs are recognized at the lesser of the amount management expects to recover or costs incurred. Contract related assets and liabilities are classified as current assets and current liabilities. Significant balance sheet accounts related to the revenue cycle are as follows: Accounts receivables, net: Accounts receivable, net (contract receivables) includes amounts billed under the contract terms. The amounts are stated at their net realizable value. The Company maintains an allowance for doubtful accounts to provide for the estimated number of receivables that will not be collected. The Company considers several factors in its estimated expected credit losses including the related ages of past due receivables, including knowledge of a client’s financial condition, its historical collection experience, and other factors relevant to assessing the collectability of such receivables. No single client accounted for more than 10% of the Company's outstanding receivables at December 31, 2023 and 2022. Contract Assets: Contract Assets are recorded when progress to completion revenue earned on contracts exceeds amounts billed under the contract. It may also include contract retainages that can be billed once contract stipulations are satisfied. Contract Liabilities: Contract Liabilities are recorded when amounts billed under a contract exceeds the progress to completion revenue earned under the contract. Cash and Cash Equivalent The Company considers cash on deposit and all highly liquid investments with original maturities of three months or less when purchased to be cash and cash equivalents. Cash consists primarily of cash in accounts held at a financial institution. Certain of these accounts are designated as zero balance accounts wherein the balance is swept out nightly to reduce the Company’s line of credit balance, if any. 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 can, at times, be subject to a concentration of credit risk with respect to outstanding accounts receivable. However, the Company believes no such concentration existed during the years ended December 31, 2023 and 2022. 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. Allowance for Doubtful Accounts and Expected Credit Losses The Company records accounts receivable net of an allowance for doubtful accounts. The allowance is determined based upon management’s review of the estimated collectability of the specific accounts receivable, client type, client credit worthiness, plus a general provision based upon the historical loss experience and existing economic conditions. The Company charges off uncollectible amounts against the allowance for doubtful accounts once management determines the amount, or a portion thereof, to be worthless. Upon determination that a specific receivable is uncollectible, the receivable is written off against the allowance for expected credit losses. As of December 31, 2023 and 2022, the balance in the allowance for expected credit losses was $2.2 million an d $2.2 million, respectively. Property and Equipment Property and equipment are recorded at cost. Improvements and replacements of property and equipment are capitalized. Maintenance and repairs that do not improve or extend the lives of property and equipment are charged to expense as incurred. Upon the sale or retirement of property and equipment, the cost and related accumulated depreciation are removed from the respective accounts and any gain or loss is reported in the combined statements of operations. Depreciation is provided for using the straight-line method over the estimated useful lives as follows for the major classes of assets: Computer equipment 3 to 5 years Survey equipment 2 to 5 years Vehicles 5 years Furniture and fixtures 7 years Software 3 to 5 years Leasehold improvements the lesser of useful life or term of lease For the years ended December 31, 2023 and 2022, the Company recognize d a $0.4 million a nd a $0.1 million gain, respectively, from the disposal of certain pieces of property and equipment in connection with sale-leaseback transactions. This amount is recorded within gain on sale on the accompanying consolidated financial statements. Pension and Post-retirement Accounting and reporting for the Company's defined benefit plans requires the use of assumptions. These assumptions are reviewed annually based on reviews of current plan information and consultation with the Company's independent actuary. If these assumptions differ materially from actual results, the Company's obligations under the defined benefit plans could also differ materially, potentially requiring the Company to record an additional liability. The Company's defined benefit plan liabilities are developed from actuarial valuations, which are performed every year. We use a corridor approach to amortize actuarial gains and losses, with any excess amortized over the average remaining future working lifetime of the plan participants. Leases The Company enters into contractual arrangements primarily for the use of real estate facilities, information technology equipment, vehicles, and certain other equipment. These arrangements contain a lease when the Company controls the underlying asset and has the right to obtain substantially all of the economic benefits or outputs from the asset. The Company has variable leases, short term leases, operating leases, and finance leases. The Company accounts for leases in accordance with ASC 842, Leases ("ASC 842") . ASC 842 requires lessees to recognize assets and liabilities for most leases. The Company determines if an arrangement is a lease at contract inception. A lease exists when a contract conveys to the customer the right to control the use of an identified asset for a period of time in exchange for consideration. The definition of a lease embodies two conditions: (1) there is an identified asset in the contract, and (2) the customer has the right to control the use of the identified asset. Lessees are required to classify leases as either finance or operating leases. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. The Company has elected the “Package of three” practical expedients as outlined in ASC 842-10-65-1f which permits the Company not to reassess whether existing or expired contracts are or contain leases, the classification of leases or whether any initial direct costs previously capitalized continue to qualify for capitalization. The Company has elected to adopt the practical expedient not to separate non-lease components from the related lease components and to account for them as a single component. However, multiple lease components within a contract will still be accounted for separately. This expedient has been elected for all classes of underlying assets. The Company has elected the practical expedient to apply the lease recognition guidance for short-term leases defined as twelve months or less. Operating lease arrangements may contain options to extend the lease term or for early termination. The Company accounts for these options when it is reasonably certain they will be exercised. Right-of-use assets are evaluated for impairment in a manner consistent with the treatment of other long-lived assets. Operating lease expense is recognized on a straight-line basis over the lease term and is recorded primarily within selling, general, and administrative expenses on the consolidated income statements. The Company records a right-of-use asset and lease liability as of the lease commencement date equal to the present value of the remaining lease payments for its operating and finance leases. Most leases do not provide an implicit rate that can be readily determined. Therefore, the discount rate used is based on the Company’s incremental borrowing rate, which is determined using the Company’s credit rating and information available as of the commencement date. The right-of-use asset is then adjusted for initial direct costs and certain lease incentives included in the contractual arrangement. Business Combinations Business combinations are accounted for under the acquisition method of accounting, which requires recognition separately from goodwill, the assets acquired, and the liabilities assumed at their acquisition date fair values. While best estimates and assumptions are used to calculate the fair value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, when applicable, the estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, adjustments that are based on new information obtained about facts and circumstances that existed as of the acquisition date are recorded to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the final determination of the values of assets acquired or liabilities assumed, any subsequent adjustments are recognized in the consolidated income statements. For any equity consideration in a business combination, the Company has valued the equity utilizing the average (mean) closing price of the Company’s common stock on Nasdaq for the twenty (20) trading days prior to closing date, weighted for volume of each trading day. Goodwill and Intangible Assets The purchase price of an acquired business is allocated to the tangible assets and separately identifiable intangible assets acquired, less liabilities assumed, based upon their respective fair values with any excess purchase price over such fair values being recorded as goodwill. Goodwill and intangible assets acquired in a business combination and determined to have indefinite useful life are not amortized, but instead are reviewed for impairment annually, or more frequently if impairment indicators arise. Intangible assets with estimable useful lives are amortized over such lives and reviewed for impairment if indicators are present. The Company performs its annual impairment assessment October 1st of each year. As its business is highly integrated and its components have similar economic characteristics, the Company has concluded it has one reporting unit at the combined entity level. The Company does not amortize goodwill, but rather evaluates goodwill for potential impairment on an annual basis or at other times during the year if indicators of impairment exist. The Company evaluates goodwill for potential impairment by comparing the carrying value of the reporting unit to its fair value. When the Company evaluates goodwill for potential impairment, generally, the Company first performs a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If the Company determines qualitatively that it is more likely than not that the fair value of a reporting unit is less than its carrying value, or if the Company decides to bypass the qualitative assessment, the Company performs a quantitative analysis. The quantitative analysis is used to identify both the existence of impairment and the amount of the impairment loss by comparing the estimated fair value of a reporting unit to its carrying value, including goodwill. The estimated fair value is based on forward-looking estimates of performance and cash flows of the reporting unit, which are based on historical operating results, adjusted for current and expected future market conditions, as well as various internal projections and external sources. If the carrying value of the reporting unit exceeds its estimated fair value, an impairment loss would be recognized in the Company's consolidated income statements in an amount equal to the excess of the carrying value over the estimated fair value, limited to the total amount of goodwill. The Company performed an impairment analysis for the years ended December 31, 2023 and 2022 and concluded that the fair value of the reporting unit was in excess of its carrying amount, and as such, no impairment was required. Definite-lived intangible assets that were acquired through asset acquisitions or business combinations include customer relationships, contract rights, and favorable leaseholds. These intangible assets are amortized over their estimated useful lives ranging from two The Company is required to review long-lived assets and definite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset might not be recoverable. Recoverability of assets held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered impaired, the impairment recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. We report assets to be disposed of at the lower of the carrying amount or fair value, less cost to sell. There were no impairment indicators of long-lived assets or definite lived intangibles for the years ended December 31, 2023 and 2022. Stock-based Compensation Shares originating from the granting of restricted stock bonus awards, stock options and the sale of stock to employees at prices below fair value are subject to Accounting Standards Codification Topic 718, Compensation – Stock Compensation (“ASC Topic 718”) from the date of issuance until retirement. For ASC Topic 718 stock-based awards classified as permanent equity, the Company generally recognizes non-cash compensation expense on a ratable basis over the applicable service period based on the award date fair value. The Company has elected to use the Black-Scholes-Merton option-pricing model to determine the grant date fair value of stock options. The Company accounts for forfeitures when they occur. Non-recourse Notes Treated as Substantive Options Certain stock subscription notes receivable of the Company are non-recourse. As such, these notes are substantive options under ASC Topic 718 subject to the Black-Scholes-Merton method of computing compensation cost. The option strike price is calculated as the purchase price of the shares plus the estimated interest per share expected to be collected during the term of the note. Because at any time the notes may be pre-paid, the Company recognizes the total calculated compensation cost at the time of issuance. Pursuant to the terms of the notes, the Company collects payments through payroll deductions. The Company considers the payments to be periodic exercises of the options. The Company accounts for stock purchases through exercise in accordance with ASC Topic 718. No note receivable exists for these non-recourse notes. Fair Value Measurements Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures (“ASC Topic 820”) provides the framework for measuring and reporting financial assets and liabilities at fair value. ASC Topic 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. 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 December 31, 2023 and 2022: • 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 3 fair value inputs. Fair value measurements relating to our business combinations are made primarily using Level 3 inputs including discounted cash flow and to the extent applicable, Monte Carlo simulation techniques. Fair value for the identified intangible assets is generally estimated using inputs primarily for the income approach using the multiple period excess earnings method. The significant assumptions used in estimating fair value include (i) revenue projections of the business, including profitability, (ii) attrition rates and (iii) the estimated discount rate that reflects the level of risk associated with receiving future cash flows. Other personal property assets, such as property, plant and equipment, are valued using the cost approach, which is based on replacement or reproduction costs of the asset less depreciation. The fair value of the contingent consideration is estimated using published treasury rates in the Wall St. Journal and discounting the present value along with other significant assumptions which include projections of revenue, and probabilities of meeting those projections, as well as Monte Carlo simulation techniques. The following is a summary of change in contingent consideration: For the Year Ended For the Year Ended (in thousands) December 31, 2023 December 31, 2022 Balance at beginning of period $ 487 $ 14 Fair value of contingent consideration issuances 10,379 487 Change in fair value of contingent consideration (299) 437 Settlement of contingent consideration – (451) Balance at end of period $ 10,567 $ 487 The change in fair value consideration is included in Other Expense in the Consolidated Income Statement. Advertising Expense The Company expenses the cost of advertising as incurred. Advertising expense wa s $0.2 million a nd $0.2 million for the years ended December 31, 2023 and 2022, 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. 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 years ended December 31, 2023 and 2022 was (2.7)% and (195.4)%. 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 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 2020 and thereafter 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 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 has been applied using a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of the effective date. The Company adopted the new guidance starting January 1, 2023. The impact of this ASU is reflected in the consolidated financial statements and was not material. Accounting guidance not yet adopted In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, Improvements to Reportable Segment Disclosures , which requires disclosure of significant segment expenses and other segment items in annual and interim periods. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective application to all prior periods presented in the financial statements. We are currently evaluating the impacts of the new standard. In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures , which requires disaggregated information about an entity’s effective tax rate reconciliation as well as information on income taxes paid. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, and should be applied prospectively. Retrospective application is permitted. We are currently evaluating the impacts of the new standard. The Company does not believe that any recently issued standards other than those noted above as material would have a material effect on its consolidated financial statements. |
(Loss) Earnings Per Share and C
(Loss) Earnings Per Share and Certain Related Information | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
(Loss) Earnings Per Share and Certain Related Information | (Loss) Earnings Per Share and Certain Related Information Basic (loss) earnings per share is calculated by dividing net (loss) income attributable to the Company available to common stockholders by the weighted average number of common shares outstanding for the years ended December 31, 2023 and 2022. 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 performance based restricted stock units, which are considered contingently issuable shares, 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 loss per share, for the year ended December 31, 2023, the weighted average number of shares outstanding exclude 1,796,615 non-vested restricted shares and 7,900 unexercised substantive options. The computation of diluted loss per share for the year ended December 31, 2023 did not assume the effect to all potential dilutive common stock equivalents outstanding for the period. For calculating basic earnings per share, for the year ended December 31, 2022, the weighted average number of shares outstanding exclude 2,004,944 non-vested restricted shares and 12,830 unexercised substantive options. The computation of diluted earnings per share for the year ended December 31, 2022 did 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 years ended December 31, 2023 and 2022 (in thousands, except share data): For the Year Ended December 31, 2023 2022 Numerator Net (loss) income $ (6,624) $ 5,005 Earnings allocated to non-vested shares – 783 Subtotal $ (6,624) $ 4,222 Denominator Weighted average common shares outstanding 12,490,914 10,887,620 Effect of dilutive nominal options – – Effect of dilutive contingently earned shares – 796,138 Dilutive average shares outstanding 12,490,914 11,683,758 Basic (loss) earnings per share $ (0.53) $ 0.39 Dilutive (loss) earnings per share $ (0.53) $ 0.37 Share Repurchases On November 10, 2022, our board of directors authorized a program, to spend up to $10.0 million for the repurchase of our common stock (the "2022 Repurchase Authorization"). The common stock may be purchased from time to time depending upon market conditions and may be purchased in the open market and through one or more trading plans designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. The plan did not obligate the Company to repurchase any specific number or any specific dollar amount of shares. The authorization expired on November 10, 2023. On November 17, 2023, the board of directors authorized a new $10 million share repurchase program under which the Company may repurchase up to $10 million of our common stock (the "2023 Repurchase Authorization"). The authorization is effective from November 17, 2023, through November 16, 2024. The execution of the repurchase program is expected to be consistent with the Company’s strategic initiatives which prioritize investments in organic and acquisitive growth. The timing and amount of any share repurchases will be determined by management at its discretion based on several factors including share price, market conditions and capital allocation priorities. Shares may be repurchased from time to time through open market purchases, in privately negotiated transactions or by other means, including the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, in accordance with applicable securities laws and other restrictions. The share repurchase program does not obligate Bowman to acquire a specific number of shares of common stock and may be suspended, modified, or discontinued at any time without notice. At December 31, 2023, the Company has $10.0 million remaining under the 2023 Repurchase Authorization. The following tables summarizes repurchase activity under the 2022 Repurchase Authorization through December 31, 2023. There has been no repurchases of common stock under the 2023 Repurchase Authorization as of December 31, 2023. Amount Authorized (2022 Repurchase Authorization) Average Price Per Share 1 Total Shares Held in Treasury Shares Repurchased $ 10,000,000 $ 25.96 28,704 28,704 1 Includes commissions paid and calculated at the average price per share |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions Business Combinations During 2023, the Company completed eleven acquisitions, diversifying across geographic regions and services. The Company paid total consideration of $75.7 million which was comprised of combinations of cash, promissory notes, convertible notes, shares of common stock and assumed liabilities. No cash was acquired with these acquisitions. Shares of common stock are subject to a six-month lock-up. Promissory notes bear a simple interest rate ranging from 5.00% to 11.00% and are payable in quarterly payments of principal and interest beginning February 2023 and ending in December 2026. Convertible notes bear a simple interest rate ranging from 7.00% to 8.00% and are payable in lump sum payments or quarterly payments of principal and interest beginning December 2024 and ending in September 2027; see Note 12 Notes Payable for additional information regarding the convertible notes payable. For tax purposes, dependent on the transaction, the acquisitions were treated either as an asset, stock or a merger. For six of the acquisitions, the purchase agreement includes a contingent consideration feature, which affords the sellers the opportunity to earn additional consideration in the form of the Company's common stock, cash and non-negotiable promissory notes, based on certain financial performance thresholds. The final settlement amount will depend on ongoing operations of the acquired company. The payout amounts range between $0 and $3.0 million; see Note 2 Fair Value Measurements for additional information regarding the fair value of contingent consideration. In connection with these acquisitions, the Company recognized $1.2 million of acquisition related expenses within Other Income and Expenses in the consolidated statement of income for the year ended December 31, 2023, including legal fees, consulting fees, and other miscellaneous expenses associated with acquisitions. 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. During 2022, the Company completed nine acquisitions. The Company paid total consideration of $47.5 million which was comprised of any combination of cash, promissory notes, convertible notes, shares of common stock and assumed liabilities. No cash was acquired with these acquisitions. Shares of common stock are subject to a six-month lock-up. Promissory notes bear a simple interest rate ranging from 3.50% to 7.00% and is payable in lump sum payments or in quarterly payments of principal and interest beginning May 2022 and ending in May 2027. Convertible notes bear a simple interest rate ranging from 4.75% to 7.00% and is payable in quarterly payments of principal and interest beginning November 2022 and ending in May 2027; see Note 12 Notes Payable for information regarding the convertible notes payable. For tax purposes, the acquisitions were treated as asset acquisitions, 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 purchase agreement for one of the acquisitions includes a contingent consideration feature, which affords the sellers the opportunity to earn additional consideration in the form of the Company's common stock, cash and a non-negotiable promissory note, based on certain financial performance thresholds. The payout amount ranges between $0 and $3.0 million; see Note 2 Fair Value Measurements for additional information regarding the fair value of contingent consideration. 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 purchase price allocations have been completed and the amounts are deemed final. The purchase price allocations at fair value, for 2023 and 2022 acquisitions as of December 31, 2023 and 2022 are presented below: (in thousands) 2023 2022 Assets: Accounts Receivable, net $ 10,112 $ 12,427 Contract assets 6,334 2,253 Prepaid and other current assets 361 595 Property and equipment, net 1,952 2,068 Operating lease, right-of-use assets 7,078 96 Goodwill 43,512 25,225 Other intangible assets 27,361 19,626 Other assets - non-current 44 – Total assets acquired: $ 96,754 $ 62,290 Liabilities: Accounts payable and accrued liabilities, current portion $ 3,258 $ 6,182 Contract liabilities 4,891 2,906 Other non-current obligations 23,920 18,475 Operating lease obligation, less current portion 7,078 – Finance lease obligation, less current portion – 304 Pension and post-retirement obligation, less current portion – 5,782 Deferred tax liability 5,787 – Total liabilities assumed: $ 44,934 $ 33,649 Net assets acquired: $ 51,820 $ 28,641 Cash flow reconciling items: Issuance of common stock as partial consideration (26,133) (10,606) Cash paid for acquisitions, net of cash acquired $ 25,687 $ 18,035 For the year ended December 31, 2023, the Company recorded measurement period adjustments of $0.1 million increase to prepaid and other current assets, $0.3 million increase to contract assets, $3.2 million increase to goodwill and intangible assets offset by $3.7 million increase to deferred tax liability and $0.1 million decrease to contract liabilities and accrued liabilities. If the change in provisional amounts had been recorded at the acquisition date it would have resulted in a decrease in revenue by $0.4 million in prior periods. The amounts in the tables above represent the preliminary purchase allocation for the 2023 acquisitions. The purchase price allocation, including the residual amount allocated to goodwill, is based on preliminary information and is subject to change as additional information concerning final asset and liability valuations are obtained and management completes its reassessment of the measurement period procedures based on the results of the preliminary valuation. During the applicable measurement period, the Company will adjust assets and liabilities if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in revised estimated values of those assets or liabilities as of that date. The effect of measurement period adjustments to the estimated fair values will be reflected as if the adjustments had been completed on the acquisition date. Definite-lived intangible assets that were acquired through asset acquisitions or business combinations include customer relationships, contract rights, and favorable leaseholds. These intangible assets are amortized over their estimated useful lives ranging from two The following table summarizes the preliminary purchase price allocation at fair value for identifiable intangible assets acquired in 2023 and 2022: 2023 Weighted-Average Life 2022 Weighted-Average Life Customer relationships $ 20,050 10.45 $ 14,177 12.90 Contract rights 6,980 1.18 4,448 2.28 Favorable leaseholds 331 7.76 27 1.42 Licensing rights $ – $ 974 Indefinite Total $ 27,361 $ 19,626 Results from Acquisitions The consolidated financial statements of the Company include the results of operations from any business acquired from their respective dates of acquisition. The following table presents the results of operations of companies acquired during 2023 from their respective dates of acquisition for the year ended December 31, 2023 (in thousands): For the Year Ended December 31, 2023 Gross Contract Revenue 1 $ 32,271 Pre-tax Net Income 3 $ 6,651 1 Gross contract revenue includes adjustments as required by ASC 606, Revenue from Contracts with Customers based on opening balance sheet provided by the acquired companies. There is no assurance these adjustments will be consistent in future periods. Opening balance sheet balances are subject to adjustment prior to being finalized. 3 Pre-tax Net Income excludes corporate overhead allocation. The following table presents the unaudited, pro forma consolidated results of operations for the year ended December 31, 2023 and December 31, 2022 assuming that the companies acquired in 2023, described above, occurred on January 1, 2022. The 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 Year Ended December 31, 2023 December 31, 2022 Gross Contract Revenue 2 $ 386,220 $ 324,907 Pre-tax Net Income $ 1,053 $ 4,427 2 Gross contract revenue in these pro forma financials does not conform to GAAP as required by ASC 606, Revenue from Contract with Customers, as it is impracticable to obtain the historical information necessary to apply this accounting standard. The historical estimates required to be able to accurately determine the percent complete accounting on the contracts that comprise the revenue is not available for the required periods. |
Disaggregation of Revenue and C
Disaggregation of Revenue and Contract Balances | 12 Months Ended |
Dec. 31, 2023 | |
Disaggregation of Revenue [Abstract] | |
Disaggregation of Revenue and Contract Balances | Disaggregation of Revenue and Contract Balances The Company disaggregates revenues by contract type, see Revenue Recognition in Note 2 for further details. For the year ended December 31, 2023 and 2022, the Company derived 89.4% and 93.9% of its revenue from contracts classified as lump sum, and 10.6% and 6.1% of its revenue from exclusively time and material contracts, respectively. The Company had approximately $227.3 million in remaining performance obligations as of December 31, 2023 of which it expects to recognize approximately 87.5% within the next twelve months and the remaining 12.5% thereafter. Disaggregated revenues by contract type were as follows (in thousands): For the Twelve Months Ended December 31, 2023 2022 Fixed fee $ 309,703 89.4 % $ 245,685 93.9 % Time-and materials 36,553 10.6 % 16,029 6.1 % Gross contract revenue $ 346,256 100.0 % $ 261,714 100.0 % |
Contracts in Progress
Contracts in Progress | 12 Months Ended |
Dec. 31, 2023 | |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract] | |
Contracts in Progress | 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): December 31, 2023 December 31, 2022 Costs incurred on uncompleted contracts $ 359,509 $ 279,173 Estimated contract earnings in excess of costs 541,851 398,791 Estimated contract earnings to date 901,360 677,964 Less: billed to date (875,321) (668,013) Net contract assets $ 26,039 $ 9,951 |
Notes Receivable
Notes Receivable | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Notes Receivable | Notes Receivable The Company has unsecured notes receivable from related parties, certain non-executive officers of the Company and an unrelated third party. The maturity dates for certain notes from officers, employees and affiliated entities have been extended until January 2026. The following is a summary of these notes receivable (in thousands): December 31, 2023 December 31, 2022 Officers, employees and affiliated entities - Interest accrues annually at rates ranging from 0.0% - 5.5%. The notes receivable mature through January 2026. $ 2,318 $ 2,433 Unrelated third party - Currently no interest is being accrued on this note. The note receivable matures in December 2025. 1 903 903 Total: 3,221 3,336 Less: current portion Officers, employees and affiliates (1,199) (1,016) Noncurrent portion $ 2,022 $ 2,320 1 Notes initiated prior to the Company's initial public offering. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment for fixed assets are as follows (in thousands): December 31, 2023 December 31, 2022 Computer equipment $ 2,321 $ 2,101 Survey equipment 5,711 5,088 Vehicles 2,127 1,032 Furniture and fixtures 2,498 2,398 Leasehold improvements 8,870 7,727 Software 389 316 Fixed assets pending lease financing 1 960 181 Total: 22,876 18,843 Less: accumulated depreciation (14,818) (12,319) Property and Equipment, net of finance lease assets $ 8,058 $ 6,524 1 assets acquired which will be re-financed under the Company's finance lease facilities Depreciation expense for fixed assets for the years ended December 31, 2023 and 2022 was $2.5 million and $1.6 million, respectively. Property and equipment for finance leased assets are as follows (in thousands): December 31, 2023 December 31, 2022 Equipment $ 20,435 $ 16,256 Vehicles 8,540 6,787 Total: 28,975 23,043 Less: accumulated amortization on leased assets (9,432) (4,463) Finance lease assets, net $ 19,543 $ 18,580 Amortization expense for finance leased assets for the years ended December 31, 2023 and 2022 was $7.3 million and $6.8 million, respectively. |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill The following is a summary of goodwill resulting from business acquisitions held by the Company at December 31, 2023 (in thousands): Goodwill Balance as of December 31, 2022 $ 53,210 2023 Acquisitions - additions 40,785 2023 Acquisitions - adjustments 2,726 2022 Acquisitions - adjustments (328) Balance as of December 31, 2023 $ 96,393 |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2023 | |
Intangible Assets [Abstract] | |
Intangible Assets | Intangible Assets Total intangible assets consisted of the following at December 31, 2023 and December 31, 2022 (in thousands): December 31, 2023 December 31, 2022 Gross Amount Accumulated Amortization Net Balance Gross Amount Accumulated Amortization Net Balance Customer relationships $ 43,644 $ (5,643) $ 38,001 $ 23,595 $ (2,330) $ 21,265 Contract rights 14,261 (8,036) 6,225 7,281 (2,416) 4,865 Favorable leaseholds 518 (105) 413 187 (48) 139 Domain name 281 – 281 281 – 281 Licensing rights 1,374 – 1,374 1,400 – 1,400 Total $ 60,078 $ (13,784) $ 46,294 $ 32,744 $ (4,794) $ 27,950 The domain name and licensing rights acquired during the year ended December 31, 2022 totaled $1.0 million and has an indefinite useful life. No such assets were acquired during the year ended December 31, 2023. The following table summarizes the total weighted average useful lives of intangible assets by asset class used for expense purposes: December 31, 2023 December 31, 2022 Customer relationships 11.27 11.97 Contract rights 1.84 2.47 Leases 7.86 8.05 Amortization expense for the years ended December 31, 2023 and 2022 was $9.0 million and $3.9 million, respectively. Future amortization is as follows for the years ending December 31 (in thousands): Year ending December 31, 2024 $ 10,103 2025 5,002 2026 4,411 2027 4,319 2028 4,302 Thereafter 16,502 Total $ 44,639 |
Revolving Credit Facility and F
Revolving Credit Facility and Fixed Credit Facilities | 12 Months Ended |
Dec. 31, 2023 | |
Line of Credit Facility [Abstract] | |
Revolving Credit Facility and Fixed Credit Facilities | Revolving Credit Facility and Fixed Credit Facilities The Company has one revolving credit facility (the “Revolving Credit Facility”) and three non-revolving credit facilities (“Fixed Line 1”, Fixed Line 2” and “Fixed Line 4” collectively, the “Fixed Lines”) with Bank of America, N.A. On December 31, 2023 and December 31, 2022, the interest rate on the Revolving Credit Facility was 9.60% and 8.50%, respectively. All outstanding principal on the Revolving Credit Facility is due on July 31, 2025. On December 31, 2023 and December 31, 2022, there was $45.3 million and no outstanding balance on the Revolving Credit Facility, respectively. 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 Credit Facility 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). On August 2, 2023, the Company entered into a First Amendment to the Amended and Restated Credit Agreement whereby the maximum principal amount of the Revolving Credit Facility was increased to $70 million, the term was extended to July 31, 2025, and certain provisions relating to interest rate spreads and used fees were modified. Fixed Line #1 has a maximum advance of $1.0 million, does not allow for re-borrowings and is included in Notes Payable (see Note 12). The Company pays interest on a monthly basis at a rate equal to SOFR Simple ARR plus 2.0%. On December 31, 2023 and December 31, 2022, the interest rate was 7.40% and 6.30%, respectively. Commencing the earlier of i) the date no remaining amount is available under the Fixed Line or, ii) August 31, 2018, the Company is obligated to pay the then outstanding principal balance in sixty equal monthly installments through maturity in August 2023. As of December 31, 2023, Fixed Line #1 was paid in full and there was no outstanding balance. As of December 31, 2022, the outstanding balance on Fixed Line #1 was $0.1 million. Fixed Line #2 has a maximum advance of $1.0 million, does not allow for re-borrowings and is included in Notes Payable (see Note 12). 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 December 31, 2023 and 2022, the outstanding balance on Fixed Line #2 was $0.3 million and $0.5 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 was to be repaid over thirty-six months beginning April 13, 2020 through maturity on March 13, 2023. The interest rate on this loan was 3.49%. On December 31, 2023, Facility #4 was paid in full and there was no outstanding balance. As of December 31, 2022, the outstanding balance on Facility #4 was $0.1 million. The Company secures its obligations under the Amended and Restated 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 Amended and Restated Agreement and Fixed Line loans. The Company must maintain, on a combined basis certain financial covenants defined in the Amended and Restated Agreement |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2023 | |
Debt Instruments [Abstract] | |
Notes Payable | Notes Payable Notes payable consist of the following (in thousands): December 31, 2023 December 31, 2022 Related parties: 1 Shareholders and Owners of Acquired Entities - Interest accrues annually at rates ranging from 3.25% - 11.00%. The notes payable mature on various dates through December 2026. $ 21,663 $ 19,649 Convertible Notes Payable - Interest accrues annually at rates ranging from 4.75% - 8.00% annually. The convertible notes payable mature on various dates through September 2027. 6,631 6,675 Unrelated third parties: Note payable for purchase of software and vehicles 130 55 Note payable for purchase of intangible asset – 50 Fixed lines of credit - see note 11 344 773 Discounts on notes payable issued as consideration in acquisitions: 1 Shareholders and Owners of acquired entities (1,041) (758) Total 27,727 26,444 Less: current portion (13,989) (10,168) Noncurrent portion $ 13,738 $ 16,276 1 Includes notes payable to all owners irrespective of current relationship with the Company. The Company’s 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 $2.1 million and $1.0 million for the years ended December 31, 2023 and 2022, respectively. Future principal payments on notes payable are as follows for the years ending December 31 (in thousands): 2024 $ 14,672 2025 8,761 2026 4,311 2027 1,024 2028 – Total $ 28,768 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 as partial consideration for the acquisition of Project Design Consultants, LLC (see Note 4 Acquisitions ). The convertible note will be convertible into shares of common stock at the option of the holders, at any time, at a conversion price of $14.00 per share upon proper notice. Subject to the exercise of the conversion, the convertible note will be payable in quarterly payments of principal, interest or both beginning in October 2022 and ending in April 2027. At any time, upon ten In August 2022, the Company issued a $1.1 million 5.50% unsubordinated convertible note with a maturity date in May 2027 as partial consideration for the acquisition of Anchor Consultants, LLC (see Note 4 Acquisitions ). The convertible note will be convertible into shares of common stock at the option of the holders, at any time, at a conversion price of $18.00 per share upon proper notice. Subject to the exercise of the conversion, the convertible note will have quarterly payments of principal, interest or both beginning in November 2022 and ending in May 2027. At any time, upon ten In December 2022, the Company issued a $1.6 million 7.00% unsubordinated convertible note with a maturity date in September 2027 as partial consideration for the acquisition of H2H Geoscience Engineering, PLLC (see Note 4 Acquisitions ). The convertible note will be convertible into shares of common stock at the option of the holders, at any time, at a conversion price of $18.00 per share upon proper notice. Subject to the exercise of the conversion, the convertible note will have quarterly payments of principal, interest or both beginning in December 2024 and ending in September 2027. At any time, upon ten In November 2023, the Company issued a $1.3 million 8.00% unsubordinated convertible note with a maturity date in May 2024 as partial consideration for the acquisition of High Mesa Consulting Group, Inc. (see Note 4 Acquisitions ). The convertible note will be convertible into shares of common stock at the option of the holders, at any time, at a conversion price of $28.13 per share upon proper notice. Subject to the exercise of the conversion, the convertible note and the accrued interest shall be payable in May 2024. At any time, upon ten |
Pension and Post-retirement Ben
Pension and Post-retirement Benefit Obligations | 12 Months Ended |
Dec. 31, 2023 | |
Postemployment Benefits [Abstract] | |
Pension and Post-retirement Benefit Obligations | Pension and Post-retirement Benefit Obligations In 2022, the Company acquired various non-qualified defined benefit pension plans in the U.S. (the "Plan"). Individual benefits under the Plan generally are based on the employee’s years of creditable service and compliance with non-compete agreements. The plan is unfunded and there are no plan assets. The pension benefit obligations were measured as of December 31, 2023 and 2022. There were no contributions made to the Plan as of December 31, 2023 and 2022. The following tables provide reconciliations of the changes in the Plans’ benefit obligations as of December 31, 2023 and 2022: (Amounts in thousands) December 31, 2023 December 31, 2022 Change in benefit obligation Benefit obligation at beginning of year $ 5,087 $ – Acquired benefit obligations – 5,782 Service cost 41 34 Interest cost 273 165 Direct benefit payments (303) (117) Actuarial gain (52) (777) Benefit obligation at end of year $ 5,046 $ 5,087 The following table sets forth the amounts recognized in the consolidated balance sheets as of December 31, 2023 and 2022: (Amounts in thousands) December 31, 2023 December 31, 2022 Amount recognized in the consolidated balance sheets: Accounts payable and accrued liabilities, current portion $ (392) $ (239) Post-retirement obligation, less current portion (4,654) (4,848) Net amount recognized in the balance sheet $ (5,046) $ (5,087) The net periodic benefit expense for the Company's pension plans for the year ended December 31, 2023 and 2022 was $0.3 million and $0.2 million, respectively. The change in benefit obligations recognized in other comprehensive income during the year was a net gain of $10,000 and $0.8 million for the year ended December 31, 2023 and 2022, respectively. The amount of applicable deferred income taxes included in other comprehensive income arising from a change in net prior service cost and net (loss) income was $2,000 and $0.2 million for the year ended December 31, 2023 and 2022, respectively. The following table provides additional information for pension plans with accumulated benefit obligations in excess of plan assets as of December 31, 2023 and 2022: (Amounts in thousands) December 31, 2023 December 31, 2022 Projected benefit obligation $ 1,103 $ 1,175 Accumulated benefit obligation 1,103 1,175 Fair value of plan assets – – There are no required minimum contributions for the pension plans. The following table provides the expected future benefit payments: Year Ending December 31, (Amounts in thousands) 2024 $ 392 2025 265 2026 258 2027 280 2028 287 Thereafter 1,549 The following are the underlying assumptions for the pension plans as of December 31, 2023 and 2022: December 31, 2023 December 31, 2022 Weighted-average assumptions to determine benefit obligations: Discount rate 5.30 % 5.51 % Weighted-average assumptions to determine service cost: Discount rate 5.48 % 4.53 % Weighted-average assumptions to determine interest on service cost: Discount rate 5.55 % 4.58 % Pension costs are determined using the assumptions as of the beginning of the plan year. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 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 December 31, 2023 and 2022, there were no amounts due to or receivables due from BCC. Rent expense for years ended December 31, 2023 and 2022 was $0.1 million and $0.1 million, respectively. Bowman Lansdowne Development, LLC (BLD) is an entity in which Mr. Bowman has an ownership interest. On December 31, 2023 and 2022, the Company’s notes receivable included $0.5 million and $0.5 million, respectively, from BLD, with a maturity date of December 31, 2025. Lansdowne Development Group, LLC (LDG) is an entity in which BLD has a minority ownership interest. On December 31, 2023 and 2022, our accounts receivable included $0.1 million and $0.1 million, respectively, due from LDG. On December 31, 2023 and 2022, notes receivable included $0.4 million and $0.4 million, respectively, from LDG, with a maturity date of December 31, 2025. Bowman Realty Investments 2010, LLC (BR10) is an entity in which Mr. Bowman has an ownership interest. On December 31, 2023 and 2022, the Company’s notes receivable included $0.2 million and $0.2 million, respectively, from BR10, with a maturity date of December 31, 2025. Alwington Farm Developers, LLC (AFD) is an entity in which BR10 has a minority ownership interest. On December 31, 2023 and 2022, notes receivable included $1.2 million and $1.2 million, respectively, from AFD, with a maturity date of December 31, 2024. 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 is the sole member of Bowman Realty 2013. Since 2020, the Company has provided engineering services to MREC Shenandoah in exchange for cash payments. During the years ended December 31, 2023 and 2022, the Company invoiced $0.2 million and $0.7 million, respectively, and received payments of $0.2 million and $0.3 million, respectively. During the years ended December 31, 2023 and 2022, the Company provided administrative, accounting and project management services to certain of the related party entities. The cost of these services was $0.1 million and $0.1 million, respectively. These entities were billed $0.1 million and $0.1 million, respectively. Gregory Bowman, the son of Mr. Bowman, is a full-time employee of the Company. Gregory Bowman was paid $0.2 million and $0.1 million for the years ended December 31, 2023 and 2022, respectively. Bowman Realty Investments 2013 LLC (BR13) is an entity in which Mr. Bowman has an ownership interest. On December 31, 2023 and 2022, the Company was due $48,000 and $0.1 million, respectively, from shareholders under the terms of stock subscription notes receivable. On December 31, 2023 and 2022, the Company owed $0.1 million and $0.2 million, respectively to the estate of a retired shareholder and former director in connection with a 2015 acquisition. In August of 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. The Company paid $0.4 million and $0.1 million for the years ended December 31, 2023 and 2022, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The provision (benefit) for income taxes consisted of the following (in thousands): December 31, December 31, Current expense (benefit): Federal $ 20,694 $ 9,655 State 5,001 4,844 Foreign 24 12 Total 25,719 14,511 Deferred expense (benefit): Federal (21,454) (14,073) State (4,088) (3,707) Total (25,542) (17,780) Provision (benefit) for income taxes $ 177 $ (3,269) The Company measures deferred tax assets and liabilities based on the difference between the financial statement and tax bases of assets and liabilities at the applicable tax rates. Components of the Company’s deferred tax asset and liability are as follows (in thousands): December 31, December 31, Deferred tax assets: Lease liabilities $ 12,119 $ 9,587 Bad debt reserve 608 593 Accrued employee related expenses 1,029 901 Capitalized research and development costs 37,957 18,670 Restricted stock units 3,052 1,701 Performance stock units 1,738 672 Acquisition related transaction costs 890 392 Intangible asset amortization – 680 Other 2 2 57,395 33,198 Deferred tax liabilities: Fixed asset depreciation (4,833) (5,286) Lease assets (10,387) (7,733) Intangible asset amortization (1,775) – Prepaid expenses (1,102) (622) Section 481(a) adjustment (3,343) (4,229) Goodwill amortization (2,175) (1,569) (23,615) (19,439) Net deferred tax assets (liabilities) $ 33,780 $ 13,759 Beginning January 1, 2022, the Tax Cuts and Jobs Act (TCJA) of 2017 eliminated the option to deduct research and development expenditures in the current year and now requires taxpayers to capitalize and amortize research and development costs pursuant to Internal Revenue Code Section 174. The capitalized expenses are amortized over a 5-year period for domestic expenses and a 15-year period for foreign expenses. As a result of this provision of the TCJA, deferred tax assets reflect approximately $105 million and $82 million of pre-tax capitalized and amortizable research and development costs for the years ended December 31, 2023 and 2022, respectively. The Company’s tax attributes, including net operating losses and credits, are subject to any ownership changes as defined under the Internal Revenue Code Sections 382 and 383. A change in ownership could affect the Company’s ability to utilize its net operating losses and credits. The Company has recognized the portion of net operating losses and research and development credits acquired that will not be limited and more likely than not to be realized. Based on the Company’s operating history and management’s expectation regarding future profitability, management believes the Company’s deferred tax assets are more likely than not to be realizable under ASC 740, Income Taxes. Accordingly, no valuation allowance exists as of December 31, 2023, and December 31, 2022. Income tax expense (benefit) differed from the amounts computed by applying the federal statutory income tax rate of 21% to pretax income due to the following adjustments (in thousands): December 31, December 31, Statutory rate $ (1,354) $ 351 State income taxes, net of federal benefit (138) 225 Section 162(m) compensation differences 1,381 773 Other permanent differences 269 107 Stock compensation (1,770) (1,348) Foreign taxes 24 12 Other – 1 Research & development credit (3,098) (3,664) Uncertain tax positions 4,863 274 Provision (benefit) for income tax $ 177 $ (3,269) The adjustment to the statutory rate from state income taxes for the year ended December 31, 2023, and December 31, 2022, respectively, are the result of state and local income tax expense, including tax rate and apportionment factor changes. The adjustment to the statutory rate from Internal Revenue Code Section 162(m) for the year ended December 31, 2023, and December 31, 2022, are the result of permanent differences created by the annual disallowance of certain executive compensation exceeding $1.0 million. The adjustment to the statutory rate from stock compensation for the year ended December 31, 2023, and 2022, are the result of permanent differences recognized for the tax deduction in excess of book amortization on the exercise and vesting of stock-based compensation. The adjustment to the statutory rate from research and development credits for the year ended December 31, 2023, and 2022 are the result of application of research and development tax credits earned generated by the Company in connection with certain at-risk work performed on behalf of our customers. The Company has elected to record tax-related penalties and interest as current income tax expense. For the year ended December 31, 2023, total penalties and interest related to uncertain tax positions is $4.8 million, including $4.6 million related to IRC Section 174 research and development expenditures. A reconciliation of the beginning balance and ending amounts of unrecognized tax benefits (excluding interest and penalties) is as follows for the year ended December 31, 2023, and 2022 (in thousands): 2023 2022 Balances at January 1 $ 716 $ 2,269 Additions based on tax positions related to the prior year 14,485 396 Decreases based on tax positions related to prior year – (1,960) Additions based on tax positions related to the current year 23,698 153 Settlements – (142) Balances at December 31 $ 38,899 $ 716 The amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate at December 31, 2023, and December 31, 2022, is $0.9 million and $0.7 million, respectively. The amount of the unrecognized tax benefits expected to reverse within the next 12 months is $9.5 million. For the period ending December 31, 2023, the Company recorded interest and penalties of $0.6 million and $4.0 million, respectively, related to uncertain tax positions, which were recognized as a component of income tax expense. For the period ending December 31, 2022, the Company did not record any interest and penalties related to uncertain tax positions. For the periods ending December 31, 2023, and December 31, 2022, the Company has an ending uncertain tax position of $38.0 million and $14.5 million, respectively, against its IRC Section 174 research and development expenditures. The Company reported this uncertain tax position given its position that its costs are deductible currently and therefore should not be capitalized and amortized over five years. This uncertain tax position represents a timing difference with no impact to overall income tax expense or benefit. For the periods ending December 31, 2023, and December 31, 2022, the Company has an ending uncertain tax position of $0.6 million and $0.4 million, respectively, against its research and development expenditures credit. For the period ending December 31, 2022, the Company submitted a Voluntary Disclosure Agreement to the state of Florida that was accepted in 2022, that resulted in a settlement and full release of the previously recorded uncertain tax position. For the period ending December 31, 2022 , the Company recorded an uncertain tax position of $1.9 million for employing 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 a Form 3115, Application for Change in Accounting Method, with the Internal Revenue Service requesting to change from the impermissible method to a permissible method, which was approved during 2022 and resulted in a reversal of the uncertain tax position to a deferred tax liability . For the period ending December 31, 2022, the Company recorded an uncertain tax position of $0.4 million related to the annual limitation on the deductibility of executive compensation claimed on its 2021 U.S. federal income tax return, filed during 2022. The Company files income tax returns in the U.S. federal jurisdiction and certain states in which it operates. The Company’s federal income tax returns for tax years 2020 and thereafter 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. On March 27, 2020, the President of the United States signed into law the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”). The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. The Company deferred employer payroll taxes under the CARES Act, which was satisfied in full during the period ending December 31, 2022, without impact to our income tax benefit. |
Employee Stock Purchase and Sto
Employee Stock Purchase and Stock Incentive Plans | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Employee Stock Purchase and Stock Incentive Plans | 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 Company’s Employee Stock Purchase Plan, 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 Employee Stock Purchase Plan for the year ended December 31, 2023 (in thousands, except share data): December 31, 2023 Purchase price paid for shares sold $ 1,547 Number of shares sold 61,948 For the year ended December 31, 2023, stock compensation expense for ESPP was $1.0 million. 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 through which they can grant 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 For the years ended December 31, 2023 and 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 Weighted Outstanding at January 1, 2022 14,927 $ 5.99 Granted – – Exercised (4,897) 5.97 Expired or cancelled – – Outstanding at December 31, 2022 10,030 $ 5.99 Granted – – Exercised (4,897) 5.97 Expired or cancelled – – Outstanding at December 31, 2023 5,133 $ 6.02 The following summarizes information about options outstanding and exercisable at December 31, 2023 and December 31, 2022: Options Outstanding and Exercisable Exercise Total Weighted Weighted Total December 31, 2022 $ 6.28 10,030 5.0 $ 5.99 10,030 December 31, 2023 $ 6.28 5,133 5.0 $ 6.02 5,133 The intrinsic value of these options on December 31, 2023 and 2022 was $29.24 and $15.57, respectively. The Company received cash payments of $29,203 and $29,203 from the exercise of options under the Stock Option Plan in the years ended December 31, 2023 and 2022, respectively. The Company did not record any compensation cost related to stock options during the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023, 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 of Directors through which they can issue restricted stock awards. As of December 31, 2023, 4,128,557 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. The Plan supersedes and replaces any prior plan for stock bonus grants to employees of the Company except that the prior plan shall remain in effect with respect to awards granted under such prior plan until such awards have been forfeited or fully vested. During the year ended December 31, 2023, the Board granted 734,042 shares under the Plan. The shares have a vesting period of up to five years during which there are certain restrictions as defined by the Plan and Stock Bonus Agreements. The grant date fair value of the award is the closing price of the Share 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 shares of common 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 year ended December 31, 2023, 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 Weighted Outstanding at January 1, 2022 2,218,283 13.74 Granted 456,418 16.47 Vested (824,678) 13.92 Cancelled (12,714) 15.10 Outstanding at December 31, 2022 1,837,309 14.33 Granted 734,042 28.91 Vested (816,837) 12.54 Cancelled (34,895) 20.71 Outstanding at December 31, 2023 1,719,619 18.78 On November 10, 2021 the Company’s Board of Directors adopted the 2021 Executive Officers Long Term Incentive Plan (“Officers LTIP”). The Officers LTIP is established under the Company’s 2021 Omnibus Equity Incentive 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 year ended December 31, 2023, the compensation committee approved the grants of 245,710 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, 2023 to December 31, 2025. 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, 2023 447,429 12.95 Granted 245,710 22.94 Vested – – Cancelled – – Outstanding at December 31, 2023 693,139 16.49 The Company recognizes forfeitures as they occur. As of December 31, 2023, the Company had 2,412,758 of unvested stock awards that vest between January 1, 2024 and December 31, 2027. For the years ended December 31, 2023, and 2022, stock compensation expense for the Stock Bonus Plan was $24.7 million and $13.7 million, respectively. The future expense of the unvested awards by year is as follows (in thousands): 2024 $ 16,727 2025 7,947 2026 1,191 2027 21 2028 – Total $ 25,886 |
Employee Retirement Plan
Employee Retirement Plan | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Employee Retirement Plan | Employee Retirement Plan The Company maintains a tax-deferred savings plan (the “Retirement Plan”) in accordance with section 401(k) of the Internal Revenue Code of 1986, as amended, which became effective January 1, 1996. In general, all full-time employees who have attained age eighteen are eligible to participate in the Retirement Plan on the first day of the month following the date of hire. Under terms of the Retirement Plan, the Company makes matching contributions to eligible employee wage deferrals into the Retirement Plan. Matching contributions are subject to a vesting period. Additionally, the Company may, at its discretion, make additional contributions to the Retirement Plan. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | Leases We lease certain office space, equipment and vehicles. These leases are either non-cancelable, cancellable only by the payment of penalties or cancellable upon notice provided. All lease payments are based on the lapse of time and certain leases are subject to annual escalations for increases in base rents. The Company's lease terms includes options to extend or terminate the lease when it is reasonably certain that the option will be exercised. Operating and Finance Leases The Company's operating leases primarily include material leases of buildings (consisting primarily of office lease commitments) and equipment. These leases are classified as operating leases and are recognized as right-of-use assets and operating lease liabilities on the consolidated balance sheets. The Company's finance leases primarily include equipment and vehicles in certain contracts with payment terms on the lease agreements that range between 30 and 50 months. The following tables present our operating and finance leases as of December 31, 2023, and 2022: (Amounts in thousands) Balance Sheet Classification December 31, 2023 December 31, 2022 Assets: Operating lease assets Operating lease, right-of-use assets $ 40,743 $ 30,264 Finance lease assets Property and equipment, net 19,543 18,580 Total lease assets $ 60,286 $ 48,844 Liabilities: Current: Operating lease liabilities Operating lease obligation, current portion $ (9,016) $ (6,949) Finance lease liabilities Finance lease obligation, current portion (6,586) (5,297) Total current lease liabilities $ (15,602) $ (12,246) Non-current: Operating lease liabilities Operating lease obligation, less current portion $ (37,660) $ (28,087) Finance lease liabilities Finance lease obligation, less current portion (14,408) (14,254) Total non-current lease liabilities $ (52,068) $ (42,341) The following tables present selected financial information for the year ended December 31, 2023, and 2022: (Amounts in thousands) December 31, 2023 December 31, 2022 Operating lease cost Amortization of right-of-use assets $ 11,192 $ 8,137 Short-term and variable lease cost 9 325 Finance lease cost: Amortization of right-of-use assets 7,262 6,756 Interest on lease liabilities 1,464 1,247 Sublease income (75) – Total lease cost $ 19,852 $ 16,465 (Amounts in thousands) December 31, 2023 December 31, 2022 Cash paid for amounts included in the measurements of lease liabilities: Operating cash flows from operating leases $ 18,560 $ 105 Operating cash flows from finance leases 1,462 - Financing cash flows from finance leases 6,782 6,027 Right-of-use assets obtained in exchange for new operating leases 19,030 30,133 Right-of-use assets obtained in exchange for new finance leases 8,245 829 December 31, 2023 December 31, 2022 Weighted average remaining lease term (in years): Operating leases 5.28 5.62 Finance leases 2.73 3.28 Weighted average discount rates: Operating leases 7.1 % 7.1 % Finance leases 7.4 % 7.4 % Future minimum commitments under leases for the succeeding years are as follows (in thousands): (Amounts in thousands) Year ending December 31, Operating Lease Finance Lease 2023 $ 11,694 $ 7,868 2024 10,999 7,529 2025 9,415 4,088 2026 8,318 941 2027 7,533 – Thereafter 8,117 – Total lease payments $ 56,076 $ 20,426 Less: Amounts representing interest $ (9,600) $ (2,420) Total lease liabilities $ 46,476 $ 18,006 |
Leases | Leases We lease certain office space, equipment and vehicles. These leases are either non-cancelable, cancellable only by the payment of penalties or cancellable upon notice provided. All lease payments are based on the lapse of time and certain leases are subject to annual escalations for increases in base rents. The Company's lease terms includes options to extend or terminate the lease when it is reasonably certain that the option will be exercised. Operating and Finance Leases The Company's operating leases primarily include material leases of buildings (consisting primarily of office lease commitments) and equipment. These leases are classified as operating leases and are recognized as right-of-use assets and operating lease liabilities on the consolidated balance sheets. The Company's finance leases primarily include equipment and vehicles in certain contracts with payment terms on the lease agreements that range between 30 and 50 months. The following tables present our operating and finance leases as of December 31, 2023, and 2022: (Amounts in thousands) Balance Sheet Classification December 31, 2023 December 31, 2022 Assets: Operating lease assets Operating lease, right-of-use assets $ 40,743 $ 30,264 Finance lease assets Property and equipment, net 19,543 18,580 Total lease assets $ 60,286 $ 48,844 Liabilities: Current: Operating lease liabilities Operating lease obligation, current portion $ (9,016) $ (6,949) Finance lease liabilities Finance lease obligation, current portion (6,586) (5,297) Total current lease liabilities $ (15,602) $ (12,246) Non-current: Operating lease liabilities Operating lease obligation, less current portion $ (37,660) $ (28,087) Finance lease liabilities Finance lease obligation, less current portion (14,408) (14,254) Total non-current lease liabilities $ (52,068) $ (42,341) The following tables present selected financial information for the year ended December 31, 2023, and 2022: (Amounts in thousands) December 31, 2023 December 31, 2022 Operating lease cost Amortization of right-of-use assets $ 11,192 $ 8,137 Short-term and variable lease cost 9 325 Finance lease cost: Amortization of right-of-use assets 7,262 6,756 Interest on lease liabilities 1,464 1,247 Sublease income (75) – Total lease cost $ 19,852 $ 16,465 (Amounts in thousands) December 31, 2023 December 31, 2022 Cash paid for amounts included in the measurements of lease liabilities: Operating cash flows from operating leases $ 18,560 $ 105 Operating cash flows from finance leases 1,462 - Financing cash flows from finance leases 6,782 6,027 Right-of-use assets obtained in exchange for new operating leases 19,030 30,133 Right-of-use assets obtained in exchange for new finance leases 8,245 829 December 31, 2023 December 31, 2022 Weighted average remaining lease term (in years): Operating leases 5.28 5.62 Finance leases 2.73 3.28 Weighted average discount rates: Operating leases 7.1 % 7.1 % Finance leases 7.4 % 7.4 % Future minimum commitments under leases for the succeeding years are as follows (in thousands): (Amounts in thousands) Year ending December 31, Operating Lease Finance Lease 2023 $ 11,694 $ 7,868 2024 10,999 7,529 2025 9,415 4,088 2026 8,318 941 2027 7,533 – Thereafter 8,117 – Total lease payments $ 56,076 $ 20,426 Less: Amounts representing interest $ (9,600) $ (2,420) Total lease liabilities $ 46,476 $ 18,006 |
Contingencies
Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Contingencies | Contingencies The Company is subject to legal proceedings and claims which arise in the ordinary course of business. In the opinion of management, the ultimate outcome of these matters will not be material to the Company’s combined financial position, results of operations or cash flows. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On February 2, 2024, the Company completed the acquisition of substantially all of the assets of TCE Group Holding Company, LLC pursuant to the Asset Purchase Agreement, dated February 2, 2024 (the “Agreement”), among the Company, TCE Group Holding Company and members. The aggregate consideration was approximately $3.7 million which consisted of cash, common stock and promissory note, subject to adjustment. On February 16, 2024, the Company completed the acquisition of substantially all of the assets of Speece Lewis, Inc. pursuant to the Merger Agreement, dated February 16, 2024 (the “Agreement”), among the Company, Speece Lewis, Inc. and shareholders. The aggregate consideration was approximately $4.9 million which consisted of cash, common stock and promissory note, subject to adjustment. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net (loss) income | $ (6,624) | $ 5,005 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended | 12 Months Ended |
Dec. 31, 2023 shares | Dec. 31, 2023 shares | |
Trading Arrangements, by Individual | ||
Non-Rule 10b5-1 Arrangement Adopted | false | |
Rule 10b5-1 Arrangement Terminated | false | |
Non-Rule 10b5-1 Arrangement Terminated | false | |
Bruce Labovitz [Member] | ||
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | On November 21, 2023, Bruce Labovitz, the Company’s Chief Financial Officer, adopted a 10b5-1 Plan that provides for the sale of up to 28,500 shares of the Company’s common stock pursuant to the terms of the 10b5-1 Plan from March 2024 through April 2024. Mr. Labovitz’s prior 10b5-1 Plan expired by its terms in January 2024. | |
Name | Bruce Labovitz | |
Title | Chief Financial Officer | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | November 21, 2023 | |
Arrangement Duration | 30 days | |
Aggregate Available | 28,500 | 28,500 |
Michael Bruen [Member] | ||
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | On November 21, 2023, Michael Bruen, the Company’s Chief Operating Officer and Director, adopted a 10b5-1 Plan that provides for (i) the sale of up to 30,000 shares of the Company’s common stock pursuant to the terms of the 10b5-1 Plan and (ii) a gift of 10,000 shares of the Company's common stock pursuant to the terms of the 10b5-1 Plan, in each case from March 2024 through August 2024. Mr. Bruen’s prior 10b5-1 Plan expired by its terms in February 2024. | |
Name | Michael Bruen | |
Title | Chief Operating Officer and Director | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | November 21, 2023 | |
Arrangement Duration | 153 days | |
Officer Trading Arrangement [Member] | Michael Bruen [Member] | ||
Trading Arrangements, by Individual | ||
Aggregate Available | 30,000 | 30,000 |
Michael Bruen, Gift Common Stock [Member] | Michael Bruen [Member] | ||
Trading Arrangements, by Individual | ||
Aggregate Available | 10,000 | 10,000 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Emerging Growth Company | Emerging Growth Company |
Revenue Recognition | Revenue Recognition As discussed in Note 1, the Company provides a variety of engineering and related professional services to customers located throughout the United States. The Company enters into agreements with clients that create enforceable rights and obligations and for which it is probable that the Company will collect the consideration to which it will be entitled as services transfer to the customer. It is customary practice for the Company to have written agreements with its customers and revenue on oral or implied arrangements is generally not recognized. The Company recognizes revenue based on the consideration specified in the applicable agreement. Excluded from the transaction price are amounts collected on behalf of third parties for sales and similar taxes. Long-term contracts typically contain billing terms that provide for invoicing once a month and payment on a net 30-day basis. Exceptions to monthly billing terms are to ensure that the Company performs satisfactorily rather than representing a significant financing component. For example, fixed price contracts may provide for milestone billings based upon the attainment of specific project objectives to ensure the Company meets its contractual requirements rather than having billing monthly. Additionally, contracts may include retentions or holdbacks paid at the end of a project to ensure that Company meets the contract requirements. The Company does not assess whether a contract contains a significant financing component if the Company expects, at contract inception, that the period between payment by the customer and the transfer of promised services to the customer will be less than one year. As a professional services engineering firm, 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 since costs incurred (an input method) represents a reasonable measure of progress towards the satisfaction of a performance obligation in order to estimate the portion of revenue earned. This method faithfully depicts the transfer of value to the customer when the Company is satisfying a performance obligation that entails a number of interrelated tasks or activities for a combined output that requires the Company to coordinate the work of employees and sub-consultants. Contract costs typically include direct labor, subcontract and consultant costs, materials and indirect costs related to contract performance. Changes in estimated costs to complete these obligations result in adjustments to revenue on a cumulative catch-up basis, which causes the effect of revised estimates to be recognized in the current period. Changes in estimates can routinely occur over the contract term for a variety of reasons including, changes in scope, unanticipated costs, delays or favorable or unfavorable progress than original expectations. In situations where the estimated costs to perform exceeds the consideration to be received, the Company accrues the entire estimated loss during the period the loss becomes known. When a performance obligation is billed using a time-and-material type contract, the Company measures its progress to complete based upon the hours incurred for the period times contractually agreed upon billing rates plus any materials delivered or consumed in the project. When applicable, the Company will recognize revenue under these contracts as invoiced under the practical expedient. In certain situations, it is possible that two or more contracts should be combined and accounted for as a single contract, or a single contract should be accounted for as multiple performance obligations. This requires significant judgment and could impact the amount and timing of revenue recognition. Such determinations are made using management’s best estimate and knowledge of contracts and related performance obligations. The Company’s contracts may contain variable consideration in the form of unpriced or pending change orders or claims that either increase or decrease the contract price. Variable consideration is generally estimated using the expected value method but may from time to time be estimated using the most likely amount method depending on the circumstance. Estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur or when the uncertainty associated with the variable consideration is resolved. Estimates of variable consideration are based upon historical experience and known trends. The Company recognizes claims against vendors, sub-consultants, and others as a reduction in costs when the contract establishes enforceability, and the amounts of recovery are reasonably estimable and probable. Reduction in costs are recognized at the lesser of the amount management expects to recover or costs incurred. Contract related assets and liabilities are classified as current assets and current liabilities. Significant balance sheet accounts related to the revenue cycle are as follows: Accounts receivables, net: Accounts receivable, net (contract receivables) includes amounts billed under the contract terms. The amounts are stated at their net realizable value. The Company maintains an allowance for doubtful accounts to provide for the estimated number of receivables that will not be collected. The Company considers several factors in its estimated expected credit losses including the related ages of past due receivables, including knowledge of a client’s financial condition, its historical collection experience, and other factors relevant to assessing the collectability of such receivables. No single client accounted for more than 10% of the Company's outstanding receivables at December 31, 2023 and 2022. Contract Assets: Contract Assets are recorded when progress to completion revenue earned on contracts exceeds amounts billed under the contract. It may also include contract retainages that can be billed once contract stipulations are satisfied. Contract Liabilities: Contract Liabilities are recorded when amounts billed under a contract exceeds the progress to completion revenue earned under the contract. |
Cash and Cash Equivalent | Cash and Cash Equivalent The Company considers cash on deposit and all highly liquid investments with original maturities of three months or less when purchased to be cash and cash equivalents. Cash consists primarily of cash in accounts held at a financial institution. Certain of these accounts are designated as zero balance accounts wherein the balance is swept out nightly to reduce the Company’s line of credit balance, if any. |
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. |
Allowance for Doubtful Accounts and Expected Credit Losses | Allowance for Doubtful Accounts and Expected Credit Losses The Company records accounts receivable net of an allowance for doubtful accounts. The allowance is determined based upon management’s review of the estimated collectability of the specific accounts receivable, client type, client credit worthiness, plus a general provision based upon the historical loss experience and existing economic conditions. The Company charges off uncollectible amounts against the allowance for doubtful accounts once management determines the amount, or a portion thereof, to be worthless. Upon determination that a specific receivable is uncollectible, the receivable is written off against the allowance for expected credit losses. As of December 31, 2023 and 2022, the balance in the allowance for expected credit losses was $2.2 million an d $2.2 million, respectively. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost. Improvements and replacements of property and equipment are capitalized. Maintenance and repairs that do not improve or extend the lives of property and equipment are charged to expense as incurred. Upon the sale or retirement of property and equipment, the cost and related accumulated depreciation are removed from the respective accounts and any gain or loss is reported in the combined statements of operations. Depreciation is provided for using the straight-line method over the estimated useful lives as follows for the major classes of assets: Computer equipment 3 to 5 years Survey equipment 2 to 5 years Vehicles 5 years Furniture and fixtures 7 years Software 3 to 5 years Leasehold improvements the lesser of useful life or term of lease For the years ended December 31, 2023 and 2022, the Company recognize d a $0.4 million a nd a $0.1 million gain, respectively, from the disposal of certain pieces of property and equipment in connection with sale-leaseback transactions. This amount is recorded within gain on sale on the accompanying consolidated financial statements. |
Pension and Post-retirement | Pension and Post-retirement Accounting and reporting for the Company's defined benefit plans requires the use of assumptions. These assumptions are reviewed annually based on reviews of current plan information and consultation with the Company's independent actuary. If these assumptions differ materially from actual results, the Company's obligations under the defined benefit plans could also differ materially, potentially requiring the Company to record an additional liability. The Company's defined benefit plan liabilities are developed from actuarial valuations, which are performed every year. We use a corridor approach to amortize actuarial gains and losses, with any excess amortized over the average remaining future working lifetime of the plan participants. |
Leases | Leases The Company enters into contractual arrangements primarily for the use of real estate facilities, information technology equipment, vehicles, and certain other equipment. These arrangements contain a lease when the Company controls the underlying asset and has the right to obtain substantially all of the economic benefits or outputs from the asset. The Company has variable leases, short term leases, operating leases, and finance leases. The Company accounts for leases in accordance with ASC 842, Leases ("ASC 842") . ASC 842 requires lessees to recognize assets and liabilities for most leases. The Company determines if an arrangement is a lease at contract inception. A lease exists when a contract conveys to the customer the right to control the use of an identified asset for a period of time in exchange for consideration. The definition of a lease embodies two conditions: (1) there is an identified asset in the contract, and (2) the customer has the right to control the use of the identified asset. Lessees are required to classify leases as either finance or operating leases. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. The Company has elected the “Package of three” practical expedients as outlined in ASC 842-10-65-1f which permits the Company not to reassess whether existing or expired contracts are or contain leases, the classification of leases or whether any initial direct costs previously capitalized continue to qualify for capitalization. The Company has elected to adopt the practical expedient not to separate non-lease components from the related lease components and to account for them as a single component. However, multiple lease components within a contract will still be accounted for separately. This expedient has been elected for all classes of underlying assets. The Company has elected the practical expedient to apply the lease recognition guidance for short-term leases defined as twelve months or less. Operating lease arrangements may contain options to extend the lease term or for early termination. The Company accounts for these options when it is reasonably certain they will be exercised. Right-of-use assets are evaluated for impairment in a manner consistent with the treatment of other long-lived assets. Operating lease expense is recognized on a straight-line basis over the lease term and is recorded primarily within selling, general, and administrative expenses on the consolidated income statements. The Company records a right-of-use asset and lease liability as of the lease commencement date equal to the present value of the remaining lease payments for its operating and finance leases. Most leases do not provide an implicit rate that can be readily determined. Therefore, the discount rate used is based on the Company’s incremental borrowing rate, which is determined using the Company’s credit rating and information available as of the commencement date. The right-of-use asset is then adjusted for initial direct costs and certain lease incentives included in the contractual arrangement. |
Business Combinations | Business Combinations Business combinations are accounted for under the acquisition method of accounting, which requires recognition separately from goodwill, the assets acquired, and the liabilities assumed at their acquisition date fair values. While best estimates and assumptions are used to calculate the fair value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, when applicable, the estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, adjustments that are based on new information obtained about facts and circumstances that existed as of the acquisition date are recorded to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the final determination of the values of assets acquired or liabilities assumed, any subsequent adjustments are recognized in the consolidated income statements. For any equity consideration in a business combination, the Company has valued the equity utilizing the average (mean) closing price of the Company’s common stock on Nasdaq for the twenty (20) trading days prior to closing date, weighted for volume of each trading day. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The purchase price of an acquired business is allocated to the tangible assets and separately identifiable intangible assets acquired, less liabilities assumed, based upon their respective fair values with any excess purchase price over such fair values being recorded as goodwill. Goodwill and intangible assets acquired in a business combination and determined to have indefinite useful life are not amortized, but instead are reviewed for impairment annually, or more frequently if impairment indicators arise. Intangible assets with estimable useful lives are amortized over such lives and reviewed for impairment if indicators are present. The Company performs its annual impairment assessment October 1st of each year. As its business is highly integrated and its components have similar economic characteristics, the Company has concluded it has one reporting unit at the combined entity level. The Company does not amortize goodwill, but rather evaluates goodwill for potential impairment on an annual basis or at other times during the year if indicators of impairment exist. The Company evaluates goodwill for potential impairment by comparing the carrying value of the reporting unit to its fair value. When the Company evaluates goodwill for potential impairment, generally, the Company first performs a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If the Company determines qualitatively that it is more likely than not that the fair value of a reporting unit is less than its carrying value, or if the Company decides to bypass the qualitative assessment, the Company performs a quantitative analysis. The quantitative analysis is used to identify both the existence of impairment and the amount of the impairment loss by comparing the estimated fair value of a reporting unit to its carrying value, including goodwill. The estimated fair value is based on forward-looking estimates of performance and cash flows of the reporting unit, which are based on historical operating results, adjusted for current and expected future market conditions, as well as various internal projections and external sources. If the carrying value of the reporting unit exceeds its estimated fair value, an impairment loss would be recognized in the Company's consolidated income statements in an amount equal to the excess of the carrying value over the estimated fair value, limited to the total amount of goodwill. The Company performed an impairment analysis for the years ended December 31, 2023 and 2022 and concluded that the fair value of the reporting unit was in excess of its carrying amount, and as such, no impairment was required. Definite-lived intangible assets that were acquired through asset acquisitions or business combinations include customer relationships, contract rights, and favorable leaseholds. These intangible assets are amortized over their estimated useful lives ranging from two The Company is required to review long-lived assets and definite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset might not be recoverable. Recoverability of assets held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered impaired, the impairment recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. We report assets to be disposed of at the lower of the carrying amount or fair value, less cost to sell. There were no impairment indicators of long-lived assets or definite lived intangibles for the years ended December 31, 2023 and 2022. |
Stock-based Compensation | Stock-based Compensation Shares originating from the granting of restricted stock bonus awards, stock options and the sale of stock to employees at prices below fair value are subject to Accounting Standards Codification Topic 718, Compensation – Stock Compensation (“ASC Topic 718”) from the date of issuance until retirement. For ASC Topic 718 stock-based awards classified as permanent equity, the Company generally recognizes non-cash compensation expense on a ratable basis over the applicable service period based on the award date fair value. The Company has elected to use the Black-Scholes-Merton option-pricing model to determine the grant date fair value of stock options. The Company accounts for forfeitures when they occur. |
Non-recourse Notes Treated as Substantive Options | Non-recourse Notes Treated as Substantive Options Certain stock subscription notes receivable of the Company are non-recourse. As such, these notes are substantive options under ASC Topic 718 subject to the Black-Scholes-Merton method of computing compensation cost. The option strike price is calculated as the purchase price of the shares plus the estimated interest per share expected to be collected during the term of the note. Because at any time the notes may be pre-paid, the Company recognizes the total calculated compensation cost at the time of issuance. Pursuant to the terms of the notes, the Company collects payments through payroll deductions. The Company considers the payments to be periodic exercises of the options. The Company accounts for stock purchases through exercise in accordance with ASC Topic 718. No note receivable exists for these non-recourse notes. |
Fair Value Measurements | Fair Value Measurements Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures (“ASC Topic 820”) provides the framework for measuring and reporting financial assets and liabilities at fair value. ASC Topic 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. 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 December 31, 2023 and 2022: • 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 3 fair value inputs. Fair value measurements relating to our business combinations are made primarily using Level 3 inputs including discounted cash flow and to the extent applicable, Monte Carlo simulation techniques. Fair value for the identified intangible assets is generally estimated using inputs primarily for the income approach using the multiple period excess earnings method. The significant assumptions used in estimating fair value include (i) revenue projections of the business, including profitability, (ii) attrition rates and (iii) the estimated discount rate that reflects the level of risk associated with receiving future cash flows. Other personal property assets, such as property, plant and equipment, are valued using the cost approach, which is based on replacement or reproduction costs of the asset less depreciation. The fair value of the contingent consideration is estimated using published treasury rates in the Wall St. Journal and discounting the present value along with other significant assumptions which include projections of revenue, and probabilities of meeting those projections, as well as Monte Carlo simulation techniques. |
Advertising Expense | Advertising Expense The Company expenses the cost of advertising as incurred. Advertising expense wa s $0.2 million a nd $0.2 million for the years ended December 31, 2023 and 2022, 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. 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 years ended December 31, 2023 and 2022 was (2.7)% and (195.4)%. 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 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 2020 and thereafter 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 |
Recently Issued Accounting Guidance | Recently Issued Accounting Guidance Accounting guidance recently adopted 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 has been applied using a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of the effective date. The Company adopted the new guidance starting January 1, 2023. The impact of this ASU is reflected in the consolidated financial statements and was not material. Accounting guidance not yet adopted In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, Improvements to Reportable Segment Disclosures , which requires disclosure of significant segment expenses and other segment items in annual and interim periods. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective application to all prior periods presented in the financial statements. We are currently evaluating the impacts of the new standard. In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures , which requires disaggregated information about an entity’s effective tax rate reconciliation as well as information on income taxes paid. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, and should be applied prospectively. Retrospective application is permitted. We are currently evaluating the impacts of the new standard. The Company does not believe that any recently issued standards other than those noted above as material would have a material effect on its consolidated financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Property, Plant and Equipment Useful Lives | Depreciation is provided for using the straight-line method over the estimated useful lives as follows for the major classes of assets: Computer equipment 3 to 5 years Survey equipment 2 to 5 years Vehicles 5 years Furniture and fixtures 7 years Software 3 to 5 years Leasehold improvements the lesser of useful life or term of lease |
Schedule of Changes in Liabilities Measured at Fair Value on a Recurring Basis | The following is a summary of change in contingent consideration: For the Year Ended For the Year Ended (in thousands) December 31, 2023 December 31, 2022 Balance at beginning of period $ 487 $ 14 Fair value of contingent consideration issuances 10,379 487 Change in fair value of contingent consideration (299) 437 Settlement of contingent consideration – (451) Balance at end of period $ 10,567 $ 487 |
(Loss) Earnings Per Share and_2
(Loss) Earnings Per Share and Certain Related Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 years ended December 31, 2023 and 2022 (in thousands, except share data): For the Year Ended December 31, 2023 2022 Numerator Net (loss) income $ (6,624) $ 5,005 Earnings allocated to non-vested shares – 783 Subtotal $ (6,624) $ 4,222 Denominator Weighted average common shares outstanding 12,490,914 10,887,620 Effect of dilutive nominal options – – Effect of dilutive contingently earned shares – 796,138 Dilutive average shares outstanding 12,490,914 11,683,758 Basic (loss) earnings per share $ (0.53) $ 0.39 Dilutive (loss) earnings per share $ (0.53) $ 0.37 |
Summary of Repurchase Activity | The following tables summarizes repurchase activity under the 2022 Repurchase Authorization through December 31, 2023. There has been no repurchases of common stock under the 2023 Repurchase Authorization as of December 31, 2023. Amount Authorized (2022 Repurchase Authorization) Average Price Per Share 1 Total Shares Held in Treasury Shares Repurchased $ 10,000,000 $ 25.96 28,704 28,704 1 Includes commissions paid and calculated at the average price per share |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Summary of Preliminary Purchase Price Allocation at Fair Value | The purchase price allocations at fair value, for 2023 and 2022 acquisitions as of December 31, 2023 and 2022 are presented below: (in thousands) 2023 2022 Assets: Accounts Receivable, net $ 10,112 $ 12,427 Contract assets 6,334 2,253 Prepaid and other current assets 361 595 Property and equipment, net 1,952 2,068 Operating lease, right-of-use assets 7,078 96 Goodwill 43,512 25,225 Other intangible assets 27,361 19,626 Other assets - non-current 44 – Total assets acquired: $ 96,754 $ 62,290 Liabilities: Accounts payable and accrued liabilities, current portion $ 3,258 $ 6,182 Contract liabilities 4,891 2,906 Other non-current obligations 23,920 18,475 Operating lease obligation, less current portion 7,078 – Finance lease obligation, less current portion – 304 Pension and post-retirement obligation, less current portion – 5,782 Deferred tax liability 5,787 – Total liabilities assumed: $ 44,934 $ 33,649 Net assets acquired: $ 51,820 $ 28,641 Cash flow reconciling items: Issuance of common stock as partial consideration (26,133) (10,606) Cash paid for acquisitions, net of cash acquired $ 25,687 $ 18,035 The following table summarizes the preliminary purchase price allocation at fair value for identifiable intangible assets acquired in 2023 and 2022: 2023 Weighted-Average Life 2022 Weighted-Average Life Customer relationships $ 20,050 10.45 $ 14,177 12.90 Contract rights 6,980 1.18 4,448 2.28 Favorable leaseholds 331 7.76 27 1.42 Licensing rights $ – $ 974 Indefinite Total $ 27,361 $ 19,626 |
Summary of Results of Operations of Businesses Acquired From Their Respective Dates of Acquisitions | The following table presents the results of operations of companies acquired during 2023 from their respective dates of acquisition for the year ended December 31, 2023 (in thousands): For the Year Ended December 31, 2023 Gross Contract Revenue 1 $ 32,271 Pre-tax Net Income 3 $ 6,651 1 Gross contract revenue includes adjustments as required by ASC 606, Revenue from Contracts with Customers based on opening balance sheet provided by the acquired companies. There is no assurance these adjustments will be consistent in future periods. Opening balance sheet balances are subject to adjustment prior to being finalized. 3 |
Summary of Unaudited Proforma Results | The following table presents the unaudited, pro forma consolidated results of operations for the year ended December 31, 2023 and December 31, 2022 assuming that the companies acquired in 2023, described above, occurred on January 1, 2022. The 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 Year Ended December 31, 2023 December 31, 2022 Gross Contract Revenue 2 $ 386,220 $ 324,907 Pre-tax Net Income $ 1,053 $ 4,427 2 Gross contract revenue in these pro forma financials does not conform to GAAP as required by ASC 606, Revenue from Contract with Customers, as it is impracticable to obtain the historical information necessary to apply this accounting standard. The historical estimates required to be able to accurately determine the percent complete accounting on the contracts that comprise the revenue is not available for the required periods. |
Disaggregation of Revenue and_2
Disaggregation of Revenue and Contract Balances (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Disaggregation of Revenue [Abstract] | |
Summary of Disaggregated Revenues By Type | Disaggregated revenues by contract type were as follows (in thousands): For the Twelve Months Ended December 31, 2023 2022 Fixed fee $ 309,703 89.4 % $ 245,685 93.9 % Time-and materials 36,553 10.6 % 16,029 6.1 % Gross contract revenue $ 346,256 100.0 % $ 261,714 100.0 % |
Contracts in Progress (Tables)
Contracts in Progress (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [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): December 31, 2023 December 31, 2022 Costs incurred on uncompleted contracts $ 359,509 $ 279,173 Estimated contract earnings in excess of costs 541,851 398,791 Estimated contract earnings to date 901,360 677,964 Less: billed to date (875,321) (668,013) Net contract assets $ 26,039 $ 9,951 |
Notes Receivable (Tables)
Notes Receivable (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Summary of Notes Receivable | The following is a summary of these notes receivable (in thousands): December 31, 2023 December 31, 2022 Officers, employees and affiliated entities - Interest accrues annually at rates ranging from 0.0% - 5.5%. The notes receivable mature through January 2026. $ 2,318 $ 2,433 Unrelated third party - Currently no interest is being accrued on this note. The note receivable matures in December 2025. 1 903 903 Total: 3,221 3,336 Less: current portion Officers, employees and affiliates (1,199) (1,016) Noncurrent portion $ 2,022 $ 2,320 1 Notes initiated prior to the Company's initial public offering. |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment for Fixed and Financed Assets | Property and equipment for fixed assets are as follows (in thousands): December 31, 2023 December 31, 2022 Computer equipment $ 2,321 $ 2,101 Survey equipment 5,711 5,088 Vehicles 2,127 1,032 Furniture and fixtures 2,498 2,398 Leasehold improvements 8,870 7,727 Software 389 316 Fixed assets pending lease financing 1 960 181 Total: 22,876 18,843 Less: accumulated depreciation (14,818) (12,319) Property and Equipment, net of finance lease assets $ 8,058 $ 6,524 1 assets acquired which will be re-financed under the Company's finance lease facilities Property and equipment for finance leased assets are as follows (in thousands): December 31, 2023 December 31, 2022 Equipment $ 20,435 $ 16,256 Vehicles 8,540 6,787 Total: 28,975 23,043 Less: accumulated amortization on leased assets (9,432) (4,463) Finance lease assets, net $ 19,543 $ 18,580 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 December 31, 2023 (in thousands): Goodwill Balance as of December 31, 2022 $ 53,210 2023 Acquisitions - additions 40,785 2023 Acquisitions - adjustments 2,726 2022 Acquisitions - adjustments (328) Balance as of December 31, 2023 $ 96,393 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Intangible Assets [Abstract] | |
Summary of Total Intangible Assets | Total intangible assets consisted of the following at December 31, 2023 and December 31, 2022 (in thousands): December 31, 2023 December 31, 2022 Gross Amount Accumulated Amortization Net Balance Gross Amount Accumulated Amortization Net Balance Customer relationships $ 43,644 $ (5,643) $ 38,001 $ 23,595 $ (2,330) $ 21,265 Contract rights 14,261 (8,036) 6,225 7,281 (2,416) 4,865 Favorable leaseholds 518 (105) 413 187 (48) 139 Domain name 281 – 281 281 – 281 Licensing rights 1,374 – 1,374 1,400 – 1,400 Total $ 60,078 $ (13,784) $ 46,294 $ 32,744 $ (4,794) $ 27,950 |
Summary of Weighted Average Useful Lives of Intangible Assets by Asset Class Used for Straight-line Expense Purposes | The following table summarizes the total weighted average useful lives of intangible assets by asset class used for expense purposes: December 31, 2023 December 31, 2022 Customer relationships 11.27 11.97 Contract rights 1.84 2.47 Leases 7.86 8.05 |
Summary of Future Amortization | Future amortization is as follows for the years ending December 31 (in thousands): Year ending December 31, 2024 $ 10,103 2025 5,002 2026 4,411 2027 4,319 2028 4,302 Thereafter 16,502 Total $ 44,639 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Instruments [Abstract] | |
Schedule of Notes Payable | Notes payable consist of the following (in thousands): December 31, 2023 December 31, 2022 Related parties: 1 Shareholders and Owners of Acquired Entities - Interest accrues annually at rates ranging from 3.25% - 11.00%. The notes payable mature on various dates through December 2026. $ 21,663 $ 19,649 Convertible Notes Payable - Interest accrues annually at rates ranging from 4.75% - 8.00% annually. The convertible notes payable mature on various dates through September 2027. 6,631 6,675 Unrelated third parties: Note payable for purchase of software and vehicles 130 55 Note payable for purchase of intangible asset – 50 Fixed lines of credit - see note 11 344 773 Discounts on notes payable issued as consideration in acquisitions: 1 Shareholders and Owners of acquired entities (1,041) (758) Total 27,727 26,444 Less: current portion (13,989) (10,168) Noncurrent portion $ 13,738 $ 16,276 |
Schedule of Future Principal Payments on Notes Payable | Future principal payments on notes payable are as follows for the years ending December 31 (in thousands): 2024 $ 14,672 2025 8,761 2026 4,311 2027 1,024 2028 – Total $ 28,768 |
Pension and Post-retirement B_2
Pension and Post-retirement Benefit Obligations (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Postemployment Benefits [Abstract] | |
Schedule of Benefit Obligation in Excess of Plan Assets | The following tables provide reconciliations of the changes in the Plans’ benefit obligations as of December 31, 2023 and 2022: (Amounts in thousands) December 31, 2023 December 31, 2022 Change in benefit obligation Benefit obligation at beginning of year $ 5,087 $ – Acquired benefit obligations – 5,782 Service cost 41 34 Interest cost 273 165 Direct benefit payments (303) (117) Actuarial gain (52) (777) Benefit obligation at end of year $ 5,046 $ 5,087 |
Schedule of Amounts Recognized in Balance Sheet | The following table sets forth the amounts recognized in the consolidated balance sheets as of December 31, 2023 and 2022: (Amounts in thousands) December 31, 2023 December 31, 2022 Amount recognized in the consolidated balance sheets: Accounts payable and accrued liabilities, current portion $ (392) $ (239) Post-retirement obligation, less current portion (4,654) (4,848) Net amount recognized in the balance sheet $ (5,046) $ (5,087) |
Schedule of Accumulated and Projected Benefit Obligations | The following table provides additional information for pension plans with accumulated benefit obligations in excess of plan assets as of December 31, 2023 and 2022: (Amounts in thousands) December 31, 2023 December 31, 2022 Projected benefit obligation $ 1,103 $ 1,175 Accumulated benefit obligation 1,103 1,175 Fair value of plan assets – – |
Schedule of Expected Benefit Payments | The following table provides the expected future benefit payments: Year Ending December 31, (Amounts in thousands) 2024 $ 392 2025 265 2026 258 2027 280 2028 287 Thereafter 1,549 |
Defined Benefit Plan, Assumptions | The following are the underlying assumptions for the pension plans as of December 31, 2023 and 2022: December 31, 2023 December 31, 2022 Weighted-average assumptions to determine benefit obligations: Discount rate 5.30 % 5.51 % Weighted-average assumptions to determine service cost: Discount rate 5.48 % 4.53 % Weighted-average assumptions to determine interest on service cost: Discount rate 5.55 % 4.58 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Summary of Provision for Income Taxes | The provision (benefit) for income taxes consisted of the following (in thousands): December 31, December 31, Current expense (benefit): Federal $ 20,694 $ 9,655 State 5,001 4,844 Foreign 24 12 Total 25,719 14,511 Deferred expense (benefit): Federal (21,454) (14,073) State (4,088) (3,707) Total (25,542) (17,780) Provision (benefit) for income taxes $ 177 $ (3,269) |
Schedule of Components of Deferred Tax Assets and Deferred Tax Liabilities | The Company measures deferred tax assets and liabilities based on the difference between the financial statement and tax bases of assets and liabilities at the applicable tax rates. Components of the Company’s deferred tax asset and liability are as follows (in thousands): December 31, December 31, Deferred tax assets: Lease liabilities $ 12,119 $ 9,587 Bad debt reserve 608 593 Accrued employee related expenses 1,029 901 Capitalized research and development costs 37,957 18,670 Restricted stock units 3,052 1,701 Performance stock units 1,738 672 Acquisition related transaction costs 890 392 Intangible asset amortization – 680 Other 2 2 57,395 33,198 Deferred tax liabilities: Fixed asset depreciation (4,833) (5,286) Lease assets (10,387) (7,733) Intangible asset amortization (1,775) – Prepaid expenses (1,102) (622) Section 481(a) adjustment (3,343) (4,229) Goodwill amortization (2,175) (1,569) (23,615) (19,439) Net deferred tax assets (liabilities) $ 33,780 $ 13,759 |
Schedule of Reconciliation of Income Tax Expense | Income tax expense (benefit) differed from the amounts computed by applying the federal statutory income tax rate of 21% to pretax income due to the following adjustments (in thousands): December 31, December 31, Statutory rate $ (1,354) $ 351 State income taxes, net of federal benefit (138) 225 Section 162(m) compensation differences 1,381 773 Other permanent differences 269 107 Stock compensation (1,770) (1,348) Foreign taxes 24 12 Other – 1 Research & development credit (3,098) (3,664) Uncertain tax positions 4,863 274 Provision (benefit) for income tax $ 177 $ (3,269) |
Reconciliation of Beginning Balance and Ending Amounts of Unrecognized Tax Benefits | A reconciliation of the beginning balance and ending amounts of unrecognized tax benefits (excluding interest and penalties) is as follows for the year ended December 31, 2023, and 2022 (in thousands): 2023 2022 Balances at January 1 $ 716 $ 2,269 Additions based on tax positions related to the prior year 14,485 396 Decreases based on tax positions related to prior year – (1,960) Additions based on tax positions related to the current year 23,698 153 Settlements – (142) Balances at December 31 $ 38,899 $ 716 |
Employee Stock Purchase and S_2
Employee Stock Purchase and Stock Incentive Plans (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Issuance Activity Under Employee Stock Purchase Plan | The following table summarizes the stock issuance activity under the Employee Stock Purchase Plan for the year ended December 31, 2023 (in thousands, except share data): December 31, 2023 Purchase price paid for shares sold $ 1,547 Number of shares sold 61,948 |
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 Weighted Outstanding at January 1, 2022 14,927 $ 5.99 Granted – – Exercised (4,897) 5.97 Expired or cancelled – – Outstanding at December 31, 2022 10,030 $ 5.99 Granted – – Exercised (4,897) 5.97 Expired or cancelled – – Outstanding at December 31, 2023 5,133 $ 6.02 The following summarizes information about options outstanding and exercisable at December 31, 2023 and December 31, 2022: Options Outstanding and Exercisable Exercise Total Weighted Weighted Total December 31, 2022 $ 6.28 10,030 5.0 $ 5.99 10,030 December 31, 2023 $ 6.28 5,133 5.0 $ 6.02 5,133 |
Summary of Activity of Restricted Shares Subject to Forfeiture | The following table summarizes the activity of restricted shares subject to forfeiture: Number of Weighted Outstanding at January 1, 2022 2,218,283 13.74 Granted 456,418 16.47 Vested (824,678) 13.92 Cancelled (12,714) 15.10 Outstanding at December 31, 2022 1,837,309 14.33 Granted 734,042 28.91 Vested (816,837) 12.54 Cancelled (34,895) 20.71 Outstanding at December 31, 2023 1,719,619 18.78 |
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, 2023 447,429 12.95 Granted 245,710 22.94 Vested – – Cancelled – – Outstanding at December 31, 2023 693,139 16.49 |
Summary of Future Expense of Unvested Awards | The future expense of the unvested awards by year is as follows (in thousands): 2024 $ 16,727 2025 7,947 2026 1,191 2027 21 2028 – Total $ 25,886 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Supplemental Balance Sheet Information | The following tables present our operating and finance leases as of December 31, 2023, and 2022: (Amounts in thousands) Balance Sheet Classification December 31, 2023 December 31, 2022 Assets: Operating lease assets Operating lease, right-of-use assets $ 40,743 $ 30,264 Finance lease assets Property and equipment, net 19,543 18,580 Total lease assets $ 60,286 $ 48,844 Liabilities: Current: Operating lease liabilities Operating lease obligation, current portion $ (9,016) $ (6,949) Finance lease liabilities Finance lease obligation, current portion (6,586) (5,297) Total current lease liabilities $ (15,602) $ (12,246) Non-current: Operating lease liabilities Operating lease obligation, less current portion $ (37,660) $ (28,087) Finance lease liabilities Finance lease obligation, less current portion (14,408) (14,254) Total non-current lease liabilities $ (52,068) $ (42,341) |
Schedule of Selected Financial Information | The following tables present selected financial information for the year ended December 31, 2023, and 2022: (Amounts in thousands) December 31, 2023 December 31, 2022 Operating lease cost Amortization of right-of-use assets $ 11,192 $ 8,137 Short-term and variable lease cost 9 325 Finance lease cost: Amortization of right-of-use assets 7,262 6,756 Interest on lease liabilities 1,464 1,247 Sublease income (75) – Total lease cost $ 19,852 $ 16,465 (Amounts in thousands) December 31, 2023 December 31, 2022 Cash paid for amounts included in the measurements of lease liabilities: Operating cash flows from operating leases $ 18,560 $ 105 Operating cash flows from finance leases 1,462 - Financing cash flows from finance leases 6,782 6,027 Right-of-use assets obtained in exchange for new operating leases 19,030 30,133 Right-of-use assets obtained in exchange for new finance leases 8,245 829 December 31, 2023 December 31, 2022 Weighted average remaining lease term (in years): Operating leases 5.28 5.62 Finance leases 2.73 3.28 Weighted average discount rates: Operating leases 7.1 % 7.1 % Finance leases 7.4 % 7.4 % |
Summary of Future Minimum Lease Payments | Future minimum commitments under leases for the succeeding years are as follows (in thousands): (Amounts in thousands) Year ending December 31, Operating Lease Finance Lease 2023 $ 11,694 $ 7,868 2024 10,999 7,529 2025 9,415 4,088 2026 8,318 941 2027 7,533 – Thereafter 8,117 – Total lease payments $ 56,076 $ 20,426 Less: Amounts representing interest $ (9,600) $ (2,420) Total lease liabilities $ 46,476 $ 18,006 |
Summary of Future Minimum Lease Payments | Future minimum commitments under leases for the succeeding years are as follows (in thousands): (Amounts in thousands) Year ending December 31, Operating Lease Finance Lease 2023 $ 11,694 $ 7,868 2024 10,999 7,529 2025 9,415 4,088 2026 8,318 941 2027 7,533 – Thereafter 8,117 – Total lease payments $ 56,076 $ 20,426 Less: Amounts representing interest $ (9,600) $ (2,420) Total lease liabilities $ 46,476 $ 18,006 |
Nature of Business and Basis _2
Nature of Business and Basis of Presentation (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Mar. 02, 2022 USD ($) shares | Feb. 28, 2022 USD ($) $ / shares shares | Feb. 11, 2022 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) office | Dec. 31, 2022 USD ($) | |
Nature Of Business And Basis Of Presentation [Line Items] | |||||
Number of shares issued and sold (in shares) | shares | 157,500 | ||||
Shares price per share (in dollars per share) | $ / shares | $ 16 | ||||
Proceeds from issuance of common stock | $ | $ 2,500 | $ 1,576 | $ 1,471 | ||
United States | |||||
Nature Of Business And Basis Of Presentation [Line Items] | |||||
Number of offices | office | 95 | ||||
Mexico | |||||
Nature Of Business And Basis Of Presentation [Line Items] | |||||
Number of offices | office | 1 | ||||
Common Stock Offering | |||||
Nature Of Business And Basis Of Presentation [Line Items] | |||||
Number of shares issued and sold (in shares) | shares | 900,000 | ||||
Shares price per share (in dollars per share) | $ / shares | $ 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 (in shares) | shares | 150,000 | ||||
Over-Allotment Option | |||||
Nature Of Business And Basis Of Presentation [Line Items] | |||||
Number of shares issued and sold (in shares) | shares | 1,057,500 | ||||
Net proceeds from sale of common stock | $ | $ 2,400 | ||||
Proceeds from issuance of common stock | $ | $ 16,900 |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | |
Dec. 31, 2023 USD ($) reportingUnit segment tradingDay | Dec. 31, 2022 USD ($) | |
Accounting Policies [Line Items] | ||
Long-term contracts payment term | 30 days | |
Allowance for doubtful debts on accounts payable current | $ 2,200,000 | $ 2,200,000 |
Business combination, equity valuation, trading days prior to closing date | tradingDay | 20 | |
Number of reporting unit | reportingUnit | 1 | |
Goodwill and intangible assets impairment | $ 0 | 0 |
Impairment of long-lived assets | 0 | 0 |
Advertising expenses | $ 200,000 | $ 200,000 |
Effective tax rate | (2.70%) | (195.40%) |
Number of operating segment | segment | 1 | |
Minimum | ||
Accounting Policies [Line Items] | ||
Estimated useful life | 2 years | |
Maximum | ||
Accounting Policies [Line Items] | ||
Estimated useful life | 13 years | |
Gain On Sale | ||
Accounting Policies [Line Items] | ||
Gain loss on sale and leaseback transactions | $ 400,000 | $ 100,000 |
Significant Accounting Polici_5
Significant Accounting Policies - Summary of Property, Plant and Equipment Useful Lives (Details) | Dec. 31, 2023 |
Computer equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 3 years |
Computer equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 5 years |
Survey equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 2 years |
Survey equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 5 years |
Vehicles | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 5 years |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 7 years |
Software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 3 years |
Software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 5 years |
Significant Accounting Polici_6
Significant Accounting Policies - Schedule of Changes in Liabilities Measured at Fair Value on a Recurring Basis (Details) - Contingent Consideration - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning of period | $ 487 | $ 14 |
Fair value of contingent consideration issuances | 10,379 | 487 |
Change in fair value of contingent consideration | (299) | 437 |
Settlement of contingent consideration | 0 | (451) |
Balance at end of period | $ 10,567 | $ 487 |
(Loss) Earnings Per Share and_3
(Loss) Earnings Per Share and Certain Related Information - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Nov. 17, 2023 | Nov. 10, 2022 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Non-vested restricted shares (in shares) | 1,796,615 | 2,004,944 | ||
Substantive options shares (in shares) | 7,900 | 12,830 | ||
Authorized amount remaining | $ 10,000,000 | |||
2022 Repurchase Authorization | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Amount authorized | $ 10,000,000 | |||
2023 Repurchase Authorization | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Amount authorized | $ 10,000,000 |
(Loss) Earnings Per Share and_4
(Loss) Earnings Per Share and Certain Related Information - 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 | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Numerator | ||
Net (loss) income | $ (6,624) | $ 5,005 |
Earnings allocated to non-vested shares | 0 | 783 |
Subtotal | $ (6,624) | $ 4,222 |
Denominator | ||
Weighted average common shares outstanding (in shares) | 12,490,914 | 10,887,620 |
Effect of dilutive nominal options (in shares) | 0 | 0 |
Effect of dilutive contingently earned shares (in shares) | 0 | 796,138 |
Dilutive average shares outstanding (in shares) | 12,490,914 | 11,683,758 |
Basic (loss) earnings per share (in dollars per share) | $ (0.53) | $ 0.39 |
Diluted (loss) earnings per share (in dollars per share) | $ (0.53) | $ 0.37 |
(Loss) Earnings Per Share and_5
(Loss) Earnings Per Share and Certain Related Information - Summary of Repurchase Activity (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Nov. 17, 2023 | Dec. 31, 2022 | Nov. 10, 2022 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Total Shares Held in Treasury (in shares) | 2,600,217 | 2,393,255 | ||
2023 Repurchase Authorization | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Amount Authorized (2022 Repurchase Authorization) | $ 10,000,000 | |||
Shares Repurchased (in shares) | 0 | |||
2022 Repurchase Authorization | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Amount Authorized (2022 Repurchase Authorization) | $ 10,000,000 | |||
Average Price Per Share (in dollars per share) | $ 25.96 | |||
Total Shares Held in Treasury (in shares) | 28,704 | |||
Shares Repurchased (in shares) | 28,704 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 USD ($) acquisition | Dec. 31, 2022 USD ($) acquisition | |
Business Acquisition [Line Items] | ||
Intangible assets | $ 46,294 | $ 27,950 |
Series of Individually Immaterial Business Acquisitions | ||
Business Acquisition [Line Items] | ||
Number of acquisitions | acquisition | 11 | 9 |
Number of acquisitions with consideration feature | acquisition | 6 | 1 |
Total consideration paid | $ 75,700 | $ 47,500 |
Acquisition transaction costs | 1,200 | |
Adjustment to prepaid and other current assets | 100 | |
Adjustment to contract assets | 300 | |
Adjustment to goodwill | 3,200 | |
Adjustment to deferred tax liability | 3,700 | |
Adjustment to contract liabilities and accrued liabilities | (100) | |
Adjustment to expense | (400) | |
Series of Individually Immaterial Business Acquisitions | Minimum | ||
Business Acquisition [Line Items] | ||
Liability to contingent consideration | $ 0 | $ 0 |
Series of Individually Immaterial Business Acquisitions | Minimum | Customer relationships | ||
Business Acquisition [Line Items] | ||
Estimated useful lives | 2 years | |
Series of Individually Immaterial Business Acquisitions | Minimum | Promissory Note | ||
Business Acquisition [Line Items] | ||
Promissory note interest rate | 5% | 3.50% |
Series of Individually Immaterial Business Acquisitions | Minimum | Convertible Notes Payable | ||
Business Acquisition [Line Items] | ||
Promissory note interest rate | 7% | 4.75% |
Series of Individually Immaterial Business Acquisitions | Maximum | ||
Business Acquisition [Line Items] | ||
Liability to contingent consideration | $ 3,000 | $ 3,000 |
Series of Individually Immaterial Business Acquisitions | Maximum | Customer relationships | ||
Business Acquisition [Line Items] | ||
Estimated useful lives | 13 years | |
Series of Individually Immaterial Business Acquisitions | Maximum | Promissory Note | ||
Business Acquisition [Line Items] | ||
Promissory note interest rate | 11% | 7% |
Series of Individually Immaterial Business Acquisitions | Maximum | Convertible Notes Payable | ||
Business Acquisition [Line Items] | ||
Promissory note interest rate | 8% | 7% |
Acquisitions - Summary of Resul
Acquisitions - Summary of Results of Operations of Businesses Acquired From Their Respective Dates of Acquisitions (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Assets: | ||
Goodwill | $ 96,393 | $ 53,210 |
Cash flow reconciling items: | ||
Cash paid for acquisitions, net of cash acquired | 25,687 | 18,035 |
Gross Contract Revenue | 346,256 | 261,714 |
Pre-tax Net Income3 | (6,447) | 1,736 |
Series of Individually Immaterial Business Acquisitions | ||
Assets: | ||
Accounts Receivable, net | 10,112 | 12,427 |
Contract assets | 6,334 | 2,253 |
Prepaid and other current assets | 361 | 595 |
Property and equipment, net | 1,952 | 2,068 |
Operating lease, right-of-use assets | 7,078 | 96 |
Goodwill | 43,512 | 25,225 |
Other intangible assets | 27,361 | 19,626 |
Other assets - non-current | 44 | 0 |
Total assets acquired | 96,754 | 62,290 |
Liabilities: | ||
Accounts payable and accrued liabilities, current portion | 3,258 | 6,182 |
Contract liabilities | 4,891 | 2,906 |
Other non-current obligations | 23,920 | 18,475 |
Operating lease obligation, less current portion | 7,078 | 0 |
Finance lease obligation, less current portion | 0 | 304 |
Pension and post-retirement obligation, less current portion | 0 | 5,782 |
Deferred tax liability | 5,787 | 0 |
Total liabilities assumed | 44,934 | 33,649 |
Net assets acquired | 51,820 | 28,641 |
Cash flow reconciling items: | ||
Issuance of common stock as partial consideration | (26,133) | (10,606) |
Cash paid for acquisitions, net of cash acquired | 25,687 | $ 18,035 |
Gross Contract Revenue | 32,271 | |
Pre-tax Net Income3 | $ 6,651 |
Acquisitions - Summary of Preli
Acquisitions - Summary of Preliminary Purchase Price Allocation at Fair Value (Details) - Series of Individually Immaterial Business Acquisitions - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||
Total | $ 27,361 | $ 19,626 |
Licensing rights | ||
Business Acquisition [Line Items] | ||
Indefinite-lived intangible assets | 0 | 974 |
Customer relationships | ||
Business Acquisition [Line Items] | ||
Finite-lived intangible assets | $ 20,050 | $ 14,177 |
Weighted-Average Life | 10 years 5 months 12 days | 12 years 10 months 24 days |
Contract rights | ||
Business Acquisition [Line Items] | ||
Finite-lived intangible assets | $ 6,980 | $ 4,448 |
Weighted-Average Life | 1 year 2 months 4 days | 2 years 3 months 10 days |
Favorable leaseholds | ||
Business Acquisition [Line Items] | ||
Finite-lived intangible assets | $ 331 | $ 27 |
Weighted-Average Life | 7 years 9 months 3 days | 1 year 5 months 1 day |
Acquisitions - Summary of Unaud
Acquisitions - Summary of Unaudited Proforma Results (Details) - Series of Individually Immaterial Business Acquisitions - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||
Gross Contract Revenue | $ 386,220 | $ 324,907 |
Pre-tax Net Income | $ 1,053 | $ 4,427 |
Disaggregation of Revenue and_3
Disaggregation of Revenue and Contract Balances - Additional Information (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 USD ($) | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Revenue from contracts classified as lump sum | 0.894 | 0.939 |
Revenue from exclusively time and material contracts | 10.60% | 6.10% |
Remaining performance obligations | $ 227.3 | |
Contract with customer, liability, revenue recognized | $ 3.1 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2024-01-01 | ||
Disaggregation of Revenue [Line Items] | ||
Remaining performance obligations expects to recognize | 87.50% | |
Remaining performance obligations, expected satisfaction period | 12 months | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2025-01-01 | ||
Disaggregation of Revenue [Line Items] | ||
Remaining performance obligations expects to recognize | 12.50% | |
Remaining performance obligations, expected satisfaction period |
Disaggregation of Revenue and_4
Disaggregation of Revenue and Contract Balances - Disaggregation of Revenues by Contract Type (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Gross contract revenue | ||
Gross contract revenue | $ 346,256 | $ 261,714 |
Gross contract revenue, percentage | 1 | 1 |
Fixed fee | ||
Gross contract revenue | ||
Gross contract revenue | $ 309,703 | $ 245,685 |
Gross contract revenue, percentage | 0.894 | 0.939 |
Time-and materials | ||
Gross contract revenue | ||
Gross contract revenue | $ 36,553 | $ 16,029 |
Gross contract revenue, percentage | 0.106 | 0.061 |
Contracts in Progress - Summary
Contracts in Progress - Summary of Costs and Estimated Earnings on Contracts (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract] | ||
Costs incurred on uncompleted contracts | $ 359,509 | $ 279,173 |
Estimated contract earnings in excess of costs | 541,851 | 398,791 |
Estimated contract earnings to date | 901,360 | 677,964 |
Less: billed to date | (875,321) | (668,013) |
Net contract assets | $ 26,039 | $ 9,951 |
Notes Receivable - Summary of N
Notes Receivable - Summary of Notes Receivable (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accounts Notes And Loans Receivable [Line Items] | ||
Unrelated third party - Currently no interest is being accrued on this note. The note receivable matures in December 2025.1 | $ 903 | $ 903 |
Less: current portion | ||
Officers, employees and affiliates | (1,199) | (1,016) |
Unsecured Notes Receivable | ||
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 January 2026. | 2,318 | 2,433 |
Unrelated third party - Currently no interest is being accrued on this note. The note receivable matures in December 2025.1 | 903 | 903 |
Total: | 3,221 | 3,336 |
Less: current portion | ||
Officers, employees and affiliates | (1,199) | (1,016) |
Noncurrent portion | $ 2,022 | $ 2,320 |
Unsecured Notes Receivable | Minimum | ||
Less: current portion | ||
Notes receivable, interest | 0% | |
Unsecured Notes Receivable | Maximum | ||
Less: current portion | ||
Notes receivable, interest | 5.50% | |
Unsecured Notes Receivable, Related Parties | Minimum | ||
Less: current portion | ||
Notes receivable, interest | 0% | |
Unsecured Notes Receivable, Related Parties | Maximum | ||
Less: current portion | ||
Notes receivable, interest | 5.50% | |
Unsecured Notes Receivable, Unrelated Third Party | ||
Less: current portion | ||
Notes receivable, interest | 0% |
Notes Receivable - Additional I
Notes Receivable - Additional Information (Details) - Unsecured Notes Receivable | 12 Months Ended |
Dec. 31, 2023 | |
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 | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | $ 22,876 | $ 18,843 |
Less: accumulated depreciation | (14,818) | (12,319) |
Property and Equipment, net of finance lease assets | 8,058 | 6,524 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | 2,321 | 2,101 |
Survey equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | 5,711 | 5,088 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | 2,127 | 1,032 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | 2,498 | 2,398 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | 8,870 | 7,727 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | 389 | 316 |
Fixed assets pending lease financing | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | $ 960 | $ 181 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense for fixed assets | $ 2,500 | $ 1,600 |
Amortization expense for finance leased assets | $ 7,262 | $ 6,756 |
Property and Equipment, Net -_2
Property and Equipment, Net - Summary of Property and Equipment for Capital Leased Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total: | $ 28,975 | $ 23,043 |
Less: accumulated amortization on leased assets | (9,432) | (4,463) |
Finance lease assets, net | 19,543 | 18,580 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total: | 20,435 | 16,256 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Total: | $ 8,540 | $ 6,787 |
Goodwill - Summary of Goodwill
Goodwill - Summary of Goodwill Resulting From Business Acquisitions (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Goodwill [Roll Forward] | |
Balance as of December 31, 2022 | $ 53,210 |
Balance as of December 31, 2023 | 96,393 |
2023 Acquisitions | |
Goodwill [Roll Forward] | |
2023 Acquisitions - additions | 40,785 |
2022 Acquisitions - adjustments | 2,726 |
2022 Acquisitions | |
Goodwill [Roll Forward] | |
2022 Acquisitions - adjustments | $ (328) |
Intangible Assets - Summary of
Intangible Assets - Summary of Total Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Accumulated Amortization | $ (13,784) | $ (4,794) |
Net Balance | 44,639 | |
Indefinite-Lived Intangible Assets (Excluding Goodwill) [Abstract] | ||
Gross Amount | 60,078 | 32,744 |
Net Balance | 46,294 | 27,950 |
Domain name | ||
Indefinite-Lived Intangible Assets (Excluding Goodwill) [Abstract] | ||
Gross Amount | 281 | 281 |
Licensing rights | ||
Indefinite-Lived Intangible Assets (Excluding Goodwill) [Abstract] | ||
Gross Amount | 1,374 | 1,400 |
Customer relationships | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross Amount | 43,644 | 23,595 |
Accumulated Amortization | (5,643) | (2,330) |
Net Balance | 38,001 | 21,265 |
Contract rights | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross Amount | 14,261 | 7,281 |
Accumulated Amortization | (8,036) | (2,416) |
Net Balance | 6,225 | 4,865 |
Favorable leaseholds | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross Amount | 518 | 187 |
Accumulated Amortization | (105) | (48) |
Net Balance | $ 413 | $ 139 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Intangible Assets [Line Items] | ||
Amortization of intangible assets | $ 8,991 | $ 3,888 |
Licensing rights | ||
Intangible Assets [Line Items] | ||
Intangible assets acquired | $ 0 | $ 1,000 |
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) | Dec. 31, 2023 | Dec. 31, 2022 |
Customer relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted average useful lives | 11 years 3 months 7 days | 11 years 11 months 19 days |
Contract rights | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted average useful lives | 1 year 10 months 2 days | 2 years 5 months 19 days |
Favorable leaseholds | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted average useful lives | 7 years 10 months 9 days | 8 years 18 days |
Intangible Assets - Summary o_3
Intangible Assets - Summary of Future amortization (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Year ending December 31, | |
2024 | $ 10,103 |
2025 | 5,002 |
2026 | 4,411 |
2027 | 4,319 |
2028 | 4,302 |
Thereafter | 16,502 |
Net Balance | $ 44,639 |
Revolving Credit Facility and_2
Revolving Credit Facility and Fixed Credit Facilities - Additional Information (Details) | 12 Months Ended | |||||
Aug. 31, 2020 employee | Aug. 31, 2018 employee | Dec. 31, 2023 USD ($) facility | Dec. 31, 2022 USD ($) | Aug. 02, 2023 USD ($) | Nov. 11, 2022 USD ($) | |
Line Of Credit Facility [Line Items] | ||||||
Debt instrument outstanding amount | $ 28,768,000 | |||||
Revolving Credit Facility | ||||||
Line Of Credit Facility [Line Items] | ||||||
Line of credit maximum borrowing capacity | $ 70,000,000 | |||||
Bank of America | ||||||
Line Of Credit Facility [Line Items] | ||||||
Line of credit interest expense | $ 1,500,000 | $ 43,000 | ||||
Bank of America | Term Loan | ||||||
Line Of Credit Facility [Line Items] | ||||||
Debt instrument payment period | 36 months | |||||
Debt instrument interest rate | 3.49% | |||||
Debt instrument outstanding amount | $ 100,000 | |||||
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 | facility | 1 | |||||
Line of credit interest rate | 9.60% | 8.50% | ||||
Line of credit outstanding amount | $ 45,300,000 | $ 0 | ||||
Line of credit maximum borrowing capacity | $ 50,000,000 | |||||
Bank of America | Non Revolving Credit Facilities | ||||||
Line Of Credit Facility [Line Items] | ||||||
Number of credit facilities | facility | 3 | |||||
Bank of America | Fixed Line 1 | ||||||
Line Of Credit Facility [Line Items] | ||||||
Line of credit interest rate | 7.40% | 6.30% | ||||
Line of credit outstanding amount | $ 100,000 | |||||
Line of credit remaining borrowing capacity | $ 0 | |||||
Line of credit monthly installments | employee | 60 | |||||
Bank of America | Fixed Line 1 | Secured Overnight Financing Rate (SOFR) Simple ARR | ||||||
Line Of Credit Facility [Line Items] | ||||||
Line of credit basis spread on variable rate | 2% | |||||
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 | 300,000 | $ 500,000 | ||||
Line of credit remaining borrowing capacity | 0 | |||||
Line of credit monthly installments | employee | 60 | |||||
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 | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||
Notes payable | $ 27,727 | $ 26,444 |
Less: current portion | (13,989) | (10,168) |
Noncurrent portion | $ 13,738 | $ 16,276 |
Convertible Notes Payable | Convertible Notes Payable | Minimum | ||
Debt Instrument [Line Items] | ||
Debt instrument interest rate | 4.75% | 4.75% |
Convertible Notes Payable | Convertible Notes Payable | Maximum | ||
Debt Instrument [Line Items] | ||
Debt instrument interest rate | 8% | 8% |
Convertible Notes Payable | Shareholders | Minimum | ||
Debt Instrument [Line Items] | ||
Debt instrument interest rate | 3.25% | 3.25% |
Convertible Notes Payable | Shareholders | Maximum | ||
Debt Instrument [Line Items] | ||
Debt instrument interest rate | 11% | 11% |
Interest Rate 3.25% - 11.00% | Shareholders | Related Party | ||
Debt Instrument [Line Items] | ||
Notes payable | $ 21,663 | $ 19,649 |
Interest Rate 4.75% - 7.00% | Convertible Notes Payable | Related Party | ||
Debt Instrument [Line Items] | ||
Notes payable | 6,631 | 6,675 |
Unrelated Third Parties | Purchase of Software | Nonrelated Party | ||
Debt Instrument [Line Items] | ||
Notes payable | 130 | 55 |
Unrelated Third Parties | Purchase of Intangible Asset | Nonrelated Party | ||
Debt Instrument [Line Items] | ||
Notes payable | 0 | 50 |
Unrelated Third Parties | Fixed Line | Nonrelated Party | ||
Debt Instrument [Line Items] | ||
Notes payable | 344 | 773 |
Related Parties | Shareholders | ||
Debt Instrument [Line Items] | ||
Discounts on notes payable issued as consideration in acquisitions | $ (1,041) | $ (758) |
Notes Payable - Additional Info
Notes Payable - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Notes Payable | ||
Debt Instrument [Line Items] | ||
Interest expense | $ 2.1 | $ 1 |
Notes Payable - Schedule of Fut
Notes Payable - Schedule of Future Principal Payments on Notes Payable (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Long-Term Debt, Fiscal Year Maturity [Abstract] | |
2024 | $ 14,672 |
2025 | 8,761 |
2026 | 4,311 |
2027 | 1,024 |
2028 | 0 |
Total | $ 28,768 |
Notes Payable - Convertible Not
Notes Payable - Convertible Notes Payable (Details) - Convertible Notes Payable - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||||
Dec. 31, 2023 | Nov. 30, 2023 | Dec. 31, 2022 | Aug. 31, 2022 | Jul. 31, 2022 | |
Project Design Consultants, LLC | |||||
Debt Instrument [Line Items] | |||||
Unsubordinated convertible note | $ 4 | ||||
Promissory note interest rate | 4.75% | ||||
Price per share (in dollars per share) | $ 14 | $ 14 | |||
Number of business days notice to the company | 10 years | ||||
Notes converted | $ 1.3 | ||||
Shares converted from notes (in shares) | 96,004 | ||||
Anchor Consultants, LLC | |||||
Debt Instrument [Line Items] | |||||
Unsubordinated convertible note | $ 1.1 | ||||
Promissory note interest rate | 5.50% | ||||
Price per share (in dollars per share) | $ 18 | ||||
Number of business days notice to the company | 10 years | ||||
H2H Geoscience Engineering, PLLC | |||||
Debt Instrument [Line Items] | |||||
Unsubordinated convertible note | $ 1.6 | ||||
Promissory note interest rate | 7% | ||||
Price per share (in dollars per share) | $ 18 | ||||
Number of business days notice to the company | 10 years | ||||
High Mesa Consulting Group, Inc. | |||||
Debt Instrument [Line Items] | |||||
Unsubordinated convertible note | $ 1.3 | ||||
Promissory note interest rate | 8% | ||||
Price per share (in dollars per share) | $ 28.13 | ||||
Number of business days notice to the company | 10 days |
Pension and Post-retirement B_3
Pension and Post-retirement Benefit Obligations - Reconciliations of Changes in Benefit Obligations, Fair Value of Assets and Funded Status (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Change in benefit obligation | ||
Benefit obligation at beginning of year | $ 5,087 | $ 0 |
Acquired benefit obligations | 0 | 5,782 |
Service cost | 41 | 34 |
Interest cost | 273 | 165 |
Direct benefit payments | (303) | (117) |
Actuarial gain | (52) | (777) |
Benefit obligation at end of year | $ 5,046 | $ 5,087 |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Interest Cost, Statement Of Income Or Comprehensive Income Extensible List Not Disclosed Flag | true |
Pension and Post-retirement B_4
Pension and Post-retirement Benefit Obligations - Amounts Recognized In Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Postemployment Benefits [Abstract] | ||
Accounts payable and accrued liabilities, current portion | $ (392) | $ (239) |
Pension and post-retirement obligation, less current portion | (4,654) | (4,848) |
Net amount recognized in the balance sheet | $ (5,046) | $ (5,087) |
Pension and Post-retirement B_5
Pension and Post-retirement Benefit Obligations - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Postemployment Benefits [Abstract] | ||
Pension and post-retirement adjustments | $ 10,000 | $ 777,000 |
Deferred income taxes included in other comprehensive income arising from a change in net prior service cost and net income | 2,000 | 200,000 |
Required minimum contributions for the pension plans | 0 | |
Net periodic benefit expense | $ 300,000 | $ 200,000 |
Pension and Post-retirement B_6
Pension and Post-retirement Benefit Obligations - Accumulated Benefit Obligations (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Postemployment Benefits [Abstract] | ||
Projected benefit obligation | $ 1,103 | $ 1,175 |
Accumulated benefit obligation | 1,103 | 1,175 |
Fair value of plan assets | $ 0 | $ 0 |
Pension and Post-retirement B_7
Pension and Post-retirement Benefit Obligations - Expected Future Benefit Payments (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Postemployment Benefits [Abstract] | |
2024 | $ 392,000 |
2025 | 265,000 |
2026 | 258,000 |
2027 | 280,000 |
2028 | 287,000 |
Thereafter | $ 1,549,000 |
Pension and Post-retirement B_8
Pension and Post-retirement Benefit Obligations - Weighted Average Assumptions (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Postemployment Benefits [Abstract] | ||
Weighted-average assumptions to determine benefit obligations, discount rate | 5.30% | 5.51% |
Weighted-average assumptions to determine service cost, discount rate | 0.0548 | 0.0453 |
Weighted-average assumptions to determine interest on service cost, discount rate | 0.0555 | 0.0458 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Aug. 31, 2022 | |
Related Party Transaction [Line Items] | |||
Accounts receivable | $ 87,565,000 | $ 64,443,000 | |
Related Party | |||
Related Party Transaction [Line Items] | |||
Related party transactions due | 48,000 | 100,000 | |
Related Party | 2015 Acquisition | |||
Related Party Transaction [Line Items] | |||
Related party transactions owed | 100,000 | 200,000 | |
BCG Chantilly, LLC | Related Party | |||
Related Party Transaction [Line Items] | |||
Related party transactions owed | 0 | 0 | |
Rent expense | 100,000 | 100,000 | |
Bowman Lansdowne Development, LLC | President, Chairman and Chief Executive Officer | |||
Related Party Transaction [Line Items] | |||
Notes receivable | 500,000 | 500,000 | |
Lansdowne Development Group, LLC | Related Party | |||
Related Party Transaction [Line Items] | |||
Notes receivable | 400,000 | 400,000 | |
Accounts receivable | 100,000 | 100,000 | |
Bowman Realty Investments 2010, LLC | President, Chairman and Chief Executive Officer | |||
Related Party Transaction [Line Items] | |||
Notes receivable | 200,000 | 200,000 | |
Alwington Farm Developers, LLC | Related Party | |||
Related Party Transaction [Line Items] | |||
Notes receivable | 1,200,000 | 1,200,000 | |
MREC Shenandoah VA, LLC | President, Chairman and Chief Executive Officer | |||
Related Party Transaction [Line Items] | |||
Invoices | 200,000 | 700,000 | |
Received payments | 200,000 | 300,000 | |
Administrative, Accounting and Project Management Services | |||
Related Party Transaction [Line Items] | |||
Related party transactions due | 100,000 | 100,000 | |
Administrative, Accounting and Project Management Services | Related Party | |||
Related Party Transaction [Line Items] | |||
General and administrative expense | 100,000 | 100,000 | |
Reimbursement Obligations | President, Chairman and Chief Executive Officer | |||
Related Party Transaction [Line Items] | |||
Related party transactions owed | $ 400,000 | 100,000 | |
Mr. Bowman, Mr. Bruen and Mr. Hickey | BCG Chantilly, LLC | Related Party | |||
Related Party Transaction [Line Items] | |||
Ownership percentage | 63.60% | ||
Lake Frederick Holdings, LLC | MREC Shenandoah VA, LLC | |||
Related Party Transaction [Line Items] | |||
Ownership percentage | 92% | ||
Bowman Lansdowne Development, LLC and Bowman Realty Investments 2013 LLC | MREC Shenandoah VA, LLC | |||
Related Party Transaction [Line Items] | |||
Ownership percentage | 8% | ||
Mr. Bowman | MREC Shenandoah VA, LLC | |||
Related Party Transaction [Line Items] | |||
Ownership percentage | 100% | ||
Gregory Bowman | Related Party | |||
Related Party Transaction [Line Items] | |||
Related party transactions due | $ 200,000 | $ 100,000 | |
Sunrise Asset Management | |||
Related Party Transaction [Line Items] | |||
Ownership percentage | 100% |
Income Taxes - Summary of Provi
Income Taxes - Summary of Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Current expense (benefit): | ||
Federal | $ 20,694 | $ 9,655 |
State | 5,001 | 4,844 |
Foreign | 24 | 12 |
Total | 25,719 | 14,511 |
Deferred expense (benefit): | ||
Federal | (21,454) | (14,073) |
State | (4,088) | (3,707) |
Total | (25,542) | (17,780) |
Provision (benefit) for income taxes | $ 177 | $ (3,269) |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Deferred Tax Assets and Deferred Tax Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Lease liabilities | $ 12,119 | $ 9,587 |
Bad debt reserve | 608 | 593 |
Accrued employee related expenses | 1,029 | 901 |
Capitalized research and development costs | 37,957 | 18,670 |
Restricted stock units | 3,052 | 1,701 |
Performance stock units | 1,738 | 672 |
Acquisition related transaction costs | 890 | 392 |
Intangible asset amortization | 0 | 680 |
Other | 2 | 2 |
Total | 57,395 | 33,198 |
Deferred tax liabilities: | ||
Fixed asset depreciation | (4,833) | (5,286) |
Lease assets | (10,387) | (7,733) |
Intangible asset amortization | (1,775) | 0 |
Prepaid expenses | (1,102) | (622) |
Section 481(a) adjustment | (3,343) | (4,229) |
Goodwill amortization | (2,175) | (1,569) |
Deferred tax liabilities | (23,615) | (19,439) |
Net deferred tax assets (liabilities) | $ 33,780 | $ 13,759 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Line Items] | |||
Deferred tax assets related to capitalized research expenses, increase | $ 105,000,000 | $ 82,000,000 | |
Valuation allowance | $ 0 | $ 0 | |
Federal statutory income tax rate | 21% | 21% | |
Permanent differences by disallowance of certain executive compensation minimum amount | $ 1,000,000 | $ 1,000,000 | |
Penalties and interest related to uncertain tax positions | 4,800,000 | ||
Unrecognized tax benefits that would impact tax rate | 900,000 | 700,000 | |
Unrecognized tax benefits expected to reverse | 9,500,000 | ||
Unrecognized tax positions, interest | 600,000 | 0 | |
Unrecognized tax positions, penalties | 4,000,000 | 0 | |
Unrecognized tax benefits | 38,899,000 | 716,000 | $ 2,269,000 |
Tax benefit on annual limitation on deductibility of executive compensation | 400,000 | ||
Impermissible Method in Deducting Stock-Based Compensation Expense for Income Tax Purposes | |||
Income Tax Disclosure [Line Items] | |||
Unrecognized tax benefits | 1,900,000 | ||
R&D Credits | |||
Income Tax Disclosure [Line Items] | |||
Penalties and interest related to uncertain tax positions | 4,600,000 | ||
Unrecognized tax benefits | 600,000 | 400,000 | |
IRC Section 174 Research And Development | |||
Income Tax Disclosure [Line Items] | |||
Unrecognized tax benefits | $ 38,000,000 | $ 14,500,000 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Statutory rate | $ (1,354) | $ 351 |
State income taxes, net of federal benefit | (138) | 225 |
Section 162(m) compensation differences | 1,381 | 773 |
Other permanent differences | 269 | 107 |
Stock compensation | (1,770) | (1,348) |
Foreign taxes | 24 | 12 |
Other | 0 | 1 |
Research & development credit | (3,098) | (3,664) |
Uncertain tax positions | 4,863 | 274 |
Provision (benefit) for income taxes | $ 177 | $ (3,269) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Beginning Balance and Ending Amounts of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Balances at January 1 | $ 716 | $ 2,269 |
Additions based on tax positions related to the prior year | 14,485 | 396 |
Decreases based on tax positions related to prior year | 0 | (1,960) |
Additions based on tax positions related to the current year | 23,698 | 153 |
Settlements | 0 | (142) |
Balances at December 31 | $ 38,899 | $ 716 |
Employee Stock Purchase and S_3
Employee Stock Purchase and Stock Incentive Plans - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Apr. 30, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Options vesting period | 5 years | ||
Options granted (in shares) | 0 | 0 | |
Shares granted (in shares) | 734,042 | ||
Number of unvested stock awards (in shares) | 2,412,758 | ||
Number of unvested stock awards vesting start date | Jan. 01, 2024 | ||
Number of unvested stock awards vesting end date | Dec. 31, 2027 | ||
2021 Employee Stock Purchase Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Common stock purchase percentage | 15% | ||
Period prior to last day of offering period | 30 days | ||
Compensation costs | $ 1,000,000 | ||
Bowman Consulting Group Ltd. 2021 Omnibus Equity Incentive Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Compensation costs | $ 0 | $ 0 | |
Options granted (in shares) | 0 | ||
Intrinsic value per share of options (in dollars per share) | $ 29.24 | $ 15.57 | |
Cash payments received from exercise of options | $ 29,203 | $ 29,203 | |
Unrecognized compensation costs | $ 0 | ||
Common stock authorized and reserved for issuance (in shares) | 4,128,557 | ||
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 | ||
2021 Executive Officers Long Term Incentive Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Options vesting period | 2 years 10 months 28 days | ||
Shares granted (in shares) | 245,710 | ||
Bowman Consulting Group Ltd. Stock Bonus Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Compensation costs | $ 24,700,000 | $ 13,700,000 |
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 | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Purchase price paid for shares sold | $ 1,547 | $ 1,378 |
Number of shares sold (in shares) | 61,948 |
Employee Stock Purchase and S_5
Employee Stock Purchase and Stock Incentive Plans - Summary of Status of Stock Options Exercised, Including Substantive Options (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Number of shares | ||
Outstanding, beginning balance (in shares) | 10,030 | 14,927 |
Granted (in shares) | 0 | 0 |
Exercised (in shares) | (4,897) | (4,897) |
Expired or cancelled (in shares) | 0 | 0 |
Outstanding, ending balance (in shares) | 5,133 | 10,030 |
Weighted Average Exercise Price | ||
Beginning balance (in dollars per share) | $ 5.99 | $ 5.99 |
Granted (in dollars per share) | 0 | 0 |
Exercised (in dollars per share) | 5.97 | 5.97 |
Expired or cancelled (in dollars per share) | 0 | 0 |
Ending balance (in dollars per share) | $ 6.02 | $ 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 | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | |||
Exercise Price (in dollars per share) | $ 6.28 | $ 6.28 | |
Total Outstanding (in shares) | 5,133 | 10,030 | 14,927 |
Weighted Average Remaining Life (Years) | 5 years | 5 years | |
Weighted Average Exercise Price (in dollars per share) | $ 6.02 | $ 5.99 | $ 5.99 |
Total Exercisable (in shares) | 5,133 | 10,030 |
Employee Stock Purchase and S_7
Employee Stock Purchase and Stock Incentive Plans - Summary of Activity of Restricted Shares Subject to Forfeiture (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Number of shares | ||
Granted (in shares) | 734,042 | |
Vested (in shares) | (2,412,758) | |
Restricted Shares | ||
Number of shares | ||
Beginning balance (in shares) | 1,837,309 | 2,218,283 |
Granted (in shares) | 734,042 | 456,418 |
Vested (in shares) | (816,837) | (824,678) |
Cancelled (in shares) | (34,895) | (12,714) |
Ending balance (in shares) | 1,719,619 | 1,837,309 |
Weighted Average Grant Price | ||
Beginning balance (in dollars per share) | $ 14.33 | $ 13.74 |
Granted (in dollars per share) | 28.91 | 16.47 |
Vested (in dollars per share) | 12.54 | 13.92 |
Cancelled (in dollars per share) | 20.71 | 15.10 |
Ending balance (in dollars per share) | $ 18.78 | $ 14.33 |
Employee Stock Purchase and S_8
Employee Stock Purchase and Stock Incentive Plans - Summary of Activity of Performance Stock Units Subject to Forfeiture (Details) | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Number of shares | |
Granted (in shares) | 734,042 |
Vested (in shares) | (2,412,758) |
Performance Stock Units | |
Number of shares | |
Beginning balance (in shares) | 447,429 |
Granted (in shares) | 245,710 |
Vested (in shares) | 0 |
Cancelled (in shares) | 0 |
Ending balance (in shares) | 693,139 |
Weighted Average Grant Price | |
Beginning balance (in dollars per share) | $ / shares | $ 12.95 |
Granted (in dollars per share) | $ / shares | 22.94 |
Vested (in dollars per share) | $ / shares | 0 |
Cancelled (in dollars per share) | $ / shares | 0 |
Ending balance (in dollars per share) | $ / shares | $ 16.49 |
Employee Stock Purchase and S_9
Employee Stock Purchase and Stock Incentive Plans - Summary of Future expense of Unvested Awards (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Share-Based Payment Arrangement [Abstract] | |
2024 | $ 16,727 |
2025 | 7,947 |
2026 | 1,191 |
2027 | 21 |
2028 | 0 |
Total | $ 25,886 |
Employee Retirement Plan - Addi
Employee Retirement Plan - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Retirement Benefits [Abstract] | ||
Employer contributions | $ 4.1 | $ 3 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Millions | Dec. 31, 2023 USD ($) |
Lessee, Lease, Description [Line Items] | |
Bargain purchase price | $ 3 |
Finance lease liability | $ 21 |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Capital leases payment terms on lease agreements | 30 months |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Capital leases payment terms on lease agreements | 50 months |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Assets: | ||
Operating lease assets | $ 40,743 | $ 30,264 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property and equipment, net | Property and equipment, net |
Finance lease assets | $ 19,543 | $ 18,580 |
Total lease assets | 60,286 | 48,844 |
Current: | ||
Operating lease liabilities | (9,016) | (6,949) |
Finance lease liabilities | (6,586) | (5,297) |
Total current lease liabilities | (15,602) | (12,246) |
Non-Current Liabilities | ||
Operating lease liabilities | (37,660) | (28,087) |
Finance lease liabilities | (14,408) | (14,254) |
Total non-current lease liabilities | $ (52,068) | $ (42,341) |
Leases - Selected Financial Inf
Leases - Selected Financial Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Amortization of right-of-use assets | $ 11,192 | $ 8,137 |
Short-term and variable lease cost | 9 | 325 |
Finance lease cost: | ||
Amortization of right-of-use assets | 7,262 | 6,756 |
Interest on lease liabilities | 1,464 | 1,247 |
Sublease income | (75) | 0 |
Total lease cost | 19,852 | 16,465 |
Cash paid for amounts included in the measurements of lease liabilities: | ||
Operating cash flows from operating leases | 18,560 | 105 |
Operating cash flows from finance leases | 1,462 | 0 |
Financing cash flows from finance leases | 6,782 | 6,027 |
Right-of-use assets obtained in exchange for new operating leases | 19,030 | 30,133 |
Right-of-use assets obtained in exchange for new finance leases | $ 8,245 | $ 829 |
Weighted average remaining lease term (in years): | ||
Operating leases | 5 years 3 months 10 days | 5 years 7 months 13 days |
Finance leases | 2 years 8 months 23 days | 3 years 3 months 10 days |
Weighted average discount rates: | ||
Operating leases | 7.10% | 7.10% |
Finance leases | 7.40% | 7.40% |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Commitments Under Leases (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Operating Lease | |
2023 | $ 11,694 |
2024 | 10,999 |
2025 | 9,415 |
2026 | 8,318 |
2027 | 7,533 |
Thereafter | 8,117 |
Total lease payments | 56,076 |
Less: Amounts representing interest | (9,600) |
Total lease liabilities | 46,476 |
Finance Lease | |
2023 | 7,868 |
2024 | 7,529 |
2025 | 4,088 |
2026 | 941 |
2027 | 0 |
Thereafter | 0 |
Total lease payments | 20,426 |
Less: Amounts representing interest | (2,420) |
Total lease liabilities | $ 18,006 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Subsequent Event - USD ($) $ in Millions | Feb. 16, 2024 | Feb. 02, 2024 |
TCE Group Holding Company, LLC | ||
Subsequent Event [Line Items] | ||
Total consideration paid | $ 3.7 | |
Speece Lewis, Inc. | ||
Subsequent Event [Line Items] | ||
Total consideration paid | $ 4.9 |