Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 07, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
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, State or Province | VA | |
Entity Address, Postal Zip Code | 20191 | |
City Area Code | 703 | |
Local Phone Number | 464-1000 | |
Title of 12(b) Security | Common Stock, $0.01 par value | |
Trading Symbol | BWMN | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 17,666,531 | |
Entity Central Index Key | 0001847590 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current Assets | ||
Cash and equivalents | $ 11,673 | $ 20,687 |
Accounts receivable, net | 95,975 | 87,565 |
Contract assets | 36,673 | 33,520 |
Notes receivable - officers, employees, affiliates, current portion | 1,181 | 1,199 |
Prepaid and other current assets | 17,365 | 11,806 |
Total current assets | 162,867 | 154,777 |
Non-Current Assets | ||
Property and equipment, net | 28,122 | 27,601 |
Operating lease, right-of-use assets | 40,236 | 40,743 |
Goodwill | 102,538 | 96,393 |
Notes receivable | 903 | 903 |
Notes receivable - officers, employees, affiliates, less current portion | 1,116 | 1,119 |
Other intangible assets, net | 45,525 | 46,294 |
Deferred tax asset, net | 37,981 | 33,780 |
Other assets | 1,250 | 1,175 |
Total Assets | 420,538 | 402,785 |
Current Liabilities | ||
Revolving credit facility | 47,254 | 45,290 |
Accounts payable and accrued liabilities | 49,015 | 44,394 |
Contract liabilities | 7,955 | 7,481 |
Notes payable, current portion | 13,672 | 13,989 |
Operating lease obligation, current portion | 9,567 | 9,016 |
Finance lease obligation, current portion | 7,271 | 6,586 |
Total current liabilities | 134,734 | 126,756 |
Non-Current Liabilities | ||
Other non-current obligations | 50,095 | 42,288 |
Notes payable, less current portion | 12,177 | 13,738 |
Operating lease obligation, less current portion | 36,659 | 37,660 |
Finance lease obligation, less current portion | 14,987 | 14,408 |
Pension and post-retirement obligation, less current portion | 4,630 | 4,654 |
Total liabilities | 253,282 | 239,504 |
Shareholders' Equity | ||
Preferred Stock, $0.01 par value; 5,000,000 shares authorized, no shares issued and outstanding as of March 31, 2024 and December 31, 2023. | 0 | 0 |
Common stock, $0.01 par value; 30,000,000 shares authorized as of March 31, 2024 and December 31, 2023; 18,191,818 shares issued and 15,428,519 outstanding, and 17,694,495 shares issued and 15,094,278 outstanding as of March 31, 2024 and December 31, 2023, respectively | 182 | 177 |
Additional paid-in-capital | 226,681 | 215,420 |
Accumulated other comprehensive income | 579 | 590 |
Treasury stock, at cost; 2,763,299 and 2,600,217, respectively | (32,142) | (26,410) |
Stock subscription notes receivable | (66) | (76) |
Accumulated deficit | (27,978) | (26,420) |
Total shareholders' equity | 167,256 | 163,281 |
TOTAL LIABILITIES AND EQUITY | $ 420,538 | $ 402,785 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
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) | 18,191,818 | 17,694,495 |
Common stock, shares outstanding (in shares) | 15,428,519 | 15,094,278 |
Treasury stock, at cost shares (in shares) | 2,763,299 | 2,600,217 |
Condensed Consolidated Income S
Condensed Consolidated Income Statements - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Gross Contract Revenue | $ 94,907 | $ 76,100 |
Contract costs: (exclusive of depreciation and amortization below) | ||
Direct payroll costs | 37,687 | 28,835 |
Sub-consultants and expenses | 9,218 | 8,538 |
Total contract costs | 46,905 | 37,373 |
Operating Expenses: | ||
Selling, general and administrative | 44,713 | 33,636 |
Depreciation and amortization | 5,995 | 3,565 |
Gain on sale | (96) | (11) |
Total operating expenses | 50,612 | 37,190 |
(Loss) Income from operations | (2,610) | 1,537 |
Other expense | 2,401 | 1,213 |
(Loss) Income before tax expense | (5,011) | 324 |
Income tax (benefit) | (3,453) | (213) |
Net (loss) income | (1,558) | 537 |
Earnings allocated to non-vested shares | 0 | 69 |
Net (loss) income attributable to common shareholders | $ (1,558) | $ 468 |
(Loss) Earnings per share | ||
Basic (in dollars per share) | $ (0.11) | $ 0.04 |
Diluted (in dollars per share) | $ (0.11) | $ 0.04 |
Weighted average shares outstanding: | ||
Basic (in shares) | 13,827,728 | 11,800,308 |
Diluted (in shares) | 13,827,728 | 12,669,581 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive (Loss) Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Comprehensive Income [Abstract] | ||
Net (loss) income | $ (1,558) | $ 537 |
Other comprehensive (loss) income | ||
Pension and post-retirement adjustments | (11) | (10) |
Other comprehensive loss | (11) | (10) |
Income tax provision related to items of other comprehensive income (loss) | 0 | 0 |
Other comprehensive loss, net of tax | (11) | (10) |
Comprehensive (loss) income, net of tax | $ (1,569) | $ 527 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Other Comprehensive Income | Stock Subscription Notes Receivable | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2022 | 15,949,805 | ||||||
Beginning balance at Dec. 31, 2022 | $ 122,859 | $ 159 | $ 162,922 | $ (20,831) | $ 578 | $ (173) | $ (19,796) |
Beginning balance (in shares) at Dec. 31, 2022 | 2,393,255 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of new common shares | 7 | 7 | |||||
Purchase of treasury stock (in shares) | (32,500) | ||||||
Purchase of treasury stock | (667) | $ (667) | |||||
Issuance of common shares under stock compensation plan (in shares) | 53,757 | ||||||
Issuance of new common shares under stock compensation plan | 0 | $ 1 | (1) | ||||
Issuance of new common shares under employee stock purchase plan (in shares) | 16,039 | ||||||
Issuance of new common shares under employee stock purchase plan | 383 | 383 | |||||
Stock based compensation | 4,129 | 4,129 | |||||
Collections on stock subscription notes receivable | 22 | 22 | |||||
Other comprehensive income, net of tax | (10) | (10) | |||||
Other comprehensive loss, net of tax | (10) | ||||||
Net income (loss) | 537 | 537 | |||||
Ending balance (in shares) at Mar. 31, 2023 | 16,019,601 | ||||||
Ending balance at Mar. 31, 2023 | $ 127,260 | $ 160 | 167,440 | $ (21,498) | 568 | (151) | (19,259) |
Ending balance (in shares) at Mar. 31, 2023 | 2,425,755 | ||||||
Beginning balance (in shares) at Dec. 31, 2023 | 15,094,278 | 17,694,495 | |||||
Beginning balance at Dec. 31, 2023 | $ 163,281 | $ 177 | 215,420 | $ (26,410) | 590 | (76) | (26,420) |
Beginning balance (in shares) at Dec. 31, 2023 | 2,600,217 | 2,600,217 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of new common shares (in shares) | 107,927 | ||||||
Issuance of new common shares | $ 3,703 | $ 1 | 3,702 | ||||
Purchase of treasury stock (in shares) | (163,082) | ||||||
Purchase of treasury stock | (5,732) | $ (5,732) | |||||
Issuance of common shares under stock compensation plan (in shares) | 349,151 | ||||||
Issuance of new common shares under stock compensation plan | $ 0 | $ 3 | (3) | ||||
Cancellation of common shares under stock compensation plan (in shares) | (22,855) | ||||||
Issuance of new common shares under employee stock purchase plan (in shares) | 15,099 | 15,099 | |||||
Issuance of new common shares under employee stock purchase plan | $ 466 | 466 | |||||
Stock based compensation | 6,425 | 6,425 | |||||
Collections on stock subscription notes receivable | 10 | 10 | |||||
Exercises of conversion feature of convertible note (in shares) | 48,001 | ||||||
Exercises of conversion feature of convertible note | 672 | $ 1 | 671 | ||||
Other comprehensive loss, net of tax | (11) | (11) | |||||
Net income (loss) | $ (1,558) | (1,558) | |||||
Ending balance (in shares) at Mar. 31, 2024 | 15,428,519 | 18,191,818 | |||||
Ending balance at Mar. 31, 2024 | $ 167,256 | $ 182 | $ 226,681 | $ (32,142) | $ 579 | $ (66) | $ (27,978) |
Ending balance (in shares) at Mar. 31, 2024 | 2,763,299 | 2,763,299 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Cash Flows from Operating Activities: | |||
Net (loss) income | $ (1,558) | $ 537 | |
Adjustments to reconcile net income to net cash provided by operating activities | |||
Depreciation and amortization | 2,656 | 2,196 | |
Amortization of intangible assets | 3,339 | 1,369 | |
Gain on sale of assets | (96) | (11) | |
Credit losses | 402 | 222 | |
Stock based compensation | 7,829 | 4,363 | |
Accretion of discounts on notes payable | 117 | 140 | |
Deferred taxes | (4,201) | (3,669) | |
Changes in operating assets and liabilities, net of acquisition of businesses | |||
Accounts receivable | (7,946) | (2,943) | |
Contract assets | (2,151) | (3,610) | |
Prepaid expenses and other assets | (5,523) | (533) | |
Accounts payable and accrued expenses | 10,614 | 7,748 | |
Contract liabilities | (963) | 469 | |
Net cash provided by operating activities | 2,519 | 6,278 | |
Cash Flows from Investing Activities: | |||
Purchases of property and equipment | (262) | (536) | |
Fixed assets converted to lease financing | 424 | 0 | |
Proceeds from sale of assets and disposal of leases | 96 | 11 | |
Payments received under loans to shareholders | 20 | 105 | |
Acquisitions of businesses, net of cash acquired | (3,027) | 0 | |
Collections under stock subscription notes receivable | 10 | 22 | |
Net cash used in investing activities | (2,739) | (398) | |
Cash Flows from Financing Activities: | |||
Borrowings under revolving credit facility | 1,964 | 0 | |
Repayments under fixed line of credit | (49) | (185) | |
Repayment under notes payable | (3,734) | (2,685) | |
Payments on finance leases | (1,716) | (1,687) | |
Payments for purchase of treasury stock | (5,732) | (667) | |
Proceeds from issuance of common stock | 473 | 390 | |
Net cash used in financing activities | (8,794) | (4,834) | |
Net (decrease) increase in cash and cash equivalents | (9,014) | 1,046 | |
Cash and cash equivalents, beginning of period | 20,687 | 13,282 | $ 13,282 |
Cash and cash equivalents, end of period | 11,673 | 14,328 | $ 20,687 |
Supplemental disclosures of cash flow information: | |||
Cash paid for interest | 1,962 | 757 | |
Cash paid for income taxes | 11 | 0 | |
Non-cash investing and financing activities: | |||
Property and equipment acquired under finance lease | (3,002) | (2,964) | |
Note payable converted to common shares | (672) | 0 | |
Issuance of notes payable for acquisitions | $ (2,461) | $ 0 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2024 | |
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. (along with its consolidated subsidiaries, “Bowman” or “we” or the “Company”) incorporated in the Commonwealth of Virginia on June 5, 1995 and reincorporated in the State of Delaware on November 13, 2020. Bowman is a professional services firm delivering innovative solutions to the marketplace of customers who own, develop and maintain the built environment. Within that arena, we provide planning, design, engineering, 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 90 offices throughout the United States and two offices in Mexico. Basis of Presentation The accompanying unaudited condensed consolidated financial statements and footnotes of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and applicable regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial information. In the opinion of management, the interim financial information includes all adjustments of a normal recurring nature necessary for a fair presentation of the results of operations, financial position, changes in shareholders’ equity and cash flows. The results of operations for the current period are not necessarily indicative of the results for the full year or the results for any future periods. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related footnotes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on March 12, 2024. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
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 condensed consolidated financial statements: Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act (“JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934 (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is either not an emerging growth company or, an emerging growth company that has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used. Revenue Recognition 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) which represents a reasonable measure of progress towards the satisfaction of a performance 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 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 March 31, 2024 and December 31, 2023. 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. 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 March 31, 2024 and December 31, 2023, the balance in the allowance for expected credit losses was $2.5 million an d $2.2 million, respectively. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could vary from the estimates and assumptions that were used. Concentration of Credit Risk and other Concentrations The Company’s financial instruments that are exposed to concentrations of credit risk consist of cash and accounts receivable. Cash balances at various times during the year may exceed the amount insured by the Federal Deposit Insurance Corporation. The Company’s cash deposits are held in institutions whose credit ratings are monitored by management, and the Company has not incurred any losses related to such deposits. The Company 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 three months ended March 31, 2024, or the year ended December 31, 2023. The Company’s customers are located throughout the United States. Although the Company generally grants credit without collateral, management believes that its contract acceptance, billing, and collection policies are adequate to minimize material credit risk. Also, for non-governmental customers, the Company can often place mechanics liens against the real property associated with the contract in the event of non-payment. Fair Value Measurements Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures (“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 March 31, 2024 and December 31, 2023: • 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: (in thousands) For the Three Months Ended March 31, 2024 For the Year Ended December 31, 2023 Balance at beginning of period $ 10,567 $ 487 Fair value of contingent consideration issuances 174 10,379 Change in fair value of contingent consideration (96) (299) Settlement of contingent consideration – – Balance at end of period $ 10,645 $ 10,567 The change in fair value consideration is included in Other Expense in the Condensed Consolidated Income Statement. Income Taxes The Company recognizes deferred income tax assets or liabilities for expected future tax consequences of events recognized in the condensed consolidated financial statements or tax returns. Under this method, deferred income tax assets or liabilities are determined based upon the difference between the financial statement and income tax bases of assets and liabilities using enacted tax rates expected to apply when the differences settle or become realized. Valuation allowances are provided when it is more likely than not that a deferred tax asset is not realizable or recoverable in the future. As of March 31, 2024, no valuation allowances are required, and all deferred tax assets are realizable. The Company assesses uncertain tax positions to determine whether the position will more likely than not be sustained upon examination by the Internal Revenue Service 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. 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, we have established a $47.9 million uncertain tax position related to capitalized and amortizable research and development ("R&D") costs as of the three-month period ended March 31, 2024. 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 three months ended March 31, 2024 and 2023 was 68.9% and (65.9)%, respectively. The change in the Company’s effective tax rate is predominantly due to changes in the estimated annual effective tax rate. The most prominent factors include a decrease in projected R&D credits generated for 2024, a change in the projected limitations of the deductible executive compensation for 2024, and an overall reduction in forecasted income for 2024 relative to 2023. With respect to the projected R&D credit, the Company anticipates the 2024 generated R&D credit to be $3.0 million as of March 31, 2024, as compared to the projected R&D credit to be generated of $3.8 million as of March 31, 2023. Similarly, the Company anticipates the annual projected limitation on the deductibility of executive compensation to be $13.8 million for 2024 as compared to $2.4 million for 2023. These factors as well as the forecasted change in book income predominantly resulted in the change in the estimated annual effective tax rate. Further, the Company also recognized net discrete benefits of $1.2 million for the three months ended March 31, 2024, as compared to net discrete benefit of $0.1 million for the three months ended March 31, 2023. The net discrete benefits are predominantly the result of a windfall tax benefit for restricted stock awards, penalties and interest recorded for uncertain tax positions, and other non-recurring adjustments. More specifically, the windfall tax adjustment for restricted stock awards recognized at a value higher than the grant date fair value is $2.5 million for the three months ended March 31, 2024, and $0.3 million for the three months ended March 31, 2023. Penalties and interest accrued for uncertain tax positions is $1.3 million for the three months ended March 31, 2024, and $0.1 million for the three months ended March 31, 2023. These factors increased the rate by 24.2% for the three months ended March 31, 2024, and reduced the rate by 11.6% for the three months ended March 31, 2023. 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 condensed 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 would have a material effect on its condensed consolidated financial statements. |
(Loss) Earnings Per Share and C
(Loss) Earnings Per Share and Certain Related Information | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
(Loss) Earnings Per Share and Certain Related Information | 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 three months ended March 31, 2024 and 2023. Diluted (loss) 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 (loss) earnings of the Company. The dilutive effect of options is reflected in diluted (loss) 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 (loss) 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 (loss) earnings per share by application of the if-converted method. The Company uses the two-class method to determine (loss) earnings per share. For calculating basic loss per share, for the three months ended March 31, 2024, the weighted average number of shares outstanding exclude 1,431,607 non-vested restricted shares and 4,791 unexercised substantive options. The computation of diluted earnings per share for the three months ended March 31, 2024 did not assume the effect to all potential dilutive common stock equivalents outstanding for the period. For calculating basic earnings per share, for the three months ended March 31, 2023, the weighted average number of shares outstanding exclude 1,750,268 non-vested restricted shares and 9,690 unexercised substantive options. The computation of diluted earnings per share for the three months ended March 31, 2023 did not assume the effect of restricted shares or substantive options because the effects were antidilutive. The following table represents a reconciliation of the net (loss) income and weighted average shares outstanding for the calculation of basic and diluted (loss) earnings per share for the three months ended March 31, 2024 and 2023 (in thousands, except share data): For the Three Months Ended March 31, 2024 2023 Numerator Net (loss) income $ (1,558) $ 537 Earnings allocated to non-vested shares – 69 Subtotal $ (1,558) $ 468 Denominator Weighted average common shares outstanding 13,827,728 11,800,308 Effect of dilutive nominal options – – Effect of dilutive contingently earned shares – 869,273 Dilutive average shares outstanding 13,827,728 12,669,581 Basic (loss) earnings per share $ (0.11) $ 0.04 Dilutive (loss) earnings per share $ (0.11) $ 0.04 Share Repurchases 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 March 31, 2024, the Company has $10.0 million remaining under the 2023 Repurchase Authorization. There has been no repurchases of common stock under the 2023 Repurchase Authorization as of March 31, 2024. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2024 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions Business Combinations During the three months ended March 31, 2024, the Company completed two acquisitions, diversifying across geographic regions and services. The Company paid total consideration of $8.9 million which was comprised of combinations of cash, promissory notes, shares of common stock and assumed liabilities. No cash was acquired with these acquisitions. Shares of common stock issued in connection with the acquisitions are subject to a six-month lock-up. Promissory notes bear a simple interest rate ranging from 5.00% to 6.75% and are payable in quarterly payments of principal and interest beginning May 2024 and ending in February 2027. For tax purposes, dependent on the transaction, the acquisitions were treated either as an asset acquisition, in which case the assets have been stepped up and recorded at their respective fair values, or a tax-free merger, in which case the assets have been recorded at their respective carrying values. For one 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 $0.5 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 for the asset acquisition. 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. Goodwill results from an assembled workforce, which does not qualify for separate recognition, as well as expected future synergies from combining operations. Portions of the Goodwill recognized is expected to be deductible for tax purposes. In connection with these acquisitions, the Company recognized $0.5 million and $0.5 million of acquisition related expenses within Other Income and Expenses in the condensed consolidated statement of income for the three months ended March 31, 2024 and 2023, respectively, including legal fees, consulting fees, and other miscellaneous expenses associated with acquisitions. The purchase price allocations at fair value, for 2024 and 2023 acquisitions as of March 31, 2024 and December 31, 2023 are presented below: (in thousands) 2024 2023 Assets: Accounts receivable, net $ 865 $ 10,112 Contract assets 1,002 6,334 Prepaid and other current assets 54 361 Property and equipment, net 362 1,952 Operating lease, right-of-use assets 635 7,078 Goodwill 5,873 43,784 Other intangible assets 2,570 27,361 Other assets - non-current – 44 Total assets acquired: $ 11,361 $ 97,026 Liabilities: Accounts payable and accrued liabilities, current portion $ 372 $ 3,228 Contract liabilities 1,437 4,891 Other non-current obligations 2,284 24,222 Operating lease obligation, less current portion 635 7,078 Deferred tax liability – 5,787 Total liabilities assumed: $ 4,728 $ 45,206 Net assets acquired: $ 6,633 $ 51,820 Cash flow reconciling items: Issuance of common stock as partial consideration $ (3,605) $ (26,133) Cash paid for acquisitions, net of cash acquired $ 3,028 $ 25,687 For the three months ended March 31, 2024, the Company recorded measurement period adjustments of $0.3 million increase to goodwill offset by $0.3 million increase to accounts payable and other non-current obligations. The change did not result in a change to operating income. The amounts in the tables above represent the preliminary purchase allocation for both the 2024 and 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 2024 and 2023: 2024 Weighted-Average Life 2023 Weighted-Average Life Customer relationships $ 1,790 8.88 $ 20,050 10.45 Contract rights 780 0.94 6,980 1.18 Favorable leaseholds - n/a 331 7.76 Total $ 2,570 $ 27,361 Pro Forma Results of Operations - 2023 Acquisitions The following table presents the unaudited, pro forma consolidated results of operations for the three months ended March 31, 2024 and 2023 assuming that the companies acquired in 2023, described above, occurred on January 1, 2023. The pro forma information provided below is compiled from pre-acquisition information and includes pro forma adjustments for amortization and depreciation and non-cash compensation expense. 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 Three Months Ended March 31, 2024 March 31, 2023 Gross Contract Revenue 2 $ 92,217 $ 89,698 Pre-tax Net Loss $ (5,745) $ (648) 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 | 3 Months Ended |
Mar. 31, 2024 | |
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 three months ended March 31, 2024 and 2023, the Company derived 89.7% of its revenue from contracts classified as lump sum, and 10.3% of its revenue from time and material contracts. The Company had approximately $259.9 million in remaining performance obligations as of March 31, 2024 of which it expects to recognize approximately 86.6% within the next twelve months and the remaining 13.4% in the next twelve Disaggregated revenues by contract type were as follows (in thousands): For the Three Months Ended March 31, 2024 2023 Fixed fee $ 85,124 89.7 % $ 68,245 89.7 % Time-and-materials 9,783 10.3 % 7,855 10.3 % Gross contract revenue $ 94,907 100.0 % $ 76,100 100.0 % The Company recognized $2.6 million of revenue for the three months ended March 31, 2024, which was included in the contract liabilities balance as of December 31, 2023, and $2.6 million of revenue for the three months ended March 31, 2023, which was included in the contract liabilities balance as of December 31, 2022. |
Contracts in Progress
Contracts in Progress | 3 Months Ended |
Mar. 31, 2024 | |
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): March 31, 2024 December 31, 2023 Costs incurred on uncompleted contracts $ 362,065 $ 359,509 Estimated contract earnings in excess of costs incurred 539,446 541,851 Estimated contract earnings to date 901,511 901,360 Less: billed to date (872,793) (875,321) Net contract assets $ 28,718 $ 26,039 |
Notes Receivable
Notes Receivable | 3 Months Ended |
Mar. 31, 2024 | |
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 following is a summary of these notes receivable (in thousands): March 31, 2024 December 31, 2023 Officers, employees and affiliated entities - Interest accrues annually at rates ranging from 0.0% - 5.5%. The notes receivable mature through January 2026. $ 2,297 $ 2,318 Unrelated third party - Currently no interest is being accrued on this note. The note receivable matures in December 2025. 1 903 903 Total: 3,200 3,221 Less: current portion Officers, employees and affiliates (1,181) (1,199) Noncurrent portion $ 2,019 $ 2,022 1 Notes initiated prior to the Company's initial public offering. Each borrower may prepay all or part of the outstanding balance at any time prior to the date of maturity. During the three months ended March 31, 2024, interest accrued on the notes receivable at the stipulated rates between 0.0% and 5.50%. |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment for fixed assets are as follows (in thousands): March 31, 2024 December 31, 2023 Computer equipment $ 2,314 $ 2,321 Survey equipment 5,828 5,711 Vehicles 2,351 2,127 Furniture and fixtures 2,525 2,498 Leasehold improvements 9,101 8,870 Software 396 389 Fixed assets pending lease financing 1 536 960 Total: 23,051 22,876 Less: accumulated depreciation (15,488) (14,818) Property and Equipment, net of finance leased assets $ 7,563 $ 8,058 1 assets acquired which will be re-financed under the Company's finance lease facilities Depreciation expense for fixed assets for the three months ended March 31, 2024 and 2023 was $0.7 million and $0.5 million, respectively. Property and equipment for finance leased assets are as follows (in thousands): March 31, 2024 December 31, 2023 Equipment $ 23,132 $ 20,435 Vehicles 8,409 8,540 Total: 31,541 28,975 Less: accumulated amortization on leased assets (10,982) (9,432) Finance Leased Assets, net $ 20,559 $ 19,543 |
Goodwill
Goodwill | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill Changes in the carrying amount of goodwill were as follows (in thousands): Goodwill Balance as of December 31, 2023 $ 96,393 2024 Acquisitions - additions 5,873 2023 Acquisitions - adjustments 272 Balance as of March 31, 2024 $ 102,538 There were no impairments of goodwill during the periods presented. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2024 | |
Intangible Assets [Abstract] | |
Intangible Assets | Intangible Assets Total intangible assets consisted of the following at March 31, 2024 and December 31, 2023 (in thousands): March 31, 2024 December 31, 2023 Gross Amount Accumulated Net Balance Gross Amount Accumulated Net Balance Customer relationships $ 45,434 $ (6,786) $ 38,648 $ 43,644 $ (5,643) $ 38,001 Contract rights 15,042 (10,214) 4,828 14,261 (8,036) 6,225 Leasehold 518 (124) 394 518 (105) 413 Domain name 281 – 281 281 – 281 Licensing rights 1,374 – 1,374 1,374 – 1,374 Total $ 62,649 $ (17,124) $ 45,525 $ 60,078 $ (13,784) $ 46,294 The domain name and licensing rights acquired for a total of $1.7 million, have indefinite useful lives. The following table summarizes the weighted average useful lives of intangible assets by asset class used for straight-line expense purposes: March 31, 2024 December 31, 2023 Customer relationships 10.72 11.27 Contract rights 1.79 1.84 Leasehold 7.86 7.86 Amortization expense for the three months ended March 31, 2024 and 2023 was $3.3 million and $1.4 million, respectively. Future amortization for the remainder of 2024 and for the succeeding years is as follows (in thousands): 2024 7,737 2025 5,185 2026 4,618 2027 4,445 2028 4,009 Thereafter 17,876 Total $ 43,870 |
Revolving Credit Facility and F
Revolving Credit Facility and Fixed Credit Facility | 3 Months Ended |
Mar. 31, 2024 | |
Line of Credit Facility [Abstract] | |
Revolving Credit Facility and Fixed Credit Facility | Revolving Credit Facility and Fixed Credit Facility The Company has one revolving credit facility (the “Revolving Credit Facility”) and one non-revolving credit facility ("Fixed Line #2” or the “Fixed Line”) with Bank of America, N.A. On March 31, 2024 and 2023, the interest rate on the Revolving Credit Facility was 9.60% and 9.00%, respectively. All outstanding principal on the Revolving Credit Facility is due on July 31, 2025. On March 31, 2024 and December 31, 2023, there was $47.3 million and $45.3 million 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 increased 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 #2 had a maximum advance of $1.0 million, and 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 was obligated to pay the then outstanding principal balance in sixty equal monthly installments through maturity in September 2025. On each of March 31, 2024 and December 31, 2023, the outstanding balance on Fixed Line #2 was $0.3 million and $0.3 million, respectively. 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 loan. The Company must maintain, on a combined basis certain financial covenants defined in the Amended and Restated Agreement. Interest expense on the Revolving Credit Facility and Fixed Line totaled $1.1 million and $6,000 during the three months ended March 31, 2024, respectively. Interest expense on the Revolving Credit Facility and Fixed Line totaled $8,000 and $4,000 during the three months ended March 31, 2023, respectively. |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2024 | |
Debt Instruments [Abstract] | |
Notes Payable | Notes Payable Notes payable consist of the following (in thousands): March 31, 2024 December 31, 2023 Related parties: 1 Shareholders and Owners of Acquired Entities - Interest accrues annually at rates ranging from 3.25% - 11.00% annually. The notes payable mature on various dates through February 2027. 20,501 21,663 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. 5,959 6,631 Unrelated third parties: Note payable for purchase of software and vehicles 18 130 Fixed line notes payable - see note 11 295 344 Discounts on notes payable issued as consideration in acquisitions: 1 Shareholders and Owners of acquired entities (924) (1,041) Total 25,849 27,727 Less: current portion (13,672) (13,989) Noncurrent portion $ 12,177 $ 13,738 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 $0.6 million and $0.4 million for the three months ended March 31, 2024 and 2023, respectively. Future principal payments on notes payable for remainder of 2024 and succeeding years are as follows (in thousands): 2024 $ 11,457 2025 9,494 2026 4,781 2027 1,041 Total $ 26,773 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. The convertible note is 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 is payable in quarterly payments of principal, interest or both beginning in October 2022 and ending in April 2027. At any time, upon ten (10) business days’ notice to the Company, the holders may request that a prepayment of the principal or all or part of a regularly scheduled quarterly payment of the principal be made in the form of common stock of the Company, with the number of shares of common stock equal to the amount of the requested prepayment divided by the stock conversion price. If the request is made with respect to a regularly scheduled quarterly payment of principal, then the accrued interest shall be paid in cash. Elections were made by the holders, and as of March 31, 2024, $2.0 million of the note was converted to 144,003 shares of common stock at $14.00 per share. 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. The convertible note is 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 has quarterly payments of principal, interest or both beginning in November 2022 and ending in May 2027. At any time, upon ten (10) business days’ notice to the Company, the holders may request that a prepayment of the principal or all or part of a regularly scheduled quarterly payment of the principal be made in the form of common stock of the Company, with the number of shares of common stock equal to the amount of the requested prepayment divided by the stock conversion price. If the request is made with respect to a regularly scheduled quarterly payment of principal, then the accrued interest shall be paid in cash. As of March 31, 2024, there has been no election by the holders to convert any portions of the convertible note to common stock. 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. 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 has quarterly payments of principal, interest or both beginning in December 2024 and ending in September 2027. At any time, upon ten (10) business days’ notice to the Company, the holders may request that a prepayment of the principal or all or part of a regularly scheduled quarterly payment of the principal be made in the form of common stock of the Company, with the number of shares of common stock equal to the amount of the requested prepayment divided by the stock conversion price. If the request is made with respect to a regularly scheduled quarterly payment of principal, then the accrued interest shall be paid in cash. As of March 31, 2024, there has been no election by the holders to convert any portions of the convertible note to common stock. 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 (10) business days’ notice to the Company, the holders may request that a prepayment of all or part of the unpaid principal amount and accrued interest be made in the form of common stock of the Company, with the number of shares of common stock equal to the amount of the requested prepayment divided by the stock conversion price. As of March 31, 2024, there has been no election by the holders to convert any portions of the convertible note to common stock. |
Pension and Post-retirement Ben
Pension and Post-retirement Benefit Obligations | 3 Months Ended |
Mar. 31, 2024 | |
Postemployment Benefits [Abstract] | |
Pension and Post-retirement Benefit Obligations | Pension and Post-retirement Benefit Obligations The Company sponsors 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-competes. The plan is unfunded and there are no plan assets. The following table details the components of net periodic benefit costs for the Company's pension plan for the three months ended March 31, 2024 and 2023: For the Three Months Ended March 31, (Amounts in thousands) 2024 2023 Components of net periodic benefit cost: Service costs $ 10 $ 11 Interest costs 64 68 Amortization of net gain (11) (11) Net periodic benefit cost $ 63 $ 68 There are no required minimum contributions for the pension plans. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 and December 31, 2023 there were no amounts due to or receivables due from BCC. Rent expense for each of the three months ended March 31, 2024 and 2023 was $21,000 and $21,000, respectively. Bowman Lansdowne Development, LLC (BLD) is an entity in which Mr. Bowman has an ownership interest. On March 31, 2024 and December 31, 2023, the Company’s notes receivable included $0.5 million from BLD, with a maturity date of January 31, 2026. Lansdowne Development Group, LLC (LDG) is an entity in which BLD has a minority ownership interest. On each of March 31, 2024 and December 31, 2023, our accounts receivable included $0.1 million, due from LDG. On March 31, 2024 and December 31, 2023, notes receivable included $0.4 million and $0.4 million, respectively from LDG, with a maturity date of January 31, 2026. Bowman Realty Investments 2010, LLC (BR10) is an entity in which Mr. Bowman has an ownership interest. On March 31, 2024 and December 31, 2023, the Company’s notes receivable included $0.2 million, from BR10, with a maturity date of January 31, 2026. Alwington Farm Developers, LLC (AFD) is an entity in which BR10 has a minority ownership interest. On each of March 31, 2024 and December 31, 2023, notes receivable included $1.2 million, 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 BLD and in part by Bowman Realty Investments 2013 LLC "Bowman Realty" (BR13), 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 (BR13). Since 2020, the Company has provided engineering services to MREC Shenandoah in exchange for cash payments. During the three months ended March 31, 2024, and 2023 the Company invoiced $0.1 million and $0.1 million, respectively, and received payments of $3,900 and $0.1 million, respectively. During the three months ended March 31, 2024 and 2023, the Company provided administrative, accounting and project management services to certain of the related party entities. The cost of these services was $11,000 and $15,000, respectively. These entities were billed $17,000 and $16,000, respectively. Gregory Bowman, the son of Mr. Bowman, is a full-time employee of the Company. Gregory Bowman was paid $35,000 and $35,000 for the three months ended March 31, 2024 and 2023, respectively. On March 31, 2024 and December 31, 2023, the Company was due $0.1 million and $48,000, respectively, from shareholders under the terms of stock subscription notes receivable. On March 31, 2024 and December 31, 2023, the Company owed $0.1 million and $0.1 million, respectively, to the estate of a retired shareholder and former director in connection with a 2015 acquisition. In August 2022, the Company agreed to reimburse Mr. Bowman at a fixed hourly rate for the business use of an aircraft owned by Sunrise Asset Management, a company owned 100% by Mr. Bowman. The Company paid $0.2 million and $0.1 million for the three months ended March 31, 2024 and 2023, respectively. |
Employee Stock Purchase and Sto
Employee Stock Purchase and Stock Incentive Plans | 3 Months Ended |
Mar. 31, 2024 | |
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 ESPP, eligible employees who elect to participate are granted the right to purchase shares of common stock at a 15% discount of the weighted average selling price of the Company stock for the 30 days prior to the last day of the offering period. The following table summarizes the stock issuance activity under the ESPP for the three months ended March 31, 2024 (in thousands, except share data): March 31, 2024 Total purchase price paid by employees for shares sold $ 466 Number of shares sold 15,099 Stock Options Effective May 11, 2021 the Company established the Bowman Consulting Group Ltd. 2021 Omnibus Equity Incentive Plan (“the Plan”). The plan is administered by the board of directors (the “Board”), who on its own action or through its designee may make grants of restricted stock options, including Incentive Stock Options (“ISO”), and non-qualified stock options (“NQSO”). The purpose of the Plan is to grant equity incentive awards to eligible participants to attract, motivate and retain key personnel. The Plan supersedes and replaces any prior plan for stock options except that the prior plan shall remain in effect with respect to options granted under such prior plan until such options have been exercised, expired or canceled. The number of shares for which each option shall be granted, whether the option is an ISO or NQSO, the option price, the exercisability of the option, and all other terms and conditions of the option are determined by the Board at the time the option is granted. The options generally vest over a period between two For the three months ended March 31, 2024, no new options were granted. A summary of the status of stock options exercised, including the substantive options discussed in Note 3, is as follows: Number of shares Weighted Average Exercise Price Outstanding at December 31, 2023 5,133 $ 6.02 Granted – – Exercised (1,180) 5.98 Expired or cancelled – – Outstanding at March 31, 2024 3,953 $ 6.03 The following summarizes information about options outstanding and exercisable at December 31, 2023 and March 31, 2024: Options Outstanding and Exercisable Exercise Price Total Outstanding Weighted Average Remaining Life (Years) Weighted Average Exercise Price Total Exercisable December 31, 2023 $ 6.28 5,133 5.0 $ 6.02 5,133 March 31, 2024 $ 6.28 3,953 5.0 $ 6.03 3,953 The intrinsic value of these options on March 31, 2024 and December 31, 2023 was $27.19 and $29.24, respectively. The Company received cash payments of $6,739 from the exercise of options under the Stock Option Plan in the three months ended March 31, 2024. The Company did not record any compensation costs related to stock options during the three months ended March 31, 2024. As of March 31, 2024, there is no unrecognized compensation costs related to non-vested share-based compensation arrangements granted under the Stock Option Plan. The remaining unexercised shares are from substantive options in which the non-recourse notes may be pre-paid, therefore the Company recognized the total calculated compensation expense at the time of issuance. Stock Bonus Plan Effective May 11, 2021, the Company established the Bowman Consulting Group Ltd. 2021 Omnibus Equity Incentive Plan (“the Plan”). The Plan is administered by the Board through which they can issue restricted stock awards. As of March 31, 2024, 4,883,271 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 three months ended March 31, 2024, the Board granted 88,309 shares of restricted stock under the Plan. The shares have a vesting period of up to four years during which there are certain restrictions as described in the Plan and Stock Bonus Agreements. The grant date fair value of the award is the closing price of the shares on such date, or if there are no sales on such date, on the next preceding day on which there were sales. Effective April 2003, the Company adopted the Bowman Consulting Group Ltd. Stock Bonus Plan (“the Stock Bonus Plan”), which allowed for the awarding of restricted stock to employees. The Stock Bonus Plan was superseded by the Bowman Consulting Group Ltd. 2021 Omnibus Equity Incentive Plan except that the Stock Bonus Plan shall remain in effect with respect to awards granted under it until such awards have been forfeited or fully vested. During the three months ended March 31, 2024 no new restricted stock awards were granted under the Stock Bonus Plan. The following table summarizes the activity of restricted shares subject to forfeiture: Number of shares Weighted Average Grant Price Outstanding at January 1, 2024 1,719,619 18.78 Granted 88,309 35.65 Vested (350,684) 19.47 Cancelled (22,855) 18.75 Outstanding at March 31, 2024 1,434,389 19.73 On November 10, 2021 the Company’s Board adopted the 2021 Executive Officers Long Term Incentive Plan (the “Officers LTIP”). The Officers LTIP is established under the Plan and is subject to the terms and conditions thereof. The purpose of this plan is to attract, retain and motivate key officers and employees through the grant of equity-based awards that reward Company performance over a period greater than one year and align their interests with long-term stockholder value. During the three months ended March 31, 2024, the compensation committee approved the grants of 137,421 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 9, 2024 to December 31, 2026. 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, 2024 693,139 16.49 Granted 137,421 25.52 Vested (260,842) 13.81 Cancelled – – Outstanding at March 31, 2024 569,718 19.90 The Company recognizes forfeitures as they occur. As of March 31, 2024, the Company had 2,004,107 shares underlying unvested stock awards that vest between April 1, 2024 and December 31, 2027. The future expense of the unvested awards for the remainder of 2024 and succeeding years is as follows (in thousands): 2024 $ 13,151 2025 9,691 2026 2,993 2027 80 Total $ 25,915 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2024 | |
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. The Company recognizes a right-of-use asset and lease liability for its operating leases at the commencement date equal to the present value of the contractual minimum lease payments over the lease term. The present value is calculated using the rate implicit in the lease, if known, or the Company's incremental borrowing rate. The discount rate used for operating leases is primarily determined based on an analysis of the Company's borrowing rate, while the discount rate used for finance leases is primarily determined by the rate specified in the lease. 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 condensed 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 balance sheet information related to leases: As of As of (Amounts in thousands) Balance Sheet Classification March 31, 2024 December 31, 2023 Assets: Operating lease assets Operating lease, right-of-use assets $ 40,236 $ 40,743 Finance lease assets Property and equipment, net $ 20,559 $ 19,543 Total lease assets $ 60,795 $ 60,286 Liabilities: Current: Operating lease liabilities Operating lease obligation, current portion $ (9,567) $ (9,016) Finance lease liabilities Finance lease obligation, current portion $ (7,271) $ (6,586) Total current lease liabilities $ (16,838) $ (15,602) Non-current: Operating lease liabilities Operating lease obligation, less current portion $ (36,659) $ (37,660) Finance lease liabilities Finance lease obligation, less current portion $ (14,987) $ (14,408) Total non-current lease liabilities $ (51,646) $ (52,068) The following tables present selected financial information: Three Months Ended (Amounts in thousands) March 31, 2024 March 31, 2023 Operating lease cost Amortization of right-of-use assets $ 3,088 $ 2,484 Finance lease cost: Amortization of right-of-use assets 1,964 1,670 Interest on lease liabilities 364 356 Sublease Income (27) – Total lease cost $ 5,389 $ 4,510 Three Months Ended (Amounts in thousands) March 31, 2024 March 31, 2023 Cash paid for amounts included in the measurements of lease liabilities Operating cash flows from operating leases $ 3,021 $ 1,847 Operating cash flows from finance leases 364 355 Financing cash flows from finance leases 1,716 1,687 Right-of-use assets obtained in exchange for new operating leases 1,772 2,921 Right-of-use assets obtained in exchange for new finance leases 3,002 2,964 As of As of March 31, 2024 December 31, 2023 Weighted average remaining lease term (in years): Operating leases 5.08 5.28 Finance leases 2.69 2.73 Weighted average discount rates: Operating leases 6.9 % 7.1 % Finance leases 7.2 % 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 2024 (nine months remaining) $ 9,217 $ 6,487 2025 11,402 8,211 2026 9,772 4,765 2027 8,557 1,583 2028 7,764 156 Thereafter 8,130 – Total lease payments $ 54,842 $ 21,202 Less: Amounts representing interest $ (8,787) $ (2,439) Total lease liabilities $ 46,055 $ 18,763 The above table is inclusive of $0.2 million sub-lease income associated with the $46.2 million total liability of operating leases as presented on the condensed consolidated balance sheet. The above table is exclusive of the $3.5 million purchase price associated with the $22.3 million total liability of finance leases as presented on the condensed consolidated balance sheet. |
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. The Company recognizes a right-of-use asset and lease liability for its operating leases at the commencement date equal to the present value of the contractual minimum lease payments over the lease term. The present value is calculated using the rate implicit in the lease, if known, or the Company's incremental borrowing rate. The discount rate used for operating leases is primarily determined based on an analysis of the Company's borrowing rate, while the discount rate used for finance leases is primarily determined by the rate specified in the lease. 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 condensed 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 balance sheet information related to leases: As of As of (Amounts in thousands) Balance Sheet Classification March 31, 2024 December 31, 2023 Assets: Operating lease assets Operating lease, right-of-use assets $ 40,236 $ 40,743 Finance lease assets Property and equipment, net $ 20,559 $ 19,543 Total lease assets $ 60,795 $ 60,286 Liabilities: Current: Operating lease liabilities Operating lease obligation, current portion $ (9,567) $ (9,016) Finance lease liabilities Finance lease obligation, current portion $ (7,271) $ (6,586) Total current lease liabilities $ (16,838) $ (15,602) Non-current: Operating lease liabilities Operating lease obligation, less current portion $ (36,659) $ (37,660) Finance lease liabilities Finance lease obligation, less current portion $ (14,987) $ (14,408) Total non-current lease liabilities $ (51,646) $ (52,068) The following tables present selected financial information: Three Months Ended (Amounts in thousands) March 31, 2024 March 31, 2023 Operating lease cost Amortization of right-of-use assets $ 3,088 $ 2,484 Finance lease cost: Amortization of right-of-use assets 1,964 1,670 Interest on lease liabilities 364 356 Sublease Income (27) – Total lease cost $ 5,389 $ 4,510 Three Months Ended (Amounts in thousands) March 31, 2024 March 31, 2023 Cash paid for amounts included in the measurements of lease liabilities Operating cash flows from operating leases $ 3,021 $ 1,847 Operating cash flows from finance leases 364 355 Financing cash flows from finance leases 1,716 1,687 Right-of-use assets obtained in exchange for new operating leases 1,772 2,921 Right-of-use assets obtained in exchange for new finance leases 3,002 2,964 As of As of March 31, 2024 December 31, 2023 Weighted average remaining lease term (in years): Operating leases 5.08 5.28 Finance leases 2.69 2.73 Weighted average discount rates: Operating leases 6.9 % 7.1 % Finance leases 7.2 % 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 2024 (nine months remaining) $ 9,217 $ 6,487 2025 11,402 8,211 2026 9,772 4,765 2027 8,557 1,583 2028 7,764 156 Thereafter 8,130 – Total lease payments $ 54,842 $ 21,202 Less: Amounts representing interest $ (8,787) $ (2,439) Total lease liabilities $ 46,055 $ 18,763 The above table is inclusive of $0.2 million sub-lease income associated with the $46.2 million total liability of operating leases as presented on the condensed consolidated balance sheet. The above table is exclusive of the $3.5 million purchase price associated with the $22.3 million total liability of finance leases as presented on the condensed consolidated balance sheet. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On April 1, 2024, the Company closed on an offering of common stock in which it issued and sold 1,323,530 shares at an offering price of $34.00 per share, resulting in net proceeds of $42.0 million after deducting underwriting discounts and commissions, but before expenses of the offering. On April 1, 2024, the underwriters exercised their option to purchase an additional 179,412 shares of the Company’s common stock at the public offering price, resulting in additional gross proceeds of approximately $6.1 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 1,502,942 shares with total gross proceeds of approximately $51.1 million. The exercise of the over-allotment option closed on April 1, 2024, at which time the Company received net proceeds of $5.7 million after underwriting discounts and commissions. On April 4, 2024, the Company completed the acquisition of Surdex Corporation pursuant to the Merger Agreement, dated April 2, 2024 (the “Agreement”), among the Company, Surdex Corporation and its Shareholders. The aggregate consideration was approximately $44 million which consisted of cash, common stock and promissory note, subject to adjustment. On May 2, 2024 the Company and certain of its subsidiaries as guarantors entered into a new $100 million credit agreement with lenders, Bank of America N.A, as Administrative Agent, the Swingline Lender and L/C Issuer, and TD Bank, N.A. as syndication agent (the “New Credit Agreement”). The New Credit Agreement replaces the Company’s existing $70.0 million Revolving Credit Facility with Bank of America and its non-revolving fixed line of credit with Bank of America. The New Credit Agreement has a term of 5 years and matures May 2, 2029. On May 3, 2024 Surdex entered into an Aircraft Loan and Security Agreement with Wingspire Equipment Finance LLC, and the Company as Guarantor, pursuant to which Surdex received a loan in the amount of approximately $6.2 million secured by certain aircraft. In addition, on May 3, 2024, pursuant to its master lease facility with Honour Capital LLC the Company received approximately $4.7 million in connection with the financing of cameras and equipment of Surdex. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements and footnotes of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and applicable regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial information. In the opinion of management, the interim financial information includes all adjustments of a normal recurring nature necessary for a fair presentation of the results of operations, financial position, changes in shareholders’ equity and cash flows. The results of operations for the current period are not necessarily indicative of the results for the full year or the results for any future periods. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related footnotes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on March 12, 2024. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Emerging Growth Company | Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act (“JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934 (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is either not an emerging |
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) which represents a reasonable measure of progress towards the satisfaction of a performance 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 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 March 31, 2024 and December 31, 2023. 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. |
Allowance for Doubtful Accounts and Expected Credit Losses | Allowance for Doubtful Accounts and Expected Credit Losses |
Use of Estimates | Use of Estimates |
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. |
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 March 31, 2024 and December 31, 2023: • 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: (in thousands) For the Three Months Ended March 31, 2024 For the Year Ended December 31, 2023 Balance at beginning of period $ 10,567 $ 487 Fair value of contingent consideration issuances 174 10,379 Change in fair value of contingent consideration (96) (299) Settlement of contingent consideration – – Balance at end of period $ 10,645 $ 10,567 The change in fair value consideration is included in Other Expense in the Condensed Consolidated Income Statement. |
Income Taxes | Income Taxes The Company recognizes deferred income tax assets or liabilities for expected future tax consequences of events recognized in the condensed consolidated financial statements or tax returns. Under this method, deferred income tax assets or liabilities are determined based upon the difference between the financial statement and income tax bases of assets and liabilities using enacted tax rates expected to apply when the differences settle or become realized. Valuation allowances are provided when it is more likely than not that a deferred tax asset is not realizable or recoverable in the future. As of March 31, 2024, no valuation allowances are required, and all deferred tax assets are realizable. The Company assesses uncertain tax positions to determine whether the position will more likely than not be sustained upon examination by the Internal Revenue Service 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. 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, we have established a $47.9 million uncertain tax position related to capitalized and amortizable research and development ("R&D") costs as of the three-month period ended March 31, 2024. 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 three months ended March 31, 2024 and 2023 was 68.9% and (65.9)%, respectively. The change in the Company’s effective tax rate is predominantly due to changes in the estimated annual effective tax rate. The most prominent factors include a decrease in projected R&D credits generated for 2024, a change in the projected limitations of the deductible executive compensation for 2024, and an overall reduction in forecasted income for 2024 relative to 2023. With respect to the projected R&D credit, the Company anticipates the 2024 generated R&D credit to be $3.0 million as of March 31, 2024, as compared to the projected R&D credit to be generated of $3.8 million as of March 31, 2023. Similarly, the Company anticipates the annual projected limitation on the deductibility of executive compensation to be $13.8 million for 2024 as compared to $2.4 million for 2023. These factors as well as the forecasted change in book income predominantly resulted in the change in the estimated annual effective tax rate. Further, the Company also recognized net discrete benefits of $1.2 million for the three months ended March 31, 2024, as compared to net discrete benefit of $0.1 million for the three months ended March 31, 2023. The net discrete benefits are predominantly the result of a windfall tax benefit for restricted stock awards, penalties and interest recorded for uncertain tax positions, and other non-recurring adjustments. More specifically, the windfall tax adjustment for restricted stock awards recognized at a value higher than the grant date fair value is $2.5 million for the three months ended March 31, 2024, and $0.3 million for the three months ended March 31, 2023. Penalties and interest accrued for uncertain tax positions is $1.3 million for the three months ended March 31, 2024, and $0.1 million for the three months ended March 31, 2023. These factors increased the rate by 24.2% for the three months ended March 31, 2024, and reduced the rate by 11.6% for the three months ended March 31, 2023. 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 condensed 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 would have a material effect on its condensed consolidated financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Summary of Change in Contingent Consideration | The following is a summary of change in contingent consideration: (in thousands) For the Three Months Ended March 31, 2024 For the Year Ended December 31, 2023 Balance at beginning of period $ 10,567 $ 487 Fair value of contingent consideration issuances 174 10,379 Change in fair value of contingent consideration (96) (299) Settlement of contingent consideration – – Balance at end of period $ 10,645 $ 10,567 |
(Loss) Earnings Per Share and_2
(Loss) Earnings Per Share and Certain Related Information (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 (loss) income and weighted average shares outstanding for the calculation of basic and diluted (loss) earnings per share for the three months ended March 31, 2024 and 2023 (in thousands, except share data): For the Three Months Ended March 31, 2024 2023 Numerator Net (loss) income $ (1,558) $ 537 Earnings allocated to non-vested shares – 69 Subtotal $ (1,558) $ 468 Denominator Weighted average common shares outstanding 13,827,728 11,800,308 Effect of dilutive nominal options – – Effect of dilutive contingently earned shares – 869,273 Dilutive average shares outstanding 13,827,728 12,669,581 Basic (loss) earnings per share $ (0.11) $ 0.04 Dilutive (loss) earnings per share $ (0.11) $ 0.04 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Business Combination and Asset Acquisition [Abstract] | |
Summary of Changes in Preliminary Calculations of the Fair Values of Assets Acquired and Liabilities Assumed | The purchase price allocations at fair value, for 2024 and 2023 acquisitions as of March 31, 2024 and December 31, 2023 are presented below: (in thousands) 2024 2023 Assets: Accounts receivable, net $ 865 $ 10,112 Contract assets 1,002 6,334 Prepaid and other current assets 54 361 Property and equipment, net 362 1,952 Operating lease, right-of-use assets 635 7,078 Goodwill 5,873 43,784 Other intangible assets 2,570 27,361 Other assets - non-current – 44 Total assets acquired: $ 11,361 $ 97,026 Liabilities: Accounts payable and accrued liabilities, current portion $ 372 $ 3,228 Contract liabilities 1,437 4,891 Other non-current obligations 2,284 24,222 Operating lease obligation, less current portion 635 7,078 Deferred tax liability – 5,787 Total liabilities assumed: $ 4,728 $ 45,206 Net assets acquired: $ 6,633 $ 51,820 Cash flow reconciling items: Issuance of common stock as partial consideration $ (3,605) $ (26,133) Cash paid for acquisitions, net of cash acquired $ 3,028 $ 25,687 The following table summarizes the preliminary purchase price allocation at fair value for identifiable intangible assets acquired in 2024 and 2023: 2024 Weighted-Average Life 2023 Weighted-Average Life Customer relationships $ 1,790 8.88 $ 20,050 10.45 Contract rights 780 0.94 6,980 1.18 Favorable leaseholds - n/a 331 7.76 Total $ 2,570 $ 27,361 |
Summary of Unaudited Pro Forma Results | 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 Three Months Ended March 31, 2024 March 31, 2023 Gross Contract Revenue 2 $ 92,217 $ 89,698 Pre-tax Net Loss $ (5,745) $ (648) 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) | 3 Months Ended |
Mar. 31, 2024 | |
Disaggregation of Revenue [Abstract] | |
Summary of Disaggregated Revenues by Contract Type | Disaggregated revenues by contract type were as follows (in thousands): For the Three Months Ended March 31, 2024 2023 Fixed fee $ 85,124 89.7 % $ 68,245 89.7 % Time-and-materials 9,783 10.3 % 7,855 10.3 % Gross contract revenue $ 94,907 100.0 % $ 76,100 100.0 % |
Contracts in Progress (Tables)
Contracts in Progress (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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): March 31, 2024 December 31, 2023 Costs incurred on uncompleted contracts $ 362,065 $ 359,509 Estimated contract earnings in excess of costs incurred 539,446 541,851 Estimated contract earnings to date 901,511 901,360 Less: billed to date (872,793) (875,321) Net contract assets $ 28,718 $ 26,039 |
Notes Receivable (Tables)
Notes Receivable (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Receivables [Abstract] | |
Summary of Notes Receivable | The Company has unsecured notes receivable from related parties, certain non-executive officers of the Company and an unrelated third party. The following is a summary of these notes receivable (in thousands): March 31, 2024 December 31, 2023 Officers, employees and affiliated entities - Interest accrues annually at rates ranging from 0.0% - 5.5%. The notes receivable mature through January 2026. $ 2,297 $ 2,318 Unrelated third party - Currently no interest is being accrued on this note. The note receivable matures in December 2025. 1 903 903 Total: 3,200 3,221 Less: current portion Officers, employees and affiliates (1,181) (1,199) Noncurrent portion $ 2,019 $ 2,022 1 Notes initiated prior to the Company's initial public offering. |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment for Fixed Assets | Property and equipment for fixed assets are as follows (in thousands): March 31, 2024 December 31, 2023 Computer equipment $ 2,314 $ 2,321 Survey equipment 5,828 5,711 Vehicles 2,351 2,127 Furniture and fixtures 2,525 2,498 Leasehold improvements 9,101 8,870 Software 396 389 Fixed assets pending lease financing 1 536 960 Total: 23,051 22,876 Less: accumulated depreciation (15,488) (14,818) Property and Equipment, net of finance leased assets $ 7,563 $ 8,058 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): March 31, 2024 December 31, 2023 Equipment $ 23,132 $ 20,435 Vehicles 8,409 8,540 Total: 31,541 28,975 Less: accumulated amortization on leased assets (10,982) (9,432) Finance Leased Assets, net $ 20,559 $ 19,543 |
Goodwill (Tables)
Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Goodwill Resulting From Business Acquisitions | Changes in the carrying amount of goodwill were as follows (in thousands): Goodwill Balance as of December 31, 2023 $ 96,393 2024 Acquisitions - additions 5,873 2023 Acquisitions - adjustments 272 Balance as of March 31, 2024 $ 102,538 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Intangible Assets [Abstract] | |
Summary of Total Intangible Assets | Total intangible assets consisted of the following at March 31, 2024 and December 31, 2023 (in thousands): March 31, 2024 December 31, 2023 Gross Amount Accumulated Net Balance Gross Amount Accumulated Net Balance Customer relationships $ 45,434 $ (6,786) $ 38,648 $ 43,644 $ (5,643) $ 38,001 Contract rights 15,042 (10,214) 4,828 14,261 (8,036) 6,225 Leasehold 518 (124) 394 518 (105) 413 Domain name 281 – 281 281 – 281 Licensing rights 1,374 – 1,374 1,374 – 1,374 Total $ 62,649 $ (17,124) $ 45,525 $ 60,078 $ (13,784) $ 46,294 |
Summary of Weighted Average Useful Lives of Intangible Assets by Asset Class Used for Straight-line Expense Purposes | The following table summarizes the weighted average useful lives of intangible assets by asset class used for straight-line expense purposes: March 31, 2024 December 31, 2023 Customer relationships 10.72 11.27 Contract rights 1.79 1.84 Leasehold 7.86 7.86 |
Summary of Future amortization | Future amortization for the remainder of 2024 and for the succeeding years is as follows (in thousands): 2024 7,737 2025 5,185 2026 4,618 2027 4,445 2028 4,009 Thereafter 17,876 Total $ 43,870 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Instruments [Abstract] | |
Schedule of Notes Payable | Notes payable consist of the following (in thousands): March 31, 2024 December 31, 2023 Related parties: 1 Shareholders and Owners of Acquired Entities - Interest accrues annually at rates ranging from 3.25% - 11.00% annually. The notes payable mature on various dates through February 2027. 20,501 21,663 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. 5,959 6,631 Unrelated third parties: Note payable for purchase of software and vehicles 18 130 Fixed line notes payable - see note 11 295 344 Discounts on notes payable issued as consideration in acquisitions: 1 Shareholders and Owners of acquired entities (924) (1,041) Total 25,849 27,727 Less: current portion (13,672) (13,989) Noncurrent portion $ 12,177 $ 13,738 1 Includes notes payable to all owners irrespective of current relationship with the Company |
Schedule of Future Principal Payments on Notes Payable | Future principal payments on notes payable for remainder of 2024 and succeeding years are as follows (in thousands): 2024 $ 11,457 2025 9,494 2026 4,781 2027 1,041 Total $ 26,773 |
Pension and Post-retirement B_2
Pension and Post-retirement Benefit Obligations (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Postemployment Benefits [Abstract] | |
Schedule of Net Periodic Benefit Costs | The following table details the components of net periodic benefit costs for the Company's pension plan for the three months ended March 31, 2024 and 2023: For the Three Months Ended March 31, (Amounts in thousands) 2024 2023 Components of net periodic benefit cost: Service costs $ 10 $ 11 Interest costs 64 68 Amortization of net gain (11) (11) Net periodic benefit cost $ 63 $ 68 |
Employee Stock Purchase and S_2
Employee Stock Purchase and Stock Incentive Plans (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 ESPP for the three months ended March 31, 2024 (in thousands, except share data): March 31, 2024 Total purchase price paid by employees for shares sold $ 466 Number of shares sold 15,099 |
Summary of Status of Stock Options Exercised, Including Substantive Options and Information about Options Outstanding and Exercisable | A summary of the status of stock options exercised, including the substantive options discussed in Note 3, is as follows: Number of shares Weighted Average Exercise Price Outstanding at December 31, 2023 5,133 $ 6.02 Granted – – Exercised (1,180) 5.98 Expired or cancelled – – Outstanding at March 31, 2024 3,953 $ 6.03 The following summarizes information about options outstanding and exercisable at December 31, 2023 and March 31, 2024: Options Outstanding and Exercisable Exercise Price Total Outstanding Weighted Average Remaining Life (Years) Weighted Average Exercise Price Total Exercisable December 31, 2023 $ 6.28 5,133 5.0 $ 6.02 5,133 March 31, 2024 $ 6.28 3,953 5.0 $ 6.03 3,953 |
Summary of Activity of Restricted Shares Subject to Forfeiture | The following table summarizes the activity of restricted shares subject to forfeiture: Number of shares Weighted Average Grant Price Outstanding at January 1, 2024 1,719,619 18.78 Granted 88,309 35.65 Vested (350,684) 19.47 Cancelled (22,855) 18.75 Outstanding at March 31, 2024 1,434,389 19.73 |
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, 2024 693,139 16.49 Granted 137,421 25.52 Vested (260,842) 13.81 Cancelled – – Outstanding at March 31, 2024 569,718 19.90 |
Summary of Future Expense of Unvested Awards | The future expense of the unvested awards for the remainder of 2024 and succeeding years is as follows (in thousands): 2024 $ 13,151 2025 9,691 2026 2,993 2027 80 Total $ 25,915 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Supplemental Balance Sheet Information | The following tables present our balance sheet information related to leases: As of As of (Amounts in thousands) Balance Sheet Classification March 31, 2024 December 31, 2023 Assets: Operating lease assets Operating lease, right-of-use assets $ 40,236 $ 40,743 Finance lease assets Property and equipment, net $ 20,559 $ 19,543 Total lease assets $ 60,795 $ 60,286 Liabilities: Current: Operating lease liabilities Operating lease obligation, current portion $ (9,567) $ (9,016) Finance lease liabilities Finance lease obligation, current portion $ (7,271) $ (6,586) Total current lease liabilities $ (16,838) $ (15,602) Non-current: Operating lease liabilities Operating lease obligation, less current portion $ (36,659) $ (37,660) Finance lease liabilities Finance lease obligation, less current portion $ (14,987) $ (14,408) Total non-current lease liabilities $ (51,646) $ (52,068) |
Schedule of Selected Financial Information | The following tables present selected financial information: Three Months Ended (Amounts in thousands) March 31, 2024 March 31, 2023 Operating lease cost Amortization of right-of-use assets $ 3,088 $ 2,484 Finance lease cost: Amortization of right-of-use assets 1,964 1,670 Interest on lease liabilities 364 356 Sublease Income (27) – Total lease cost $ 5,389 $ 4,510 Three Months Ended (Amounts in thousands) March 31, 2024 March 31, 2023 Cash paid for amounts included in the measurements of lease liabilities Operating cash flows from operating leases $ 3,021 $ 1,847 Operating cash flows from finance leases 364 355 Financing cash flows from finance leases 1,716 1,687 Right-of-use assets obtained in exchange for new operating leases 1,772 2,921 Right-of-use assets obtained in exchange for new finance leases 3,002 2,964 As of As of March 31, 2024 December 31, 2023 Weighted average remaining lease term (in years): Operating leases 5.08 5.28 Finance leases 2.69 2.73 Weighted average discount rates: Operating leases 6.9 % 7.1 % Finance leases 7.2 % 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 2024 (nine months remaining) $ 9,217 $ 6,487 2025 11,402 8,211 2026 9,772 4,765 2027 8,557 1,583 2028 7,764 156 Thereafter 8,130 – Total lease payments $ 54,842 $ 21,202 Less: Amounts representing interest $ (8,787) $ (2,439) Total lease liabilities $ 46,055 $ 18,763 |
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 2024 (nine months remaining) $ 9,217 $ 6,487 2025 11,402 8,211 2026 9,772 4,765 2027 8,557 1,583 2028 7,764 156 Thereafter 8,130 – Total lease payments $ 54,842 $ 21,202 Less: Amounts representing interest $ (8,787) $ (2,439) Total lease liabilities $ 46,055 $ 18,763 |
Nature of Business and Basis _2
Nature of Business and Basis of Presentation - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2024 office | |
United States | |
Nature Of Business And Basis Of Presentation [Line Items] | |
Number of offices | 90 |
MEXICO | |
Nature Of Business And Basis Of Presentation [Line Items] | |
Number of offices | 2 |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Details) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 USD ($) segment | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Accounting Policies [Abstract] | |||
Long term contract billing term | 30 days | ||
Allowance for expected credit losses | $ 2.5 | $ 2.2 | |
Uncertain tax position | $ 47.9 | ||
Effective tax rate | 68.90% | (65.90%) | |
R&D credit | $ 3 | $ 3.8 | |
Annual projected limitation on deductibility of executive compensation | 13.8 | 2.4 | |
Net discrete benefits | 1.2 | 0.1 | |
Windfall tax adjustment for restricted stock awards | 2.5 | 0.3 | |
Penalties and interest accrued for uncertain tax positions | $ 1.3 | $ 0.1 | |
Income tax rate reduction | 24.20% | 11.60% | |
Number of operating segment | segment | 1 |
Significant Accounting Polici_5
Significant Accounting Policies - Summary of Change in Contingent Consideration (Details) - Contingent Consideration - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning of period | $ 10,567 | $ 487 |
Fair value of contingent consideration issuances | 174 | 10,379 |
Change in fair value of contingent consideration | (96) | (299) |
Settlement of contingent consideration | 0 | 0 |
Balance at end of period | $ 10,645 | $ 10,567 |
(Loss) Earnings Per Share and_3
(Loss) Earnings Per Share and Certain Related Information - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Nov. 17, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Non-vested restricted shares (in shares) | 1,431,607 | 1,750,268 | |
Substantive options shares (in shares) | 4,791 | 9,690 | |
Remaining amount authorized | $ 10 | ||
2023 Repurchase Authorization | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Amount authorized | $ 10 |
(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 | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Earnings Per Share [Abstract] | ||
Net (loss) income | $ (1,558) | $ 537 |
Earnings allocated to non-vested shares | 0 | 69 |
Subtotal | $ (1,558) | $ 468 |
Weighted average common shares outstanding (in shares) | 13,827,728 | 11,800,308 |
Effect of dilutive nominal options (in shares) | 0 | 0 |
Effect of dilutive contingently earned shares (in shares) | 0 | 869,273 |
Dilutive average shares outstanding (in shares) | 13,827,728 | 12,669,581 |
Basic (loss) earnings per share (in dollars per share) | $ (0.11) | $ 0.04 |
Dilutive (loss) earnings per share (in dollars per share) | $ (0.11) | $ 0.04 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 USD ($) acquisition | Dec. 31, 2023 USD ($) acquisition | Mar. 31, 2023 USD ($) | |
Business Acquisition [Line Items] | |||
Measurement period increase to other non-current obligations | $ 0.3 | ||
Series of Individually Immaterial Business Acquisitions | |||
Business Acquisition [Line Items] | |||
Number of businesses acquired | acquisition | 2 | 11 | |
Total consideration paid | $ 8.9 | $ 75.7 | |
Acquisition including contingent consideration | acquisition | 1 | 6 | |
Acquisition related expenses | $ 0.5 | $ 0.5 | |
Measurement period adjustment to goodwill | 0.3 | ||
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 life of intangibles | 2 years | ||
Series of Individually Immaterial Business Acquisitions | Minimum | Promissory Note | |||
Business Acquisition [Line Items] | |||
Promissory note interest rate | 5% | 5% | |
Series of Individually Immaterial Business Acquisitions | Minimum | Convertible Notes Payable | |||
Business Acquisition [Line Items] | |||
Promissory note interest rate | 7% | ||
Series of Individually Immaterial Business Acquisitions | Maximum | |||
Business Acquisition [Line Items] | |||
Liability to contingent consideration | $ 0.5 | $ 3 | |
Series of Individually Immaterial Business Acquisitions | Maximum | Customer relationships | |||
Business Acquisition [Line Items] | |||
Estimated useful life of intangibles | 13 years | ||
Series of Individually Immaterial Business Acquisitions | Maximum | Promissory Note | |||
Business Acquisition [Line Items] | |||
Promissory note interest rate | 6.75% | 11% | |
Series of Individually Immaterial Business Acquisitions | Maximum | Convertible Notes Payable | |||
Business Acquisition [Line Items] | |||
Promissory note interest rate | 8% |
Acquisitions - Summary of Chang
Acquisitions - Summary of Changes in Preliminary Calculations of the Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Assets: | |||
Goodwill | $ 102,538 | $ 96,393 | |
Cash flow reconciling items: | |||
Cash paid for acquisitions, net of cash acquired | 3,027 | $ 0 | |
Series of Individually Immaterial Business Acquisitions | |||
Assets: | |||
Accounts receivable, net | 865 | 10,112 | |
Contract assets | 1,002 | 6,334 | |
Prepaid and other current assets | 54 | 361 | |
Property and equipment, net | 362 | 1,952 | |
Operating lease, right-of-use assets | 635 | 7,078 | |
Goodwill | 5,873 | 43,784 | |
Other intangible assets | 2,570 | 27,361 | |
Other assets - non-current | 0 | 44 | |
Total assets acquired: | 11,361 | 97,026 | |
Liabilities: | |||
Accounts payable and accrued liabilities, current portion | 372 | 3,228 | |
Contract liabilities | 1,437 | 4,891 | |
Other non-current obligations | 2,284 | 24,222 | |
Operating lease obligation, less current portion | 635 | 7,078 | |
Deferred tax liability | 0 | 5,787 | |
Total liabilities assumed: | 4,728 | 45,206 | |
Net assets acquired: | 6,633 | 51,820 | |
Cash flow reconciling items: | |||
Issuance of common stock as partial consideration | (3,605) | (26,133) | |
Cash paid for acquisitions, net of cash acquired | $ 3,028 | $ 25,687 |
Acquisitions - Summary of Preli
Acquisitions - Summary of Preliminary Purchase Price Allocation at Fair Value (Details) - Series of Individually Immaterial Business Acquisitions - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Business Acquisition [Line Items] | ||
Fair Value of Intangibles | $ 2,570 | $ 27,361 |
Customer relationships | ||
Business Acquisition [Line Items] | ||
Fair Value of Intangibles | $ 1,790 | $ 20,050 |
Weighted-Average Life | 8 years 10 months 17 days | 10 years 5 months 12 days |
Contract rights | ||
Business Acquisition [Line Items] | ||
Fair Value of Intangibles | $ 780 | $ 6,980 |
Weighted-Average Life | 11 months 8 days | 1 year 2 months 4 days |
Favorable leaseholds | ||
Business Acquisition [Line Items] | ||
Fair Value of Intangibles | $ 0 | $ 331 |
Weighted-Average Life | 7 years 9 months 3 days |
Acquisitions - Unaudited Pro Fo
Acquisitions - Unaudited Pro Forma Results (Details) - Series of Individually Immaterial Business Acquisitions - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Business Acquisition [Line Items] | ||
Gross Contract Revenue | $ 92,217 | $ 89,698 |
Pre-tax Net Loss | $ (5,745) | $ (648) |
Disaggregation of Revenue and_3
Disaggregation of Revenue and Contract Balances - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue from contracts classified as lump sum | 89.70% | 89.70% |
Revenue from exclusively time and material contracts | 10.30% | 10.30% |
Remaining performance obligations | $ 259.9 | |
Contract with customer, liability, revenue recognized | $ 2.6 | $ 2.6 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2024-04-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligations expects to recognize | 86.60% | |
Remaining performance obligations, expected satisfaction period | 12 months | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2025-04-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligations expects to recognize | 13.40% | |
Remaining performance obligations, expected satisfaction period | 24 months |
Disaggregation of Revenue and_4
Disaggregation of Revenue and Contract Balances - Summary of Disaggregated Revenues by Contract Type (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation Of Revenue [Line Items] | ||
Gross Contract Revenue | $ 94,907 | $ 76,100 |
Gross contract revenue, Percentage | 100% | 100% |
Fixed fee | ||
Disaggregation Of Revenue [Line Items] | ||
Gross Contract Revenue | $ 85,124 | $ 68,245 |
Gross contract revenue, Percentage | 89.70% | 89.70% |
Time-and-materials | ||
Disaggregation Of Revenue [Line Items] | ||
Gross Contract Revenue | $ 9,783 | $ 7,855 |
Gross contract revenue, Percentage | 10.30% | 10.30% |
Contracts in Progress - Summary
Contracts in Progress - Summary of Costs and Estimated Earnings on Contracts (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract] | ||
Costs incurred on uncompleted contracts | $ 362,065 | $ 359,509 |
Estimated contract earnings in excess of costs incurred | 539,446 | 541,851 |
Estimated contract earnings to date | 901,511 | 901,360 |
Less: billed to date | (872,793) | (875,321) |
Net contract assets | $ 28,718 | $ 26,039 |
Notes Receivable - Summary of N
Notes Receivable - Summary of Notes Receivable (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
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 2023 | $ 903 | $ 903 |
Less: current portion | ||
Officers, employees and affiliates | (1,181) | (1,199) |
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. | 2,297 | 2,318 |
Unrelated third party - Currently no interest is being accrued on this note. The note receivable matures in December 2023 | 903 | 903 |
Total: | 3,200 | 3,221 |
Less: current portion | ||
Officers, employees and affiliates | (1,181) | (1,199) |
Noncurrent portion | $ 2,019 | $ 2,022 |
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, Unrelated Third Party | ||
Less: current portion | ||
Notes receivable, interest | 0% |
Notes Receivable - Additional I
Notes Receivable - Additional Information (Details) - Unsecured Notes Receivable | 3 Months Ended |
Mar. 31, 2024 | |
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 | Mar. 31, 2024 | Dec. 31, 2023 |
Property Plant And Equipment [Line Items] | ||
Total: | $ 23,051 | $ 22,876 |
Less: accumulated depreciation | (15,488) | (14,818) |
Property and Equipment, net of finance leased assets | 7,563 | 8,058 |
Computer equipment | ||
Property Plant And Equipment [Line Items] | ||
Total: | 2,314 | 2,321 |
Survey equipment | ||
Property Plant And Equipment [Line Items] | ||
Total: | 5,828 | 5,711 |
Vehicles | ||
Property Plant And Equipment [Line Items] | ||
Total: | 2,351 | 2,127 |
Furniture and fixtures | ||
Property Plant And Equipment [Line Items] | ||
Total: | 2,525 | 2,498 |
Leasehold improvements | ||
Property Plant And Equipment [Line Items] | ||
Total: | 9,101 | 8,870 |
Software | ||
Property Plant And Equipment [Line Items] | ||
Total: | 396 | 389 |
Fixed assets pending lease financing | ||
Property Plant And Equipment [Line Items] | ||
Total: | $ 536 | $ 960 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense for fixed assets | $ 700 | $ 500 |
Amortization of right-of-use assets | $ 1,964 | $ 1,670 |
Property and Equipment, Net -_2
Property and Equipment, Net - Summary of Property and Equipment for Capital Leased Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Property Plant And Equipment [Line Items] | ||
Total: | $ 31,541 | $ 28,975 |
Less: accumulated amortization on leased assets | (10,982) | (9,432) |
Finance lease assets | 20,559 | 19,543 |
Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total: | 23,132 | 20,435 |
Vehicles | ||
Property Plant And Equipment [Line Items] | ||
Total: | $ 8,409 | $ 8,540 |
Goodwill - Summary of Goodwill
Goodwill - Summary of Goodwill Resulting From Business Acquisitions (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Goodwill [Line Items] | |
Beginning balance | $ 96,393 |
Ending balance | 102,538 |
2024 Acquisitions | |
Goodwill [Line Items] | |
2024 Acquisitions - additions | 5,873 |
2023 Acquisitions | |
Goodwill [Line Items] | |
2023 Acquisitions - adjustments | $ 272 |
Intangible Assets - Summary of
Intangible Assets - Summary of Total Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Accumulated Amortization | $ (17,124) | $ (13,784) |
Net Balance | 43,870 | |
Indefinite-Lived Intangible Assets (Excluding Goodwill) [Abstract] | ||
Gross Amount | 62,649 | 60,078 |
Net Balance | 45,525 | 46,294 |
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 | 1,374 |
Customer relationships | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross Amount | 45,434 | 43,644 |
Accumulated Amortization | (6,786) | (5,643) |
Net Balance | 38,648 | 38,001 |
Contract rights | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross Amount | 15,042 | 14,261 |
Accumulated Amortization | (10,214) | (8,036) |
Net Balance | 4,828 | 6,225 |
Leasehold | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross Amount | 518 | 518 |
Accumulated Amortization | (124) | (105) |
Net Balance | $ 394 | $ 413 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Intangible Assets [Line Items] | ||
Amortization of intangible assets | $ 3,339 | $ 1,369 |
Domain name | ||
Intangible Assets [Line Items] | ||
Intangible assets acquired | 1,700 | |
Licensing rights | ||
Intangible Assets [Line Items] | ||
Intangible assets acquired | $ 1,700 |
Intangible Assets - Summary o_2
Intangible Assets - Summary of Weighted Average Useful Lives of Intangible Assets by Asset Class Used for Straight-line Expense Purposes (Details) | Mar. 31, 2024 | Dec. 31, 2023 |
Customer relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted average useful lives | 10 years 8 months 19 days | 11 years 3 months 7 days |
Contract rights | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted average useful lives | 1 year 9 months 14 days | 1 year 10 months 2 days |
Leasehold | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted average useful lives | 7 years 10 months 9 days | 7 years 10 months 9 days |
Intangible Assets - Summary o_3
Intangible Assets - Summary of Future amortization (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Intangible Assets [Abstract] | |
2023 | $ 7,737 |
2025 | 5,185 |
2026 | 4,618 |
2027 | 4,445 |
2028 | 4,009 |
Thereafter | 17,876 |
Net Balance | $ 43,870 |
Revolving Credit Facility and_2
Revolving Credit Facility and Fixed Credit Facility - Additional Information (Details) $ in Thousands | 3 Months Ended | |||||
Aug. 31, 2020 | Mar. 31, 2024 USD ($) facility | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | Aug. 02, 2023 USD ($) | Nov. 11, 2022 USD ($) | |
Revolving Credit Facility | ||||||
Line Of Credit Facility [Line Items] | ||||||
Line of credit maximum borrowing capacity | $ 70,000 | |||||
Revolving Credit Facility | Bank of America | ||||||
Line Of Credit Facility [Line Items] | ||||||
Number of credit facilities | facility | 1 | |||||
Line of credit interest rate | 9.60% | 9% | ||||
Line of credit outstanding amount | $ 47,300 | $ 45,300 | ||||
Line of credit maximum borrowing capacity | $ 50,000 | |||||
Line of credit interest expense | $ 1,100 | $ 8 | ||||
Non-Revolving Credit Facility | Bank of America | ||||||
Line Of Credit Facility [Line Items] | ||||||
Number of credit facilities | facility | 1 | |||||
Fixed Line 2 | Bank of America | ||||||
Line Of Credit Facility [Line Items] | ||||||
Line of credit outstanding amount | $ 300 | $ 300 | ||||
Line of credit remaining borrowing capacity | 0 | |||||
Line of credit frequency of principal payments description | sixty equal monthly installments | |||||
Fixed Line 2 | Bank of America | Notes Payable | ||||||
Line Of Credit Facility [Line Items] | ||||||
Line of credit maximum borrowing capacity | 1,000 | |||||
Line of Credit | Bank of America | ||||||
Line Of Credit Facility [Line Items] | ||||||
Line of credit interest expense | $ 6 | $ 4 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | |
Debt Instrument [Line Items] | ||||
Notes payable | $ 25,849 | $ 27,727 | ||
Less: current portion | (13,672) | (13,989) | ||
Notes payable, less current portion | $ 12,177 | 13,738 | ||
Notes Payable | Convertible Notes Payable | Minimum | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 4.75% | 4.75% | ||
Notes Payable | Convertible Notes Payable | Maximum | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 8% | 8% | ||
Notes Payable | Shareholders and Owners of Acquired Entity | Minimum | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 3.25% | 3.25% | ||
Notes Payable | Shareholders and Owners of Acquired Entity | Maximum | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 11% | 11% | ||
Interest Rate 3.25% - 11.00% | Shareholders and Owners of Acquired Entity | Related Party | ||||
Debt Instrument [Line Items] | ||||
Notes payable | $ 20,501 | 21,663 | ||
Interest Rate 4.75% - 7.00% | Convertible Notes Payable | Related Party | ||||
Debt Instrument [Line Items] | ||||
Notes payable | 5,959 | 6,631 | ||
Unrelated Third Parties | Purchase of Software and Vehicles | Nonrelated Party | ||||
Debt Instrument [Line Items] | ||||
Notes payable | 18 | 130 | ||
Unrelated Third Parties | Fixed Line | Nonrelated Party | ||||
Debt Instrument [Line Items] | ||||
Notes payable | 295 | 344 | ||
Related Parties | Shareholders and Owners of Acquired Entity | ||||
Debt Instrument [Line Items] | ||||
Discounts on notes payable issued as consideration in acquisitions: | $ (924) | $ (1,041) |
Notes Payable - Additional Info
Notes Payable - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |||||
Mar. 31, 2024 | Mar. 31, 2023 | Nov. 30, 2023 | Dec. 31, 2022 | Aug. 31, 2022 | Jul. 31, 2022 | |
Project Design Consultants, LLC (“PDC”) | Convertible Notes Payable | ||||||
Debt Instrument [Line Items] | ||||||
Promissory notes convertible to common stock | $ 4 | |||||
Promissory note interest rate | 4.75% | |||||
Price per share (in dollars per share) | $ 14 | |||||
Number of business days notice to the company | 10 days | |||||
Net proceeds from sale of common stock | $ 2 | |||||
Number of shares issued and sold (in shares) | 144,003 | |||||
Price per share (in dollars per share) | $ 14 | |||||
Anchor Consultants, LLC (“Anchor”) | Convertible Notes Payable | ||||||
Debt Instrument [Line Items] | ||||||
Promissory notes convertible to common stock | $ 1.1 | |||||
Promissory note interest rate | 5.50% | |||||
Price per share (in dollars per share) | $ 18 | |||||
H2H Geoscience Engineering, PLLC | Convertible Notes Payable | ||||||
Debt Instrument [Line Items] | ||||||
Promissory notes convertible to common stock | $ 1.6 | |||||
Promissory note interest rate | 7% | |||||
Price per share (in dollars per share) | $ 18 | |||||
High Mesa Consulting Group, Inc. | Convertible Notes Payable | ||||||
Debt Instrument [Line Items] | ||||||
Promissory notes convertible to common stock | $ 1.3 | |||||
Promissory note interest rate | 8% | |||||
Price per share (in dollars per share) | $ 28.13 | |||||
Notes Payable | ||||||
Debt Instrument [Line Items] | ||||||
Interest expense | $ 0.6 | $ 0.4 |
Notes Payable - Schedule of Fut
Notes Payable - Schedule of Future Principal Payments on Notes Payable (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Debt Instruments [Abstract] | |
2023 | $ 11,457 |
2025 | 9,494 |
2026 | 4,781 |
2027 | 1,041 |
Total | $ 26,773 |
Pension and Post-retirement B_3
Pension and Post-retirement Benefit Obligations - Net Periodic Benefit Costs (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Postemployment Benefits [Abstract] | ||
Service costs | $ 10,000 | $ 11,000 |
Interest costs | 64,000 | 68,000 |
Amortization of net gain | (11,000) | (11,000) |
Net periodic benefit cost | 63,000 | $ 68,000 |
Required minimum contributions for the pension plans | $ 0 | |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Interest Cost, Statement Of Income Or Comprehensive Income Extensible List Not Disclosed Flag | true | true |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Aug. 31, 2022 | |
Related Party Transaction [Line Items] | ||||
Accounts receivable | $ 95,975,000 | $ 87,565,000 | ||
Related Party | ||||
Related Party Transaction [Line Items] | ||||
Related party transactions due | 100,000 | 48,000 | ||
Related Party | 2015 Acquisition | ||||
Related Party Transaction [Line Items] | ||||
Related party transactions owed | 100,000 | 100,000 | ||
BCG Chantilly, LLC | Related Party | ||||
Related Party Transaction [Line Items] | ||||
Related party transactions owed | 0 | 0 | ||
Rent expense | 21,000 | $ 21,000 | ||
Bowman Lansdowne Development L L C | 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 Investments2010 L L C | 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 | 100,000 | 100,000 | ||
Received payments | 3,900 | 100,000 | ||
Administrative, Accounting and Project Management Services | ||||
Related Party Transaction [Line Items] | ||||
Related party transactions due | 17,000 | 16,000 | ||
Administrative, Accounting and Project Management Services | Related Party | ||||
Related Party Transaction [Line Items] | ||||
General and administrative expense | 11,000 | 15,000 | ||
Reimbursement Obligations | President, Chairman and Chief Executive Officer | ||||
Related Party Transaction [Line Items] | ||||
Related party transactions owed | $ 200,000 | 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 | $ 35,000 | $ 35,000 | ||
Sunrise Asset Management | ||||
Related Party Transaction [Line Items] | ||||
Ownership percentage | 100% |
Employee Stock Purchase and S_3
Employee Stock Purchase and Stock Incentive Plans - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Apr. 30, 2021 | Mar. 31, 2024 | Dec. 31, 2023 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
New option shares granted (in shares) | 0 | ||
Number of shares vested (in shares) | 2,004,107 | ||
Number of unvested stock awards vesting start date | Apr. 01, 2024 | ||
Number of unvested stock awards vesting end date | Dec. 31, 2027 | ||
Restricted Shares | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Options vesting period | 4 years | ||
Number of shares granted (in shares) | 88,309 | ||
Number of shares vested (in shares) | 350,684 | ||
Performance Based Stock Units | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of shares granted (in shares) | 137,421 | ||
Number of shares vested (in shares) | 260,842 | ||
Two Thousand Twenty One 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 | ||
Bowman Consulting Group Ltd. 2021 Omnibus Equity Incentive Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
New option shares granted (in shares) | 0 | ||
Intrinsic value per share of options (in dollars per share) | $ 27.19 | $ 29.24 | |
Cash payments received from exercise of options | $ 6,739 | ||
Compensation costs | 0 | ||
Unrecognized compensation costs | $ 0 | ||
Common stock authorized and reserved for issuance (in shares) | 4,883,271 | ||
Percentage of common stock reserve automatically increases | 5% | ||
Bowman Consulting Group Ltd. 2021 Omnibus Equity Incentive Plan | Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Options vesting period | 2 years | ||
Bowman Consulting Group Ltd. 2021 Omnibus Equity Incentive Plan | Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Options vesting period | 5 years | ||
Bowman Consulting Group Ltd. Stock Bonus Plan | Restricted Shares | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of shares granted (in shares) | 0 | ||
2021 Executive Officers Long Term Incentive Plan | Performance Based Stock Units | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Options vesting period | 2 years 10 months 28 days | ||
Number of shares granted (in shares) | 137,421 |
Employee Stock Purchase and S_4
Employee Stock Purchase and Stock Incentive Plans - Schedule of Stock Issuance Activity Under Employee Stock Purchase Plan (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | ||
Total purchase price paid by employees for shares sold | $ 466 | $ 383 |
Number of shares sold (in shares) | 15,099 |
Employee Stock Purchase and S_5
Employee Stock Purchase and Stock Incentive Plans - Summary of Status of Stock Options Exercised, Including Substantive Options (Details) | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Number of shares | |
Outstanding, beginning balance (in shares) | shares | 5,133 |
Granted (in shares) | shares | 0 |
Exercised (in shares) | shares | (1,180) |
Expired or cancelled (in shares) | shares | 0 |
Outstanding, ending balance (in shares) | shares | 3,953 |
Weighted Average Exercise Price | |
Beginning balance (in dollars per share) | $ / shares | $ 6.02 |
Granted (in dollars per share) | $ / shares | 0 |
Exercised (in dollars per share) | $ / shares | 5.98 |
Expired or cancelled (in dollars per share) | $ / shares | 0 |
Ending balance (in dollars per share) | $ / shares | $ 6.03 |
Employee Stock Purchase and S_6
Employee Stock Purchase and Stock Incentive Plans - Summary of Information about Options Outstanding and Exercisable (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | ||
Exercise Price (in dollars per share) | $ 6.28 | $ 6.28 |
Total Outstanding (in shares) | 3,953 | 5,133 |
Weighted Average Remaining Life (Years) | 5 years | 5 years |
Weighted Average Exercise Price (in dollars per share) | $ 6.03 | $ 6.02 |
Total Exercisable (in shares) | 3,953 | 5,133 |
Employee Stock Purchase and S_7
Employee Stock Purchase and Stock Incentive Plans - Summary of Activity of Restricted Shares Subject to Forfeiture (Details) | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Number of shares | |
Vested (in shares) | (2,004,107) |
Restricted Shares | |
Number of shares | |
Beginning balance (in shares) | 1,719,619 |
Granted (in shares) | 88,309 |
Vested (in shares) | (350,684) |
Cancelled (in shares) | (22,855) |
Ending balance (in shares) | 1,434,389 |
Weighted Average Grant Price | |
Beginning balance (in dollars per share) | $ / shares | $ 18.78 |
Granted (in dollars per share) | $ / shares | 35.65 |
Vested (in dollars per share) | $ / shares | 19.47 |
Cancelled (in dollars per share) | $ / shares | 18.75 |
Ending balance (in dollars per share) | $ / shares | $ 19.73 |
Employee Stock Purchase and S_8
Employee Stock Purchase and Stock Incentive Plans - Summary of Activity of Performance Stock Units Subject to Forfeiture (Details) | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Number of shares | |
Vested (in shares) | (2,004,107) |
Performance Based Stock Units | |
Number of shares | |
Beginning balance (in shares) | 693,139 |
Granted (in shares) | 137,421 |
Vested (in shares) | (260,842) |
Cancelled (in shares) | 0 |
Ending balance (in shares) | 569,718 |
Weighted Average Grant Price | |
Beginning balance (in dollars per share) | $ / shares | $ 16.49 |
Granted (in dollars per share) | $ / shares | 25.52 |
Vested (in dollars per share) | $ / shares | 13.81 |
Cancelled (in dollars per share) | $ / shares | 0 |
Ending balance (in dollars per share) | $ / shares | $ 19.90 |
Employee Stock Purchase and S_9
Employee Stock Purchase and Stock Incentive Plans - Summary of Future expense of Unvested Awards (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Share-Based Payment Arrangement [Abstract] | |
2023 | $ 13,151 |
2025 | 9,691 |
2026 | 2,993 |
2027 | 80 |
Total | $ 25,915 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Millions | Mar. 31, 2024 USD ($) |
Lessee, Lease, Description [Line Items] | |
Operating lease bargain purchase price | $ 0.2 |
Operating lease liability | 46.2 |
Finance lease bargain purchase price | 3.5 |
Finance lease liability | $ 22.3 |
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 | Mar. 31, 2024 | Dec. 31, 2023 |
Assets: | ||
Operating lease assets | $ 40,236 | $ 40,743 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property and equipment, net | Property and equipment, net |
Finance lease assets | $ 20,559 | $ 19,543 |
Total lease assets | 60,795 | 60,286 |
Current: | ||
Operating lease liabilities | (9,567) | (9,016) |
Finance lease liabilities | (7,271) | (6,586) |
Total current lease liabilities | (16,838) | (15,602) |
Non-current: | ||
Operating lease liabilities | (36,659) | (37,660) |
Finance lease liabilities | (14,987) | (14,408) |
Total non-current lease liabilities | $ (51,646) | $ (52,068) |
Leases - Selected Financial Inf
Leases - Selected Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Leases [Abstract] | |||
Amortization of right-of-use assets | $ 3,088 | $ 2,484 | |
Finance lease cost: | |||
Amortization of right-of-use assets | 1,964 | 1,670 | |
Interest on lease liabilities | 364 | 356 | |
Sublease Income | (27) | 0 | |
Total lease cost | 5,389 | 4,510 | |
Cash paid for amounts included in the measurements of lease liabilities | |||
Operating cash flows from operating leases | 3,021 | 1,847 | |
Operating cash flows from finance leases | 364 | 355 | |
Financing cash flows from finance leases | 1,716 | 1,687 | |
Financing cash flows from finance leases | 1,772 | 2,921 | |
Right-of-use assets obtained in exchange for new finance leases | $ 3,002 | $ 2,964 | |
Weighted average remaining lease term (in years): | |||
Operating leases | 5 years 29 days | 5 years 3 months 10 days | |
Finance leases | 2 years 8 months 8 days | 2 years 8 months 23 days | |
Weighted average discount rates: | |||
Operating leases | 6.90% | 7.10% | |
Finance leases | 7.20% | 7.40% |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Commitments Under Leases (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Operating Lease | |
2024 (nine months remaining) | $ 9,217 |
2025 | 11,402 |
2026 | 9,772 |
2027 | 8,557 |
2028 | 7,764 |
Thereafter | 8,130 |
Total lease payments | 54,842 |
Less: Amounts representing interest | (8,787) |
Total lease liabilities | 46,055 |
Finance Lease | |
2024 (nine months remaining) | 6,487 |
2025 | 8,211 |
2026 | 4,765 |
2027 | 1,583 |
2028 | 156 |
Thereafter | 0 |
Total lease payments | 21,202 |
Less: Amounts representing interest | (2,439) |
Total lease liabilities | $ 18,763 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||||||
May 03, 2024 | May 02, 2024 | Apr. 02, 2024 | Apr. 01, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | May 01, 2024 | Aug. 02, 2023 | |
Subsequent Event [Line Items] | ||||||||
Proceeds from issuance of common stock | $ 473 | $ 390 | ||||||
Revolving Credit Facility | ||||||||
Subsequent Event [Line Items] | ||||||||
Line of credit maximum borrowing capacity | $ 70,000 | |||||||
Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Proceeds from financing of equipment under master lease facility | $ 4,700 | |||||||
Subsequent Event | Surdex Corporation | ||||||||
Subsequent Event [Line Items] | ||||||||
Loan amount | $ 6,200 | |||||||
Subsequent Event | Revolving Credit Facility | ||||||||
Subsequent Event [Line Items] | ||||||||
Line of credit maximum borrowing capacity | $ 100,000 | $ 70,000 | ||||||
Credit agreement term | 5 years | |||||||
Subsequent Event | Surdex Corporation | ||||||||
Subsequent Event [Line Items] | ||||||||
Total consideration paid | $ 44,000 | |||||||
Subsequent Event | Chief Executive Officer And Chief Operating Officer | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of shares issued and sold (in shares) | 179,412 | |||||||
Proceeds from issuance of common stock | $ 6,100 | |||||||
Subsequent Event | Common Stock Offering | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of shares issued and sold (in shares) | 1,323,530 | |||||||
Shares price per share (in dollars per share) | $ 34 | |||||||
Net proceeds from sale of common stock | $ 42,000 | |||||||
Subsequent Event | Over-Allotment Option | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of shares issued and sold (in shares) | 1,502,942 | |||||||
Subsequent Event | Over-Allotment Option | Chief Executive Officer And Chief Operating Officer | ||||||||
Subsequent Event [Line Items] | ||||||||
Net proceeds from sale of common stock | $ 5,700 | |||||||
Proceeds from issuance of common stock | $ 51,100 |