Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 23, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | BWMN | ||
Entity Registrant Name | BOWMAN CONSULTING GROUP LTD. | ||
Entity Central Index Key | 0001847590 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 12,583,102 | ||
Entity Public Float | $ 99.5 | ||
Title of 12(b) Security | Common Stock, $0.01 par value | ||
Security Exchange Name | NASDAQ | ||
Entity File Number | 001-40371 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 54-1762351 | ||
Entity Address, Address Line One | 12355 Sunrise Valley Drive | ||
Entity Address, Address Line Two | Suite 520 | ||
Entity Address, City or Town | Reston | ||
Entity Address, Country | VA | ||
Entity Address, Postal Zip Code | 20191 | ||
City Area Code | 703 | ||
Local Phone Number | 464-1000 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Auditor Name | Ernst & Young LLP | ||
Auditor Location | Tysons, VA | ||
Auditor Firm ID | 42 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the 2022 definitive Proxy Statement, which Proxy Statement will be filed no later than 120 days after the close of the registrant’s fiscal year ended December 31, 2021, are incorporated by reference into Part III of this Form 10-K |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash and equivalents | $ 20,619 | $ 386 |
Accounts receivable, net | 38,491 | 24,183 |
Contract assets | 9,189 | 7,080 |
Notes receivable - officers, employees, affiliates, current portion | 1,260 | 1,182 |
Prepaid and other current assets | 4,850 | 2,271 |
Total current assets | 74,409 | 35,102 |
Non-Current Assets | ||
Property and equipment, net | 20,202 | 15,357 |
Goodwill | 28,471 | 9,179 |
Notes receivable | 903 | 903 |
Notes receivable - officers, employees, affiliates, less current portion | 1,218 | 1,297 |
Other intangible assets, net | 12,286 | 1,131 |
Other assets | 681 | 669 |
Total Assets | 138,170 | 63,638 |
Current Liabilities | ||
Bank line of credit | 3,481 | |
Accounts payable and accrued liabilities, current portion | 17,921 | 12,203 |
Contract liabilities | 4,623 | 1,943 |
Notes payable, current portion | 4,450 | 1,592 |
Deferred rent, current portion | 724 | 619 |
Capital lease obligation, current portion | 5,136 | 3,495 |
Total current liabilities | 32,854 | 23,333 |
Non-Current Liabilities | ||
Other non-current obligations | 1,244 | |
Notes payable, less current portion | 8,407 | 2,829 |
Deferred rent, less current portion | 4,179 | 4,278 |
Capital lease obligation, less current portion | 10,020 | 7,503 |
Deferred tax liability, net | 4,290 | 6,472 |
Common shares subject to repurchase | 7 | 842 |
Total liabilities | 59,757 | 46,501 |
Shareholders' Equity | ||
Preferred Stock, $0.01 par value; 5,000,000 shares authorized, no shares issued and outstanding | ||
Common stock, $0.01 par value; 30,000,000 shares authorized; 13,690,868 shares issued and 11,489,579 outstanding, and 7,840,244 shares issued and 5,744,594 outstanding, respectively | 137 | 2 |
Additional paid-in-capital | 120,842 | 58,866 |
Treasury stock, at cost; 2,201,289 and 2,095,650, respectively | (17,488) | (16,022) |
Stock subscription notes receivable | (277) | (609) |
Accumulated deficit | (24,801) | (25,100) |
Total shareholders' equity | 78,413 | 17,137 |
TOTAL LIABILITIES AND EQUITY | $ 138,170 | $ 63,638 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement Of Financial Position [Abstract] | ||
Preferred stock par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 30,000,000 | 30,000,000 |
Common stock, shares issued | 13,690,868 | 7,840,244 |
Common stock, shares outstanding | 11,489,579 | 5,744,594 |
Treasury stock, shares | 2,201,289 | 2,095,650 |
Consolidated Income Statements
Consolidated Income Statements - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Gross Contract Revenue | $ 149,970 | $ 122,020 |
Contract costs: (exclusive of depreciation and amortization below) | ||
Direct payroll costs | 59,416 | 48,152 |
Sub-consultants and expenses | 15,116 | 18,360 |
Total contract costs | 74,532 | 66,512 |
Operating Expenses: | ||
Selling, general and administrative | 69,029 | 51,469 |
Depreciation and amortization | 6,371 | 2,277 |
(Gain) on sale | (122) | (107) |
Total operating expenses | 75,278 | 53,639 |
Income from operations | 160 | 1,869 |
Other (income) expense | 1,440 | (110) |
Income (loss) before tax expense | (1,280) | 1,979 |
Income tax (benefit) expense | (1,579) | 989 |
Net income | 299 | 990 |
Earnings allocated to non-vested shares | 56 | 55 |
Net income attributable to common shareholders | $ 243 | $ 935 |
Earnings per share | ||
Basic | $ 0.03 | $ 0.17 |
Diluted | $ 0.03 | $ 0.17 |
Weighted average shares outstanding: | ||
Basic | 7,525,206 | 5,399,356 |
Diluted | 7,635,615 | 5,412,218 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Initial Public Offering | Common Stock | Common StockInitial Public Offering | Additional Paid-in Capital | Additional Paid-in CapitalInitial Public Offering | Treasury Stock | Stock Subscription Notes Receivable | Accumulated Deficit |
Beginning balance at Dec. 31, 2019 | $ (23,283) | $ (5,925) | $ (17,358) | ||||||
Beginning balance, shares at Dec. 31, 2019 | 7,052,064 | (1,248,352) | |||||||
Issuance of new common shares | (533) | $ (533) | |||||||
Issuance of new common shares, shares | 133,458 | ||||||||
Purchase of treasury stock | (10,097) | $ (10,097) | |||||||
Purchase of treasury stock, shares | (2,951) | (847,298) | |||||||
Issuance of common shares under stock compensation plan, shares | 657,673 | ||||||||
Collection on stock subscription notes receivable | 234 | 234 | |||||||
Reclassification of common shares previously subject to repurchase liability | 12,622 | $ 11,808 | 814 | ||||||
Conversion of redeemable common stock to permanent equity | 37,204 | $ 2 | 47,058 | (310) | (9,546) | ||||
Net Income | 990 | 990 | |||||||
Ending balance at Dec. 31, 2020 | 17,137 | $ 2 | 58,866 | $ (16,022) | (609) | (25,100) | |||
Ending balance, shares at Dec. 31, 2020 | 7,840,244 | (2,095,650) | |||||||
Issuance of new common shares | 5,628 | $ 47,104 | $ 3 | $ 38 | 5,625 | $ 47,066 | |||
Issuance of new common shares, shares | 336,968 | 3,805,925 | |||||||
Purchase of treasury stock | (1,466) | $ 21 | (21) | $ (1,466) | |||||
Purchase of treasury stock, shares | (105,639) | ||||||||
Issuance of new common shares under stock compensation plan | 0 | $ 22 | (22) | ||||||
Issuance of common shares under stock compensation plan, shares | 1,671,845 | ||||||||
Issuance of new common shares under employee stock purchase plan | $ 479 | 479 | |||||||
Issuance of new common shares under employee stock purchase plan, shares | 35,886 | 35,886 | |||||||
Stock based compensation | $ 8,237 | 8,237 | |||||||
Collection on stock subscription notes receivable | 332 | 332 | |||||||
Conversion of common shares subject to repurchase liability to permanent equity | 877 | $ 51 | 826 | ||||||
Capital reduction related to acquisition | (214) | (214) | |||||||
Net Income | 299 | 299 | |||||||
Ending balance at Dec. 31, 2021 | $ 78,413 | $ 137 | $ 120,842 | $ (17,488) | $ (277) | $ (24,801) | |||
Ending balance, shares at Dec. 31, 2021 | 13,690,868 | (2,201,289) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Flows from Operating Activities: | ||
Net Income | $ 299 | $ 990 |
Adjustments to reconcile net income to net cash provided by operating activities | ||
Depreciation and amortization - property, plant and equipment | 5,974 | 2,036 |
Amortization of intangible assets | 397 | 241 |
Gain on sale of assets | (122) | (110) |
Bad debt | 496 | 3,008 |
Stock based compensation | 8,217 | 5,085 |
Deferred taxes | (2,183) | 326 |
Deferred rent | 5 | 530 |
Changes in operating assets and liabilities | ||
Accounts Receivable | (8,802) | 1,506 |
Contract Assets | (387) | 3,028 |
Prepaid expenses | (2,251) | 623 |
Other Assets | (31) | (28) |
Accounts payable and accrued expenses | 3,297 | (520) |
Contract Liabilities | (192) | (5,945) |
Net cash provided by operating activities | 4,717 | 10,770 |
Cash Flows from Investing Activities: | ||
Purchases of property and equipment | (905) | (924) |
Proceeds from sale of assets | 127 | 110 |
Amounts advanced under loans to shareholders | (779) | (1,207) |
Payments received under loans to shareholders | 36 | 228 |
Amounts advanced under notes receivable | (420) | |
Payments received under notes receivable | 19 | |
Acquisitions of businesses, net of cash acquired | (20,345) | (416) |
Collections under stock subscription notes receivable | 332 | 196 |
Net cash used in investing activities | (21,534) | (2,414) |
Cash Flows from Financing Activities: | ||
Proceeds from initial public offering, net of underwriting discounts and commissions and other offering costs | 47,104 | |
Net payments under revolving line of credit | (3,481) | (4,867) |
Repayments under fixed line of credit | (722) | (485) |
Borrowings under fixed line of credit | 1,985 | |
Repayment under notes payable | (1,084) | (1,800) |
Payments on capital leases | (4,663) | (1,088) |
Payment of contingent consideration from acquisitions | (2) | (106) |
Payment of subsequent common stock offering costs | (75) | (920) |
Payments for purchase of treasury stock | (582) | (1,261) |
Proceeds from issuance of common stock | 555 | 63 |
Net cash provided by (used in) financing activities | 37,050 | (8,479) |
Net increase (decrease) in cash and cash equivalents | 20,233 | (123) |
Cash and cash equivalents, beginning of period | 386 | 509 |
Cash and cash equivalents, end of period | 20,619 | 386 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 887 | 609 |
Cash paid for income taxes | 1,921 | 543 |
Non-cash investing and financing activities | ||
Property and equipment acquired under capital lease | (8,877) | (11,370) |
Settlement of redeemable common stock | 36,927 | |
Stock redemption for exercise of stock option | 139 | |
Issuance of common stock for a note receivable | (533) | |
Stock redemption for payment of shareholder loans | 1,457 | |
Stock redemption for payment on note receivable | 6,130 | |
Issuance of notes payable for purchase of intangible asset | (165) | |
Issuance of notes payable for acquisitions | $ (10,200) | |
Issuance of notes payable for redemption of stock | $ (900) |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2021 | |
Nature Of Business And Basis Of Presentation [Abstract] | |
Nature of Business and Basis of Presentation | 1. Nature of Business and Basis of Presentation Nature of Business Bowman Consulting Group Ltd. and consolidated subsidiaries (“Bowman” or “we” or the “Company”) incorporated in the Commonwealth of Virginia on June 5, 1995 and reincorporated in the State of Delaware on November 13, 2020. Bowman is a professional services firm delivering innovative solutions to the marketplace of customers who own, develop and maintain the built environment. Within that arena, we provide planning, design, engineering, geomatics, survey, construction management, environmental consulting and land procurement services to markets that encompass the buildings in which people live, work and learn in. As well as the systems that provide water, electricity and other vital services, and the roads, bridges, and transportation systems used to get from place to place. We provide services to customers through fixed-price and time-and-material based contracts containing multiple milestones and independently priced deliverables. Typically, contract awards are on a negotiated basis, ranging in value from a few thousand dollars to multiple millions of dollars and can have varying durations depending on the size, scope, and complexity of the project. The Company’s workforce typically provides the full scope of engineering and other contract services. However, with respect to certain specialty services or other compliance requirements within a particular contract we may engage third-party sub-consultants. The Company’s headquarters is located in Reston, VA and the Company has over 40 offices throughout the United States. Initial Public Offering On May 11, 2021, we closed on our initial public offering (“IPO”), in which we issued and sold 3,690,000 shares of our common stock at $14.00 per share, resulting in net proceeds of $48.0 million after deducting underwriting discounts and commissions, but before expenses of the IPO. On June 4, 2021, the underwriters exercised their option to purchase an additional 115,925 shares of the Company’s common stock at the public offering price of $14.00 per share, resulting in additional gross proceeds of approximately $1.6 million. After giving effect to this partial exercise of the overallotment option, the total number of shares sold by Bowman in its initial public offering increased to 3,805,925 shares and gross proceeds increased to approximately $53.3 million. The exercise of the over-allotment option closed on June 8, 2021, at which time the Company received net proceeds of approximately $1.5 million after underwriting discounts and commissions. Deferred offering costs consist primarily of accounting, legal, and other fees related to our IPO. Prior to the IPO, all deferred offering costs were capitalized within prepaid and other current assets in the consolidated balance sheet. After the IPO, $2.3 million of deferred offering costs were reclassified into shareholder’s equity as a reduction of the IPO proceeds. We capitalized $0.9 million of deferred offering costs within prepaid and other current assets in the consolidated balance sheet as of December 31, 2020. Common Stock Offering On February 11, 2022, the Company closed on an offering of common stock in which it issued and sold 900,000 shares at an offering price of $16.00 per share, resulting in net proceeds of $13.7 million after deducting underwriting discounts and commissions, but before expenses of the offering. In addition, Gary Bowman, our President, Chairman and Chief Executive Officer, sold On February 28, 2021, the underwriters exercised their option to purchase an additional 157,500 shares of the Company’s common stock at an offering price of $16.00 per share, resulting in additional gross proceeds of approximately $2.5 million. After giving effect to this exercise of the overallotment option, the total number of shares sold by the Company in this common stock offering increased to 1,057,500 shares with total gross proceeds of approximately $16.9 million. The exercise of the over-allotment option closed on March 2, 2022, at which time the Company received net proceeds of $2.4 million after underwriting discounts and commissions. Deferred offering costs consist primarily of accounting, legal and other fees related to the common stock offering. Prior to the offering, all deferred offering costs were capitalized within prepaid and other current assets in the consolidated balance sheet. We capitalized $0.1 million of deferred offering costs within prepaid and other current assets in the consolidated balance sheet as of December 31, 2021. Basis of Presentation The accompanying consolidated financial statements and footnotes have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and applicable regulations of the Securities and Exchange Commission (“SEC”). The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies The following is a summary of the significant accounting policies and principles used in the preparation of the consolidated financial statements: Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act (“JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is either not an emerging growth company or, an emerging growth company that has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used. Revenue Recognition Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contract with Customers (“ASC Topic 606”) provides a single comprehensive revenue recognition framework and supersedes almost all revenue recognition guidance including industry-specific revenue guidance. The Company adopted this standard effective January 1, 2019, the first day of the Company’s fiscal year. 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 estimate of the allowance, including knowledge of a client’s financial condition, its historical collection experience, and other factors relevant to assessing the collectability of such receivables. 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. 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. Cash and Cash Equivalent The Company considers cash on deposit and all highly liquid investments with original maturities of three months or less when purchased to be cash and cash equivalents. Cash consists primarily of cash in accounts held at a financial institution. Certain of these accounts are designated as zero balance accounts wherein the balance is swept out nightly to reduce the Company’s line of credit balance, if any. Concentration of Credit Risk and other Concentrations The Company’s financial instruments that are exposed to concentrations of credit risk consist of cash and accounts receivable. Cash balances at various times during the year may exceed the amount insured by the Federal Deposit Insurance Corporation. The Company’s cash deposits are held in institutions whose credit ratings are monitored by management, and the Company has not incurred any losses related to such deposits. The Company can, at times, be subject to a concentration of credit risk with respect to outstanding accounts receivable. However, the Company believes no such concentration existed during the years ended December 31, 2021 and 2020. The Company’s customers are located throughout the United States. Although the Company generally grants credit without collateral, management believes that its contract acceptance, billing, and collection policies are adequate to minimize material credit risk. Also, for non-governmental customers, the Company can often place mechanics liens against the real property associated with the contract in the event of non-payment. Allowance for Doubtful Accounts 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, 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. As of December 31, 2021 and 2020, the balance in the allowance for doubtful accounts was $1.6 million and $1.5 million, respectively. Property and Equipment Property and equipment are recorded at cost. Improvements and replacements of property and equipment are capitalized. Maintenance and repairs that do not improve or extend the lives of property and equipment are charged to expense as incurred. Upon the sale or retirement of property and equipment, the cost and related accumulated depreciation are removed from the respective accounts and any gain or loss is reported in the combined statements of operations. Depreciation is provided for using the straight-line method over the estimated useful lives as follows for the major classes of assets: Computer equipment 3 to 5 years Survey equipment 2 to 5 years Vehicles 5 years Furniture and fixtures 7 years Software 3 to 5 years Leasehold improvements the lesser of useful life or term of lease For the years ended December 31, 2021 and 2020, the Company recognized a $0.1 million and a $0.1 million gain from the disposal of certain pieces of property and equipment in connection with sale-leaseback transactions, respectively. This amount is recorded within gain on sale on the accompanying combined financial statements Business Combinations Business combinations are accounted for under the acquisition method of accounting, which requires recognition separately from goodwill, the assets acquired, and the liabilities assumed at their acquisition date fair values. While best estimates and assumptions are used to calculate the fair value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, when applicable, the estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, adjustments that are based on new information obtained about facts and circumstances that existed as of the acquisition date are recorded to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recognized in the consolidated income statements. Goodwill and Intangible Assets The purchase price of an acquired business is allocated to the tangible assets and separately identifiable intangible assets acquired, less liabilities assumed, based upon their respective fair values with any excess purchase price over such fair values being recorded as goodwill. Goodwill and intangible assets acquired in a business combination and determined to have indefinite useful life are not amortized, but instead are reviewed for impairment annually, or more frequently if impairment indicators arise. Intangible assets with estimable useful lives are amortized over such lives and reviewed for impairment if indicators are present. The Company performs its annual impairment test as of October 1 of each year. As its business is highly integrated and its components have similar economic characteristics, the Company has concluded it has one reporting unit at the combined entity level. The Company performs a Step 1 impairment analysis by comparing the fair value of the reporting unit to carrying amount. Management engaged a third-party valuation firm to assist with the determination of fair value for the years ended December 31, 2021 and 2020. The fair value of the reporting unit derives from multiple weighted valuation techniques. If the fair value of the reporting unit is less than its carrying amount, we conduct a Step 2 impairment analysis to determine the implied fair value of the reporting unit’s goodwill. An impairment loss is recognized for the difference of the reporting unit’s implied fair value of goodwill and its carrying amount . The Company performed an impairment analysis for the years ended December 31, 2021 and 2020 and concluded that the fair value of the reporting unit was in excess of its carrying amount, and as such, no impairment was required. Definite-lived intangibles include customer relationships, contract rights, and non-compete agreements that were acquired through assets acquisition or business combination. These definite-lived intangible assets, other than customer relationships, are amortized over their estimated useful life ranging from two to five years using a straight-line method. The Company is required to review long-lived assets and definite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset might not be recoverable. Recoverability of assets held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered impaired, the impairment recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. We report assets to be disposed of at the lower of the carrying amount or fair value, less cost to sell. There were no event or changes in circumstances, for the years ended December 31, 2021 and 2020, that indicated impairment of any long-lived assets. Deferred Offering Costs Upon closing of the planned initial public offering (“IPO”), deferred offering costs, consisting of legal, accounting and other fees directly related to the IPO will net against the gross proceeds. As of December 31, 2020, the Company recorded $0.9 million of deferred offering costs that are included in other assets on the accompanying consolidated balance sheet. Upon closing of the planned subsequent offering, deferred offering costs, consisting of legal, accounting and other fees directly related to the subsequent offering will net against the gross proceeds. As of December 31, 2021, the Company recorded $0.1 million of deferred offering costs that are included in other assets on the accompanying consolidated balance sheet. Deferred Rent The Company recognizes rent expense on a straight-line basis over the term of each operating lease commencing on the date the Company takes possession of the leased premises. In addition, the Company records allowances such as free rent or improvement allowances as deferred rent in the consolidated balance sheets and amortizes the amount on a straight-line basis over the term of the related operating lease. Stock-based Compensation Shares originating from the granting of restricted stock bonus awards, stock options and the sale of stock to employees at prices below fair value are subject to Accounting Standards Codification Topic 718, Compensation – Stock Compensation On December 22, 2020 and December 31, 2020, the Company modified its stock-based compensation agreements resulting in a change in classification of the majority of these awards from liability to equity. The modification resulted in a final fair value liability measurement and non-cash compensation expense relating to certain of the shares subject to repurchase and the effective exchange of those shares for permanent equity. Certain stock-based awards for which there were no modifications to the terms of repurchase continue remain classified as liabilities with periodic changes in the fair value measurement recognized as non-cash compensation expense. For ASC Topic 718 stock-based awards classified as permanent equity, the Company generally recognizes non-cash compensation expense on a ratable basis over the applicable service period based on the award date fair value. The Company has elected to use the Black-Scholes-Merton option-pricing model to determine the grant date fair value of stock options. The Company accounts for forfeitures when they occur. Non-recourse Notes Treated as Substantive Options Certain stock subscription notes receivable of the Company are non-recourse. As such, these notes are substantive options under ASC Topic 718 subject to the Black-Scholes-Merton method of computing compensation cost. The option strike price is calculated as the purchase price of the shares plus the estimated interest per share expected to be collected during the term of the note. Because at any time the notes may be pre-paid, the Company recognizes the total calculated compensation cost at the time of issuance. Pursuant to the terms of the notes, the Company collects payments through payroll deductions. The Company considers the payments to be periodic exercises of the options. The Company account for stock purchases through exercise in accordance with ASC Topic 718. No note receivable exists for these non-recourse notes. Redeemable Common Shares Prior to December 22, 2020, the Company classified shares issued subject to Accounting Standards Codification 480 – Distinguishing Liabilities from Equity On December 22, 2020, the Company modified its agreements resulting in a change in classification from redeemable common stock to permanent equity. The modification resulted in a final fair value measurement of the shares subject to redemption and the effective exchange of those shares for permanent equity. Fair Value Measurements Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures The codification establishes a three-level disclosure hierarchy to indicate the level of judgment used to estimate fair value measurements: Level 1: Quoted prices in active markets for identical assets or liabilities as of the reporting date; Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and inputs other than quoted prices (such as interest rate and yield curves); Level 3: Uses inputs that are unobservable, supported by little or no market activity and reflect significant management judgment. As of December 31, 2021 and 2020: • The carrying amount of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their fair value due to the relatively short duration of these instruments • The carrying amounts of debt obligations approximate their fair values as the terms are comparable to terms currently offered by local financial institutions for arrangements with similar terms to industry peers with comparable credit characteristics. Accordingly, the debt obligations involve Level 2 fair value inputs • As of December 31, 2020, the liability related to shares subject to repurchase is recognized at fair value using Level 3 inputs that were primarily determined based on the contractual settlement price as defined by the terms of the Company’s Shareholders’ Buy-Sell Agreement. As of December 31, 2021, the liability related to shares subject to repurchase is recognized at fair value using Level 1 inputs as there is an active market for the Company’s publicly traded stock. For further discussion, see Note 16, Employee Stock Purchase and Stock Incentive Plans . Advertising Expense The Company expenses the cost of advertising as incurred. Advertising expense was $0.1 million and $0.1 million for the years ended December 31, 2021 and 2020, respectively. Income Taxes The Company recognizes deferred income tax assets or liabilities for expected future tax consequences of events recognized in the consolidated financial statements or tax returns. Under this method, deferred income tax assets or liabilities are determined based upon the difference between the financial statement and income tax bases of assets and liabilities using enacted tax rates expected to apply when the differences settle or become realized. Valuation allowances are provided when it is more likely than not that a deferred tax asset is not realizable or recoverable in the future. The Company recognizes the effect of a change in tax rates on deferred tax assets and liabilities in income in the period that includes the enactment date. The Company’s effective tax rate for the years ended December 31, 2021 and 2020 was 123.4% and 50%. The Company assesses uncertain tax positions to determine whether the position will more likely than not be sustained upon examination by the Internal Revenue Service (IRS) or other taxing authorities. If the Company cannot reach a more-likely-than-not determination, no benefit is recorded. If the Company determines that the tax position is more likely than not to be sustained, the Company records the largest amount of benefit that is more likely than not to be realized when the tax position is settled. The Company recognizes interest and penalties, if any, related to uncertain tax positions in income tax expense. The Company files income tax returns in the U.S. federal jurisdiction and certain states in which it operates. Based on the timing of the filing of certain tax returns, the Company’s federal income tax returns for tax years 2018 and after remain subject to examination by the U.S. Internal Revenue Service. The statute of limitations on the Company’s state income tax returns generally conforms to the federal three-year statute of limitations. Segments The Company operates in one segment based upon the financial information used by its chief operating decision maker in evaluating the financial performance of its business and allocating resources. The single segment represents the Company’s core business of providing engineering and related professional services to its customers. Recently Issued Accounting Guidance Accounting guidance recently adopted In October 2021, the FASB issued Accounting Standards Update 2021-08, Accounting for Contract Assets and Liabilities from Contracts with Customers Business Combinations Revenue from Contracts with Customers Accounting guidance not yet adopted In February 2016, the FASB issued Accounting Standards Update 2016-02, Leases (Topic 842) (“ASU 2016-02”) to increase transparency and comparability of accounting for lease transactions by requiring lessees to recognize the right-of-use assets and lease liabilities on the balance sheet and to disclose qualitative and quantitative information about lease transactions and enable users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The effective date of ASU 2016-02 for the Company is January 1, 2022, with early adoption permitted. The Company is currently evaluating the impact this ASU may have on its consolidated financial statements and related disclosures. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326) to replace the incurred loss impairment methodology under U.S. GAAP. This ASU introduces a new accounting model, the Current Expected Credit Losses model (CECL), which could result in earlier recognition of credit losses and additional disclosures related to credit risk. The CECL model will require the Company to use a forward-looking expected credit loss impairment methodology for the recognition of credit losses for financial instruments at the time the financial asset is originated or acquired, and require a loss be incurred before it is recognized. The expected credit losses are adjusted each period for changes in expected lifetime credit losses. The new standard will apply to accounts receivable, loans, and other financial instruments. This standard is effective for the Company beginning January 1, 2023. Adoption of ASU 2016-13 will be applied using a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of the effective date. The Company is currently evaluating the impact of this ASU on our consolidated financial statements and related disclosures . In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350), simplifying the Test for Goodwill Impairment. ASU 2017-04 eliminates Step 2 of the goodwill impairment test. Goodwill impairment will now be the amount by which the reporting unit’s carrying amount exceeds its fair value, limited to the carrying amount of the goodwill. ASU 2017-04 is effective for us beginning January 1, 2022. The Company does not expect the impact of this ASU to be material to its consolidated financial statements. The Company does not believe that any recently issued standards other than those noted above would have a material effect on its consolidated financial statements. |
Earnings per Share
Earnings per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings per Share | 3. Earnings per Share Basic earnings (loss) per share is calculated by dividing net income (loss) attributable to the Company available to common stockholders by the weighted average number of common shares outstanding for the years ended December 31, 2021 and 2020. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were either exercised or converted into common stock or resulted in the issuance of common stock that would share in the earnings of the Company. The dilutive effect of options is reflected in diluted earnings per share by application of the treasury stock method. The dilutive effect of performance based restricted stock units, which are considered contingently issuable shares, is reflected in diluted earnings per share by application of the treasury stock method. The dilutive effect of shares to be purchased under the Company’s Employee Stock Purchase Plan is reflected in diluted earnings per share by the weighted-average number of shares outstanding that would have been outstanding during the period. The Company uses the two-class method to determine earnings per share. For calculating basic earnings per share, for the year ended December 31, 2021, the weighted average number of shares outstanding exclude 1,717,666 non-vested restricted shares and 32,054 unexercised substantive options. The computation of diluted earnings per share for the year ended December 31, 2021 did not assume the effect of restricted shares or substantive options because the effects were antidilutive. For calculating basic earnings per share, for the year ended December 31, 2020, the weighted average number of shares outstanding exclude 268,439 non-vested restricted shares and 53,395 unexercised substantive options. The computation of diluted earnings per share for the year ended December 31, 2021 did not assume the effect of restricted shares or substantive options because the effects were antidilutive. The following table represents a reconciliation of the net income and weighted average shares outstanding for the calculation of basic and diluted earnings per share for the years ended December 31, 2021 and 2020 (in thousands, except share data): For the Year Ended December 31, 2021 2020 Numerator Net income $ 299 $ 990 Earnings allocated to non-vested shares 56 55 Subtotal $ 243 $ 935 Denominator Weighted average common shares outstanding 7,525,206 5,399,356 Effect of dilutive nominal options - 5,162 Effect of dilutive contingently earned shares 110,409 7,700 Dilutive average shares outstanding 7,635,615 5,412,218 Basic earnings per share $ 0.03 $ 0.17 Dilutive earnings per share $ 0.03 $ 0.17 |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Acquisitions | 4. Acquisitions Business Combinations KTA Group Inc. (KTA) In the first quarter of 2021, the Company signed a purchase agreement to acquire KTA Group Inc., with an effective date of January 1, 2021. KTA is a mechanical, electrical and plumbing (MEP) engineering firm based in Herndon, VA. The Company paid total consideration of $3.4 million, which was comprised of 53,159 shares of common stock, at $12.80 per share, for a total of $0.7 million, plus $2.7 million in cash and a promissory note. The promissory note is a four year note with a 3.25% interest rate with equal quarterly payments beginning on April 1, 2021 and ending January 1, 2025. The acquisition of KTA allows Bowman to add electrical engineering to the group of core competencies thereby allowing the Company to cross sell to, and better serve, its renewable energy customers. In addition, KTA’s mechanical engineers bring the experience and expertise necessary to deliver plans and designs for building ventilation, indoor air quality monitoring and medical-grade air filtration. The following summarizes the final calculations of the fair values of KTA Group’s assets acquired and liabilities assumed as of the acquisition date (in thousands): Total Purchase Price $ 3,447 Purchase Price Allocation: Contract assets 217 Property and equipment, net 453 Intangible assets 871 Other assets 18 Accounts payable and accrued liabilities, current portion (240 ) Contract liabilities (416 ) Total identifiable assets $ 903 Goodwill 2,544 Net assets acquired $ 3,447 The purchase price allocation has been completed, the amounts identified above are deemed to be final. Identified intangible assets are comprised of customer relationships, contract rights and favorable leaseholds for a total amount of $0.9 million, to be amortized over an estimated useful life of 20 years, 3 years, and 9 years, respectively. McFarland-Dyer & Associates In the third quarter of 2021, the Company signed a purchase agreement to acquire McFarland-Dyer & Associates, Inc. (“MDA”), with an effective date of August 1, 2021. MDA is a landscape architectural, land planning, civil engineering and land surveying firm based in Suwanee, GA. The Company paid total consideration of $3.9 million, which was comprised of 32,143 shares of common stock, at $12.85 per share, for a total of $0.4 million, plus $3.5 million in cash, promissory note and assumed liabilities. The promissory note has a 3.25% interest rate with equal quarterly payments beginning on January 15, 2022 and ending April 15, 2024. The purchase agreement includes a contingent consideration feature, which affords the sellers the opportunity to have the promissory note increased by a maximum of $0.7 million based on certain financial performance thresholds measured quarterly from December 31, 2021 through June 30, 2022. The Company initially recorded a $57,000 liability to contingent consideration in connection with the acquisition. Upon further evaluation of projected financial performance thresholds this amount was reduced to $14,000. The Company will quarterly evaluate its estimated liability to the contingent consideration and adjust the balance if necessary. The acquisition of MDA allows Bowman to further enhance its land architectural and civil engineering competencies thereby allowing the Company to broaden its offerings and better serve its public and private sector customers. Upon receipt of the final valuation report the carrying amount of some of the assets and liabilities differed from the preliminary amounts reported in the interim financial statements for the quarter ended September 30, 2021. The following summarizes provisional estimates and the final adjustments to the fair values of MDA assets acquired and liabilities assumed as of the acquisition date (in thousands): September 30, 2021 Change December 31, 2021 Total Purchase Price $ 3,967 $ (43 ) $ 3,924 Purchase Price Allocation: Accounts receivable 1,033 - 1,033 Contract assets 410 (125 ) 285 Property and equipment, net 39 - 39 Intangible assets 990 10 1,000 Other assets 34 - 34 Accounts payable and accrued liabilities, current portion (70 ) (28 ) (98 ) Contract liabilities (230 ) (212 ) (442 ) Total identifiable assets $ 2,206 $ (355 ) $ 1,851 Goodwill 1,761 312 2,073 Net assets acquired $ 3,967 $ (43 ) $ 3,924 The contract assets decreased by $0.1 million and the contract liabilities increased by $0.2 million with a corresponding adjustment to goodwill due to the final analysis of the opening work in progress (“WIP”) on open contracts. The change to the provisional amount resulted in a decrease in revenue of $0.3 million. The accounts payable and other current liabilities increased by $13,000 with a corresponding adjustment to goodwill due to the final analysis of the assumed accounts payable and other current liabilities. The carrying amount of the contract rights intangible assets increased by a net $8,000. This amount represents the $10,000 fair value adjustment, less additional amortization expense. Triangle Site Design PLLC In the fourth quarter of 2021, the Company signed a purchase agreement to acquire Triangle Site Design PLLC (“TSD”), with an effective date of October 1, 2021. TSD is a professional services firm based in Raleigh, NC. The Company paid total consideration of $1.5 million, which was comprised of 65,407 shares of common stock, at $13.56 per share, for a total of $0.9 million, plus $0.6 million in cash, promissory note and assumed liabilities. The promissory note has a 3.25% interest rate with equal quarterly payments beginning on January 1, 2022 and ending October 1, 2024. The acquisition of TSD allows Bowman to further enhance its civil engineering competencies thereby allowing the Company to broaden its offerings and better serve its public and private sector customers. The following summarizes the preliminary calculations of the fair values of TSD assets acquired and liabilities assumed as of the acquisition date (in thousands): Total Purchase Price $ 1,487 Purchase Price Allocation: Contract assets 19 Intangible assets 1,300 Contract liabilities (64 ) Total identifiable assets $ 1,255 Goodwill 232 Net assets acquired $ 1,487 The purchase price allocation is based upon preliminary information and is subject to change when additional information is obtained. Goodwill results from an assembled workforce, which does not qualify for separate recognition, as well as expected future synergies from combining operations. All the goodwill recognized is expected to be deductible for tax purposes. The Company has not completed its final assessment of the fair values of TSD’s assets acquired and liabilities assumed. The final purchase allocation could result in adjustments to certain assets and liabilities, including the residual amount allocated to goodwill. Identified intangible assets are customer relationships for a total amount of $1.3 million, to be amortized over an estimated useful life of 11 years. PCD Engineering Services, Inc. In the fourth quarter of 2021, the Company signed a purchase agreement to acquire PCD Engineering Services, Inc. (“PCD”), with an effective date of October 8, 2021. PCD is a professional services firm based in Denver, CO. The Company paid total consideration of $2.8 million, which was comprised of 36,444 shares of common stock, at $13.88 per share, for a total of $0.5 million, plus $2.3 million in cash, promissory note and assumed liabilities. The promissory note has a 3.25% interest rate with equal quarterly payments beginning on January 8, 2022 and ending October 8, 2024. The purchase agreement includes a contingent consideration feature, which affords the sellers the opportunity to have the promissory note increased by a maximum of $0.5 million based on certain financial performance thresholds measured quarterly from December 31, 2021 through September 30, 2022. The sellers achieved the financial performance thresholds based on the analysis of results as of December 31, 2021 resulting in a $0.5 million increase to the promissory note. The acquisition of PCD allows Bowman to further enhance its mechanical and electrical engineering competencies thereby allowing the Company to cross sell to, and better serve, its renewable energy customers. The following summarizes the preliminary calculations of the fair values of PCD assets acquired and liabilities assumed as of the acquisition date (in thousands): Total Purchase Price $ 3,247 Purchase Price Allocation: Accounts receivable 187 Contract assets 135 Property and equipment, net 15 Intangible assets 800 Accounts payable and accrued liabilities, current portion (141 ) Contract liabilities (97 ) Total identifiable assets $ 899 Goodwill 2,348 Net assets acquired $ 3,247 The purchase price allocation is based upon preliminary information and is subject to change when additional information is obtained. Goodwill results from an assembled workforce, which does not qualify for separate recognition, as well as expected future synergies from combining operations. All the goodwill recognized is expected to be deductible for tax purposes. The Company has not completed its final assessment of the fair values of PCD’s assets acquired and liabilities assumed. The final purchase allocation could result in adjustments to certain assets and liabilities, including the residual amount allocated to goodwill. Identified intangible assets are comprised of customer relationships for a total amount of $0.8 million, to be amortized over an estimated useful life of 5 years. BTM Engineering, Inc. In the fourth quarter of 2021, the Company signed a purchase agreement to acquire BTM Engineering, Inc. (“BTM”), with an effective date of October 15, 2021. BTM is a professional services firm based in Louisville, KY that specializes in general civil and structural engineering. The Company paid total consideration of $0.6 million, which was comprised of cash, promissory note and assumed liabilities. The promissory note has a 3.25% interest rate with equal quarterly payments beginning on January 15, 2022 and ending October 15, 2024. The acquisition of BTM allows Bowman to further enhance its civil engineering competencies thereby allowing the Company to broaden its offerings and better serve its public and private sector customers. The following summarizes the preliminary calculations of the fair values of BTM assets acquired and liabilities assumed as of the acquisition date (in thousands): Total Purchase Price $ 642 Purchase Price Allocation: Accounts receivable 852 Contract assets 97 Property and equipment, net 61 Intangible assets 51 Accounts payable and accrued liabilities, current portion (120 ) Other non-current obligations (19 ) Contract liabilities (280 ) Total identifiable assets $ 642 Goodwill - Net assets acquired $ 642 The purchase price allocation is based upon preliminary information and is subject to change when additional information is obtained. Goodwill results from an assembled workforce, which does not qualify for separate recognition, as well as expected future synergies from combining operations. All the goodwill recognized is expected to be deductible for tax purposes. The Company has not completed its final assessment of the fair values of BTM’s assets acquired and liabilities assumed. The final purchase allocation could result in adjustments to certain assets and liabilities, including the residual amount allocated to goodwill. Identified intangible assets are comprised of customer relationships and contract rights for a total amount of $0.1 million, to be amortized over an estimated useful life of 3 years. Kibart, Inc. In the fourth quarter of 2021, the Company signed a purchase agreement to acquire Kibart, Inc. (“Kibart”), with an effective date of December 16, 2021. Kibart is a professional services firm based in Towson, MD. The Company paid total consideration of $7.0 million, which was comprised of 38,547 shares of common stock, at $19.70 per share, for a total of $0.8 million, plus $6.2 million in cash, promissory note and assumed liabilities. The promissory note has a 3.25% interest rate with equal quarterly payments beginning on March 15, 2022 and ending December 15, 2024. The acquisition of Kibart allows Bowman to further enhance its mechanical and electrical engineering competencies thereby allowing the Company to cross sell to, and better serve, its renewable energy customers. The following summarizes the preliminary calculations of the fair values of Kibart assets acquired and liabilities assumed as of the acquisition date (in thousands): Total Purchase Price $ 7,040 Purchase Price Allocation: Accounts receivable 2,103 Contract assets 382 Prepaids 61 Property and equipment, net 6 Intangible assets 4,280 Other assets 18 Accounts payable and accrued liabilities, current portion (310 ) Contract liabilities (909 ) Total identifiable assets $ 5,631 Goodwill 1,409 Net assets acquired $ 7,040 The purchase price allocation is based upon preliminary information and is subject to change when additional information is obtained. Goodwill results from an assembled workforce, which does not qualify for separate recognition, as well as expected future synergies from combining operations. All the goodwill recognized is expected to be deductible for tax purposes. The Company has not completed its final assessment of the fair values of assets acquired and liabilities assumed. The final purchase allocation could result in adjustments to certain assets and liabilities, including the residual amount allocated to goodwill. Identified intangible assets are comprised of customer relationships and contract rights for a total amount of $4.3 million, to be amortized over an estimated useful life of 10 years and 3 years, respectively. 1519 Surveying, LLC In the fourth quarter of 2021, the Company signed a purchase agreement to acquire 1519 Surveying, LLC (“1519”), with an effective date of December 23, 2021. 1519 is a professional services firm based in Waco, TX that specializes in surveying and civil engineering. The Company paid total consideration of $10.0 million, which was comprised of 50,559 shares of common stock, at $21.90 per share, for a total of $1.1 million, plus $8.9 million in cash, promissory note and assumed liabilities. The promissory note has a 5.0% interest rate with equal quarterly payments beginning on March 23, 2022 and ending December 23, 2024. The acquisition of 1519 allows Bowman to further enhance its surveying and civil engineering competencies thereby allowing the Company to broaden its offerings and better serve its public and private sector customers. The following summarizes the preliminary calculations of the fair values of 1519’s assets acquired and liabilities assumed as of the acquisition date (in thousands): Total Purchase Price $ 10,049 Purchase Price Allocation: Accounts receivable 1,032 Contract assets 129 Property and equipment, net 526 Intangible assets 1,950 Other assets 6 Accounts payable and accrued liabilities, current portion (126 ) Contract liabilities (151 ) Total identifiable assets $ 3,366 Goodwill 6,683 Net assets acquired $ 10,049 The purchase price allocation is based upon preliminary information and is subject to change when additional information is obtained. Goodwill results from an assembled workforce, which does not qualify for separate recognition, as well as expected future synergies from combining operations. All the goodwill recognized is expected to be deductible for tax purposes. The Company has not completed its final assessment of the fair values of 1519’s assets acquired and liabilities assumed. The final purchase allocation could result in adjustments to certain assets and liabilities, including the residual amount allocated to goodwill. Identified intangible assets are comprised of customer relationships and contract rights for a total amount of $2.0 million, to be amortized over an estimated useful life of 10 years and 3 years, respectively. Terra Associates, Inc. In the fourth quarter of 2021, the Company signed a purchase agreement to acquire Terra Associates, Inc. (“Terra”), with an effective date of December 31, 2021. Terra is a professional services firm based in Houston, TX specializing in general civil engineering. The Company paid total consideration of $5.8 million, which was comprised of 49,875 shares of common stock, at $21.25 per share, for a total of $1.1 million, plus $4.7 million in cash, promissory note and assumed liabilities. The promissory note has a 3.25% interest rate with equal quarterly payments beginning on March 15, 2022 and ending December 15, 2024. The acquisition of Terra allows Bowman to further enhance its civil engineering competencies thereby allowing the Company to broaden its offerings and better serve its public and private sector customers. The following summarizes the preliminary calculations of the fair values of Terra assets acquired and liabilities assumed as of the acquisition date (in thousands): Total Purchase Price $ 5,812 Purchase Price Allocation: Accounts receivable 794 Contract assets 457 Other assets 6 Intangible assets 1,280 Accounts payable and accrued liabilities, current portion (215 ) Contract liabilities (512 ) Total identifiable assets $ 1,810 Goodwill 4,002 Net assets acquired $ 5,812 The purchase price allocation is based upon preliminary information and is subject to change when additional information is obtained. Goodwill results from an assembled workforce, which does not qualify for separate recognition, as well as expected future synergies from combining operations. All the goodwill recognized is expected to be deductible for tax purposes. The Company has not completed its final assessment of the fair values of Terra’s assets acquired and liabilities assumed. The final purchase allocation could result in adjustments to certain assets and liabilities, including the residual amount allocated to goodwill. Identified intangible assets are comprised of customer relationships and contract rights for a total amount of $1.3 million, to be amortized over an estimated useful life of 10 years and 3 years, respectively. Results from Acquisitions The consolidated financial statements of the Company include the results of operations from any business acquired from their respective dates of acquisition. The following table presents the results of operations of businesses acquired from their respective dates of acquisitions for the year ended December 31, 2021 (in thousands): December 31, 2021 Gross Contract Revenue $ 11,834 Net Income $ 1,539 The following table presents the unaudited, pro forma consolidated results of operations for the years ended December 31, 2021 and 2020 assuming that the acquisitions described above occurred at January 1, 2020. These unaudited pro forma results are presented for informational purposes only and are not meant to represent actual operating results that would have been achieved had the related events occurred on such date (in thousands): December 31, 2021 December 31, 2020 Gross Contract Revenue * $ 177,015 $ 157,703 Net Income $ 3,254 $ 2,788 * Gross contract revenue in these pro forma financials does not conform to GAAP as required by ASC 606, Revenue from Contract with Customers, as it is impracticable to obtain the historical information necessary to apply this accounting standard. The historical estimates required to be able to accurately determine the percent complete accounting on the contracts that comprise the revenue is not available for the required periods. The pro forma information provided is compiled from the pre-acquisition financial information and includes pro forma adjustments to reflect additional depreciation and amortization that would have been expensed assuming the respective assets had been acquired as of January 1 2020. These results also include additional non-cash stock compensation expense assuming acquired employees who received stock grants received those grants on January 1, 2020. |
Disaggregation of Revenue and C
Disaggregation of Revenue and Contract Balances | 12 Months Ended |
Dec. 31, 2021 | |
Disaggregation Of Revenue [Abstract] | |
Disaggregation of Revenue and Contract Balances | 5. Disaggregation of Revenue and Contract Balances The Company generally recognizes revenue over time as control transfers to a customer based upon the extent of progress towards satisfaction of the performance obligation. For services delivered under fixed price contracts, the Company uses the ratio of actual costs incurred to total estimated costs at completion (an input method) as a reasonable measure of progress towards the satisfaction of a performance in order to estimate the portion of revenue earned. A contract containing a mix of hourly and fixed fee assignments may be characterized as one lump sum contract for purposes of ASC Topic 606. As such, a contract must contain hourly billed components exclusively to qualify for the as-billed practical expedient in ASC Topic 606. For the year ended December 31, 2021 the Company derived 95.1% of its revenue from contracts which did not qualify for the practical expedient, and 4.9% of its revenue from qualifying time and material contracts, respectively. The Company had approximately $133.4 million in remaining performance obligations as of December 31, 2021 of which it expects to recognize approximately 86.7% within the next twelve months and the remaining 13.3% thereafter. The Company recognized $1.3 million of revenue for the year ended December 31, 2021, which was included in the contract liabilities balance as of December 31, 2020. |
Contracts in Progress
Contracts in Progress | 12 Months Ended |
Dec. 31, 2021 | |
Contract With Customer Asset And Liability [Abstract] | |
Contracts In Progress [Text Block] | 6. Contracts in Progress The following table reflects the calculation of the net balance of contract assets and contract liabilities. Costs and estimated earnings on contracts in progress consist of the following (in thousands): December 31, 2021 December 31, 2020 Costs incurred on uncompleted contracts $ 168,110 $ 113,856 Estimated contract earnings in excess of costs 229,949 151,423 Estimated contract earnings to date 398,059 265,279 Less: billed to date (393,493 ) (260,142 ) Net contract assets $ 4,566 $ 5,137 |
Notes Receivable
Notes Receivable | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
Notes Receivable | 7. Notes Receivable The Company has unsecured notes receivable from related parties, certain non-executive officers of the Company and an unrelated third party. The following is a summary of these notes receivable (in thousands): December 31, 2021 December 31, 2020 Officers, employees and affiliated entities - Interest accrues annually at rates ranging from 0.0% - 5.5%. The notes receivable mature through November 2024 $ 2,478 $ 2,479 Unrelated third party - Currently no interest is being accrued on this note. The note receivable matures in December 2023 903 903 Total: 3,381 3,382 Less: current portion Officers, employees and affiliates (1,260 ) (1,182 ) Noncurrent portion $ 2,121 $ 2,200 Each borrower may prepay all or part of the outstanding balance at any time prior to the date of maturity. During the year ended December 31, 2021, interest accrued on the notes receivable at the stipulated rates between 0.0% and 5.50%. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | 8. Property and Equipment, Net Property and equipment for fixed assets are as follows (in thousands): December 31, 2021 December 31, 2020 Computer equipment $ 1,279 $ 1,276 Survey equipment 4,625 4,444 Vehicles 763 463 Furniture and fixtures 1,675 1,638 Leasehold improvements 6,886 5,887 Software 332 283 Fixed assets pending lease financing 1 519 146 Total: 16,079 14,137 Less: accumulated depreciation (10,669 ) (9,912 ) Property and Equipment, net of capital leased assets $ 5,410 $ 4,225 1 Depreciation expense for fixed assets for the years ended December 31, 2021 and 2020 was $0.8 million and $0.7 million, respectively. Property and equipment for capital leased assets are as follows (in thousands): December 31, 2021 December 31, 2020 Equipment $ 15,391 $ 8,590 Vehicles 5,542 3,825 Total: 20,933 12,415 Less: accumulated amortization on leased assets (6,141 ) (1,283 ) Capital Leased Assets, net $ 14,792 $ 11,132 Amortization expense for capital leased assets for the years ended December 31, 2021 and 2020 was $5.2 million and $1.3 million, respectively. |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill | 9. Goodwill The following is a summary of goodwill resulting from business acquisitions held by the Company at December 31, 2021 (in thousands): Goodwill Balance as of December 31, 2020 $ 9,179 Acquisitions 19,292 Balance as of December 31, 2021 $ 28,471 |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Intangible Assets [Abstract] | |
Intangible Assets | 10. Intangible Assets Total intangible assets consisted of the following at December 31, 2021 and December 31, 2020 (in thousands): December 31, 2021 December 31, 2020 Gross Amount Accumulated Amortization Net Balance Gross Amount Accumulated Amortization Net Balance Customer relationships $ 10,018 $ (665 ) $ 9,353 $ 809 $ (382 ) $ 427 Contract rights 2,333 (224 ) 2,109 150 (150 ) - Leases 160 (17 ) 143 - - - Non-compete agreement 137 (137 ) - 137 (114 ) 23 Domain name 281 - 281 281 - 281 Licensing rights 400 - 400 400 - 400 Total $ 13,329 $ (1,043 ) $ 12,286 $ 1,777 $ (646 ) $ 1,131 The domain name and licensing rights acquired during the year ended December 31, 2021 for a total of $0.7 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: December 31, 2021 December 31, 2020 Customer relationships 10.32 4.98 Contract rights 2.87 2.00 Leases 9.17 - Non-compete agreement 3.00 3.00 Amortization expense for the years ended December 31, 2021 and 2020 was $0.4 million and $0.2 million, respectively. Future amortization is as follows for the years ending December 31 (in thousands): 2022 $ 1,870 2023 1,809 2024 1,567 2025 950 Thereafter 5,409 Total $ 11,605 |
Bank Revolving Line of Credit a
Bank Revolving Line of Credit and Fixed Credit Facilities | 12 Months Ended |
Dec. 31, 2021 | |
Line Of Credit Facility [Abstract] | |
Bank Revolving Line of Credit and Fixed Credit Facilities | 11. Bank Revolving Line of Credit and Fixed Credit Facilities In 2017, the Company entered into a credit agreement (“the Credit Agreement”) with Bank of America (“the Bank”) which included a revolving line of credit (“the Revolving Line”) and a non-revolving line of credit (“the Fixed Line #1”). The Revolving Line allowed for repayments and re-borrowings. The maximum advance was equal to the lesser of $12.4 million (“the Credit Limit”) or the Borrowing Base as defined in the Credit Agreement. The Borrowing Base is computed based upon a percentage of eligible receivables within each aging category under 120 days and is further refined for customer type. Receivables more than 120 days and those from related parties or affiliates are not considered to be eligible receivables for the Borrowing Base. During the year ended December 31, 2019, the Credit Limit increased to $15.0 million. During the year ended December 31, 2019, a second non-revolving line of credit was established (Fixed Line #2). During the year ended December 31, 2020, the Company entered into an additional credit agreement with Bank of America (Facility #4). Both credit agreements contained certain financial covenants including fixed charge coverage ratio, debt to EBITDA and adjusted debt to EBITDA, all of which the Company complied with on December 31, 2021. On July 30, 2021, the Company entered into a Sixth Amendment to the Credit Agreement whereby the Company and the Bank agreed to extend the maturity date of the Revolving Line to July 31, 2023. The Sixth Amendment also eliminated the adjusted debt to EBITDA covenant along with certain administrative requirements and established the Secured Overnight Financing Rate (SOFR) as the replacement for LIBOR. Additional modifications to the Revolving Line included expanded allowances for acquisition and reduced interest rate spreads to a range of 2.00% to 2.60%, among other things. As of June 30, 2021, t he Revolving Line required monthly payments of interest at the greater of the London Interbank Offered Rate (LIBOR) daily floating rate or 1.25 % plus an applicable rate which varied between 2.35 % and 2.95 % based on the Company achieving certain leverage ratios as defined in the Credit Agreement. On December 31 , 2021, and December 31 , 2020, the interest rate was 3.25 % and 3.60 % , respectively. All outstanding principal is due upon expiration, which was extended to July 31, 2023 , when the Company entered into the Sixth Amendment to the Credit Agreement. The Revolving Line is reported as bank line of credit on the consolidated balance sheets. On December 31, 2021 and December 31, 2020, the outstanding balance on the Revolving Line was $ 0 and $ 3.5 million , respectively . Fixed Line #1 has a maximum advance of $1.0 million, does not allow for re-borrowings and is included in Notes Payable on the consolidated balance sheets (see Note 12). Beginning October 1, 2017, the Company began paying interest on a monthly basis at a rate per year equal to LIBOR plus 2.75%. On December 31, 2021 and December 31, 2020, the interest rate was 2.85% and 2.91%, respectively. Commencing the earlier of i) the date no remaining amount is available under the Fixed Line or, ii) August 31, 2018, the Company is obligated to pay the then outstanding principal balance in sixty equal monthly installments through maturity in August 2023. On December 31, 2021, and December 31, 2020, the outstanding balance on Fixed Line #1 was $0.3 million and $0.5 million, respectively. Fixed Line #2 has a maximum advance of $1.0 million, does not allow for re-borrowings and is included in Notes Payable on the consolidated balance sheets (see Note 12). On April 1, 2020, the Company began paying interest monthly at a rate per year equal to LIBOR plus 2.00%. On December 31, 2021 and December 31, 2020, the interest rate was 2.10% and 2.2%, respectively. Commencing the earlier of i) the date no remaining amount is available under the Fixed Line or, ii) August 31, 2020, the Company is obligated to pay the then outstanding principal balance in sixty equal monthly installments through maturity in September 2025. On December 31, 2021 and December 31, 2020, the outstanding balance on Fixed Line #2 was $0.7 million and $0.9 million, respectively. Facility #4 is a term loan with a principal loan amount of $1.0 million and is included in Notes Payable on the consolidated balance sheets (see Note 12). The loan is to be repaid over thirty-six months beginning April 13, 2020 through maturity on March 13, 2023. The payments consist of principal and interest in equal combined installments of $29,294. The interest rate on this loan is 3.49%. On December 31, 2021 and December 31, 2020, the outstanding balance on Facility #4 was $0.4 million and $0.8 million, respectively. The Company secures its obligations under the Credit Agreement with substantially all assets of the Company. Obligations of the Company to certain other shareholders of the Company are subordinated to the Company’s obligations under the Credit Agreement and Fixed Line loans. The Company must maintain, on a combined basis certain financial covenants defined in the Credit Agreement. Interest expense on the Revolving and Fixed Lines totaled $0.1 million and $0.3 million during the years ended December 31, 2021 and 2020. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2021 | |
Debt Instruments [Abstract] | |
Notes Payable | 12. Notes Payable Notes payable consist of the following (in thousands): December 31, 2021 December 31, 2020 Related parties: Shareholders - Interest accrues annually at rates ranging from 0.00% - 6.25%. The notes payable mature on various dates through October 2025. $ 10,771 $ 2,202 Owners of Acquired Entity - Interest accrues annually at 3.25%. The note payable matures October 2024 450 - Unrelated third parties: Note payable for purchase of software 34 - Note payable for purchase of intangible asset 100 - Fixed line notes payable - see note 11 1,502 2,219 Total 12,857 4,421 Less: current portion (4,450 ) (1,592 ) Noncurrent portion $ 8,407 $ 2,829 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 $0.2 million and $0.2 million for the years ended December 31, 2021 and 2020, respectively. Future principal payments on notes payable are as follows for the years ending December 31 (in thousands): 2022 $ 4,679 2023 4,191 2024 3,625 2025 362 Total $ 12,857 |
Stock Subscription Notes Receiv
Stock Subscription Notes Receivable | 12 Months Ended |
Dec. 31, 2021 | |
Stock Subscription Notes Receivable [Abstract] | |
Stock Subscription Notes Receivable | 13. Stock Subscription Notes Receivable Prior to becoming a public company, periodically, the Company offered certain key employees the opportunity to purchase shares of the Company’s common stock. Typically, the subscribed shares were financed by the Company and such shares were issued in the name of the subscriber with the Company retaining possession of, as well as a security interest in, all share certificates until such time as each promissory note was repaid by the subscriber. Promissory note payments include principal plus interest ranging from 3.25% to 4.75% or the Wall Street Journal prime rate. During the years ended December 31, 2021 and 2020, the Company issued $0 and $0.5 million, respectively, of stock subscription notes receivable and received $0.3 million and $0.2 million of principal payments from the subscriber, respectively. On December 31, 2021 and 2020, seven and seventeen shareholders owed the Company a combined total of $0.3 million and $0.6 million, respectively, in outstanding principal. These balances are reported as a reduction shareholders’ equity on the consolidated balance sheets. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 14. Related Party Transactions The Company leases commercial office space from BCG Chantilly, LLC (BCC), an entity in which Mr. Bowman, Mr. Bruen and Mr. Hickey collectively own a 63.6% interest. As of December 31, 2021 and 2020, there were no amounts due to or receivables due from BCC. Rent expense for years ended December 31, 2021 and 2020 was $0.1 million and $0.1 million, respectively. Bowman Lansdowne Development, LLC (BLD) is an entity in which Mr. Bowman, Mr. Bruen, Mr. Hickey have an ownership interest. On December 31, 2021 and 2020, the Company’s notes receivable included $0.5 million and $0.5 million, respectively, from BLD, with a maturity date of January 31, 2024. Lansdowne Development Group, LLC (LDG) is an entity in which BLD has a minority ownership interest. On December 31, 2021 and 2020, our accounts receivable included $0.1 million and $0.1 million, respectively, due from LDG. On December 31, 2021 and 2020, notes receivable included $0.4 million and $0.4 million, respectively, from LDG, with a maturity date of January 31, 2024. Bowman Realty Investments 2010, LLC (BR10) is an entity in which Mr. Bowman, Mr. Bruen, Mr. Hickey have an ownership interest. On December 31, 2021 and 2020, the Company’s notes receivable included $0.2 million and $0.2 million, respectively, from BR10, with a maturity date of January 31, 2024. Alwington Farm Developers, LLC (AFD) is an entity in which BR10 has a minority ownership interest. On December 31, 2021 and 2020, notes receivable included $1.2 million and $1.2 million, respectively, from AFD, with a maturity date of December 31, 2022. MREC Shenandoah VA, LLC (“MREC Shenandoah”) is an entity in which Lake Frederick Holdings, LLC (“Lake Frederick Holdings”) owns a 92% interest and Shenandoah Station Partners LLC, an entity owned in part by Bowman Lansdowne and in part by Bowman Realty 2013, owns an 8% interest. Mr. Bowman owns a 100% interest in, and is the manager of, Lake Frederick Holdings. Mr. Bowman, Mr. Bruen and Mr. Hickey are each members of Bowman Realty 2013. Since 2020, the Company has provided engineering services to MREC Shenandoah in exchange for cash payments. During the years ended December 31, 2021 and 2020, the Company received payments for engineering services provided to MREC Shenandoah in the amounts of $0.8 million and $0.1 million, respectively. During the years ended December 31, 2021 and 2020, the Company provided administrative, accounting and project management services to certain of the related party entities. The cost of these services was $0.1 million and $0, respectively. These entities were billed $0.1 million and $0, respectively. Gregory Bowman, the son of Mr. Bowman, is a full-time employee of the Company. Gregory Bowman was paid $0.1 million and $0.1 million for the years ended December 31, 2021 and 2020, respectively. Bowman Realty Investments 2013 LLC (BR13) is an entity in which Mr. Bowman, Mr. Bruen, and Mr. Hickey have an ownership interest. Leesburg Acquisition Partners (LAP) is an entity in which Mr. Bowman, Mr. Bruen and Mr. Hickey have an ownership interest. During the year ended December 31 , 2021, the Company made $ 28,808 of back charge payments relating to work performed for LAP in prior years. On December 31, 2021 and 2020, the Company was due $0.3 million and $0.6 million, respectively, from shareholders under the terms of stock subscription notes receivable. On December 31, 2021 and 2020, the Company owed $0.2 million and $0.3 million, respectively to a retired shareholder and former director in connection with a 2015 acquisition. As of December 31, 2021 and 2020, the Company owed certain of our current and former shareholders $10.8 million and $2.2 million, respectively. The notes result from repurchases of stock from shareholders upon termination of employment and promissory notes issued in connection with acquisitions. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 15. Income Taxes The provision for income taxes consisted of the following (in thousands): December 31, 2021 December 31, 2020 Current expense: Federal $ 159 $ (6 ) State 431 662 Foreign 13 7 Total 603 663 Deferred expense (benefit): Federal (1,989 ) 404 State (193 ) (78 ) Total (2,182 ) 326 Provision for income taxes $ (1,579 ) $ 989 The Company measures deferred tax assets and liabilities based on the difference between the financial statement and tax bases of assets and liabilities at the applicable tax rates. Components of the Company’s deferred tax asset and liability are as follows (in thousands): December 31, 2021 December 31, 2020 Deferred tax assets: Research and development credit carryover $ 2,943 $ 1,557 Deferred rent expense 1,248 1,073 Intangible asset amortization 68 23 Net operating loss 2 - Bad debt reserve 456 - Accrued employee related expenses 1,237 - Performance stock units 71 - Acquisition related transaction costs 139 - 6,164 2,653 Deferred tax liabilities: Fixed asset depreciation (3,718 ) (2,866 ) Prepaid expenses (540 ) - Accrual to cash - (5,398 ) Section 481(a) adjustment (5,178 ) - Goodwill amortization (1,018 ) (861 ) (10,454 ) (9,125 ) Net deferred tax liabilities $ (4,290 ) $ (6,472 ) As of December 31, 2021, the Company has state net operating loss carryforwards of $0.1 million and gross federal R&D credit carryforwards of $3.2 million, respectively. The net federal carryforward is $2.9 million after the reduction for UTPs. For the same period ended December 31, 2020, the Company did not have any net operating loss carryforwards and had $1.7 million in gross federal R&D credits. The net federal carryforward is $1.6 million after the reduction for UTPs. The state net operating loss carryforward has a 20-year carryforward period and will expire in 2041. The federal R&D credits have a 20-year carryforward period and begin to expire in 2039. The Company’s tax attributes, including net operating losses and credit, are subject to any ownership changes as defined under the Internal Revenue Code Sections 382 and 383. A change in ownership could affect the Company’s ability to utilize its net operating losses and credits. The Company has recognized the portion of net operating losses and R&D credits acquired that will not be limited and more likely than not be realized. Based on the Company’s operating history and management’s expectation regarding future profitability, management believes the Company’s deferred tax assets will be realizable under ASC 740, Income Taxes. Accordingly, no valuation allowance exists as of December 31, 2021 and 2020. Income tax expense differed from the amounts computed by applying the federal statutory income tax rate of 21% to pretax income due to the following adjustments (in thousands): December 31, 2021 December 31, 2020 Statutory rate $ (269 ) $ 410 State income taxes, net of federal benefit (132 ) 69 Effective rate differential for DCPC—S-corp - (59 ) State income tax rate change 85 77 Section 162(m) compensation differences 332 - Other permanent differences 84 68 Stock repurchase liability - 1,474 Valuation allowance - 27 Change in tax status - 170 Other 90 42 Research & development credit (1,969 ) (1,289 ) Uncertain tax positions 200 - Provision for income tax $ (1,579 ) $ 989 The adjustment to the statutory rate from state income tax rates for the year ended December 31, 2021 are the result of changes in apportionment of revenue with a higher percentage of the Company’s revenue being derived from states with higher state rates such as Illinois. The adjustment to the statutory rate from state income tax rates for the year ended December 31, 2020 are the result of the DCPC acquisition and the impact it had on state rates. The adjustment to the statutory rate from stock purchase liability changes for the years ended December 31, 2020 is the result of permanent differences created by the recognition of non-cash stock compensation expenses in connection with the periodic measurements of the liability to common stock subject to repurchase. The adjustment to the statutory rate from Internal Revenue Code Section 162(m) for the year ended December 31, 2021 is the result of permanent differences created by the disallowance of certain executive compensation in excess of $1.0 million. The adjustment to the statutory rate from research and development credits for the year ended December 31, 2021 and 2020 are the result of application of research and development tax credits annually earned by the Company in connection with certain at-risk work performed on behalf of our customers. An unrecognized tax benefit of $0.1 million and $0.1 million for the years ended December 31, 2021 and 2020, respectively is included in the adjustment for the research and development tax credits. The Company has elected to record tax related penalties and interest as current income tax expense. As of December 31, 2021 total penalties and interest related to uncertain tax positions is $26,000. A reconciliation of the beginning balance and ending amounts of unrecognized tax benefits (excluding interest and penalties) is as follows for the year ended December 31, 2021 and 2020 (in thousands): December 31, 2021 December 31, 2020 Balances at January 1 $ 151 $ 83 Additions based on tax positions related to the prior year 418 - Decreases based on tax positions related to prior year - - Additions based on tax positions related to the current year 1,700 68 Settlements - - Reductions for tax positions due to lapse of statute - - Other changes - - Balances at December 31 $ 2,269 $ 151 For the period ending December 31, 2021, the Company recorded uncertain tax position of $0.1 million for not filing an income tax return with the state of Florida for prior years. The Company has submitted a Voluntary Disclosure Agreement to the state of Florida which is expected to be accepted in 2022. If the Voluntary Disclosure Agreement is accepted in 2022, the uncertain tax position related to Florida would reverse to $0 and there would be no effective tax rate impact. For the periods ending December 31, 2021 and December 2020, the Company has an ending uncertain tax position of $0.2 million and $0.2 million against its R&D credit. For the period ending December 31, 2021, the Company recorded an uncertain tax position of $1.9 million for being on an impermissible method in deducting stock-based compensation expense for income tax purposes consistent with the timing as recognized for book purposes. The Company will be filing Form 3115 with the Internal Revenue Service requesting to change from the impermissible method to a permissible method. It is expected that the Form 3115 will be approved during 2022 which will result in a reversal of the uncertain tax position to a deferred tax liability and there would be no effective tax rate impact. The Company files income tax returns in the U.S. federal jurisdiction and certain states in which it operates. The Company’s federal income tax returns for tax years 2018 and after remain subject to examination by the U.S. Internal Revenue Service. The statute of limitations on the Company’s state income tax returns generally conforms to the federal three-year statute of limitations. On March 27, 2020, the President of the United States signed into law the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”). The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. The Company deferred employer payroll taxes under the CARES Act, of which $1.2 million is still accrued as of December 31, 2021. The Company has assessed the impact of the CARES Act and we do not expect there to be a material impact to our income tax expense. |
Employee Stock Purchase and Sto
Employee Stock Purchase and Stock Incentive Plans | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Employee Stock Purchase and Stock Incentive Plans | 16. Employee Stock Purchase and Stock Incentive Plans Employee Stock Purchase Plan Effective April 30, 2021, the Company established the Bowman Consulting Group Ltd. 2021 Employee Stock Purchase Plan (“ESPP”). Under the Company’s Employee Stock Purchase Plan, eligible employees who elect to participate are granted the right to purchase shares of common stock at a 15% discount of the weighted average selling price of the Company stock for the 30 days prior to the last day of the offering period. The following table summarizes the stock issuance activity under the Employee Stock Purchase Plan for the year ended December 31, 2021 (in thousands, except share data): December 31, 2021 Purchase price paid for shares sold $ 479 Number of shares sold 35,886 Stock Options Effective May 11, 2021 the Company established the Bowman Consulting Group Ltd. 2021 Omnibus Equity Incentive Plan (“the Plan”). The plan is administered by the Board of Directors through which they can grant stock options, including Incentive Stock Options (“ISO”), and non-qualified stock options (“NQSO”). The purpose of the Plan is to grant equity incentive awards to eligible participants to attract, motivate and retain key personnel. The Plan supersedes and replaces any prior plan for stock options except that the prior plan shall remain in effect with respect to options granted under such prior plan until such options have been exercised, expired or canceled. The number of shares for which each option shall be granted, whether the option is an ISO or NQSO, the option price, the exercisability of the option, and all other terms and conditions of the option are determined by the Board at the time the option is granted. The options generally vest over a period between two and five years. For the year ended December 31, 2021, no new option shares were granted. For the year ended December 31, 2020, 7,434 substantive options were granted. The assumptions used to value the options granted include: December 31, 2020 Expected volatility 25.0 % Expected dividend yield 0.0 % Expected option term (in years) 5.0 Risk-free interest rate 2.5 % 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 January 1, 2020 56,404 $ 5.68 Granted 7,434 7.34 Exercised (10,561 ) 5.92 Expired or cancelled - - Outstanding at December 31, 2020 53,277 $ 5.87 Granted - - Exercised (38,350 ) 5.82 Expired or cancelled - - Outstanding at December 31, 2021 14,927 $ 5.99 The following summarizes information about options outstanding and exercisable at January 1, 2021 and December 31, 2021: Options Outstanding and Exercisable Exercise Price Total Outstanding Weighted Average Remaining Life (Years) Weighted Average Exercise Price Total Exercisable January 1, 2021 $ 6.37 53,277 4.5 $ 5.87 53,277 December 31, 2021 $ 6.57 14,927 5.0 $ 5.99 14,927 The intrinsic value of these options on December 31, 2021 and 2020 was $14.68 and $6.43, respectively. The Company received cash payments of $0.1 million and $0.1 million from the exercise of options under the Stock Option Plan in the years ended December 31, 2021 and 2020, respectively. The Company recorded $0 and $22,443 of compensation cost related to stock options associated with the issuance of non-recourse, stock subscription notes during the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021, there is no unrecognized compensation costs related to non-vested share-based compensation arrangements granted under the Stock Option Plan. The remaining unexercised shares are from substantive options in which the non-recourse notes may be pre-paid, therefore the Company recognized the total calculated compensation expense at the time of issuance. Stock Bonus Plan Effective May 11, 2021, the Company established the Bowman Consulting Group Ltd. 2021 Omnibus Equity Incentive Plan (“the Plan”). The Plan is administered by the Board of Directors through which they can issue restricted stock awards. As of December 31, 2021, 2,876,250 shares of common stock are authorized and reserved for issuance under the Plan. This reserve automatically increases on each January 1, for the duration of the Plan, in an amount equal to 5% of the total number of shares outstanding on December 31 st of the preceding calendar year. During the year ended December 31, 2021, the Board granted 1,631,645 shares under the Plan. The shares have a vesting period of up to five years during which there are certain restrictions as defined by the Plan and Stock Bonus Agreements. The grant date fair value of the award is the closing price of the Share on such date, or if there are no sales on such date, on the next preceding day on which there were sales. Effective April 2003, the Company adopted the Bowman Consulting Group Ltd. Stock Bonus Plan (“the Stock Bonus Plan”), which allowed for the awarding of shares of common stock to employees. The Stock Bonus Plan was superseded by the Bowman Consulting Group Ltd. 2021 Omnibus Equity Incentive Plan except that the Stock Bonus Plan shall remain in effect with respect to awards granted under it until such awards have been forfeited or fully vested. During the years ended December 31, 2021 and 2020, the Board granted 49,383 and 657,676 shares, respectively, under the Stock Bonus Plan. The shares have a vesting period of up to four years during which there are certain restrictions as defined by the Stock Bonus Plan and Stock Bonus Agreements. The grant date fair value of the Company’s shares, as determined by a third-party valuation and approved by the Board at the time of award ranged from $12.80 to $8.72, per share during the years ended December 31, 2021 and 2020. The following table summarizes the activity of restricted shares subject to forfeiture: Number of shares Weighted Average Grant Price Outstanding at January 1, 2020 156,409 5.59 Granted 657,673 11.00 Vested (108,206 ) 6.49 Cancelled (2,950 ) 5.49 Outstanding at December 31, 2020 1 702,926 10.51 Outstanding at December 31, 2020, as modified 2 702,926 12.80 Granted 1,681,028 14.06 Vested (156,488 ) 12.91 Cancelled (9,183 ) 13.98 Outstanding at December 31, 2021 2,218,283 13.74 1 Weighted average grant price at December 31, 2020 represents the grant date fair value of Stock Awards as originally issued. 2 Weighted average grant price at December 31, 2020, as modified, represents the as adjusted fair value of the outstanding Stock Awards on the date of modification in connection with the settlement of the liability to common shares subject to repurchase. On November 10, 2021 the Company’s Board of Directors adopted the 2021 Executive Officers Long Term Incentive Plan (“Officers LTIP”). The Officers LTIP is established under the Company’s 2021 Omnibus Equity Incentive Plan and is subject to the terms and conditions thereof. The purpose of this plan is to attract, retain and motivate key officers and employees through the grant of equity-based awards that reward Company performance over a period greater than one year and align their interests with long-term stockholder value. During the year ended December 31, 2021, the Board granted 260,842 shares under the Officers LTIP plan. The shares granted are performance stock units, subject to a market condition, with a vesting period of 2.16 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 November 1, 2021 to December 31, 2023. 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, 2021 - - Granted 260,842 13.81 Vested - - Cancelled - - Outstanding at December 1, 2021 260,842 13.81 The Company recognizes forfeitures as they occur. The following table represents the change in the liability to common shares subject to repurchase and the associated non-cash compensation expense for the years ended December 31, 2021 and 2020 (in thousands): December 31, 2021 December 31, 2020 Beginning Balance $ 842 $ 8,267 Non-cash compensation from ratable vesting 41 2,712 Non-cash compensation from change in fair value of liability 2 2,457 Other stock activity, net 516 (786 ) Reclassification upon modification (1,394 ) (11,808 ) Ending balance $ 7 $ 842 As of December 31, 2021, the Company had 2,479,125 of unvested stock awards that vest between January 1, 2022 and May 11, 2026. The future expense of the unvested awards by year is as follows (in thousands): 2022 $ 10,581 2023 9,325 2024 4,860 2025 1,346 Thereafter 281 Total $ 26,393 |
Employee Retirement Plan
Employee Retirement Plan | 12 Months Ended |
Dec. 31, 2021 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Retirement Plan | 17. Employee Retirement Plan The Company maintains a tax-deferred savings plan (the “Retirement Plan”) in accordance with section 401(k) of the Internal Revenue Code of 1986, as amended, which became effective January 1, 1996. In general, all full-time employees who have attained age eighteen are eligible to participate in the Retirement Plan on the first day of the month following the date of hire. Under terms of the Retirement Plan, the Company makes matching contributions to eligible employee wage deferrals into the Retirement Plan. Matching contributions are subject to a vesting period. Additionally, the Company may, at its discretion, make additional contributions to the Retirement Plan. |
Capital Leases
Capital Leases | 12 Months Ended |
Dec. 31, 2021 | |
Capital Leases Of Lessee [Abstract] | |
Capital Leases | 18. Capital Leases On September 30, 2020, the Company converted operating leases for equipment and vehicles to capital leases and recorded the associated equipment purchases and capital lease liability, current and non-current. The payment terms on the lease agreements range between 30 and 50 months with payments totaling approximately $0.5 million per month. We use the incremental borrowing rate on our revolving line of credit to calculate the present value on new leases. Future minimum commitments under non-cancelable capital leases for the succeeding years are as follows (in thousands): 2022 $ 5,899 2023 4,620 2024 2,435 2025 1,364 Total minimum lease payments $ 14,318 Less: amount representing interest (1,524 ) Present value of total net minimum lease payments $ 12,794 Less: current portion of net minimum lease payments (5,136 ) Long-term portion of net minimum lease payments $ 7,658 The above table is exclusive of the $2.4 million bargain purchase price associated with the $15.2 million total liability to capital leases as presented on the consolidated balance sheet. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 19. Commitments and Contingencies Operating leases The Company leases office space, equipment and vehicles. The Company financed vehicles, certain IT, and other equipment under the terms of three primary master lease agreements accounted for as operating leases until September 30, 2020, when the Company converted the equipment and vehicles to capital lease as referenced in Note 18. The Company now leases nearly all equipment and vehicles under capital lease agreements and all office space under operating lease agreements. Rent, vehicle and equipment lease expense for the years ended December 31, 2021 and 2020 was $5.8 million and $7.3 million, respectively. Future minimum lease payments for the remaining operating leases for equipment and rent are as follows for the years ending December 31 (in thousands): 2022 $ 6,845 2023 5,125 2024 4,512 2025 3,773 2026 2,956 Thereafter 6,432 Total $ 29,643 |
Other
Other | 12 Months Ended |
Dec. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Other | 20. Other The Company is subject to legal proceedings and claims which arise in the ordinary course of business. In the opinion of management, the ultimate outcome of these matters will not be material to the Company’s combined financial position, results of operations or cash flows. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 21. Subsequent Events On February 11, 2022, the Company closed on an offering of common stock in which it issued and sold 900,000 shares at an offering price of $16.00 per share, resulting in net proceeds of $13.7 million after deducting underwriting discounts and commissions, but before expenses of the offering. Also included in the offering Mr. Bowman sold 150,000 shares of common stock. On February 28, 2021, the underwriters exercised their option to purchase an additional 157,500 shares of the Company’s common stock at an offering price of $16.00 per share, resulting in additional gross proceeds of approximately $2.5 million. After giving effect to this exercise of the overallotment option, the total number of shares sold by the Company in this common stock offering increased to 1,057,500 shares with total gross proceeds of approximately $16.9 million. The exercise of the over-allotment option closed on March 2, 2022, at which time the Company received net proceeds of $2.4 million after underwriting discounts and commissions. See Common Stock Offering in Note 1 for further details. On February 2, 2022, the Company completed the acquisition of assets and operations of Perry Engineering located in Tucson, Arizona. In connection with the acquisition, the Company issued 9,833 shares of common stock to the seller. Given the short period of time between the acquisition date and the issuance of this annual report on Form 10-K, it is not practicable to disclose the preliminary purchase price allocations for this transaction. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
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 Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is either not an emerging growth company or, an emerging growth company that has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used. |
Revenue Recognition | Revenue Recognition Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contract with Customers (“ASC Topic 606”) provides a single comprehensive revenue recognition framework and supersedes almost all revenue recognition guidance including industry-specific revenue guidance. The Company adopted this standard effective January 1, 2019, the first day of the Company’s fiscal year. 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 estimate of the allowance, including knowledge of a client’s financial condition, its historical collection experience, and other factors relevant to assessing the collectability of such receivables. 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. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could vary from the estimates and assumptions that were used. |
Cash and Cash Equivalent | Cash and Cash Equivalent The Company considers cash on deposit and all highly liquid investments with original maturities of three months or less when purchased to be cash and cash equivalents. Cash consists primarily of cash in accounts held at a financial institution. Certain of these accounts are designated as zero balance accounts wherein the balance is swept out nightly to reduce the Company’s line of credit balance, if any. |
Concentration of Credit Risk and other Concentrations | Concentration of Credit Risk and other Concentrations The Company’s financial instruments that are exposed to concentrations of credit risk consist of cash and accounts receivable. Cash balances at various times during the year may exceed the amount insured by the Federal Deposit Insurance Corporation. The Company’s cash deposits are held in institutions whose credit ratings are monitored by management, and the Company has not incurred any losses related to such deposits. The Company can, at times, be subject to a concentration of credit risk with respect to outstanding accounts receivable. However, the Company believes no such concentration existed during the years ended December 31, 2021 and 2020. The Company’s customers are located throughout the United States. Although the Company generally grants credit without collateral, management believes that its contract acceptance, billing, and collection policies are adequate to minimize material credit risk. Also, for non-governmental customers, the Company can often place mechanics liens against the real property associated with the contract in the event of non-payment. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts 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, 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. As of December 31, 2021 and 2020, the balance in the allowance for doubtful accounts was $1.6 million and $1.5 million, respectively. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost. Improvements and replacements of property and equipment are capitalized. Maintenance and repairs that do not improve or extend the lives of property and equipment are charged to expense as incurred. Upon the sale or retirement of property and equipment, the cost and related accumulated depreciation are removed from the respective accounts and any gain or loss is reported in the combined statements of operations. Depreciation is provided for using the straight-line method over the estimated useful lives as follows for the major classes of assets: Computer equipment 3 to 5 years Survey equipment 2 to 5 years Vehicles 5 years Furniture and fixtures 7 years Software 3 to 5 years Leasehold improvements the lesser of useful life or term of lease For the years ended December 31, 2021 and 2020, the Company recognized a $0.1 million and a $0.1 million gain from the disposal of certain pieces of property and equipment in connection with sale-leaseback transactions, respectively. This amount is recorded within gain on sale on the accompanying combined financial statements |
Business Combinations | Business Combinations Business combinations are accounted for under the acquisition method of accounting, which requires recognition separately from goodwill, the assets acquired, and the liabilities assumed at their acquisition date fair values. While best estimates and assumptions are used to calculate the fair value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, when applicable, the estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, adjustments that are based on new information obtained about facts and circumstances that existed as of the acquisition date are recorded to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recognized in the consolidated income statements. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The purchase price of an acquired business is allocated to the tangible assets and separately identifiable intangible assets acquired, less liabilities assumed, based upon their respective fair values with any excess purchase price over such fair values being recorded as goodwill. Goodwill and intangible assets acquired in a business combination and determined to have indefinite useful life are not amortized, but instead are reviewed for impairment annually, or more frequently if impairment indicators arise. Intangible assets with estimable useful lives are amortized over such lives and reviewed for impairment if indicators are present. The Company performs its annual impairment test as of October 1 of each year. As its business is highly integrated and its components have similar economic characteristics, the Company has concluded it has one reporting unit at the combined entity level. The Company performs a Step 1 impairment analysis by comparing the fair value of the reporting unit to carrying amount. Management engaged a third-party valuation firm to assist with the determination of fair value for the years ended December 31, 2021 and 2020. The fair value of the reporting unit derives from multiple weighted valuation techniques. If the fair value of the reporting unit is less than its carrying amount, we conduct a Step 2 impairment analysis to determine the implied fair value of the reporting unit’s goodwill. An impairment loss is recognized for the difference of the reporting unit’s implied fair value of goodwill and its carrying amount . The Company performed an impairment analysis for the years ended December 31, 2021 and 2020 and concluded that the fair value of the reporting unit was in excess of its carrying amount, and as such, no impairment was required. Definite-lived intangibles include customer relationships, contract rights, and non-compete agreements that were acquired through assets acquisition or business combination. These definite-lived intangible assets, other than customer relationships, are amortized over their estimated useful life ranging from two to five years using a straight-line method. The Company is required to review long-lived assets and definite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset might not be recoverable. Recoverability of assets held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered impaired, the impairment recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. We report assets to be disposed of at the lower of the carrying amount or fair value, less cost to sell. There were no event or changes in circumstances, for the years ended December 31, 2021 and 2020, that indicated impairment of any long-lived assets. |
Deferred Offering Costs | Deferred Offering Costs Upon closing of the planned initial public offering (“IPO”), deferred offering costs, consisting of legal, accounting and other fees directly related to the IPO will net against the gross proceeds. As of December 31, 2020, the Company recorded $0.9 million of deferred offering costs that are included in other assets on the accompanying consolidated balance sheet. Upon closing of the planned subsequent offering, deferred offering costs, consisting of legal, accounting and other fees directly related to the subsequent offering will net against the gross proceeds. As of December 31, 2021, the Company recorded $0.1 million of deferred offering costs that are included in other assets on the accompanying consolidated balance sheet. |
Deferred Rent | Deferred Rent The Company recognizes rent expense on a straight-line basis over the term of each operating lease commencing on the date the Company takes possession of the leased premises. In addition, the Company records allowances such as free rent or improvement allowances as deferred rent in the consolidated balance sheets and amortizes the amount on a straight-line basis over the term of the related operating lease. |
Stock-based Compensation | Stock-based Compensation Shares originating from the granting of restricted stock bonus awards, stock options and the sale of stock to employees at prices below fair value are subject to Accounting Standards Codification Topic 718, Compensation – Stock Compensation On December 22, 2020 and December 31, 2020, the Company modified its stock-based compensation agreements resulting in a change in classification of the majority of these awards from liability to equity. The modification resulted in a final fair value liability measurement and non-cash compensation expense relating to certain of the shares subject to repurchase and the effective exchange of those shares for permanent equity. Certain stock-based awards for which there were no modifications to the terms of repurchase continue remain classified as liabilities with periodic changes in the fair value measurement recognized as non-cash compensation expense. For ASC Topic 718 stock-based awards classified as permanent equity, the Company generally recognizes non-cash compensation expense on a ratable basis over the applicable service period based on the award date fair value. The Company has elected to use the Black-Scholes-Merton option-pricing model to determine the grant date fair value of stock options. The Company accounts for forfeitures when they occur. |
Non-recourse Notes Treated as Substantive Options | Non-recourse Notes Treated as Substantive Options Certain stock subscription notes receivable of the Company are non-recourse. As such, these notes are substantive options under ASC Topic 718 subject to the Black-Scholes-Merton method of computing compensation cost. The option strike price is calculated as the purchase price of the shares plus the estimated interest per share expected to be collected during the term of the note. Because at any time the notes may be pre-paid, the Company recognizes the total calculated compensation cost at the time of issuance. Pursuant to the terms of the notes, the Company collects payments through payroll deductions. The Company considers the payments to be periodic exercises of the options. The Company account for stock purchases through exercise in accordance with ASC Topic 718. No note receivable exists for these non-recourse notes. |
Redeemable Common Shares | Redeemable Common Shares Prior to December 22, 2020, the Company classified shares issued subject to Accounting Standards Codification 480 – Distinguishing Liabilities from Equity On December 22, 2020, the Company modified its agreements resulting in a change in classification from redeemable common stock to permanent equity. The modification resulted in a final fair value measurement of the shares subject to redemption and the effective exchange of those shares for permanent equity. |
Fair Value Measurements | Fair Value Measurements Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures The codification establishes a three-level disclosure hierarchy to indicate the level of judgment used to estimate fair value measurements: Level 1: Quoted prices in active markets for identical assets or liabilities as of the reporting date; Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and inputs other than quoted prices (such as interest rate and yield curves); Level 3: Uses inputs that are unobservable, supported by little or no market activity and reflect significant management judgment. As of December 31, 2021 and 2020: • The carrying amount of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their fair value due to the relatively short duration of these instruments • The carrying amounts of debt obligations approximate their fair values as the terms are comparable to terms currently offered by local financial institutions for arrangements with similar terms to industry peers with comparable credit characteristics. Accordingly, the debt obligations involve Level 2 fair value inputs • As of December 31, 2020, the liability related to shares subject to repurchase is recognized at fair value using Level 3 inputs that were primarily determined based on the contractual settlement price as defined by the terms of the Company’s Shareholders’ Buy-Sell Agreement. As of December 31, 2021, the liability related to shares subject to repurchase is recognized at fair value using Level 1 inputs as there is an active market for the Company’s publicly traded stock. For further discussion, see Note 16, Employee Stock Purchase and Stock Incentive Plans . |
Advertising Expense | Advertising Expense The Company expenses the cost of advertising as incurred. Advertising expense was $0.1 million and $0.1 million for the years ended December 31, 2021 and 2020, respectively. |
Income Taxes | Income Taxes The Company recognizes deferred income tax assets or liabilities for expected future tax consequences of events recognized in the consolidated financial statements or tax returns. Under this method, deferred income tax assets or liabilities are determined based upon the difference between the financial statement and income tax bases of assets and liabilities using enacted tax rates expected to apply when the differences settle or become realized. Valuation allowances are provided when it is more likely than not that a deferred tax asset is not realizable or recoverable in the future. The Company recognizes the effect of a change in tax rates on deferred tax assets and liabilities in income in the period that includes the enactment date. The Company’s effective tax rate for the years ended December 31, 2021 and 2020 was 123.4% and 50%. The Company assesses uncertain tax positions to determine whether the position will more likely than not be sustained upon examination by the Internal Revenue Service (IRS) or other taxing authorities. If the Company cannot reach a more-likely-than-not determination, no benefit is recorded. If the Company determines that the tax position is more likely than not to be sustained, the Company records the largest amount of benefit that is more likely than not to be realized when the tax position is settled. The Company recognizes interest and penalties, if any, related to uncertain tax positions in income tax expense. The Company files income tax returns in the U.S. federal jurisdiction and certain states in which it operates. Based on the timing of the filing of certain tax returns, the Company’s federal income tax returns for tax years 2018 and after remain subject to examination by the U.S. Internal Revenue Service. The statute of limitations on the Company’s state income tax returns generally conforms to the federal three-year statute of limitations. |
Segments | Segments The Company operates in one segment based upon the financial information used by its chief operating decision maker in evaluating the financial performance of its business and allocating resources. The single segment represents the Company’s core business of providing engineering and related professional services to its customers. |
Recently Issued Accounting Guidance | Recently Issued Accounting Guidance Accounting guidance recently adopted In October 2021, the FASB issued Accounting Standards Update 2021-08, Accounting for Contract Assets and Liabilities from Contracts with Customers Business Combinations Revenue from Contracts with Customers Accounting guidance not yet adopted In February 2016, the FASB issued Accounting Standards Update 2016-02, Leases (Topic 842) (“ASU 2016-02”) to increase transparency and comparability of accounting for lease transactions by requiring lessees to recognize the right-of-use assets and lease liabilities on the balance sheet and to disclose qualitative and quantitative information about lease transactions and enable users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The effective date of ASU 2016-02 for the Company is January 1, 2022, with early adoption permitted. The Company is currently evaluating the impact this ASU may have on its consolidated financial statements and related disclosures. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326) to replace the incurred loss impairment methodology under U.S. GAAP. This ASU introduces a new accounting model, the Current Expected Credit Losses model (CECL), which could result in earlier recognition of credit losses and additional disclosures related to credit risk. The CECL model will require the Company to use a forward-looking expected credit loss impairment methodology for the recognition of credit losses for financial instruments at the time the financial asset is originated or acquired, and require a loss be incurred before it is recognized. The expected credit losses are adjusted each period for changes in expected lifetime credit losses. The new standard will apply to accounts receivable, loans, and other financial instruments. This standard is effective for the Company beginning January 1, 2023. Adoption of ASU 2016-13 will be applied using a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of the effective date. The Company is currently evaluating the impact of this ASU on our consolidated financial statements and related disclosures . In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350), simplifying the Test for Goodwill Impairment. ASU 2017-04 eliminates Step 2 of the goodwill impairment test. Goodwill impairment will now be the amount by which the reporting unit’s carrying amount exceeds its fair value, limited to the carrying amount of the goodwill. ASU 2017-04 is effective for us beginning January 1, 2022. The Company does not expect the impact of this ASU to be material to its consolidated financial statements. The Company does not believe that any recently issued standards other than those noted above would have a material effect on its consolidated financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Property, Plant and Equipment Useful Lives | Depreciation is provided for using the straight-line method over the estimated useful lives as follows for the major classes of assets: Computer equipment 3 to 5 years Survey equipment 2 to 5 years Vehicles 5 years Furniture and fixtures 7 years Software 3 to 5 years Leasehold improvements the lesser of useful life or term of lease |
Earnings per Share (Tables)
Earnings per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Summary of Reconciliation of Net Income and Weighted Average Shares Outstanding for Calculation of Basic and Diluted Earnings per Share | The following table represents a reconciliation of the net income and weighted average shares outstanding for the calculation of basic and diluted earnings per share for the years ended December 31, 2021 and 2020 (in thousands, except share data): For the Year Ended December 31, 2021 2020 Numerator Net income $ 299 $ 990 Earnings allocated to non-vested shares 56 55 Subtotal $ 243 $ 935 Denominator Weighted average common shares outstanding 7,525,206 5,399,356 Effect of dilutive nominal options - 5,162 Effect of dilutive contingently earned shares 110,409 7,700 Dilutive average shares outstanding 7,635,615 5,412,218 Basic earnings per share $ 0.03 $ 0.17 Dilutive earnings per share $ 0.03 $ 0.17 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Acquisition [Line Items] | |
Summary of Results of Operations of Businesses Acquired From Their Respective Dates of Acquisitions | The consolidated financial statements of the Company include the results of operations from any business acquired from their respective dates of acquisition. The following table presents the results of operations of businesses acquired from their respective dates of acquisitions for the year ended December 31, 2021 (in thousands): December 31, 2021 Gross Contract Revenue $ 11,834 Net Income $ 1,539 |
Summary of Unaudited Proforma Results | The following table presents the unaudited, pro forma consolidated results of operations for the years ended December 31, 2021 and 2020 assuming that the acquisitions described above occurred at January 1, 2020. These unaudited pro forma results are presented for informational purposes only and are not meant to represent actual operating results that would have been achieved had the related events occurred on such date (in thousands): December 31, 2021 December 31, 2020 Gross Contract Revenue * $ 177,015 $ 157,703 Net Income $ 3,254 $ 2,788 * Gross contract revenue in these pro forma financials does not conform to GAAP as required by ASC 606, Revenue from Contract with Customers, as it is impracticable to obtain the historical information necessary to apply this accounting standard. The historical estimates required to be able to accurately determine the percent complete accounting on the contracts that comprise the revenue is not available for the required periods. |
KTA Group Inc. | |
Business Acquisition [Line Items] | |
Summary of Provisional Estimates, Final adjustments and Preliminary Calculations of the Fair Values of Assets Acquired and Liabilities Assumed | The following summarizes the final calculations of the fair values of KTA Group’s assets acquired and liabilities assumed as of the acquisition date (in thousands): Total Purchase Price $ 3,447 Purchase Price Allocation: Contract assets 217 Property and equipment, net 453 Intangible assets 871 Other assets 18 Accounts payable and accrued liabilities, current portion (240 ) Contract liabilities (416 ) Total identifiable assets $ 903 Goodwill 2,544 Net assets acquired $ 3,447 |
McFarland-Dyer & Associates, Inc. | |
Business Acquisition [Line Items] | |
Summary of Provisional Estimates, Final adjustments and Preliminary Calculations of the Fair Values of Assets Acquired and Liabilities Assumed | The following summarizes provisional estimates and the final adjustments to the fair values of MDA assets acquired and liabilities assumed as of the acquisition date (in thousands): September 30, 2021 Change December 31, 2021 Total Purchase Price $ 3,967 $ (43 ) $ 3,924 Purchase Price Allocation: Accounts receivable 1,033 - 1,033 Contract assets 410 (125 ) 285 Property and equipment, net 39 - 39 Intangible assets 990 10 1,000 Other assets 34 - 34 Accounts payable and accrued liabilities, current portion (70 ) (28 ) (98 ) Contract liabilities (230 ) (212 ) (442 ) Total identifiable assets $ 2,206 $ (355 ) $ 1,851 Goodwill 1,761 312 2,073 Net assets acquired $ 3,967 $ (43 ) $ 3,924 |
Triangle Site Design PLLC (“TSD”) | |
Business Acquisition [Line Items] | |
Summary of Provisional Estimates, Final adjustments and Preliminary Calculations of the Fair Values of Assets Acquired and Liabilities Assumed | The following summarizes the preliminary calculations of the fair values of TSD assets acquired and liabilities assumed as of the acquisition date (in thousands): Total Purchase Price $ 1,487 Purchase Price Allocation: Contract assets 19 Intangible assets 1,300 Contract liabilities (64 ) Total identifiable assets $ 1,255 Goodwill 232 Net assets acquired $ 1,487 |
PCD Engineering Services, Inc. (“PCD”) | |
Business Acquisition [Line Items] | |
Summary of Provisional Estimates, Final adjustments and Preliminary Calculations of the Fair Values of Assets Acquired and Liabilities Assumed | The following summarizes the preliminary calculations of the fair values of PCD assets acquired and liabilities assumed as of the acquisition date (in thousands): Total Purchase Price $ 3,247 Purchase Price Allocation: Accounts receivable 187 Contract assets 135 Property and equipment, net 15 Intangible assets 800 Accounts payable and accrued liabilities, current portion (141 ) Contract liabilities (97 ) Total identifiable assets $ 899 Goodwill 2,348 Net assets acquired $ 3,247 |
BTM Engineering, Inc. (“BTM”) | |
Business Acquisition [Line Items] | |
Summary of Provisional Estimates, Final adjustments and Preliminary Calculations of the Fair Values of Assets Acquired and Liabilities Assumed | The following summarizes the preliminary calculations of the fair values of BTM assets acquired and liabilities assumed as of the acquisition date (in thousands): Total Purchase Price $ 642 Purchase Price Allocation: Accounts receivable 852 Contract assets 97 Property and equipment, net 61 Intangible assets 51 Accounts payable and accrued liabilities, current portion (120 ) Other non-current obligations (19 ) Contract liabilities (280 ) Total identifiable assets $ 642 Goodwill - Net assets acquired $ 642 |
Kibart, Inc. (“Kibart”) | |
Business Acquisition [Line Items] | |
Summary of Provisional Estimates, Final adjustments and Preliminary Calculations of the Fair Values of Assets Acquired and Liabilities Assumed | The following summarizes the preliminary calculations of the fair values of Kibart assets acquired and liabilities assumed as of the acquisition date (in thousands): Total Purchase Price $ 7,040 Purchase Price Allocation: Accounts receivable 2,103 Contract assets 382 Prepaids 61 Property and equipment, net 6 Intangible assets 4,280 Other assets 18 Accounts payable and accrued liabilities, current portion (310 ) Contract liabilities (909 ) Total identifiable assets $ 5,631 Goodwill 1,409 Net assets acquired $ 7,040 |
1519 Surveying, LLC (“1519”) | |
Business Acquisition [Line Items] | |
Summary of Provisional Estimates, Final adjustments and Preliminary Calculations of the Fair Values of Assets Acquired and Liabilities Assumed | The following summarizes the preliminary calculations of the fair values of 1519’s assets acquired and liabilities assumed as of the acquisition date (in thousands): Total Purchase Price $ 10,049 Purchase Price Allocation: Accounts receivable 1,032 Contract assets 129 Property and equipment, net 526 Intangible assets 1,950 Other assets 6 Accounts payable and accrued liabilities, current portion (126 ) Contract liabilities (151 ) Total identifiable assets $ 3,366 Goodwill 6,683 Net assets acquired $ 10,049 |
Terra Associates, Inc. (“Terra”) | |
Business Acquisition [Line Items] | |
Summary of Provisional Estimates, Final adjustments and Preliminary Calculations of the Fair Values of Assets Acquired and Liabilities Assumed | The following summarizes the preliminary calculations of the fair values of Terra assets acquired and liabilities assumed as of the acquisition date (in thousands): Total Purchase Price $ 5,812 Purchase Price Allocation: Accounts receivable 794 Contract assets 457 Other assets 6 Intangible assets 1,280 Accounts payable and accrued liabilities, current portion (215 ) Contract liabilities (512 ) Total identifiable assets $ 1,810 Goodwill 4,002 Net assets acquired $ 5,812 |
Contracts in Progress (Tables)
Contracts in Progress (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Contract With Customer Asset And Liability [Abstract] | |
Summary of Costs and Estimated Earnings on Contracts | The following table reflects the calculation of the net balance of contract assets and contract liabilities. Costs and estimated earnings on contracts in progress consist of the following (in thousands): December 31, 2021 December 31, 2020 Costs incurred on uncompleted contracts $ 168,110 $ 113,856 Estimated contract earnings in excess of costs 229,949 151,423 Estimated contract earnings to date 398,059 265,279 Less: billed to date (393,493 ) (260,142 ) Net contract assets $ 4,566 $ 5,137 |
Notes Receivable (Tables)
Notes Receivable (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
Summary of Notes Receivable | The following is a summary of these notes receivable (in thousands): December 31, 2021 December 31, 2020 Officers, employees and affiliated entities - Interest accrues annually at rates ranging from 0.0% - 5.5%. The notes receivable mature through November 2024 $ 2,478 $ 2,479 Unrelated third party - Currently no interest is being accrued on this note. The note receivable matures in December 2023 903 903 Total: 3,381 3,382 Less: current portion Officers, employees and affiliates (1,260 ) (1,182 ) Noncurrent portion $ 2,121 $ 2,200 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Summary of Property and Equipment for Fixed Assets | Property and equipment for fixed assets are as follows (in thousands): December 31, 2021 December 31, 2020 Computer equipment $ 1,279 $ 1,276 Survey equipment 4,625 4,444 Vehicles 763 463 Furniture and fixtures 1,675 1,638 Leasehold improvements 6,886 5,887 Software 332 283 Fixed assets pending lease financing 1 519 146 Total: 16,079 14,137 Less: accumulated depreciation (10,669 ) (9,912 ) Property and Equipment, net of capital leased assets $ 5,410 $ 4,225 |
Summary of Property and Equipment for Capital Leased Assets | Property and equipment for capital leased assets are as follows (in thousands): December 31, 2021 December 31, 2020 Equipment $ 15,391 $ 8,590 Vehicles 5,542 3,825 Total: 20,933 12,415 Less: accumulated amortization on leased assets (6,141 ) (1,283 ) Capital Leased Assets, net $ 14,792 $ 11,132 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Goodwill Resulting From Business Acquisitions | The following is a summary of goodwill resulting from business acquisitions held by the Company at December 31, 2021 (in thousands): Goodwill Balance as of December 31, 2020 $ 9,179 Acquisitions 19,292 Balance as of December 31, 2021 $ 28,471 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Intangible Assets [Abstract] | |
Summary of Total Intangible Assets | Total intangible assets consisted of the following at December 31, 2021 and December 31, 2020 (in thousands): December 31, 2021 December 31, 2020 Gross Amount Accumulated Amortization Net Balance Gross Amount Accumulated Amortization Net Balance Customer relationships $ 10,018 $ (665 ) $ 9,353 $ 809 $ (382 ) $ 427 Contract rights 2,333 (224 ) 2,109 150 (150 ) - Leases 160 (17 ) 143 - - - Non-compete agreement 137 (137 ) - 137 (114 ) 23 Domain name 281 - 281 281 - 281 Licensing rights 400 - 400 400 - 400 Total $ 13,329 $ (1,043 ) $ 12,286 $ 1,777 $ (646 ) $ 1,131 |
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: December 31, 2021 December 31, 2020 Customer relationships 10.32 4.98 Contract rights 2.87 2.00 Leases 9.17 - Non-compete agreement 3.00 3.00 |
Summary of Future amortization | Future amortization is as follows for the years ending December 31 (in thousands): 2022 $ 1,870 2023 1,809 2024 1,567 2025 950 Thereafter 5,409 Total $ 11,605 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Instruments [Abstract] | |
Schedule of Notes Payable | Notes payable consist of the following (in thousands): December 31, 2021 December 31, 2020 Related parties: Shareholders - Interest accrues annually at rates ranging from 0.00% - 6.25%. The notes payable mature on various dates through October 2025. $ 10,771 $ 2,202 Owners of Acquired Entity - Interest accrues annually at 3.25%. The note payable matures October 2024 450 - Unrelated third parties: Note payable for purchase of software 34 - Note payable for purchase of intangible asset 100 - Fixed line notes payable - see note 11 1,502 2,219 Total 12,857 4,421 Less: current portion (4,450 ) (1,592 ) Noncurrent portion $ 8,407 $ 2,829 |
Schedule of Future Principal Payments on Notes Payable | Future principal payments on notes payable are as follows for the years ending December 31 (in thousands): 2022 $ 4,679 2023 4,191 2024 3,625 2025 362 Total $ 12,857 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Summary of Provision for Income Taxes | The provision for income taxes consisted of the following (in thousands): December 31, 2021 December 31, 2020 Current expense: Federal $ 159 $ (6 ) State 431 662 Foreign 13 7 Total 603 663 Deferred expense (benefit): Federal (1,989 ) 404 State (193 ) (78 ) Total (2,182 ) 326 Provision for income taxes $ (1,579 ) $ 989 |
Schedule of Components of Deferred Tax Assets and Deferred Tax Liabilities | The Company measures deferred tax assets and liabilities based on the difference between the financial statement and tax bases of assets and liabilities at the applicable tax rates. Components of the Company’s deferred tax asset and liability are as follows (in thousands): December 31, 2021 December 31, 2020 Deferred tax assets: Research and development credit carryover $ 2,943 $ 1,557 Deferred rent expense 1,248 1,073 Intangible asset amortization 68 23 Net operating loss 2 - Bad debt reserve 456 - Accrued employee related expenses 1,237 - Performance stock units 71 - Acquisition related transaction costs 139 - 6,164 2,653 Deferred tax liabilities: Fixed asset depreciation (3,718 ) (2,866 ) Prepaid expenses (540 ) - Accrual to cash - (5,398 ) Section 481(a) adjustment (5,178 ) - Goodwill amortization (1,018 ) (861 ) (10,454 ) (9,125 ) Net deferred tax liabilities $ (4,290 ) $ (6,472 ) |
Schedule of Reconciliation of Income Tax Expense | Income tax expense differed from the amounts computed by applying the federal statutory income tax rate of 21% to pretax income due to the following adjustments (in thousands): December 31, 2021 December 31, 2020 Statutory rate $ (269 ) $ 410 State income taxes, net of federal benefit (132 ) 69 Effective rate differential for DCPC—S-corp - (59 ) State income tax rate change 85 77 Section 162(m) compensation differences 332 - Other permanent differences 84 68 Stock repurchase liability - 1,474 Valuation allowance - 27 Change in tax status - 170 Other 90 42 Research & development credit (1,969 ) (1,289 ) Uncertain tax positions 200 - Provision for income tax $ (1,579 ) $ 989 |
Reconciliation of Beginning Balance and Ending Amounts of Unrecognized Tax Benefits | A reconciliation of the beginning balance and ending amounts of unrecognized tax benefits (excluding interest and penalties) is as follows for the year ended December 31, 2021 and 2020 (in thousands): December 31, 2021 December 31, 2020 Balances at January 1 $ 151 $ 83 Additions based on tax positions related to the prior year 418 - Decreases based on tax positions related to prior year - - Additions based on tax positions related to the current year 1,700 68 Settlements - - Reductions for tax positions due to lapse of statute - - Other changes - - Balances at December 31 $ 2,269 $ 151 |
Employee Stock Purchase and S_2
Employee Stock Purchase and Stock Incentive Plans (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Stock Issuance Activity Under Employee Stock Purchase Plan | The following table summarizes the stock issuance activity under the Employee Stock Purchase Plan for the year ended December 31, 2021 (in thousands, except share data): December 31, 2021 Purchase price paid for shares sold $ 479 Number of shares sold 35,886 |
Summary of Assumptions Used to Value the Options Granted | For the year ended December 31, 2021, no new option shares were granted. For the year ended December 31, 2020, 7,434 substantive options were granted. The assumptions used to value the options granted include: December 31, 2020 Expected volatility 25.0 % Expected dividend yield 0.0 % Expected option term (in years) 5.0 Risk-free interest rate 2.5 % |
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 January 1, 2020 56,404 $ 5.68 Granted 7,434 7.34 Exercised (10,561 ) 5.92 Expired or cancelled - - Outstanding at December 31, 2020 53,277 $ 5.87 Granted - - Exercised (38,350 ) 5.82 Expired or cancelled - - Outstanding at December 31, 2021 14,927 $ 5.99 The following summarizes information about options outstanding and exercisable at January 1, 2021 and December 31, 2021: Options Outstanding and Exercisable Exercise Price Total Outstanding Weighted Average Remaining Life (Years) Weighted Average Exercise Price Total Exercisable January 1, 2021 $ 6.37 53,277 4.5 $ 5.87 53,277 December 31, 2021 $ 6.57 14,927 5.0 $ 5.99 14,927 |
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, 2020 156,409 5.59 Granted 657,673 11.00 Vested (108,206 ) 6.49 Cancelled (2,950 ) 5.49 Outstanding at December 31, 2020 1 702,926 10.51 Outstanding at December 31, 2020, as modified 2 702,926 12.80 Granted 1,681,028 14.06 Vested (156,488 ) 12.91 Cancelled (9,183 ) 13.98 Outstanding at December 31, 2021 2,218,283 13.74 1 Weighted average grant price at December 31, 2020 represents the grant date fair value of Stock Awards as originally issued. 2 Weighted average grant price at December 31, 2020, as modified, represents the as adjusted fair value of the outstanding Stock Awards on the date of modification in connection with the settlement of the liability to common shares subject to repurchase. |
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, 2021 - - Granted 260,842 13.81 Vested - - Cancelled - - Outstanding at December 1, 2021 260,842 13.81 |
Summary of Change in Liability to Common Shares Subject to Repurchase and Associated Non-cash Compensation Expense | The following table represents the change in the liability to common shares subject to repurchase and the associated non-cash compensation expense for the years ended December 31, 2021 and 2020 (in thousands): December 31, 2021 December 31, 2020 Beginning Balance $ 842 $ 8,267 Non-cash compensation from ratable vesting 41 2,712 Non-cash compensation from change in fair value of liability 2 2,457 Other stock activity, net 516 (786 ) Reclassification upon modification (1,394 ) (11,808 ) Ending balance $ 7 $ 842 |
Summary of Future Expense of Unvested Awards | The future expense of the unvested awards by year is as follows (in thousands): 2022 $ 10,581 2023 9,325 2024 4,860 2025 1,346 Thereafter 281 Total $ 26,393 |
Capital Leases (Tables)
Capital Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Capital Leases Of Lessee [Abstract] | |
Schedule of Future Minimum Commitments Under Non-cancelable Capital Leases | Future minimum commitments under non-cancelable capital leases for the succeeding years are as follows (in thousands): 2022 $ 5,899 2023 4,620 2024 2,435 2025 1,364 Total minimum lease payments $ 14,318 Less: amount representing interest (1,524 ) Present value of total net minimum lease payments $ 12,794 Less: current portion of net minimum lease payments (5,136 ) Long-term portion of net minimum lease payments $ 7,658 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Operating Lease Liabilities Payments Due Rolling Maturity [Abstract] | |
Summary of Future Minimum Lease Payments | Future minimum lease payments for the remaining operating leases for equipment and rent are as follows for the years ending December 31 (in thousands): 2022 $ 6,845 2023 5,125 2024 4,512 2025 3,773 2026 2,956 Thereafter 6,432 Total $ 29,643 |
Nature of Business and Basis _2
Nature of Business and Basis of Presentation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 02, 2022 | Feb. 11, 2022 | Jun. 08, 2021 | Jun. 04, 2021 | May 11, 2021 | Feb. 28, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Nature Of Business And Basis Of Presentation [Line Items] | ||||||||
Number of shares issued and sold | 157,500 | |||||||
Shares price per share | $ 16 | |||||||
Proceeds from issuance of common stock | $ 2,500 | $ 555 | $ 63 | |||||
Initial Public Offering | ||||||||
Nature Of Business And Basis Of Presentation [Line Items] | ||||||||
Number of shares issued and sold | 115,925 | 3,690,000 | ||||||
Shares price per share | $ 14 | $ 14 | ||||||
Net proceeds from sale of common stock | $ 48,000 | |||||||
Proceeds from issuance of common stock | $ 1,600 | |||||||
Deferred offering costs reclassified into shareholder’s equity | $ 2,300 | |||||||
Deferred offering costs capitalized | $ 900 | |||||||
Over-Allotment Option | ||||||||
Nature Of Business And Basis Of Presentation [Line Items] | ||||||||
Number of shares issued and sold | 3,805,925 | |||||||
Net proceeds from sale of common stock | $ 1,500 | |||||||
Proceeds from issuance of common stock | $ 53,300 | |||||||
Over-Allotment Option | Subsequent Event | ||||||||
Nature Of Business And Basis Of Presentation [Line Items] | ||||||||
Number of shares issued and sold | 1,057,500 | |||||||
Net proceeds from sale of common stock | $ 2,400 | |||||||
Proceeds from issuance of common stock | $ 16,900 | |||||||
Common Stock Offering | ||||||||
Nature Of Business And Basis Of Presentation [Line Items] | ||||||||
Number of shares issued and sold | 157,500 | |||||||
Shares price per share | $ 16 | |||||||
Proceeds from issuance of common stock | $ 2,500 | |||||||
Deferred offering costs capitalized | $ 100 | |||||||
Common Stock Offering | Subsequent Event | ||||||||
Nature Of Business And Basis Of Presentation [Line Items] | ||||||||
Number of shares issued and sold | 900,000 | |||||||
Shares price per share | $ 16 | |||||||
Net proceeds from sale of common stock | $ 13,700 | |||||||
Common Stock Offering | Subsequent Event | President, Chairman and Chief Executive Officer | ||||||||
Nature Of Business And Basis Of Presentation [Line Items] | ||||||||
Number of shares issued and sold | 150,000 |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | |
Dec. 31, 2021USD ($)ReportingunitSegment | Dec. 31, 2020USD ($) | |
Accounting Policies [Line Items] | ||
Long-term contracts payment description | Long-term contracts typically contain billing terms that provide for invoicing once a month and payment on a net 30-day basis. | |
Long-term contracts payment term | 30 days | |
Allowance for doubtful debts on accounts payable current | $ 1,600,000 | $ 1,500,000 |
Number of reporting unit | Reportingunit | 1 | |
Goodwill and intangible assets impairment | $ 0 | 0 |
Impairment of long-lived assets | 0 | 0 |
Deferred offering costs non current | 100,000 | 900,000 |
Advertising expenses | $ 100,000 | $ 100,000 |
Effective tax rate | 123.40% | 50.00% |
Statute of limitations description | The statute of limitations on the Company’s state income tax returns generally conforms to the federal three-year statute of limitations | |
Number of operating segment | Segment | 1 | |
Minimum | ||
Accounting Policies [Line Items] | ||
Amortization of estimated useful life definite-lived intangible assets, other than customer relationships | 2 years | |
Maximum | ||
Accounting Policies [Line Items] | ||
Amortization of estimated useful life definite-lived intangible assets, other than customer relationships | 5 years | |
Gain On Sale | ||
Accounting Policies [Line Items] | ||
Gain loss on sale and leaseback transactions | $ 100,000 | $ 100,000 |
Significant Accounting Polici_5
Significant Accounting Policies - Summary of Property, Plant and Equipment Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Computer Equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Computer Equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Survey Equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 2 years |
Survey Equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Vehicles | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Furniture and Fixtures | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Leasehold Improvements | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | the lesser of useful life or term of lease |
Earnings per Share - Additional
Earnings per Share - Additional Information (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Non-vested restricted shares | 1,717,666 | 268,439 |
Substantive options shares | 32,054 | 53,395 |
Earnings per Share - Summary of
Earnings per Share - Summary of Reconciliation of Net Income and Weighted Average Shares Outstanding for Calculation of Basic and Diluted Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Net income | $ 299 | $ 990 |
Earnings allocated to non-vested shares | 56 | 55 |
Subtotal | $ 243 | $ 935 |
Weighted average common shares outstanding | 7,525,206 | 5,399,356 |
Effect of dilutive nominal options | 5,162 | |
Effect of dilutive contingently earned shares | 110,409 | 7,700 |
Dilutive average shares outstanding | 7,635,615 | 5,412,218 |
Basic earnings per share | $ 0.03 | $ 0.17 |
Dilutive earnings per share | $ 0.03 | $ 0.17 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) | Dec. 31, 2021 | Dec. 23, 2021 | Dec. 16, 2021 | Oct. 15, 2021 | Oct. 08, 2021 | Dec. 31, 2021 | Sep. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2021 |
KTA Group Inc. | |||||||||
Business Acquisition [Line Items] | |||||||||
Name of acquired entity | KTA Group Inc | ||||||||
Effective date of acquisition | Jan. 1, 2021 | ||||||||
Total consideration paid | $ 3,447,000 | ||||||||
Issuance of common stock for acquisitions | 53,159 | ||||||||
Price per share | $ 12.80 | ||||||||
Equity issued in business combination, fair value | $ 700,000 | ||||||||
Cash and promissory note payment on business combination | 2,700,000 | ||||||||
Total identifiable assets | 903,000 | ||||||||
Intangible assets | 871,000 | ||||||||
KTA Group Inc. | Customer Relationships, Contract Rights and Favorable Leaseholds | |||||||||
Business Acquisition [Line Items] | |||||||||
Total identifiable assets | $ 900,000 | ||||||||
KTA Group Inc. | Customer Relationships | |||||||||
Business Acquisition [Line Items] | |||||||||
Estimated useful life of intangibles | 20 years | ||||||||
KTA Group Inc. | Contract Rights | |||||||||
Business Acquisition [Line Items] | |||||||||
Estimated useful life of intangibles | 3 years | ||||||||
KTA Group Inc. | Favorable Leaseholds | |||||||||
Business Acquisition [Line Items] | |||||||||
Estimated useful life of intangibles | 9 years | ||||||||
KTA Group Inc. | Promissory Note | |||||||||
Business Acquisition [Line Items] | |||||||||
Debt Instrument, Term | 4 years | ||||||||
Promissory note interest rate | 3.25% | ||||||||
Debt instrument repayment starting date | Apr. 1, 2021 | ||||||||
Debt instrument repayment ending date | Jan. 1, 2025 | ||||||||
McFarland-Dyer & Associates, Inc. | |||||||||
Business Acquisition [Line Items] | |||||||||
Name of acquired entity | McFarland-Dyer & Associates, Inc. | ||||||||
Effective date of acquisition | Aug. 1, 2021 | ||||||||
Total consideration paid | $ 3,900,000 | ||||||||
Issuance of common stock for acquisitions | 32,143 | ||||||||
Price per share | $ 12.85 | ||||||||
Equity issued in business combination, fair value | $ 400,000 | ||||||||
Total identifiable assets | $ 1,851,000 | $ 1,851,000 | 2,206,000 | $ 1,851,000 | |||||
Cash, promissory note and assumed liabilities payment on business combination | 3,500,000 | ||||||||
Liability to contingent consideration | 14,000 | 14,000 | 57,000 | 14,000 | |||||
Contract assets decrease | (125,000) | (100,000) | |||||||
Contract liabilities increase | 212,000 | 200,000 | |||||||
Decrease in revenue | (300,000) | ||||||||
Accounts payable and other current liabilities increase | 13,000 | ||||||||
Intangible assets increase | 8,000 | ||||||||
Fair value adjustment of intangible assets | 10,000 | ||||||||
Intangible assets | $ 1,000,000 | $ 1,000,000 | $ 990,000 | $ 1,000,000 | |||||
McFarland-Dyer & Associates, Inc. | Promissory Note | |||||||||
Business Acquisition [Line Items] | |||||||||
Promissory note interest rate | 3.25% | ||||||||
Debt instrument repayment starting date | Jan. 15, 2022 | ||||||||
Debt instrument repayment ending date | Apr. 15, 2024 | ||||||||
McFarland-Dyer & Associates, Inc. | Promissory Note | Maximum | |||||||||
Business Acquisition [Line Items] | |||||||||
Increase in promissory note | $ 700,000 | ||||||||
Triangle Site Design PLLC (“TSD”) | |||||||||
Business Acquisition [Line Items] | |||||||||
Name of acquired entity | Triangle Site Design PLLC (“TSD”) | ||||||||
Effective date of acquisition | Oct. 1, 2021 | ||||||||
Total consideration paid | $ 1,487,000 | ||||||||
Issuance of common stock for acquisitions | 65,407 | ||||||||
Price per share | $ 13.56 | $ 13.56 | $ 13.56 | ||||||
Equity issued in business combination, fair value | $ 900,000 | $ 900,000 | $ 900,000 | ||||||
Promissory note interest rate | 3.25% | 3.25% | 3.25% | ||||||
Debt instrument repayment starting date | Jan. 1, 2022 | ||||||||
Debt instrument repayment ending date | Oct. 1, 2024 | ||||||||
Total identifiable assets | $ 1,255,000 | $ 1,255,000 | $ 1,255,000 | ||||||
Cash, promissory note and assumed liabilities payment on business combination | 600,000 | ||||||||
Intangible assets | 1,300,000 | $ 1,300,000 | 1,300,000 | ||||||
Triangle Site Design PLLC (“TSD”) | Customer Relationships | |||||||||
Business Acquisition [Line Items] | |||||||||
Estimated useful life of intangibles | 11 years | ||||||||
Intangible assets | 1,300,000 | $ 1,300,000 | $ 1,300,000 | ||||||
PCD Engineering Services, Inc. (“PCD”) | |||||||||
Business Acquisition [Line Items] | |||||||||
Name of acquired entity | PCD Engineering Services, Inc. (“PCD”) | ||||||||
Effective date of acquisition | Oct. 8, 2021 | ||||||||
Total consideration paid | $ 3,247,000 | ||||||||
Issuance of common stock for acquisitions | 36,444 | ||||||||
Price per share | $ 13.88 | ||||||||
Equity issued in business combination, fair value | $ 500,000 | ||||||||
Total identifiable assets | 899,000 | ||||||||
Cash, promissory note and assumed liabilities payment on business combination | 2,300,000 | ||||||||
Intangible assets | 800,000 | ||||||||
Total consideration paid, excluding contingent consideration | $ 2,800,000 | ||||||||
PCD Engineering Services, Inc. (“PCD”) | Customer Relationships | |||||||||
Business Acquisition [Line Items] | |||||||||
Estimated useful life of intangibles | 5 years | ||||||||
Intangible assets | $ 800,000 | ||||||||
PCD Engineering Services, Inc. (“PCD”) | Promissory Note | |||||||||
Business Acquisition [Line Items] | |||||||||
Promissory note interest rate | 3.25% | ||||||||
Debt instrument repayment starting date | Jan. 8, 2022 | ||||||||
Debt instrument repayment ending date | Oct. 8, 2024 | ||||||||
Increase in promissory note | $ 500,000 | ||||||||
PCD Engineering Services, Inc. (“PCD”) | Promissory Note | Maximum | |||||||||
Business Acquisition [Line Items] | |||||||||
Increase in promissory note | $ 500,000 | ||||||||
BTM Engineering, Inc. (“BTM”) | |||||||||
Business Acquisition [Line Items] | |||||||||
Name of acquired entity | BTM Engineering, Inc. (“BTM”) | ||||||||
Effective date of acquisition | Oct. 15, 2021 | ||||||||
Total consideration paid | $ 642,000 | ||||||||
Total identifiable assets | 642,000 | ||||||||
Intangible assets | $ 51,000 | ||||||||
BTM Engineering, Inc. (“BTM”) | Customer Relationships and Contract Rights | |||||||||
Business Acquisition [Line Items] | |||||||||
Estimated useful life of intangibles | 3 years | ||||||||
Intangible assets | $ 100,000 | ||||||||
BTM Engineering, Inc. (“BTM”) | Promissory Note | |||||||||
Business Acquisition [Line Items] | |||||||||
Promissory note interest rate | 3.25% | ||||||||
Debt instrument repayment starting date | Jan. 15, 2022 | ||||||||
Debt instrument repayment ending date | Oct. 15, 2024 | ||||||||
Kibart, Inc. (“Kibart”) | |||||||||
Business Acquisition [Line Items] | |||||||||
Name of acquired entity | Kibart, Inc. (“Kibart”) | ||||||||
Effective date of acquisition | Dec. 16, 2021 | ||||||||
Total consideration paid | $ 7,040,000 | ||||||||
Issuance of common stock for acquisitions | 38,547 | ||||||||
Price per share | $ 19.70 | ||||||||
Equity issued in business combination, fair value | $ 800,000 | ||||||||
Total identifiable assets | 5,631,000 | ||||||||
Cash, promissory note and assumed liabilities payment on business combination | 6,200,000 | ||||||||
Intangible assets | $ 4,280,000 | ||||||||
Kibart, Inc. (“Kibart”) | Customer Relationships | |||||||||
Business Acquisition [Line Items] | |||||||||
Estimated useful life of intangibles | 10 years | ||||||||
Kibart, Inc. (“Kibart”) | Contract Rights | |||||||||
Business Acquisition [Line Items] | |||||||||
Estimated useful life of intangibles | 3 years | ||||||||
Kibart, Inc. (“Kibart”) | Customer Relationships and Contract Rights | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangible assets | $ 4,300,000 | ||||||||
Kibart, Inc. (“Kibart”) | Promissory Note | |||||||||
Business Acquisition [Line Items] | |||||||||
Promissory note interest rate | 3.25% | ||||||||
Debt instrument repayment starting date | Mar. 15, 2022 | ||||||||
Debt instrument repayment ending date | Dec. 15, 2024 | ||||||||
1519 Surveying, LLC (“1519”) | |||||||||
Business Acquisition [Line Items] | |||||||||
Name of acquired entity | 1519 Surveying, LLC (“1519”) | ||||||||
Effective date of acquisition | Dec. 23, 2021 | ||||||||
Total consideration paid | $ 10,049,000 | ||||||||
Issuance of common stock for acquisitions | 50,559 | ||||||||
Price per share | $ 21.90 | ||||||||
Equity issued in business combination, fair value | $ 1,100,000 | ||||||||
Total identifiable assets | 3,366,000 | ||||||||
Cash, promissory note and assumed liabilities payment on business combination | 8,900,000 | ||||||||
Intangible assets | $ 1,950,000 | ||||||||
1519 Surveying, LLC (“1519”) | Customer Relationships | |||||||||
Business Acquisition [Line Items] | |||||||||
Estimated useful life of intangibles | 10 years | ||||||||
1519 Surveying, LLC (“1519”) | Contract Rights | |||||||||
Business Acquisition [Line Items] | |||||||||
Estimated useful life of intangibles | 3 years | ||||||||
1519 Surveying, LLC (“1519”) | Customer Relationships and Contract Rights | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangible assets | $ 2,000,000 | ||||||||
1519 Surveying, LLC (“1519”) | Promissory Note | |||||||||
Business Acquisition [Line Items] | |||||||||
Promissory note interest rate | 5.00% | ||||||||
Debt instrument repayment starting date | Mar. 23, 2022 | ||||||||
Debt instrument repayment ending date | Dec. 23, 2024 | ||||||||
Terra Associates, Inc. (“Terra”) | |||||||||
Business Acquisition [Line Items] | |||||||||
Name of acquired entity | Terra Associates, Inc. (“Terra”) | ||||||||
Effective date of acquisition | Dec. 31, 2021 | ||||||||
Total consideration paid | $ 5,812,000 | ||||||||
Issuance of common stock for acquisitions | 49,875 | ||||||||
Price per share | $ 21.25 | $ 21.25 | $ 21.25 | ||||||
Equity issued in business combination, fair value | $ 1,100,000 | $ 1,100,000 | $ 1,100,000 | ||||||
Total identifiable assets | 1,810,000 | 1,810,000 | 1,810,000 | ||||||
Cash, promissory note and assumed liabilities payment on business combination | 4,700,000 | ||||||||
Intangible assets | $ 1,280,000 | 1,280,000 | 1,280,000 | ||||||
Terra Associates, Inc. (“Terra”) | Customer Relationships | |||||||||
Business Acquisition [Line Items] | |||||||||
Estimated useful life of intangibles | 10 years | ||||||||
Terra Associates, Inc. (“Terra”) | Contract Rights | |||||||||
Business Acquisition [Line Items] | |||||||||
Estimated useful life of intangibles | 3 years | ||||||||
Terra Associates, Inc. (“Terra”) | Customer Relationships and Contract Rights | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangible assets | $ 1,300,000 | $ 1,300,000 | $ 1,300,000 | ||||||
Terra Associates, Inc. (“Terra”) | Promissory Note | |||||||||
Business Acquisition [Line Items] | |||||||||
Promissory note interest rate | 3.25% | 3.25% | 3.25% | ||||||
Debt instrument repayment starting date | Mar. 15, 2022 | ||||||||
Debt instrument repayment ending date | Dec. 15, 2024 |
Acquisitions - Summary of Provi
Acquisitions - Summary of Provisional Estimates, Final adjustments and Preliminary Calculations of the Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 23, 2021 | Dec. 16, 2021 | Oct. 15, 2021 | Oct. 08, 2021 | Dec. 31, 2021 | Sep. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Purchase Price Allocation: | |||||||||
Goodwill | $ 28,471 | $ 28,471 | $ 9,179 | ||||||
KTA Group Inc. | |||||||||
Business Acquisition [Line Items] | |||||||||
Total Purchase Price | $ 3,447 | ||||||||
Purchase Price Allocation: | |||||||||
Contract assets | 217 | ||||||||
Property and equipment, net | 453 | ||||||||
Intangible assets | 871 | ||||||||
Other assets | 18 | ||||||||
Accounts payable and accrued liabilities, current portion | (240) | ||||||||
Contract liabilities | (416) | ||||||||
Total identifiable assets | 903 | ||||||||
Goodwill | 2,544 | ||||||||
Net assets acquired | $ 3,447 | ||||||||
McFarland-Dyer & Associates, Inc. | |||||||||
Business Acquisition [Line Items] | |||||||||
Total Purchase Price | $ 3,900 | ||||||||
Total Purchase Price | 3,924 | 3,967 | |||||||
Purchase Price Allocation: | |||||||||
Accounts receivable | 1,033 | 1,033 | 1,033 | ||||||
Contract assets | 285 | 285 | 410 | ||||||
Property and equipment, net | 39 | 39 | 39 | ||||||
Intangible assets | 1,000 | 1,000 | 990 | ||||||
Other assets | 34 | 34 | 34 | ||||||
Accounts payable and accrued liabilities, current portion | (98) | (98) | (70) | ||||||
Contract liabilities | (442) | (442) | (230) | ||||||
Total identifiable assets | 1,851 | 1,851 | 2,206 | ||||||
Goodwill | 2,073 | 2,073 | 1,761 | ||||||
Net assets acquired | 3,924 | 3,924 | 3,967 | ||||||
Total Purchase Price, Change | (43) | ||||||||
Contract assets, Change | (125) | (100) | |||||||
Intangible assets, Change | 10 | ||||||||
Accounts payable and accrued liabilities, current portion, Change | (28) | ||||||||
Contract liabilities, Change | (212) | $ (200) | |||||||
Total identifiable assets, Change | (355) | ||||||||
Goodwill, Change | 312 | ||||||||
Net assets acquired, Change | (43) | ||||||||
Triangle Site Design PLLC (“TSD”) | |||||||||
Business Acquisition [Line Items] | |||||||||
Total Purchase Price | 1,487 | ||||||||
Purchase Price Allocation: | |||||||||
Contract assets | 19 | 19 | |||||||
Intangible assets | 1,300 | 1,300 | |||||||
Contract liabilities | (64) | (64) | |||||||
Total identifiable assets | 1,255 | 1,255 | |||||||
Goodwill | 232 | 232 | |||||||
Net assets acquired | 1,487 | 1,487 | |||||||
PCD Engineering Services, Inc. (“PCD”) | |||||||||
Business Acquisition [Line Items] | |||||||||
Total Purchase Price | $ 3,247 | ||||||||
Purchase Price Allocation: | |||||||||
Accounts receivable | 187 | ||||||||
Contract assets | 135 | ||||||||
Property and equipment, net | 15 | ||||||||
Intangible assets | 800 | ||||||||
Accounts payable and accrued liabilities, current portion | (141) | ||||||||
Contract liabilities | (97) | ||||||||
Total identifiable assets | 899 | ||||||||
Goodwill | 2,348 | ||||||||
Net assets acquired | $ 3,247 | ||||||||
BTM Engineering, Inc. (“BTM”) | |||||||||
Business Acquisition [Line Items] | |||||||||
Total Purchase Price | $ 642 | ||||||||
Purchase Price Allocation: | |||||||||
Accounts receivable | 852 | ||||||||
Contract assets | 97 | ||||||||
Property and equipment, net | 61 | ||||||||
Intangible assets | 51 | ||||||||
Accounts payable and accrued liabilities, current portion | (120) | ||||||||
Other non-current obligations | (19) | ||||||||
Contract liabilities | (280) | ||||||||
Total identifiable assets | 642 | ||||||||
Net assets acquired | $ 642 | ||||||||
Kibart, Inc. (“Kibart”) | |||||||||
Business Acquisition [Line Items] | |||||||||
Total Purchase Price | $ 7,040 | ||||||||
Purchase Price Allocation: | |||||||||
Accounts receivable | 2,103 | ||||||||
Contract assets | 382 | ||||||||
Prepaids | 61 | ||||||||
Property and equipment, net | 6 | ||||||||
Intangible assets | 4,280 | ||||||||
Other assets | 18 | ||||||||
Accounts payable and accrued liabilities, current portion | (310) | ||||||||
Contract liabilities | (909) | ||||||||
Total identifiable assets | 5,631 | ||||||||
Goodwill | 1,409 | ||||||||
Net assets acquired | $ 7,040 | ||||||||
1519 Surveying, LLC (“1519”) | |||||||||
Business Acquisition [Line Items] | |||||||||
Total Purchase Price | $ 10,049 | ||||||||
Purchase Price Allocation: | |||||||||
Accounts receivable | 1,032 | ||||||||
Contract assets | 129 | ||||||||
Property and equipment, net | 526 | ||||||||
Intangible assets | 1,950 | ||||||||
Other assets | 6 | ||||||||
Accounts payable and accrued liabilities, current portion | (126) | ||||||||
Contract liabilities | (151) | ||||||||
Total identifiable assets | 3,366 | ||||||||
Goodwill | 6,683 | ||||||||
Net assets acquired | $ 10,049 | ||||||||
Terra Associates, Inc. (“Terra”) | |||||||||
Business Acquisition [Line Items] | |||||||||
Total Purchase Price | 5,812 | ||||||||
Purchase Price Allocation: | |||||||||
Accounts receivable | 794 | 794 | |||||||
Contract assets | 457 | 457 | |||||||
Intangible assets | 1,280 | 1,280 | |||||||
Other assets | 6 | 6 | |||||||
Accounts payable and accrued liabilities, current portion | (215) | (215) | |||||||
Contract liabilities | (512) | (512) | |||||||
Total identifiable assets | 1,810 | 1,810 | |||||||
Goodwill | 4,002 | 4,002 | |||||||
Net assets acquired | $ 5,812 | $ 5,812 |
Acquisitions - Summary of Resul
Acquisitions - Summary of Results of Operations of Businesses Acquired From Their Respective Dates of Acquisitions (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||
Gross Contract Revenue | $ 149,970 | $ 122,020 |
Net Income | 299 | $ 990 |
Business Acquisitions | ||
Business Acquisition [Line Items] | ||
Gross Contract Revenue | 11,834 | |
Net Income | $ 1,539 |
Acquisitions - Summary of Unaud
Acquisitions - Summary of Unaudited Proforma Results (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition Pro Forma Information [Abstract] | ||
Gross Contract Revenue | $ 177,015 | $ 157,703 |
Net Income | $ 3,254 | $ 2,788 |
Disaggregation of Revenue and_2
Disaggregation of Revenue and Contract Balances - Additional Information (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Disaggregation Of Revenue [Abstract] | |
Revenue from contracts not qualify for practical expedient | 95.10% |
Revenue from exclusively time and material contracts | 4.90% |
Remaining performance obligations | $ 133.4 |
Contract with customer, liability, revenue recognized | $ 1.3 |
Disaggregation of Revenue and_3
Disaggregation of Revenue and Contract Balances - Additional Information (Details 1) | Dec. 31, 2021 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-01-01 | |
Disaggregation Of Revenue [Line Items] | |
Remaining performance obligations expects to recognize | 86.70% |
Remaining performance obligations, expected satisfaction period | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2023-01-01 | |
Disaggregation Of Revenue [Line Items] | |
Remaining performance obligations expects to recognize | 13.30% |
Remaining performance obligations, expected satisfaction period | 0 years |
Contracts in Progress - Summary
Contracts in Progress - Summary of Costs and Estimated Earnings on Contracts (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Contract With Customer Asset And Liability [Abstract] | ||
Costs incurred on uncompleted contracts | $ 168,110 | $ 113,856 |
Estimated contract earnings in excess of costs | 229,949 | 151,423 |
Estimated contract earnings to date | 398,059 | 265,279 |
Less: billed to date | (393,493) | (260,142) |
Net contract assets | $ 4,566 | $ 5,137 |
Notes Receivable - Summary of N
Notes Receivable - Summary of Notes Receivable (Details) - Unsecured Notes Receivable - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts Notes And Loans Receivable [Line Items] | ||
Officers, employees and affiliated entities - Interest accrues annually at rates ranging from 0.0% - 5.5%. The notes receivable mature through November 2024. | $ 2,478 | $ 2,479 |
Unrelated third party - Currently no interest is being accrued on this note. The note receivable matures in December 2023. | 903 | 903 |
Total: | 3,381 | 3,382 |
Less: current portion | ||
Officers, employees and affiliates | (1,260) | (1,182) |
Noncurrent portion | $ 2,121 | $ 2,200 |
Notes Receivable - Summary of_2
Notes Receivable - Summary of Notes Receivable (Parenthetical) (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Unsecured Notes Receivable, Related Parties | |
Accounts Notes And Loans Receivable [Line Items] | |
Notes receivable, maturity | Nov. 30, 2024 |
Unsecured Notes Receivable, Related Parties | Minimum | |
Accounts Notes And Loans Receivable [Line Items] | |
Notes receivable, interest | 0.00% |
Unsecured Notes Receivable, Related Parties | Maximum | |
Accounts Notes And Loans Receivable [Line Items] | |
Notes receivable, interest | 5.50% |
Unsecured Notes Receivable, Unrelated Third Party | |
Accounts Notes And Loans Receivable [Line Items] | |
Notes receivable, interest | 0.00% |
Notes receivable, maturity | Dec. 31, 2023 |
Notes Receivable - Additional I
Notes Receivable - Additional Information (Details) - Unsecured Notes Receivable | 12 Months Ended |
Dec. 31, 2021 | |
Minimum | |
Accounts Notes And Loans Receivable [Line Items] | |
Notes receivable, interest | 0.00% |
Maximum | |
Accounts Notes And Loans Receivable [Line Items] | |
Notes receivable, interest | 5.50% |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment for Fixed Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Total: | $ 16,079 | $ 14,137 |
Less: accumulated depreciation | (10,669) | (9,912) |
Property and Equipment, net of capital leased assets | 5,410 | 4,225 |
Computer Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total: | 1,279 | 1,276 |
Survey Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total: | 4,625 | 4,444 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Total: | 763 | 463 |
Furniture and Fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total: | 1,675 | 1,638 |
Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total: | 6,886 | 5,887 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Total: | 332 | 283 |
Fixed Assets Pending Lease Financing | ||
Property, Plant and Equipment [Line Items] | ||
Total: | $ 519 | $ 146 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property Plant And Equipment [Abstract] | ||
Depreciation expense for fixed assets | $ 0.8 | $ 0.7 |
Amortization expense for capital leased assets | $ 5.2 | $ 1.3 |
Property and Equipment, Net -_2
Property and Equipment, Net - Summary of Property and Equipment for Capital Leased Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Total: | $ 20,933 | $ 12,415 |
Less: accumulated amortization on leased assets | (6,141) | (1,283) |
Capital Leased Assets, net | 14,792 | 11,132 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total: | 15,391 | 8,590 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Total: | $ 5,542 | $ 3,825 |
Goodwill - Summary of Goodwill
Goodwill - Summary of Goodwill Resulting From Business Acquisitions (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Beginning balance | $ 9,179 |
Acquisitions | 19,292 |
Ending balance | $ 28,471 |
Intangible Assets - Summary of
Intangible Assets - Summary of Total Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Finite Lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ 1,043 | $ 646 |
Net Balance | 11,605 | |
Gross Amount | 13,329 | 1,777 |
Net Balance | 12,286 | 1,131 |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Amount | 10,018 | 809 |
Accumulated Amortization | 665 | 382 |
Net Balance | 9,353 | 427 |
Contract Rights | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Amount | 2,333 | 150 |
Accumulated Amortization | 224 | 150 |
Net Balance | 2,109 | |
Leases | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Amount | 160 | |
Accumulated Amortization | 17 | |
Net Balance | 143 | |
Non-complete Agreement | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Amount | 137 | 137 |
Accumulated Amortization | 137 | 114 |
Net Balance | 23 | |
Domain Name | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Amount | 281 | 281 |
Licensing Rights | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Amount | $ 400 | $ 400 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Intangible Assets [Line Items] | ||
Amortization of intangible assets | $ 397 | $ 241 |
Domain Name | ||
Intangible Assets [Line Items] | ||
Intangible assets acquired | 700 | |
Licensing Rights | ||
Intangible Assets [Line Items] | ||
Intangible assets acquired | $ 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) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted average useful lives | 10 years 3 months 25 days | 4 years 11 months 23 days |
Contract Rights | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted average useful lives | 2 years 10 months 13 days | 2 years |
Leases | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted average useful lives | 9 years 2 months 1 day | |
Non-complete Agreement | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted average useful lives | 3 years | 3 years |
Intangible Assets - Summary o_3
Intangible Assets - Summary of Future amortization (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Finite Lived Intangible Assets Future Amortization Expense [Abstract] | |
2022 | $ 1,870 |
2023 | 1,809 |
2024 | 1,567 |
2025 | 950 |
Thereafter | 5,409 |
Net Balance | $ 11,605 |
Bank Revolving Line of Credit_2
Bank Revolving Line of Credit and Fixed Credit Facilities - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2017 | |
Line Of Credit Facility [Line Items] | ||||
Debt instrument outstanding amount | $ 12,857,000 | |||
Bank of America | ||||
Line Of Credit Facility [Line Items] | ||||
Line of credit maximum borrowing capacity | $ 12,400,000 | |||
Borrowing base description | The Borrowing Base is computed based upon a percentage of eligible receivables within each aging category under 120 days and is further refined for customer type. Receivables more than 120 days and those from related parties or affiliates are not considered to be eligible receivables for the Borrowing Base | |||
Line of credit facility increase in amount | $ 15,000,000 | |||
Line of credit interest expense | $ 100,000 | $ 300,000 | ||
Bank of America | Term Loan | ||||
Line Of Credit Facility [Line Items] | ||||
Debt instrument payment terms | thirty-six months | |||
Debt instrument date of first repayment | Apr. 13, 2020 | |||
Debt instrument maturity date | Mar. 13, 2023 | |||
Debt instrument periodic payment | $ 29,294 | |||
Debt instrument interest rate | 3.49% | |||
Debt instrument outstanding amount | $ 400,000 | 800,000 | ||
Bank of America | Notes Payable | Term Loan | ||||
Line Of Credit Facility [Line Items] | ||||
Debt instrument principal amount | $ 1,000,000 | |||
Bank of America | Revolving Credit Facility | ||||
Line Of Credit Facility [Line Items] | ||||
Line of credit interest rate | 3.25% | 3.60% | ||
Line of credit expiration date | Jul. 31, 2023 | |||
Line of credit outstanding amount | $ 0 | $ 3,500,000 | ||
Bank of America | Revolving Credit Facility | LIBOR | ||||
Line Of Credit Facility [Line Items] | ||||
Line of credit basis spread on variable rate | 1.25% | |||
Bank of America | Fixed Line 1 | ||||
Line Of Credit Facility [Line Items] | ||||
Line of credit interest rate | 2.85% | 2.91% | ||
Line of credit outstanding amount | $ 300,000 | $ 500,000 | ||
Line of credit remaining borrowing capacity | $ 0 | |||
Line of credit payment date | Aug. 31, 2018 | |||
Line of credit frequency of principal payments description | sixty equal monthly installments | |||
Line of credit facility maturity date | 2023-08 | |||
Bank of America | Fixed Line 1 | Notes Payable | ||||
Line Of Credit Facility [Line Items] | ||||
Line of credit maximum borrowing capacity | $ 1,000,000 | |||
Bank of America | Fixed Line 1 | LIBOR | ||||
Line Of Credit Facility [Line Items] | ||||
Line of credit basis spread on variable rate | 2.75% | |||
Bank of America | Fixed Line 2 | ||||
Line Of Credit Facility [Line Items] | ||||
Line of credit interest rate | 2.10% | 2.20% | ||
Line of credit outstanding amount | $ 700,000 | $ 900,000 | ||
Line of credit remaining borrowing capacity | $ 0 | |||
Line of credit payment date | Aug. 31, 2020 | |||
Line of credit frequency of principal payments description | sixty equal monthly installments | |||
Line of credit facility maturity date | 2025-09 | |||
Bank of America | Fixed Line 2 | Notes Payable | ||||
Line Of Credit Facility [Line Items] | ||||
Line of credit maximum borrowing capacity | $ 1,000,000 | |||
Bank of America | Fixed Line 2 | LIBOR | ||||
Line Of Credit Facility [Line Items] | ||||
Line of credit basis spread on variable rate | 2.00% | |||
Bank of America | Minimum | Revolving Credit Facility | ||||
Line Of Credit Facility [Line Items] | ||||
Line of credit interest rate | 2.00% | |||
Line of credit basis spread on variable rate | 2.35% | |||
Bank of America | Maximum | Revolving Credit Facility | ||||
Line Of Credit Facility [Line Items] | ||||
Line of credit interest rate | 2.60% | |||
Line of credit basis spread on variable rate | 2.95% |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Notes payable | $ 12,857 | $ 4,421 |
Less: current portion | (4,450) | (1,592) |
Notes payable, less current portion | 8,407 | 2,829 |
Related Parties | Shareholders | ||
Debt Instrument [Line Items] | ||
Notes payable | 10,771 | 2,202 |
Related Parties | Owners of Acquired Entity | ||
Debt Instrument [Line Items] | ||
Notes payable | 450 | |
Unrelated Third Parties | Purchase of Software | ||
Debt Instrument [Line Items] | ||
Notes payable | 34 | |
Unrelated Third Parties | Purchase of Intangible Asset | ||
Debt Instrument [Line Items] | ||
Notes payable | 100 | |
Unrelated Third Parties | Fixed Line | ||
Debt Instrument [Line Items] | ||
Notes payable | $ 1,502 | $ 2,219 |
Notes Payable - Schedule of N_2
Notes Payable - Schedule of Notes Payable (Parenthetical) (Details) - Notes Payable | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Shareholders | ||
Debt Instrument [Line Items] | ||
Debt instrument, maturity date, description | mature on various dates through October 2025 | |
Owners of Acquired Entity | ||
Debt Instrument [Line Items] | ||
Debt instrument interest rate | 3.25% | |
Debt instrument maturity date | Oct. 31, 2024 | |
Minimum | Shareholders | ||
Debt Instrument [Line Items] | ||
Debt instrument interest rate | 0.00% | 0.00% |
Maximum | Shareholders | ||
Debt Instrument [Line Items] | ||
Debt instrument interest rate | 6.25% | 6.25% |
Notes Payable - Additional Info
Notes Payable - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Notes Payable | ||
Debt Instrument [Line Items] | ||
Interest expense | $ 0.2 | $ 0.2 |
Notes Payable - Schedule of Fut
Notes Payable - Schedule of Future Principal Payments on Notes Payable (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Debt Instruments [Abstract] | |
2022 | $ 4,679 |
2023 | 4,191 |
2024 | 3,625 |
2025 | 362 |
Total | $ 12,857 |
Stock Subscription Notes Rece_2
Stock Subscription Notes Receivable - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Stock Subscription Notes Receivable [Line Items] | ||
Stock subscription notes receivable | $ 0.3 | $ 0.6 |
Stock Subscription Notes Receivable | ||
Stock Subscription Notes Receivable [Line Items] | ||
Payment of advances towards stock subscription notes receivable | 0 | 0.5 |
Proceeds from collection of notes receivable | 0.3 | 0.2 |
Stock Subscription Notes Receivable | Seven Shareholders | ||
Stock Subscription Notes Receivable [Line Items] | ||
Stock subscription notes receivable | $ 0.3 | |
Stock Subscription Notes Receivable | Seventeen Shareholders | ||
Stock Subscription Notes Receivable [Line Items] | ||
Stock subscription notes receivable | $ 0.6 | |
Stock Subscription Notes Receivable | Minimum | ||
Stock Subscription Notes Receivable [Line Items] | ||
Loans receivable variable interest rate spread | 3.25% | |
Stock Subscription Notes Receivable | Maximum | ||
Stock Subscription Notes Receivable [Line Items] | ||
Loans receivable variable interest rate spread | 4.75% |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||
Rent expense | $ 5,800,000 | $ 7,300,000 |
Related party transaction, due from related party | 300,000 | 600,000 |
2015 Acquisition | ||
Related Party Transaction [Line Items] | ||
Related party transaction, due to related party | 200,000 | 300,000 |
KTA Group Inc. | ||
Related Party Transaction [Line Items] | ||
Related party transaction, due to related party | 10,800,000 | 2,200,000 |
Administrative, Accounting and Project Management Services | ||
Related Party Transaction [Line Items] | ||
Related Party transaction, cost of service | 100,000 | 0 |
Related party transaction, due from related party | 100,000 | 0 |
Mr. Bowman, Mr. Bruen and Mr. Hickey | Leesburg Acquisition Partners (LAP) | ||
Related Party Transaction [Line Items] | ||
Back charge payments | 28,808 | |
Gregory Bowman | ||
Related Party Transaction [Line Items] | ||
Related party transaction, due from employee | 100,000 | 100,000 |
BCG Chantilly, LLC | ||
Related Party Transaction [Line Items] | ||
Related party transaction, due from (to) related party | 0 | 0 |
Rent expense | $ 100,000 | 100,000 |
BCG Chantilly, LLC | Mr. Bowman, Mr. Bruen and Mr. Hickey | ||
Related Party Transaction [Line Items] | ||
Ownership percentage | 63.60% | |
Bowman Lansdowne Development, LLC | ||
Related Party Transaction [Line Items] | ||
Notes receivable | $ 500,000 | 500,000 |
Maturity date | Jan. 31, 2024 | |
Lansdowne Development Group, LLC | ||
Related Party Transaction [Line Items] | ||
Notes receivable | $ 400,000 | 400,000 |
Maturity date | Jan. 31, 2024 | |
Accounts receivable | $ 100,000 | 100,000 |
Bowman Realty Investments 2010, LLC | ||
Related Party Transaction [Line Items] | ||
Notes receivable | $ 200,000 | 200,000 |
Maturity date | Jan. 31, 2024 | |
Alwington Farm Developers, LLC | ||
Related Party Transaction [Line Items] | ||
Notes receivable | $ 1,200,000 | 1,200,000 |
Maturity date | Dec. 31, 2022 | |
MREC Shenandoah VA, LLC | Engineering Services | ||
Related Party Transaction [Line Items] | ||
Related Party transaction, payments received | $ 800,000 | $ 100,000 |
MREC Shenandoah VA, LLC | Lake Frederick Holdings, LLC | ||
Related Party Transaction [Line Items] | ||
Ownership percentage | 92.00% | |
Bowman Realty 2013 | Bowman Lansdowne | ||
Related Party Transaction [Line Items] | ||
Ownership percentage | 8.00% | |
Mr. Bowman | Lake Frederick Holdings, LLC | ||
Related Party Transaction [Line Items] | ||
Ownership percentage | 100.00% |
Income Taxes - Summary of Provi
Income Taxes - Summary of Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current expense: | ||
Federal | $ 159 | $ (6) |
State | 431 | 662 |
Foreign | 13 | 7 |
Total | 603 | 663 |
Deferred expense (benefit): | ||
Federal | (1,989) | 404 |
State | (193) | (78) |
Total | (2,182) | 326 |
Provision for income taxes | $ (1,579) | $ 989 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Deferred Tax Assets and Deferred Tax Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Research and development credit carryover | $ 2,943 | $ 1,557 |
Deferred rent expense | 1,248 | 1,073 |
Intangible asset amortization | 68 | 23 |
Net operating loss | 2 | |
Bad debt reserve | 456 | |
Accrued employee related expenses | 1,237 | |
Performance stock units | 71 | |
Acquisition related transaction costs | 139 | |
Total | 6,164 | 2,653 |
Deferred tax liabilities: | ||
Fixed asset depreciation | (3,718) | (2,866) |
Prepaid expenses | (540) | |
Accrual to cash | (5,398) | |
Section 481(a) adjustment | (5,178) | |
Goodwill amortization | (1,018) | (861) |
Total | (10,454) | (9,125) |
Net deferred tax liabilities | $ (4,290) | $ (6,472) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Line Items] | |||
Operating loss carryforwards | $ 0 | ||
Valuation allowance | $ 0 | $ 0 | |
Federal statutory income tax rate | 21.00% | 21.00% | |
Permanent differences by disallowance of certain executive compensation minimum amount | $ 1,000,000 | ||
Unrecognized tax benefits | 2,269,000 | $ 151,000 | $ 83,000 |
Penalties and interest related to uncertain tax positions | 26,000,000 | ||
CARES Act | |||
Income Tax Disclosure [Line Items] | |||
Accrual of deferred employer payroll taxes | 1,200,000 | ||
Impermissible Method in Deducting Stock-Based Compensation Expense for Income Tax Purposes | |||
Income Tax Disclosure [Line Items] | |||
Unrecognized tax benefits | 1,900,000 | ||
Florida | |||
Income Tax Disclosure [Line Items] | |||
Unrecognized tax benefits | 100,000 | ||
Uncertain tax position upon settlements with taxing authorities | 0 | ||
R&D Credits | |||
Income Tax Disclosure [Line Items] | |||
Unrecognized tax benefits | 200,000 | 200,000 | |
Adjustments for Research and Development Tax Credits | |||
Income Tax Disclosure [Line Items] | |||
Unrecognized tax benefits | 100,000 | 100,000 | |
State | |||
Income Tax Disclosure [Line Items] | |||
Operating loss carryforwards | $ 100,000 | ||
Operating loss carryforward period | 20 years | ||
Operating loss carryforward expiration year | 2041 | ||
Federal | R&D Credits | |||
Income Tax Disclosure [Line Items] | |||
Gross tax credit carryforward amount | $ 3,200,000 | 1,700,000 | |
Net tax credit carryforward amount | $ 2,900,000 | $ 1,600,000 | |
Tax credit carryforward period | 20 years | ||
Tax credit carryforwards expiration year | 2039 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Expense Benefit Continuing Operations Income Tax Reconciliation [Abstract] | ||
Statutory rate | $ (269) | $ 410 |
State income taxes, net of federal benefit | (132) | 69 |
Effective rate differential for DCPC—S-corp | (59) | |
State income tax rate change | 85 | 77 |
Section 162(m) compensation differences | 332 | |
Other permanent differences | 84 | 68 |
Stock repurchase liability | 1,474 | |
Valuation allowance | 27 | |
Change in tax status | 170 | |
Other | 90 | 42 |
Research & development credit | (1,969) | (1,289) |
Uncertain tax positions | 200 | |
Provision for income taxes | $ (1,579) | $ 989 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Beginning Balance and Ending Amounts of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation Of Unrecognized Tax Benefits Excluding Amounts Pertaining To Examined Tax Returns Roll Forward | ||
Beginning balance | $ 151 | $ 83 |
Additions based on tax positions related to the prior year | 418 | |
Additions based on tax positions related to the current year | 1,700 | 68 |
Ending balance | $ 2,269 | $ 151 |
Employee Stock Purchase and S_3
Employee Stock Purchase and Stock Incentive Plans - Additional Information (Details) - USD ($) | Apr. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Options vesting period | 5 years | ||
Number of shares, Granted | 7,434 | ||
Number of shares, granted | 1,631,645 | ||
Number of unvested stock awards | 2,479,125 | ||
Number of unvested stock awards vesting start date | Jan. 1, 2022 | ||
Number of unvested stock awards vesting end date | May 11, 2026 | ||
2021 Employee Stock Purchase Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Common stock purchase percentage | 15.00% | ||
Employee stock purchase plan, terms of award | Under the Company’s Employee Stock Purchase Plan, eligible employees who elect to participate are granted the right to purchase shares of common stock at a 15% discount of the weighted average selling price of the Company stock for the 30 days prior to the last day of the offering period. | ||
Bowman Consulting Group Ltd. 2021 Omnibus Equity Incentive Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of shares, Granted | 0 | 7,434 | |
Intrinsic value per share of options | $ 14.68 | $ 6.43 | |
Cash payments received from exercise of options | $ 100,000 | $ 100,000 | |
Compensation costs | 0 | $ 22,443 | |
Unrecognized compensation costs | $ 0 | ||
Common stock authorized and reserved for issuance | 2,876,250 | ||
Percentage of common stock reserve automatically increases | 5.00% | ||
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 | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Options vesting period | 4 years | 4 years | |
Number of shares, granted | 49,383 | 657,676 | |
Bowman Consulting Group Ltd. Stock Bonus Plan | Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares award per share | $ 8.72 | $ 8.72 | |
Bowman Consulting Group Ltd. Stock Bonus Plan | Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares award per share | $ 12.80 | $ 12.80 | |
2021 Executive Officers Long Term Incentive Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Options vesting period | 2 years 1 month 28 days | ||
Number of shares, granted | 260,842 |
Employee Stock Purchase and S_4
Employee Stock Purchase and Stock Incentive Plans - Schedule of Stock Issuance Activity Under Employee Stock Purchase Plan (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($)shares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Purchase price paid for shares sold | $ | $ 479 |
Number of shares sold | shares | 35,886 |
Employee Stock Purchase and S_5
Employee Stock Purchase and Stock Incentive Plans - Summary of Assumptions Used to Value the Options Granted (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Expected volatility | 25.00% |
Expected dividend yield | 0.00% |
Expected option term (in years) | 5 years |
Risk-free interest rate | 2.50% |
Employee Stock Purchase and S_6
Employee Stock Purchase and Stock Incentive Plans - Summary of Status of Stock Options Exercised, Including Substantive Options (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Number of shares Outstanding, Beginning Balance | 53,277 | 56,404 |
Number of shares, Granted | 7,434 | |
Number of shares, Exercised | (38,350) | (10,561) |
Number of shares Outstanding, Ending Balance | 14,927 | 53,277 |
Weighted Average Exercise Price, Beginning Balance | $ 5.87 | $ 5.68 |
Weighted Average Exercise Price, Granted | 7.34 | |
Weighted Average Exercise Price, Exercised | 5.82 | 5.92 |
Weighted Average Exercise Price, Ending Balance | $ 5.99 | $ 5.87 |
Employee Stock Purchase and S_7
Employee Stock Purchase and Stock Incentive Plans - Summary of Information about Options Outstanding and Exercisable (Details) - $ / shares | Jan. 01, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||||
Exercise Price | $ 6.37 | $ 6.57 | ||
Total Outstanding | 53,277 | 14,927 | 53,277 | 56,404 |
Weighted Average Remaining Life (Years) | 4 years 6 months | 5 years | ||
Weighted Average Exercise Price | $ 5.87 | $ 5.99 | $ 5.87 | $ 5.68 |
Total Exercisable | 53,277 | 14,927 |
Employee Stock Purchase and S_8
Employee Stock Purchase and Stock Incentive Plans - Summary of Activity of Restricted Shares Subject to Forfeiture (Details) - $ / shares | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares, Granted | 1,631,645 | ||||
Number of shares, Vested | (2,479,125) | ||||
Restricted Shares | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares, Beginning balance | 702,926 | [1] | 156,409 | ||
Number of shares, Granted | 1,681,028 | 657,673 | |||
Number of shares, Vested | (156,488) | (108,206) | |||
Number of shares, Cancelled | (9,183) | (2,950) | |||
Number of shares, Ending balance | 2,218,283 | 702,926 | [1] | ||
Weighted Average Grant Price, Beginning balance | $ 12.80 | [1] | $ 5.59 | ||
Weighted Average Grant Price, Granted | 14.06 | 11 | |||
Weighted Average Grant Price, Vested | 12.91 | 6.49 | |||
Weighted Average Grant Price, Cancelled | 13.98 | 5.49 | |||
Weighted Average Grant Price, Ending balance | $ 13.74 | $ 12.80 | [1] | ||
Restricted Shares | Price Based On Originally Issuance [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares, Beginning balance | [2] | 702,926 | |||
Number of shares, Ending balance | [2] | 702,926 | |||
Weighted Average Grant Price, Beginning balance | [2] | $ 10.51 | |||
Weighted Average Grant Price, Ending balance | [2] | $ 10.51 | |||
[1] | Weighted average grant price at December 31, 2020, as modified, represents the as adjusted fair value of the outstanding Stock Awards on the date of modification in connection with the settlement of the liability to common shares subject to repurchase. | ||||
[2] | Weighted average grant price at December 31, 2020 represents the grant date fair value of Stock Awards as originally issued. |
Employee Stock Purchase and S_9
Employee Stock Purchase and Stock Incentive Plans - Summary of Activity of Performance Stock Units Subject to Forfeiture (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of shares, Granted | 1,631,645 |
Number of shares, Vested | (2,479,125) |
Performance Stock Units | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of shares, Granted | 260,842 |
Number of shares, Ending balance | 260,842 |
Weighted Average Grant Price, Granted | $ / shares | $ 13.81 |
Weighted Average Grant Price, Ending balance | $ / shares | $ 13.81 |
Employee Stock Purchase and _10
Employee Stock Purchase and Stock Incentive Plans - Summary of Change in Liability to Common Shares Subject to Repurchase and Associated Non-Cash Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Beginning Balance | $ 842 | $ 8,267 |
Non-cash compensation from ratable vesting | 41 | 2,712 |
Non-cash compensation from change in fair value of liability | 2 | 2,457 |
Other stock activity, net | 516 | (786) |
Reclassification upon modification | (1,394) | (11,808) |
Ending balance | $ 7 | $ 842 |
Employee Stock Purchase and _11
Employee Stock Purchase and Stock Incentive Plans - Summary of Future expense of Unvested Awards (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Schedule Of Future Expense Of Unvested Awards [Abstract] | |
2022 | $ 10,581 |
2023 | 9,325 |
2024 | 4,860 |
2025 | 1,346 |
Thereafter | 281 |
Total | $ 26,393 |
Employee Retirement Plan - Addi
Employee Retirement Plan - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Compensation And Retirement Disclosure [Abstract] | ||
Employer contributions | $ 1.3 | $ 1.8 |
Capital Leases - Additional Inf
Capital Leases - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2021 | |
Capital Leased Assets [Line Items] | ||
Capital lease liability | $ 0.5 | $ 15.2 |
Bargain purchase price | $ 2.4 | |
Minimum | ||
Capital Leased Assets [Line Items] | ||
Capital leases payment terms on lease agreements | 30 months | |
Maximum | ||
Capital Leased Assets [Line Items] | ||
Capital leases payment terms on lease agreements | 50 months |
Capital Leases - Schedule of Fu
Capital Leases - Schedule of Future Minimum Commitments Under Non-cancelable Capital Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Capital Leases Future Minimum Payments Net Minimum Payments [Abstract] | ||
2022 | $ 5,899 | |
2023 | 4,620 | |
2024 | 2,435 | |
2025 | 1,364 | |
Total minimum lease payments | 14,318 | |
Less: amount representing interest | (1,524) | |
Present value of total net minimum lease payments | 12,794 | |
Less: current portion of net minimum lease payments | (5,136) | $ (3,495) |
Long-term portion of net minimum lease payments | $ 7,658 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2021USD ($)LeaseAgreement | Dec. 31, 2020USD ($) | |
Commitments And Contingencies Disclosure [Abstract] | ||
Number of lease agreements | LeaseAgreement | 3 | |
Rent expense | $ | $ 5.8 | $ 7.3 |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Operating Lease Liabilities Payments Due Rolling Maturity [Abstract] | |
2022 | $ 6,845 |
2023 | 5,125 |
2024 | 4,512 |
2025 | 3,773 |
2026 | 2,956 |
Thereafter | 6,432 |
Total | $ 29,643 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 02, 2022 | Feb. 11, 2022 | Feb. 02, 2022 | Jun. 08, 2021 | Feb. 28, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | |||||||
Number of shares issued and sold | 157,500 | ||||||
Shares price per share | $ 16 | ||||||
Proceeds from issuance of common stock | $ 2,500 | $ 555 | $ 63 | ||||
Subsequent Event | Perry Engineering | |||||||
Subsequent Event [Line Items] | |||||||
Business acquisition, common stock issued | 9,833 | ||||||
Common Stock Offering | |||||||
Subsequent Event [Line Items] | |||||||
Number of shares issued and sold | 157,500 | ||||||
Shares price per share | $ 16 | ||||||
Proceeds from issuance of common stock | $ 2,500 | ||||||
Common Stock Offering | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Number of shares issued and sold | 900,000 | ||||||
Shares price per share | $ 16 | ||||||
Net proceeds from sale of common stock | $ 13,700 | ||||||
Common Stock Offering | Subsequent Event | President, Chairman and Chief Executive Officer | |||||||
Subsequent Event [Line Items] | |||||||
Number of shares issued and sold | 150,000 | ||||||
Over-Allotment Option | |||||||
Subsequent Event [Line Items] | |||||||
Number of shares issued and sold | 3,805,925 | ||||||
Net proceeds from sale of common stock | $ 1,500 | ||||||
Proceeds from issuance of common stock | $ 53,300 | ||||||
Over-Allotment Option | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Number of shares issued and sold | 1,057,500 | ||||||
Net proceeds from sale of common stock | $ 2,400 | ||||||
Proceeds from issuance of common stock | $ 16,900 |