Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 08, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-40371 | |
Entity Registrant Name | BOWMAN CONSULTING GROUP LTD. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 54-1762351 | |
Entity Address, Address Line One | 12355 Sunrise Valley Drive | |
Entity Address, Address Line Two | Suite 520 | |
Entity Address, City or Town | Reston | |
Entity Address, State or Province | VA | |
Entity Address, Postal Zip Code | 20191 | |
City Area Code | 703 | |
Local Phone Number | 464-1000 | |
Title of 12(b) Security | Common Stock, $0.01 par value | |
Trading Symbol | BWMN | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 14,602,711 | |
Entity Central Index Key | 0001847590 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash and equivalents | $ 9,746 | $ 13,282 |
Accounts receivable, net | 81,874 | 64,443 |
Contract assets | 26,050 | 16,321 |
Notes receivable - officers, employees, affiliates, current portion | 938 | 1,016 |
Prepaid and other current assets | 11,723 | 7,068 |
Total current assets | 130,331 | 102,130 |
Non-Current Assets | ||
Property and equipment, net | 26,874 | 25,104 |
Operating lease, right-of-use assets | 39,476 | 30,264 |
Goodwill | 77,106 | 53,210 |
Notes receivable | 903 | 903 |
Notes receivable - officers, employees, affiliates, less current portion | 1,387 | 1,417 |
Other intangible assets, net | 39,763 | 27,950 |
Deferred tax asset, net | 21,098 | 13,759 |
Other assets | 1,082 | 1,020 |
Total Assets | 338,020 | 255,757 |
Current Liabilities | ||
Revolving Credit Facility | 21,189 | 0 |
Accounts payable and accrued liabilities | 32,878 | 40,293 |
Contract liabilities | 10,046 | 6,370 |
Notes payable, current portion | 12,438 | 10,168 |
Operating lease obligation, current portion | 8,153 | 6,949 |
Finance lease obligation, current portion | 6,001 | 5,297 |
Total current liabilities | 90,705 | 69,077 |
Non-Current Liabilities | ||
Other non-current obligations | 28,827 | 356 |
Notes payable, less current portion | 16,734 | 16,276 |
Operating lease obligation, less current portion | 36,610 | 28,087 |
Finance lease obligation, less current portion | 14,619 | 14,254 |
Pension and post-retirement obligation, less current portion | 4,881 | 4,848 |
Total liabilities | 192,376 | 132,898 |
Shareholders' Equity | ||
Preferred Stock, $0.01 par value; 5,000,000 shares authorized, no shares issued and outstanding | 0 | 0 |
Common stock, $0.01 par value; 30,000,000 shares authorized; 17,130,179 shares issued and 14,600,293 outstanding, and 15,949,805 shares issued and 13,556,550 outstanding, respectively | 171 | 159 |
Additional paid-in-capital | 189,351 | 162,922 |
Accumulated other comprehensive income | 557 | 578 |
Treasury stock, at cost; 2,529,886 and 2,393,255, respectively | (24,417) | (20,831) |
Stock subscription notes receivable | (125) | (173) |
Accumulated deficit | (19,893) | (19,796) |
Total shareholders' equity | 145,644 | 122,859 |
TOTAL LIABILITIES AND EQUITY | $ 338,020 | $ 255,757 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 30,000,000 | 30,000,000 |
Common stock, shares issued (in shares) | 17,130,179 | 15,949,805 |
Common stock, shares outstanding (in shares) | 14,600,293 | 13,556,550 |
Treasury stock, at cost shares (in shares) | 2,529,886 | 2,393,255 |
Condensed Consolidated Income S
Condensed Consolidated Income Statements - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Gross Contract Revenue | $ 82,755 | $ 62,399 | $ 158,855 | $ 114,860 |
Contract costs: (exclusive of depreciation and amortization below) | ||||
Direct payroll costs | 32,075 | 25,071 | 60,919 | 45,746 |
Sub-consultants and expenses | 8,963 | 5,983 | 17,501 | 10,743 |
Total contract costs | 41,038 | 31,054 | 78,420 | 56,489 |
Operating Expenses: | ||||
Selling, general and administrative | 38,340 | 28,065 | 71,965 | 50,868 |
Depreciation and amortization | 4,719 | 2,823 | 8,285 | 5,213 |
(Gain) on sale | (226) | (27) | (237) | (32) |
Total operating expenses | 42,833 | 30,861 | 80,013 | 56,049 |
Income (loss) from operations | (1,116) | 484 | 422 | 2,322 |
Other expense | 1,143 | 994 | 2,358 | 1,491 |
Income (loss) before tax expense | (2,259) | (510) | (1,936) | 831 |
Income tax (benefit) expense | (1,625) | (190) | (1,839) | (306) |
Net income (loss) | (634) | (320) | (97) | 1,137 |
Earnings allocated to non-vested shares | 0 | 0 | 0 | 191 |
Net income (loss) attributable to common shareholders | $ (634) | $ (320) | $ (97) | $ 946 |
Earnings (loss) per share | ||||
Basic (in dollars per share) | $ (0.05) | $ (0.03) | $ (0.01) | $ 0.09 |
Diluted (in dollars per share) | $ (0.05) | $ (0.03) | $ (0.01) | $ 0.09 |
Weighted average shares outstanding: | ||||
Basic (in shares) | 12,276,173 | 10,761,172 | 12,022,550 | 10,346,089 |
Diluted (in shares) | 12,276,173 | 10,761,172 | 12,022,550 | 10,427,602 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ (634) | $ (320) | $ (97) | $ 1,137 |
Other comprehensive income (loss) | ||||
Pension and post-retirement adjustments | (11) | 0 | (21) | 0 |
Other comprehensive income (loss) | (11) | 0 | (21) | 0 |
Income tax provision related to items of other comprehensive income (loss) | 0 | 0 | 0 | 0 |
Other comprehensive income (loss), net of tax | (11) | 0 | (21) | 0 |
Comprehensive income (loss), net of tax | $ (645) | $ (320) | $ (118) | $ 1,137 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands | Total | IPO | Common Stock | Common Stock IPO | Additional Paid-in Capital | Additional Paid-in Capital IPO | Treasury Stock | Accumulated Other Comprehensive Income | Stock Subscription Notes Receivable | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2021 | 13,690,868 | |||||||||
Beginning balance at Dec. 31, 2021 | $ 78,413 | $ 137 | $ 120,842 | $ (17,488) | $ 0 | $ (277) | $ (24,801) | |||
Beginning balance (in shares) at Dec. 31, 2021 | 2,201,289 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of new common shares (in shares) | 486,629 | 1,057,500 | ||||||||
Issuance of new common shares | 8,115 | $ 15,475 | $ 5 | $ 11 | 8,110 | $ 15,464 | ||||
Purchase of treasury stock (in shares) | (137,329) | |||||||||
Purchase of treasury stock | (2,369) | $ (2,369) | ||||||||
Issuance of common shares under stock compensation plan (in shares) | 321,373 | |||||||||
Issuance of new common shares under stock compensation plan | 0 | $ 3 | (3) | |||||||
Issuance of new common shares under employee stock purchase plan (in shares) | 46,063 | |||||||||
Issuance of new common shares under employee stock purchase plan | 593 | 593 | ||||||||
Stock based compensation | 7,025 | 7,025 | ||||||||
Collections on stock subscription notes receivable | 47 | 47 | ||||||||
Conversion of redeemable common stock to permanent equity | 8 | 8 | ||||||||
Other comprehensive loss, net of tax | 0 | |||||||||
Net income (loss) | 1,137 | 1,137 | ||||||||
Ending balance (in shares) at Jun. 30, 2022 | 15,602,433 | |||||||||
Ending balance at Jun. 30, 2022 | 108,444 | $ 156 | 152,039 | $ (19,857) | 0 | (230) | (23,664) | |||
Ending balance (in shares) at Jun. 30, 2022 | 2,338,618 | |||||||||
Beginning balance (in shares) at Mar. 31, 2022 | 14,809,363 | |||||||||
Beginning balance at Mar. 31, 2022 | 98,071 | $ 148 | 139,996 | $ (18,476) | 0 | (253) | (23,344) | |||
Beginning balance (in shares) at Mar. 31, 2022 | 2,247,354 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of new common shares (in shares) | 476,796 | |||||||||
Issuance of new common shares | 7,941 | $ 5 | 7,936 | |||||||
Purchase of treasury stock (in shares) | (91,264) | |||||||||
Purchase of treasury stock | (1,381) | $ (1,381) | ||||||||
Issuance of common shares under stock compensation plan (in shares) | 290,416 | |||||||||
Issuance of new common shares under stock compensation plan | 0 | $ 3 | (3) | |||||||
Issuance of new common shares under employee stock purchase plan (in shares) | 25,858 | |||||||||
Issuance of new common shares under employee stock purchase plan | 311 | 311 | ||||||||
Stock based compensation | 3,799 | 3,799 | ||||||||
Collections on stock subscription notes receivable | 23 | 23 | ||||||||
Other comprehensive loss, net of tax | 0 | |||||||||
Net income (loss) | (320) | (320) | ||||||||
Ending balance (in shares) at Jun. 30, 2022 | 15,602,433 | |||||||||
Ending balance at Jun. 30, 2022 | $ 108,444 | $ 156 | 152,039 | $ (19,857) | 0 | (230) | (23,664) | |||
Ending balance (in shares) at Jun. 30, 2022 | 2,338,618 | |||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 13,556,550 | 15,949,805 | ||||||||
Beginning balance at Dec. 31, 2022 | $ 122,859 | $ 159 | 162,922 | $ (20,831) | 578 | (173) | (19,796) | |||
Beginning balance (in shares) at Dec. 31, 2022 | 2,393,255 | 2,393,255 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of new common shares (in shares) | 504,637 | |||||||||
Issuance of new common shares | $ 14,876 | $ 3 | 14,873 | |||||||
Purchase of treasury stock (in shares) | (136,631) | |||||||||
Purchase of treasury stock | (3,586) | $ (3,586) | ||||||||
Issuance of common shares under stock compensation plan (in shares) | 620,639 | |||||||||
Issuance of new common shares under stock compensation plan | $ 0 | $ 6 | (6) | |||||||
Issuance of new common shares under employee stock purchase plan (in shares) | 31,097 | 31,097 | ||||||||
Issuance of new common shares under employee stock purchase plan | $ 763 | $ 1 | 762 | |||||||
Stock based compensation | 10,466 | 10,466 | ||||||||
Collections on stock subscription notes receivable | 48 | 48 | ||||||||
Exercises of conversion feature of convertible note (in shares) | 24,001 | |||||||||
Exercises of conversion feature of convertible note | 336 | $ 2 | 334 | |||||||
Other comprehensive loss, net of tax | (21) | (21) | ||||||||
Net income (loss) | $ (97) | (97) | ||||||||
Ending balance (in shares) at Jun. 30, 2023 | 14,600,293 | 17,130,179 | ||||||||
Ending balance at Jun. 30, 2023 | $ 145,644 | $ 171 | 189,351 | $ (24,417) | 557 | (125) | (19,893) | |||
Ending balance (in shares) at Jun. 30, 2023 | 2,529,886 | 2,529,886 | ||||||||
Beginning balance (in shares) at Mar. 31, 2023 | 16,019,601 | |||||||||
Beginning balance at Mar. 31, 2023 | $ 127,260 | $ 160 | 167,440 | $ (21,498) | 568 | (151) | (19,259) | |||
Beginning balance (in shares) at Mar. 31, 2023 | 2,425,755 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of new common shares (in shares) | 504,637 | |||||||||
Issuance of new common shares | 14,870 | $ 3 | 14,867 | |||||||
Purchase of treasury stock (in shares) | (104,131) | |||||||||
Purchase of treasury stock | (2,919) | $ (2,919) | ||||||||
Issuance of common shares under stock compensation plan (in shares) | 566,882 | |||||||||
Issuance of new common shares under stock compensation plan | 0 | $ 6 | (6) | |||||||
Issuance of new common shares under employee stock purchase plan (in shares) | 15,058 | |||||||||
Issuance of new common shares under employee stock purchase plan | 379 | 379 | ||||||||
Stock based compensation | 6,337 | 6,337 | ||||||||
Collections on stock subscription notes receivable | 26 | 26 | ||||||||
Exercises of conversion feature of convertible note (in shares) | 24,001 | |||||||||
Exercises of conversion feature of convertible note | 336 | $ 2 | 334 | |||||||
Other comprehensive loss, net of tax | (11) | (11) | ||||||||
Net income (loss) | $ (634) | (634) | ||||||||
Ending balance (in shares) at Jun. 30, 2023 | 14,600,293 | 17,130,179 | ||||||||
Ending balance at Jun. 30, 2023 | $ 145,644 | $ 171 | $ 189,351 | $ (24,417) | $ 557 | $ (125) | $ (19,893) | |||
Ending balance (in shares) at Jun. 30, 2023 | 2,529,886 | 2,529,886 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash Flows from Operating Activities: | ||
Net Income (loss) | $ (97) | $ 1,137 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities | ||
Depreciation and amortization | 4,620 | 3,971 |
Amortization of intangible assets | 3,665 | 1,241 |
Gain on sale of assets | (237) | (32) |
Bad debt | 289 | 365 |
Stock based compensation | 11,169 | 7,274 |
Accretion of discounts on notes payable | 264 | 0 |
Deferred taxes | (7,339) | 0 |
Deferred rent | 0 | (237) |
Changes in operating assets and liabilities, net of acquisition of businesses | ||
Accounts receivable | (10,885) | (10,254) |
Contract assets | (5,267) | (510) |
Prepaid expenses and other assets | (4,174) | (5,124) |
Accounts payable and accrued expenses | 9,535 | 5,877 |
Contract liabilities | 523 | 560 |
Net cash provided by operating activities | 2,066 | 4,268 |
Cash Flows from Investing Activities: | ||
Purchases of property and equipment | (632) | (368) |
Fixed assets converted to lease financing | 0 | 22 |
Proceeds from sale of assets and disposal of leases | 237 | 32 |
Payments received under loans to shareholders | 108 | 118 |
Acquisitions of businesses, net of cash acquired | (15,408) | (7,950) |
Collections under stock subscription notes receivable | 48 | 47 |
Net cash used in investing activities | (15,647) | (8,099) |
Cash Flows from Financing Activities: | ||
Proceeds from common stock offering, net of underwriting discounts and commissions and other offering costs | 0 | 15,475 |
Borrowings under revolving credit facility | 21,189 | 0 |
Repayments under fixed line of credit | (283) | (365) |
Repayment under notes payable | (4,743) | (1,433) |
Payments on finance leases | (3,309) | (2,921) |
Payments for purchase of treasury stock | (3,586) | (2,368) |
Proceeds from issuance of common stock | 777 | 607 |
Net cash provided by financing activities | 10,045 | 8,995 |
Net increase (decrease) in cash and cash equivalents | (3,536) | 5,164 |
Cash and cash equivalents, beginning of period | 13,282 | 20,619 |
Cash and cash equivalents, end of period | 9,746 | 25,783 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 1,547 | 713 |
Cash paid for income taxes | 745 | 383 |
Non-cash investing and financing activities: | ||
Property and equipment acquired under finance lease | (4,385) | (4,262) |
Issuance of notes payable for acquisitions | $ (7,825) | $ (3,697) |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 2023 | |
Nature Of Business And Basis Of Presentation [Abstract] | |
Nature of Business and Basis of Presentation | Nature of Business and Basis of Presentation Nature of Business Bowman Consulting Group Ltd. (along with its consolidated subsidiaries, “Bowman” or “we” or the “Company”) incorporated in the Commonwealth of Virginia on June 5, 1995 and reincorporated in the State of Delaware on November 13, 2020. Bowman is a professional services firm delivering innovative solutions to the marketplace of customers who own, develop and maintain the built environment. Within that arena, we provide planning, design, engineering, geospatial, survey, construction management, environmental consulting and land procurement services to markets that encompass the buildings in which people live, work and learn in; as well as the systems that provide water, electricity and other vital services, and the roads, bridges, and transportation systems used to get from place to place. We provide services to customers through fixed-price and time-and-material based contracts containing multiple milestones and independently priced deliverables. Typically, contract awards are on a negotiated basis, ranging in value from a few thousand dollars to multiple millions of dollars and can have varying durations depending on the size, scope, and complexity of the project. The Company’s workforce typically provides the full scope of engineering and other contract services. However, with respect to certain specialty services or other compliance requirements within a particular contract, we may engage third-party sub-consultants. The Company’s headquarters is located in Reston, VA and the Company has over 70 offices throughout the United States and one office in Mexico. Common Stock Offering On February 11, 2022, the Company closed on an offering of common stock in which it issued and sold 900,000 shares at an offering price of $16.00 per share, resulting in net proceeds of $13.7 million after deducting underwriting discounts and commissions, but before expenses of the offering. On February 28, 2022, the underwriters exercised their option to purchase an additional 157,500 shares of the Company’s common stock at an offering price of $16.00 per share, resulting in additional gross proceeds of approximately $2.5 million. After giving effect to this exercise of the overallotment option, the total number of shares sold by the Company in this common stock offering increased to 1,057,500 shares with total gross proceeds of approximately $16.9 million. The exercise of the over-allotment option closed on March 2, 2022, at which time the Company received net proceeds of $2.4 million after underwriting discounts and commissions. Deferred offering costs consist primarily of accounting, legal and other fees related to the common stock offering. Prior to the offering, all deferred offering costs were capitalized within prepaid and other current assets in the consolidated balance sheet. No deferred offering costs were capitalized in the consolidated balance sheet as of June 30, 2023. Basis of Presentation The accompanying unaudited condensed consolidated financial statements and footnotes of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and applicable regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial information. In the opinion of management, the interim financial information includes all adjustments of a normal recurring nature necessary for a fair presentation of the results of operations, financial position, changes in shareholders’ equity and cash flows. The results of operations for the current period are not necessarily indicative of the results for the full year or the results for any future periods. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related footnotes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the SEC on March 15, 2023. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies The following is a summary of the significant accounting policies and principles used in the preparation of the condensed consolidated financial statements: Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act (“JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934 (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is either not an emerging growth company or, an emerging growth company that has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used. Revenue Recognition As discussed in Note 1, the Company provides a variety of engineering and related professional services to customers located throughout the United States. The Company enters into agreements with clients that create enforceable rights and obligations and for which it is probable that the Company will collect the consideration to which it will be entitled as services transfer to the customer. It is customary practice for the Company to have written agreements with its customers and revenue on oral or implied arrangements is generally not recognized. The Company recognizes revenue based on the consideration specified in the applicable agreement. Excluded from the transaction price are amounts collected on behalf of third parties for sales and similar taxes. Long-term contracts typically contain billing terms that provide for invoicing once a month and payment on a net 30-day basis. Exceptions to monthly billing terms are to ensure that the Company performs satisfactorily rather than representing a significant financing component. For example, fixed price contracts may provide for milestone billings based upon the attainment of specific project objectives to ensure the Company meets its contractual requirements rather than having billing monthly. Additionally, contracts may include retentions or holdbacks paid at the end of a project to ensure that Company meets the contract requirements. The Company does not assess whether a contract contains a significant financing component if the Company expects, at contract inception, that the period between payment by the customer and the transfer of promised services to the customer will be less than one year. As a professional services engineering firm, the Company generally recognizes revenue over time as control transfers to a customer based upon the extent of progress towards satisfaction of the performance obligation. For services delivered under fixed price contracts, the Company uses the ratio of actual costs incurred to total estimated costs since costs incurred (an input method) which represents a reasonable measure of progress towards the satisfaction of a performance in order to estimate the portion of revenue earned. This method faithfully depicts the transfer of value to the customer when the Company is satisfying a performance obligation that entails a number of interrelated tasks or activities for a combined output that requires the Company to coordinate the work of employees and sub-consultants. Contract costs typically include direct labor, subcontract and consultant costs, materials and indirect costs related to contract performance. Changes in estimated costs to complete these obligations result in adjustments to revenue on a cumulative catch-up basis, which causes the effect of revised estimates to be recognized in the current period. Changes in estimates can routinely occur over the contract term for a variety of reasons including, changes in scope, unanticipated costs, delays or favorable or unfavorable progress than original expectations. In situations where the estimated costs to perform exceeds the consideration to be received, the Company accrues the entire estimated loss during the period the loss becomes known. When a performance obligation is billed using a time-and-material type contract, the Company measures its progress to complete based upon the hours incurred for the period times contractually agreed upon billing rates plus any materials delivered or consumed in the project. When applicable, the Company will recognize revenue under these contracts as invoiced under the practical expedient. In certain situations, it is possible that two or more contracts should be combined and accounted for as a single contract, or a single contract should be accounted for as multiple performance obligations. This requires significant judgment and could impact the amount and timing of revenue recognition. Such determinations are made using management’s best estimate and knowledge of contracts and related performance obligations. The Company’s contracts may contain variable consideration in the form of unpriced or pending change orders or claims that either increase or decrease the contract price. Variable consideration is generally estimated using the expected value method but may from time to time be estimated using the most likely amount method depending on the circumstance. Estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur or when the uncertainty associated with the variable consideration is resolved. Estimates of variable consideration are based upon historical experience and known trends. The Company recognizes claims against vendors, sub-consultants, and others as a reduction in costs when the contract establishes enforceability, and the amounts of recovery are reasonably estimable and probable. Reduction in costs are recognized at the lesser of the amount management expects to recover or costs incurred. Contract related assets and liabilities are classified as current assets and current liabilities. Significant balance sheet accounts related to the revenue cycle are as follows: Accounts receivables, net: Accounts receivable, net (contract receivables) includes amounts billed under the contract terms. The amounts are stated at their net realizable value. The Company maintains an allowance for doubtful accounts to provide for the estimated number of receivables that will not be collected. The Company considers several factors in its 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. 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 six months ended June 30, 2023, or the year ended December 31, 2022. The Company’s customers are located throughout the United States. Although the Company generally grants credit without collateral, management believes that its contract acceptance, billing, and collection policies are adequate to minimize material credit risk. Also, for non-governmental customers, the Company can often place mechanics liens against the real property associated with the contract in the event of non-payment. Fair Value Measurements Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures (“ASC Topic 820”) provides the framework for measuring and reporting financial assets and liabilities at fair value. ASC Topic 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The codification establishes a three-level disclosure hierarchy to indicate the level of judgment used to estimate fair value measurements: Level 1: Quoted prices in active markets for identical assets or liabilities as of the reporting date; Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and inputs other than quoted prices (such as interest rate and yield curves); Level 3: Uses inputs that are unobservable, supported by little or no market activity and reflect significant management judgment. As of June 30, 2023 and December 31, 2022: • The carrying amount of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their fair value due to the relatively short duration of these instruments; • The carrying amounts of debt obligations approximate their fair values as the terms are comparable to terms currently offered by local financial institutions for arrangements with similar terms to industry peers with comparable credit characteristics. Accordingly, the debt obligations involve Level 2 fair value inputs; • The liability related to shares subject to repurchase was recognized at fair value using Level 1 inputs as there is an active market for the Company’s publicly traded stock. There was no remaining liability as of December 31, 2022. For further discussion, see Note 15, Employee Stock Purchase and Stock Incentive Plans . Income Taxes The Company recognizes deferred income tax assets or liabilities for expected future tax consequences of events recognized in the consolidated financial statements or tax returns. Under this method, deferred income tax assets or liabilities are determined based upon the difference between the financial statement and income tax bases of assets and liabilities using enacted tax rates expected to apply when the differences settle or become realized. Valuation allowances are provided when it is more likely than not that a deferred tax asset is not realizable or recoverable in the future. As of June 30, 2023, no valuation allowances are required, and all deferred tax assets are realizable. The Company assesses uncertain tax positions to determine whether the position will more likely than not be sustained upon examination by the Internal Revenue Service or other taxing authorities. If the Company cannot reach a more-likely-than-not determination, no benefit is recorded. If the Company determines that the tax position is more likely than not to be sustained, the Company records the largest amount of benefit that is more likely than not to be realized when the tax position is settled. The Company recognizes interest and penalties, if any, related to uncertain tax positions in income tax expense. Beginning January 1, 2022, the Tax Cuts and Jobs Act (TCJA) of 2017 eliminated the option to deduct research and development expenditures in the current year and now requires taxpayers to capitalize and amortize research and development costs pursuant to Internal Revenue Code Section 174. The capitalized expenses are amortized over a 5-year period for domestic expenses and a 15-year period for foreign expenses. As a result of this provision of the TCJA, we have established a $20.6 million uncertain tax position related to capitalized and amortizable research and development ("R&D") costs as of period ended June 30, 2023. 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 six months ended June 30, 2023 and 2022 was 95.0% and (37.9)%, respectively. The change in the Company’s effective tax rate is predominantly due to changes in the estimated annual effective tax rate. The most prominent factors include an increase in projected R&D credits generated for 2023, a change in the projected limitations of the deductible executive compensation, and an overall reduction in forecasted income for 2023 relative to 2022. With respect to the projected R&D credit, the Company anticipates the 2023 generated R&D credit to be $3.8 million as of June 30, 2023, as compared to the projected R&D credit to be generated for fiscal year 2022 was $2.0 million as of June 30, 2022. Similarly, the Company anticipates the annual projected limitation on the deductibility of executive compensation to be $9.8 million for 2023 as compared to $3.7 million for 2022. These factors as well as the forecasted change in book income predominantly resulted in the change in the estimated annual effective tax rate. Furthermore, the Company also recognized net discrete benefits of $1.6 million for the six months ended June 30, 2023, as compared to net discrete benefit of $0.5 million for the six months ended June 30, 2022. The discrete benefits are predominantly the result of a windfall tax benefit for restricted stock awards and other non-recurring adjustments. More specifically, the windfall tax adjustment for restricted stock awards recognized at a value higher than the grant date fair value is $2.0 million for the six months ended June 30, 2023, and $0.5 million for the six months ended June 30, 2022. In addition, the Company recognized a one-time adjustment to the state income taxes payable, resulting in $0.2 million net discrete expense. These factors increased the rate by 82.6% and reduced the rate by 57.3% for the quarters ended June 30, 2023, and June 30, 2022, respectively. For year ended December 31, 2022, the Company filed Form 3115, Application for Change in Accounting Method, with the Internal Revenue Service requesting to change its method of deducting stock-based compensation expense from an impermissible method to a permissible method; on July 27, 2022, the Form 3115 was approved by the Internal Revenue Service, which resulted in a reversal of a $1.9 million uncertain tax position to a deferred tax liability. In addition, the Company recorded a $0.4 million uncertain tax position during the year ended December 31, 2022, related to the annual limitation on the deductibility of executive compensation claimed on a prior period U.S. federal income tax return. The Company files income tax returns in the U.S. federal jurisdiction and certain states in which it operates. Based on the timing of the filing of certain tax returns, the Company’s federal income tax returns for tax years 2019 and thereafter remain subject to examination by the U.S. Internal Revenue Service. The statute of limitations on the Company’s state income tax returns generally conforms to the federal three-year statute of limitations. Segments The Company operates in one segment based upon the financial information used by its chief operating decision maker in evaluating the financial performance of its business and allocating resources. The single segment represents the Company’s core business of providing engineering and related professional services to its customers. Recently Issued Accounting Guidance Accounting guidance recently adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326) to replace the incurred loss impairment methodology under U.S. GAAP. This ASU introduces a new accounting model, the Current Expected Credit Losses model (CECL), which could result in earlier recognition of credit losses and additional disclosures related to credit risk. The CECL model will require the Company to use a forward-looking expected credit loss impairment methodology for the recognition of credit losses for financial instruments at the time the financial asset is originated or acquired, and require a loss be incurred before it is recognized. The expected credit losses are adjusted each period for changes in expected lifetime credit losses. The new standard will apply to accounts receivable, notes, 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 adopted the new guidance starting January 1, 2023. The impact of this ASU is reflected in the consolidated financial statements and was not material. 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 | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Earnings per ShareBasic earnings per share is calculated by dividing net income attributable to the Company available to common stockholders by the weighted average number of common shares outstanding for the three and six months ended June 30, 2023 and 2022. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were either exercised or converted into common stock or resulted in the issuance of common stock that would share in the earnings of the Company. The dilutive effect of options is reflected in diluted earnings per share by application of the treasury stock method. The dilutive effect of shares to be purchased under the Company’s Employee Stock Purchase Plan is reflected in diluted earnings per share by the weighted-average number of shares outstanding that would have been outstanding during the period. The dilutive effect of convertible debt is reflected in diluted earnings per share by application of the if-converted method. The Company uses the two-class method to determine earnings per share. For calculating basic earnings per share, for the three and six months ended June 30, 2023, the weighted average number of shares outstanding exclude 1,871,892 and 1,811,416 non-vested restricted shares and 8,566 and 9,125 unexercised substantive options. The computation of diluted earnings per share for the three and six months ended June 30, 2023 did not assume the effect of restricted shares or substantive options because the effects were antidilutive. For calculating basic earnings per share, for the three and six months ended June 30, 2022, the weighted average number of shares outstanding exclude 2,073,783 and 2,077,218 non-vested restricted shares and 13,448 and 14,013 unexercised substantive options. The computation of diluted earnings per share for the three and six months ended June 30, 2022 did not assume the effect of restricted shares or substantive options because the effects were antidilutive. The following table represents a reconciliation of the net income and weighted average shares outstanding for the calculation of basic and diluted earnings per share for the three and six months ended June 30, 2023 and 2022 (in thousands, except share data): For the Three Months Ended June 30, For the Six Months Ended June 30, 2023 2022 2023 2022 Numerator Net income (loss) $ (634) $ (320) $ (97) $ 1,137 Earnings allocated to non-vested shares – – – 191 Subtotal $ (634) $ (320) $ (97) $ 946 Denominator Weighted average common shares outstanding 12,276,173 10,761,172 12,022,550 10,346,089 Effect of dilutive nominal options – – – – Effect of dilutive contingently earned shares – – – 81,513 Dilutive average shares outstanding 12,276,173 10,761,172 12,022,550 10,427,602 Basic earnings per share $ (0.05) $ (0.03) $ (0.01) $ 0.09 Dilutive earnings per share $ (0.05) $ (0.03) $ (0.01) $ 0.09 |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2023 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions Business Combinations McMahon Associates, Inc. In the second quarter of 2022, the Company signed a purchase agreement to acquire McMahon Associates, Inc. (“McMahon”), with an effective date of May 4, 2022. McMahon is a company that specializes in transportation planning and engineering based in Fort Washington, PA. The Company paid total consideration of $18.2 million, which was comprised of 476,796 shares of common stock, at $16.64 per share, for a total of $7.9 million, plus $10.3 million in cash, two promissory notes and assumed liabilities. The shares are subject to a six-month lock-up. The first and second promissory notes bears a simple interest rate fixed at 3.50%. The first promissory note has equal quarterly payments beginning on August 4, 2022 and ending May 4, 2025.The second promissory note was payable in one installment of principal and interest on March 15, 2023. For tax purposes, the acquisition is treated as an asset acquisition, resulting in a step up in tax basis. Accordingly, there are no material deferred tax assets or liabilities to be recorded through purchase accounting. The purchase price allocation consists primarily of goodwill. Goodwill results from an assembled workforce, which does not qualify for separate recognition, as well as expected future synergies from combining operations. All of the goodwill recognized is expected to be deductible for tax purposes. The purchase price allocation has been completed and the amounts are deemed final. The following summarizes the final calculations of the fair values of McMahon’s assets acquired and liabilities assumed as of the acquisition date (in thousands): June 30, 2023 Total Purchase Price $ 18,189 Purchase Price Allocation: Accounts Receivable, net 8,456 Contract assets 1,017 Prepaid and other current assets 291 Property and equipment, net 949 Intangible assets 3,392 Other assets 96 Notes receivable - officers, employees, affiliates, current portion 19 Accounts payable and accrued liabilities, current portion (3,688) Contract liabilities (841) Finance leases - non-current (134) Post-retirement obligations, less current portion (5,782) Total identifiable assets $ 3,775 Goodwill 14,414 Net assets acquired $ 18,189 For the six months ended June 30, 2023, the Company recorded no measurement period adjustments. The consolidated financial statements of the Company include the results of operations since the date the business was acquired. The following table presents the results of operations of the acquired business for the three and six months ended June 30, 2023 (in thousands): For the Three Months Ended June 30, 2023 For the Six Months Ended June 30, 2023 Gross Contract Revenue $ 9,569 $ 19,983 Pre-tax Net Income $ 328 $ 1,626 The following table presents the unaudited, pro forma consolidated results of operations for the year ended December 31, 2022 and December 31, 2021, respectively, assuming that the McMahon acquisition described above occurred at January 1, 2021. These unaudited pro forma results are presented for informational purposes only and are not meant to represent actual operating results that would have been achieved had the related events occurred on such date (in thousands): For the Year Ended December 31, 2022 December 31, 2021 Gross Contract Revenue $ 273,924 $ 183,595 Net Income $ 5,948 $ 2,164 The pro forma information provided is compiled from the pre-acquisition financial information and includes pro forma adjustments to reflect additional amortization that would have been expensed assuming the respective assets had been acquired as of January 1, 2021. These results include additional non-cash stock compensation expense assuming acquired employees who received stock grants received those grants on January 1, 2021 and reflect the income tax effect of pro forma adjustments based on the statutory rate of 28.9%. Project Design Consultants, LLC. In the third quarter of 2022, the Company signed a purchase agreement to acquire Project Design Consultants, LLC (“PDC”), with an effective date of July 15, 2022. PDC is a civil engineering and land surveying firm based in San Diego, CA. The Company paid total consideration of $14.2 million, which was comprised of cash, two promissory notes, a convertible note and assumed liabilities. The two promissory notes bear a simple interest rate fixed at 4.75%. The first promissory note is payable in equal quarterly payments of principal and interest beginning on October 15, 2022 and ending July 15, 2025 .The second promissory note is payable in two installments of principal and interest due on March 15, 2023 and on the first anniversary of the closing date. The convertible note bears simple interest fixed at 4.75% and is convertible into shares of common stock at any time, at a conversion price of $14.00 per share. Subject to the exercise of the conversion, the convertible note will have quarterly payments of principal, interest or both beginning October 2022 and ending April 2027. For tax purposes, the acquisition was treated as an asset acquisition, resulting in a step up in tax basis. Accordingly, there are no material deferred tax assets or liabilities to be recorded through purchase accounting. The following summarizes the preliminary calculations of the fair values of PDC assets acquired and liabilities assumed as of the acquisition date (in thousands): June 30, 2023 Total Purchase Price $ 14,178 Purchase Price Allocation: Accounts receivable 2,199 Contract assets 926 Prepaid and other current assets 161 Property and equipment, net 489 Intangible assets 10,344 Accounts payable and accrued liabilities, current portion (1,118) Contract liabilities (1,362) Other non-current obligations (273) Finance leases - non-current 36 Total identifiable assets $ 11,402 Goodwill 2,776 Net assets acquired $ 14,178 For the three months ended June 30, 2023, the Company recorded no measurement period adjustments. The purchase price allocation consists primarily of goodwill and intangible assets and is based upon preliminary information that is subject to change when additional information is obtained. Goodwill results from an assembled workforce, which does not qualify for separate recognition, as well as expected future synergies from combining operations. All of the goodwill recognized is expected to be deductible for tax purposes. The Company has not completed its final assessment of the fair values of PDC’s assets acquired and liabilities assumed. The Company is still in the process of finalizing the valuation of intangible assets. 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 $10.3 million, to be amortized over estimated useful lives of 10 years and 3 years, respectively. The consolidated financial statements of the Company include the results of operations since the date the business was acquired. The following table presents the results of operations of the acquired business from the date of acquisition for the three and six months ended June 30, 2023 (in thousands): For the Three Months Ended June 30, 2023 For the Six Months Ended June 30, 2023 Gross Contract Revenue $ 3,727 $ 6,833 Pre-tax Net Income $ 1,478 $ 2,117 Anchor Consultants, LLC. In the third quarter of 2022, the Company signed a purchase agreement to acquire Anchor Consultants, LLC (“Anchor”), with an effective date of August 26, 2022. Anchor is an engineering firm based in Chadds Ford, PA specializing in the planning, permitting, design and construction management of infrastructure that forms the waterfront of the nation’s inland waterways. The Company paid total consideration of $4.0 million, which was comprised of cash, promissory notes, a convertible note and assumed liabilities. The promissory note bears a simple interest rate fixed at 5.50% with equal quarterly payments beginning on November 26, 2022 and ending on August 26, 2025. The convertible note bears a simple interest rate fixed at 5.50% and is convertible into shares of common stock at anytime at a conversion price of $18.00 per share. Subject to the exercise of the conversion, the convertible note has quarterly payments of principal, interest or both beginning November 2022 and ending May 2027. For tax purposes, the acquisition was treated as an asset acquisition, resulting in a step up in tax basis. Accordingly, there are no material deferred tax assets or liabilities to be recorded through purchase accounting. The purchase price allocation consists primarily of goodwill and intangible assets, in the amount of $4.0 million, and is based upon preliminary information that is subject to change when additional information is obtained. Goodwill results from an assembled workforce, which does not qualify for separate recognition, as well as expected future synergies from combining operations. All of the goodwill recognized is expected to be deductible for tax purposes. The Company has not completed its final assessment of the fair values of Anchor’s assets acquired and liabilities assumed. The Company is still in the process of finalizing the valuation of intangible assets. The final purchase allocation could result in adjustments to certain assets and liabilities, including the residual amount allocated to goodwill. SEI Engineering, LLC In the fourth quarter of 2022, the Company signed a purchase agreement to acquire SEI Engineering, LLC (“SEI”), with an effective date of November 2, 2022. SEI is a professional firm based in Paonia, CO. The Company paid total consideration of $0.8 million, which was comprised of $0.4 million in cash, two promissory notes, and assumed liabilities. The two promissory notes bears a simple interest rate fixed at 6.25%. The first promissory note is payable in equal quarterly payments of principal and interest beginning on February 4, 2023 and ending November 4, 2025. The second promissory note was payable in one installment of principal and interest due on March 15, 2023. For tax purposes, the acquisition will be treated as an asset acquisition, resulting in a step up in tax basis. Accordingly, there are no material deferred tax assets or liabilities to be recorded through purchase accounting. The purchase price allocation consists primarily of goodwill, and is based upon preliminary information that is subject to change when additional information is obtained. Goodwill results from an assembled workforce, which does not qualify for separate recognition, as well as expected future synergies from combining operations. All of the goodwill recognized is expected to be deductible for tax purposes. The Company has not completed its final assessment of the fair values of SEI’s assets acquired and liabilities assumed. The Company is still in the process of finalizing the valuation of intangible assets. The final purchase allocation could result in adjustments to certain assets and liabilities, including the residual amount allocated to goodwill. Spatial Acuity, LLC In the fourth quarter of 2022, the Company signed a purchase agreement to acquire Spatial Acuity, LLC (“Spatial”), with an effective date of November 2, 2022. Spatial is a professional firm based in Austin, TX. The Company paid total consideration of $4.1 million, which was comprised of 134,042 shares of common stock, at $15.15 per share, for a total of $2.0 million, plus $2.1 million in cash, two promissory notes, and assumed liabilities. The shares are subject to a six-month lock-up. The two promissory notes bears a simple interest rate fixed at 6.25%. The first promissory note is payable in equal quarterly payments of principal and interest beginning on February 4, 2023 and ending November 4, 2025. The second promissory note was payable in one installment of principal and interest due on March 15, 2023. For tax purposes, the acquisition was treated as an asset acquisition, resulting in a step up in tax basis. Accordingly, there are no material deferred tax assets or liabilities to be recorded through purchase accounting. The purchase agreement includes a contingent consideration feature, which affords the sellers the opportunity to earn additional consideration up to $3.0 million in the form of the Company's common stock, cash and a non-negotiable promissory note, based on certain financial performance thresholds measured quarterly from January 1, 2023 through June 30, 2025. Contingent liability of $0.5 million was recorded as of June 30, 2023. The Company will continue to evaluate its estimated liability to the contingent consideration and adjust the balance as necessary. The purchase price allocation consists primarily of goodwill and is based upon preliminary information that is subject to change when additional information is obtained. Goodwill results from an assembled workforce, which does not qualify for separate recognition, as well as expected future synergies from combining operations. All of the goodwill recognized is expected to be deductible for tax purposes. The Company has not completed its final assessment of the fair values of assets acquired and liabilities assumed. The Company is still in the process of finalizing the valuation of intangible assets. The final purchase allocation could result in adjustments to certain assets and liabilities, including the residual amount allocated to goodwill. H2H Geoscience Engineering, PLLC In the fourth quarter of 2022, the Company signed a purchase agreement to acquire H2H Geoscience Engineering, PLLC (“H2H”), with an effective date of December 2, 2022. H2H is a professional firm based in Troy, NY. The Company paid total consideration of $3.7 million, which was comprised of $1.4 million in cash, a promissory note, a convertible note and assumed liabilities. The promissory note bears a simple interest rate fixed at 7.00%. The promissory note is payable in equal quarterly payments of principal and interest beginning on March 2, 2023 and ending December 2, 2024. The convertible note bears simple interest fixed at 7.00% and is convertible into shares of common stock at any time, at a conversion price of $18.00 per share. Subject to the exercise of the conversion, the convertible note has quarterly payments of principal, interest or both beginning December 2, 2024 and ending September 2, 2027. For tax purposes, the acquisition was treated as an asset acquisition, resulting in a step up in tax basis. Accordingly, there are no material deferred tax assets or liabilities to be recorded through purchase accounting. For the six months ended June 30, 2023, the Company recorded measurement period adjustment of $49,000 to accounts payable with a corresponding adjustment to goodwill. The change did not result in a change to operating income. The purchase price allocation consists primarily of goodwill, and is based upon preliminary information that is subject to change when additional information is obtained. Goodwill results from an assembled workforce, which does not qualify for separate recognition, as well as expected future synergies from combining operations. All of the goodwill recognized is expected to be deductible for tax purposes. The Company has not completed its final assessment of the fair values of H2H’s assets acquired and liabilities assumed. The Company is still in the process of finalizing the valuation of intangible assets. The final purchase allocation could result in adjustments to certain assets and liabilities, including the residual amount allocated to goodwill. Richter & Associates, Inc. In the second quarter of 2023, the Company signed a purchase agreement to acquire Richter & Associates, Inc. (“Richter”), with an effective date of April 3, 2023. Richter is a professional firm based in Rockville, MD. The Company paid total consideration of $5.4 million which was comprised of 75,784 shares of common stock, at $29.00 per share, for a total of $2.2 million, plus $3.2 million in cash, promissory note and assumed liabilities. The shares are subject to a six-month lock-up. The promissory note bears a simple interest rate fixed at 11.00%. The promissory note is payable in equal quarterly payments of principal and interest beginning on July 3, 2023 and ending April 3, 2025. For tax purposes, the acquisition was treated as an asset acquisition, resulting in a step up in tax basis. Accordingly, there are no material deferred tax assets or liabilities to be recorded through purchase accounting. The purchase price allocation consists primarily of goodwill and intangible assets in the amount of $3.2 million. This is based upon preliminary information that is subject to change when additional information is obtained. Goodwill results from an assembled workforce, which does not qualify for separate recognition, as well as expected future synergies from combining operations. All of the goodwill recognized is expected to be deductible for tax purposes. The Company has not completed its final assessment of the fair values of Richter’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 and intangible assets. Fisher Engineering, Inc. In the second quarter of 2023, the Company signed a purchase agreement to acquire Fisher Engineering, Inc. (“Fisher”), with an effective date of May 12, 2023. Fisher is a professional firm with offices throughout the United States. The Company paid total consideration of $5.2 million which was comprised of 31,521 shares of common stock, at $27.66 per share, for a total of $0.9 million, plus $4.3 million in cash, promissory note and assumed liabilities. The shares are subject to a six-month lock-up. The promissory note bears a simple interest rate fixed at 8.25%. The promissory note is payable in equal quarterly payments of principal and interest beginning on August 12, 2023 and ending May 12, 2026. For tax purposes, the acquisition was treated as an asset acquisition, resulting in a step up in tax basis. Accordingly, there are no material deferred tax assets or liabilities to be recorded through purchase accounting. The purchase agreement includes a contingent consideration feature, which affords the sellers the opportunity to earn additional consideration up to $2.0 million in the form of cash and a promissory note, based on certain financial performance thresholds measured yearly from May 1, 2023 through April 30, 2026. Contingent liability of $1.8 million was recorded as of June 30, 2023. The Company will continue to evaluate its estimated liability to the contingent consideration and adjust the balance as necessary. The purchase price allocation consists primarily of goodwill of $4.2 million. This is based upon preliminary information that is subject to change when additional information is obtained. Goodwill results from an assembled workforce, which does not qualify for separate recognition, as well as expected future synergies from combining operations. All of the goodwill recognized is expected to be deductible for tax purposes. The Company has not completed its final assessment of the fair values of Fisher’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 and intangible assets. Hole Montes, Inc. In the second quarter of 2023, the Company signed a purchase agreement to acquire Hole Montes, Inc. (“Hole Montes”), with an effective date of May 16, 2023. Hole Montes is a professional firm based in Naples and Fort Myers, FL. The Company paid total consideration of $7.4 million, which was comprised of 129,221 shares of common stock, at $27.60 per share, for a total of $3.6 million, plus $3.8 million in cash, two promissory notes, and assumed liabilities. The shares are subject to a six-month lock-up. The two promissory notes bears a simple interest rate fixed at 8.25%. The first promissory note is payable in equal quarterly payments of principal and interest beginning on August 16, 2023 and ending November 16, 2025. The second promissory note will be payable in one installment of principal and interest due on March 1, 2024. For tax purposes, the acquisition was treated as an asset acquisition, resulting in a step up in tax basis. Accordingly, there are no material deferred tax assets or liabilities to be recorded through purchase accounting. The purchase agreement includes a contingent consideration feature, which affords the sellers the opportunity to earn additional consideration up to $0.9 million in the form of the Company's common stock, cash and a non-negotiable promissory note, based on certain financial performance thresholds measured quarterly from April 1, 2023 through September 30, 2024. Contingent liability of $0.9 million was recorded as of June 30, 2023. The Company will continue to evaluate its estimated liability to the contingent consideration and adjust the balance as necessary. The purchase price allocation consists primarily of goodwill of $4.2 million. This is based upon preliminary information that is subject to change when additional information is obtained. Goodwill results from an assembled workforce, which does not qualify for separate recognition, as well as expected future synergies from combining operations. All of the goodwill recognized is expected to be deductible for tax purposes. The Company has not completed its final assessment of the fair values of Hole Montes’ 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 and intangible assets. MTX Surveying, LLC In the second quarter of 2023, the Company signed a purchase agreement to acquire MTX Surveying, LLC (“MTX”), with an effective date of June 2, 2023. MTX is a professional firm based in Marshall, TX. The Company paid total consideration of $11.7 million, which was comprised of 143,333 shares of common stock, at $28.09 per share, for a total of $4.0 million, plus $7.7 million in cash, promissory note, and assumed liabilities. The shares are subject to a six-month lock-up. The promissory note bears a simple interest rate fixed at 5.00%. The promissory note is payable in equal quarterly payments of principal and interest beginning on September 2, 2023 and ending June 2, 2026. For tax purposes, the acquisition was treated as an asset acquisition, resulting in a step up in tax basis. Accordingly, there are no material deferred tax assets or liabilities to be recorded through purchase accounting. The purchase agreement includes a contingent consideration feature, which affords the sellers the opportunity to earn additional consideration up to $3.0 million in the form of the Company's common stock, cash and a non-negotiable promissory note, based on certain financial performance thresholds measured quarterly from July 1, 2023 through December 31, 2024. Contingent liability of $3.0 million was recorded as of June 30, 2023. The Company will continue to evaluate its estimated liability to the contingent consideration and adjust the balance as necessary. The purchase price allocation consists primarily of goodwill of $8.1 million. This is based upon preliminary information that is subject to change when additional information is obtained. Goodwill results from an assembled workforce, which does not qualify for separate recognition, as well as expected future synergies from combining operations. All of the goodwill recognized is expected to be deductible for tax purposes. The Company has not completed its final assessment of the fair values of MTX’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 and intangible assets. Advanced Applied Engineering, Inc. dba Infrastructure Engineers In the second quarter of 2023, the Company signed a purchase agreement to acquire Advanced Applied Engineering, Inc. (“Infrastructure”), with an effective date of June 12, 2023. Infrastructure is a professional firm based in Brea, CA. The Company paid total consideration of $8.5 million, which was comprised of 141,794 shares of common stock, at $29.81 per share, for a total of $4.2 million, plus $4.3 million in cash, promissory note, and assumed liabilities. The shares are subject to a six-month lock-up. The promissory note bears a simple interest rate fixed at 8.25%. The promissory note is payable in equal quarterly payments of principal and interest beginning on September 12, 2023 and ending December 12, 2024. For tax purposes, the acquisition was treated as an asset acquisition, resulting in a step up in tax basis. Accordingly, there are no material deferred tax assets or liabilities to be recorded through purchase accounting. The purchase agreement includes a contingent consideration feature, which affords the sellers the opportunity to earn additional consideration up to $1.5 million in the form of the Company's common stock and a non-negotiable promissory note, based on certain financial performance thresholds measured quarterly from July 1, 2023 through December 31, 2024. Contingent liability of $1.5 million was recorded as of June 30, 2023. The Company will continue to evaluate its estimated liability to the contingent consideration and adjust the balance as necessary. The purchase price allocation consists primarily of goodwill of $6.5 million. This is based upon preliminary information that is subject to change when additional information is obtained. Goodwill results from an assembled workforce, which does not qualify for separate recognition, as well as expected future synergies from combining operations. All of the goodwill recognized is expected to be deductible for tax purposes. The Company has not completed its final assessment of the fair values of MTX’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 and intangible assets. Results from Acquisitions The condensed 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 business acquired from their respective dates of acquisition for the three and six months ended June 30, 2023 (in thousands): For the Three Months Ended June 30, 2023 For the Six Months Ended June 30, 2023 Gross Contract Revenue 1 $ 5,769 $ 5,769 Pre-tax Net Income $ 1,940 $ 1,940 1 Gross contract revenue includes adjustments as required by ASC 606, Revenue from Contracts with Customers based on opening balance sheet provided by the acquired companies. There is no assurance these adjustments will be consistent in future periods. Opening balance sheet balances are subject to adjustment prior to being finalized. The following table presents the unaudited, pro forma condensed consolidated results of operations for the three and six months ended June 30, 2023 and June 30, 2022 assuming that the companies acquired in the second quarter of 2023, described above, occurred on January 1, 2022. The unaudited pro forma results are presented for informational purposes only and are not meant to represent actual operating results that would have been achieved had the related events occurred on such date (in thousands): For the Six Months Ended June 30, 2023 2023 2022 Gross Contract Revenue 2 $ 182,656 $ 135,669 Pre-tax Net Income (loss) $ 3,402 $ (94) 2 Gross contract revenue in these pro forma financials does not conform to GAAP as required by ASC 606, Revenue from Contract with Customers, as it is impracticable to obtain the historical information necessary to apply this accounting standard. The historical estimates required to be able to accurately determine the percent complete accounting on the contracts that comprise the revenue is not available for the required periods. 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, 2022. These results also include additional non-cash stock compensation expense assuming acquired employees who received stock grants received those grants on January 1, 2022. |
Disaggregation of Revenue and C
Disaggregation of Revenue and Contract Balances | 6 Months Ended |
Jun. 30, 2023 | |
Disaggregation of Revenue [Abstract] | |
Disaggregation of Revenue and Contract Balances | Disaggregation of Revenue and Contract Balances The Company disaggregates revenues by contract type, see Revenue Recognition in Note 2 for further details. For the three and six months ended June 30, 2023, the Company derived 88.8% and 89.2% of its revenue from contracts classified as lump sum, and 11.2% and 10.8% of its revenue from time and material contracts, respectively. The Company had approximately $234.6 million in remaining performance obligations as of June 30, 2023 of which it expects to recognize approximately 93.9% within the next twelve months and the remaining 6.1% in the next twelve to twenty-four months. Disaggregated revenues by contract type were as follows (in thousands): For the Three Months Ended June 30, For the Six Months Ended June 30, 2023 2022 2023 2022 Fixed fee $ 73,508 88.8 % $ 58,488 93.7 % $ 141,753 89.2 % $ 108,074 94.1 % Time-and-materials 9,247 11.2 % 3,911 6.3 % 17,102 10.8 % 6,786 5.9 % Gross contract revenue $ 82,755 100.0 % $ 62,399 100.0 % $ 158,855 100.0 % $ 114,860 100.0 % The Company recognized $0.2 million and $2.8 million of revenue for the three and six months ended June 30, 2023, respectively, which was included in the contract liabilities balance as of December 31, 2022, and $1.1 million and $2.5 million of revenue for the three and six months ended June 30, 2022, respectively, which was included in the contract liabilities balance as of December 31, 2021. |
Contracts in Progress
Contracts in Progress | 6 Months Ended |
Jun. 30, 2023 | |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract] | |
Contracts in Progress | Contracts in Progress The following table reflects the calculation of the net balance of contract assets and contract liabilities. Costs and estimated earnings on contracts in progress consist of the following (in thousands): June 30, 2023 December 31, 2022 Costs incurred on uncompleted contracts $ 387,057 $ 279,173 Estimated contract earnings in excess of costs 404,240 398,791 Estimated contract earnings to date 791,297 677,964 Less: billed to date (775,293) (668,013) Net contract assets $ 16,004 $ 9,951 |
Notes Receivable
Notes Receivable | 6 Months Ended |
Jun. 30, 2023 | |
Receivables [Abstract] | |
Notes Receivable | Notes Receivable The Company has unsecured notes receivable from related parties, certain non-executive officers of the Company and an unrelated third party. The following is a summary of these notes receivable (in thousands): June 30, 2023 December 31, 2022 Officers, employees and affiliated entities - Interest accrues annually at rates ranging from 0.0% - 5.5%. The notes receivable mature through December 2024. $ 2,325 $ 2,433 Unrelated third party - Currently no interest is being accrued on this note. The note receivable matures in December 2023. 903 903 Total: 3,228 3,336 Less: current portion Officers, employees and affiliates (938) (1,016) Noncurrent portion $ 2,290 $ 2,320 Each borrower may prepay all or part of the outstanding balance at any time prior to the date of maturity. During the six months ended June 30, 2023, interest accrued on the notes receivable at the stipulated rates between 0.0% and 5.50%. |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment for fixed assets are as follows (in thousands): June 30, 2023 December 31, 2022 Computer equipment $ 2,218 $ 2,101 Survey equipment 5,409 5,088 Vehicles 1,852 1,032 Furniture and fixtures 2,446 2,398 Leasehold improvements 8,194 7,727 Software 435 316 Fixed assets pending lease financing 1 316 181 Total: 20,870 18,843 Less: accumulated depreciation (13,506) (12,319) Property and Equipment, net of finance leased assets $ 7,364 $ 6,524 1 assets acquired which will be re-financed under the Company's finance lease facilities Depreciation expense for fixed assets for the three and six months ended June 30, 2023 was $0.7 million and $1.2 million, respectively. Depreciation expense for fixed assets for the three and six months ended June 30, 2022 was $0.3 million and $0.6 million, respectively. Property and equipment for finance leased assets are as follows (in thousands): June 30, 2023 December 31, 2022 Equipment $ 17,722 $ 16,256 Vehicles 8,838 6,787 Total: 26,560 23,043 Less: accumulated amortization on leased assets (7,050) (4,463) Finance Leased Assets, net $ 19,510 $ 18,580 Amortization expense for finance leased assets for the three and six months ended June 30, 2023 was $1.8 million and $3.4 million, respectively. Amortization expense for finance leased assets for the three and six months ended June 30, 2022 was $1.8 million and $3.4 million, respectively. |
Goodwill
Goodwill | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill Changes in the carrying amount of goodwill were as follows (in thousands): Goodwill Balance as of December 31, 2022 $ 53,210 Goodwill Acquired 23,896 Balance as of June 30, 2023 $ 77,106 There were no impairments of goodwill during the periods presented. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2023 | |
Intangible Assets [Abstract] | |
Intangible Assets | Intangible Assets Total intangible assets consisted of the following at June 30, 2023 and December 31, 2022 (in thousands): June 30, 2023 December 31, 2022 Gross Amount Accumulated Net Balance Gross Amount Accumulated Net Balance Customer relationships $ 35,909 $ (3,825) $ 32,084 $ 23,595 $ (2,330) $ 21,265 Contract rights 10,471 (4,568) 5,903 7,281 (2,416) 4,865 Leasehold 187 (66) 121 187 (48) 139 Domain name 281 – 281 281 – 281 Licensing rights 1,374 – 1,374 1,400 – 1,400 Total $ 48,222 $ (8,459) $ 39,763 $ 32,744 $ (4,794) $ 27,950 The domain name and licensing rights acquired for a total of $1.7 million, have indefinite useful lives. The following table summarizes the weighted average useful lives of intangible assets by asset class used for straight-line expense purposes: June 30, 2023 December 31, 2022 Customer relationships 8.10 11.97 Contract rights 1.08 2.47 Leasehold 5.74 8.05 Amortization expense for the three and six months ended June 30, 2023 was $2.3 million and $3.7 million, respectively. Amortization expense for the three and six months ended June 30, 2022 was $0.8 million and $1.2 million, respectively. Future amortization for the remainder of 2023 and for the succeeding years is as follows (in thousands): 2023 6,256 2024 7,403 2025 5,930 2026 5,390 2027 2,142 Thereafter 10,987 Total $ 38,108 |
Revolving Credit Facility and F
Revolving Credit Facility and Fixed Credit Facilities | 6 Months Ended |
Jun. 30, 2023 | |
Line of Credit Facility [Abstract] | |
Revolving Credit Facility and Fixed Credit Facilities | Revolving Credit Facility and Fixed Credit Facilities The Company has one revolving credit facility (the “Revolving Credit Facility”) and three non-revolving credit facilities (“Fixed Line #1”, " Fixed Line #2” and “Fixed Line #4” collectively, the “Fixed Lines”) with Bank of America, N.A. On June 30, 2023 and June 30, 2022, the interest rate on the Revolving Credit Facility was 9.25% and 2.11%, respectively. All outstanding principal on the Revolving Credit Facility is due on September 30, 2024. On June 30, 2023 and December 31, 2022, there was $21.2 million and no outstanding balance on the Revolving Credit Facility, respectively. On November 11, 2022, the Company and certain of its subsidiaries, as guarantors, entered into an Amended and Restated Credit Agreement with Bank of America, N.A. (the "Amended and Restated Agreement") as well as an Amended and Restated Pledge and Security Agreement. The Amended and Restated Agreement increased the maximum principal amount of the Revolving Credit Facility to $50 million, is secured by all the assets of the Company and the subsidiary guarantors and has a maturity date of September 30, 2024. Under the Amended and Restated Agreement, the Company is required to comply with certain covenants, including covenant on indebtedness, investments, liens and restricted payments, as well as maintain certain financial covenants, including a fixed charge coverage ratio and leverage ratio of debt to EBITDA (as defined in the Amended and Restated Agreement). On August 2, 2023, subsequent to the reporting period, the Company entered into a First Amendment to the Amended and Restated Credit Agreement whereby the maximum principal amount of the Revolving Credit Facility was increased to $70 million, the term was extended to July 31, 2025, and certain provisions relating to interest rate spreads and used fees were modified ( see Footnote 17 - Subsequent Events) . Fixed Line #1 had a maximum advance of $1.0 million and does not allow for re-borrowings and is included in Notes Payable (see Note 12). The Company pays interest on a monthly basis at a rate equal to SOFR Simple APR plus 2.0%. On June 30, 2023 and 2022, the interest rate was 7.06% and 3.51%, respectively. Commencing the earlier of i) the date no remaining amount is available under the Fixed Line or, ii) August 31, 2018, the Company was obligated to pay the then outstanding principal balance in sixty equal monthly installments through maturity in August 2023. On each of June 30, 2023 and December 31, 2022, the outstanding balance on Fixed Line #1 was $49,000 and $0.1 million, respectively. Fixed Line #2 had a maximum advance of $1.0 million and does not allow for re-borrowings and is included in Notes Payable (see Note 12). Commencing the earlier of i) the date no remaining amount is available under the Fixed Line or, ii) August 31, 2020, the Company was obligated to pay the then outstanding principal balance in sixty equal monthly installments through maturity in September 2025. On each of June 30, 2023 and December 31, 2022, the outstanding balance on Fixed Line #2 was $0.4 million and $0.5 million, respectively. Facility #4 is a term loan with a principal loan amount of $1.0 million and is included in Notes Payable (see Note 12). The loan was to be repaid over thirty-six equal monthly installments beginning April 13, 2020, through maturity on March 13, 2023. The interest rate on this loan was 3.49%. As of June 30, 2023, Facility #4 was paid in full and there was no outstanding balance. The Company secures its obligations under the Amended and Restated Agreement with substantially all assets of the Company. Obligations of the Company to certain other shareholders of the Company are subordinated to the Company’s obligations under the Amended and Restated Agreement and Fixed Line loans. The Company must maintain, on a combined basis certain financial covenants defined in the Amended and Restated Agreement. |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2023 | |
Debt Instruments [Abstract] | |
Notes Payable | Notes Payable Notes payable consist of the following (in thousands): June 30, 2023 December 31, 2022 Related parties: Shareholders - Interest accrues annually at rates ranging from 3.25% - 11.00%. The notes payable mature on various dates through June 2026. $ 15,942 $ 11,515 Owners of Acquired Entities - Interest accrues annually at rates ranging from 3.25% - 7.00% annually. The notes payable mature on various dates through October 2024. 6,803 8,134 Convertible Notes Payable - Interest accrues annually at rates ranging from 4.75% - 7.00% annually. The convertible notes payable mature on various dates through May 2027. 6,339 6,675 Unrelated third parties: Note payable for purchase of software and vehicles 40 55 Note payable for purchase of intangible asset 50 50 Fixed line notes payable - see note 11 491 773 Discounts on notes payable issued as consideration in acquisitions: Shareholders (135) (177) Owners of acquired entities (358) (581) Total 29,172 26,444 Less: current portion (12,438) (10,168) Noncurrent portion $ 16,734 $ 16,276 The Company’s President, Chairman and Chief Executive Officer guarantees certain of the notes payable, and certain of the notes payable are subordinate to the terms of the Credit Agreement disclosed in Note 11. Interest expense attributable to the notes payable totaled $0.5 million and $0.9 million for the three and six months ended June 30, 2023, respectively. Interest expense attributable to the notes payable totaled $0.1 million and $0.2 million for the three and six months ended June 30, 2022, respectively. Future principal payments on notes payable for remainder of 2023 and succeeding years are as follows (in thousands): 2023 $ 7,221 2024 11,230 2025 7,105 2026 2,917 2027 1,192 Thereafter – Total $ 29,665 Convertible Notes Payable In July 2022, the Company issued a $4.0 million 4.75% unsubordinated convertible note with a maturity date in July 2027 as partial consideration for the acquisition of PDC (Note 4). The convertible note is convertible into shares of common stock at the option of the holders, at any time, at a conversion price of $14.00 per share upon proper notice. Subject to the exercise of the conversion, the convertible note is payable in quarterly payments of principal, interest or both beginning in October 2022 and ending in April 2027. At any time, upon ten In August 2022, the Company issued a $1.1 million 5.50% unsubordinated convertible note with a maturity date in May 2027 as partial consideration for the acquisition of Anchor (Note 4). The convertible note is convertible into shares of common stock at the option of the holders, at any time, at a conversion price of $18.00 per share upon proper notice. Subject to the exercise of the conversion, the convertible note has quarterly payments of principal, interest or both beginning in November 2022 and ending in May 2027. At any time, upon ten In December 2022, the Company issued a $1.6 million 7.00% unsubordinated convertible note with a maturity date in September 2027 as partial consideration for the acquisition of H2H (Note 4). The convertible note will be convertible into shares of common stock at the option of the holders, at any time, at a conversion price of $18.00 per share upon proper notice. Subject to the exercise of the conversion, the convertible note has quarterly payments of principal, interest or both beginning in December 2024 and ending in September 2027. At any time, upon ten |
Pension and Post-retirement Ben
Pension and Post-retirement Benefit Obligations | 6 Months Ended |
Jun. 30, 2023 | |
Postemployment Benefits [Abstract] | |
Pension and Post-retirement Benefit Obligations | Pension and Post-retirement Benefit Obligations The Company sponsors various non-qualified defined benefit pension plans in the U.S. (the "Plan"). Individual benefits under the Plan generally are based on the employee’s years of creditable service and compliance with non-competes. The plan is unfunded and there are no plan assets. The following table details the components of net periodic benefit costs for the Company's pension plan for the three and six months ended June 30, 2023 and 2022: For the Three Months Ended June 30, For the Six Months Ended June 30, (Amounts in thousands) 2023 2022 2023 2022 Components of net periodic benefit cost: Service costs $ 53 $ – $ 64 $ – Interest costs 25 – 93 – Amortization of net gain (10) – (21) – Net periodic benefit cost $ 68 $ – $ 136 $ – There are no required minimum contributions for the pension plans. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The Company leases commercial office space from BCG Chantilly, LLC (BCC), an entity in which Mr. Bowman, Mr. Bruen and Mr. Hickey collectively own a 63.6% interest. As of June 30, 2023 and December 31, 2022 there were no amounts due to or receivables due from BCC. Rent expense for each of the three and six months ended June 30, 2023 was $21,000 and $41,000, respectively. Rent expense for each of the three and six months ended June 30, 2022 was $21,000 and $41,000, respectively. Bowman Lansdowne Development, LLC (BLD) is an entity in which Mr. Bowman has an ownership interest. On each of June 30, 2023 and December 31, 2022, the Company’s notes receivable included $0.5 million 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 each of June 30, 2023 and December 31, 2022, our accounts receivable included $0.1 million, due from LDG. On June 30, 2023 and December 31, 2022, 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 has an ownership interest. On each of June 30, 2023 and December 31, 2022, the Company’s notes receivable included $0.2 million, 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 each of June 30, 2023 and December 31, 2022, notes receivable included $1.2 million, from AFD, with a maturity date of December 31, 2024. MREC Shenandoah VA, LLC (“MREC Shenandoah”) is an entity in which Lake Frederick Holdings, LLC (“Lake Frederick Holdings”) owns a 92% interest and Shenandoah Station Partners LLC, an entity owned in part by BLD and in part by Bowman Realty Investments 2013 LLC "Bowman Realty" (BR13), owns an 8% interest. Mr. Bowman owns a 100% interest in, and is the manager of, Lake Frederick Holdings. Mr. Bowman is the sole member of Bowman Realty 2013 (BR13). Since 2020, the Company has provided engineering services to MREC Shenandoah in exchange for cash payments. During the three and six months ended June 30, 2023, and 2022 the Company invoiced $0.1 million and $0.1 million, respectively, and received payments of $0.1 million and $0.1 million, respectively. During the six months ended June 30, 2023 and 2022, the Company provided administrative, accounting and project management services to certain of the related party entities. The cost of these services was $29,000 and $33,000, respectively. These entities were billed $30,000 and $38,000, respectively. Gregory Bowman, the son of Mr. Bowman, is a full-time employee of the Company. Gregory Bowman was paid $71,000 and $65,000 for the six months ended June 30, 2023 and 2022, respectively. On each of June 30, 2023 and December 31, 2022, the Company was due $0.1 million and $0.2 million, respectively, from shareholders under the terms of stock subscription notes receivable. On June 30, 2023 and December 31, 2022, the Company owed $0.1 million and $0.2 million, respectively, to a retired shareholder and former director in connection with a 2015 acquisition. On June 30, 2023 and December 31, 2022, the Company owed certain of our current and former shareholders $8.1 million and $11.5 million, respectively. The notes result from repurchases of stock from shareholders upon termination of employment and promissory notes issued in connection with acquisitions. In August 2022, the Company agreed to reimburse Mr. Bowman at a fixed hourly rate for the business use of an aircraft owned by Sunrise Asset Management, a company owned 100% by Mr. Bowman. The Company paid $0.1 million for the six months ended June 30, 2023. |
Employee Stock Purchase and Sto
Employee Stock Purchase and Stock Incentive Plans | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Employee Stock Purchase and Stock Incentive Plans | Employee Stock Purchase and Stock Incentive Plans Employee Stock Purchase Plan Effective April 30, 2021, the Company established the Bowman Consulting Group Ltd. 2021 Employee Stock Purchase Plan (“ESPP”). Under the ESPP, eligible employees who elect to participate are granted the right to purchase shares of common stock at a 15% discount of the weighted average selling price of the Company stock for the 30 days prior to the last day of the offering period. The following table summarizes the stock issuance activity under the ESPP for the six months ended June 30, 2023 (in thousands, except share data): June 30, 2023 Total purchase price paid by employees for shares sold $ 763 Number of shares sold 31,097 Stock Options Effective May 11, 2021 the Company established the Bowman Consulting Group Ltd. 2021 Omnibus Equity Incentive Plan (“the Plan”). The plan is administered by the board of directors (the “Board”), who on its own action or through its designee may make grants of restricted stock options, including Incentive Stock Options (“ISO”), and non-qualified stock options (“NQSO”). The purpose of the Plan is to grant equity incentive awards to eligible participants to attract, motivate and retain key personnel. The Plan supersedes and replaces any prior plan for stock options except that the prior plan shall remain in effect with respect to options granted under such prior plan until such options have been exercised, expired or canceled. The number of shares for which each option shall be granted, whether the option is an ISO or NQSO, the option price, the exercisability of the option, and all other terms and conditions of the option are determined by the Board at the time the option is granted. The options generally vest over a period between two For the six months ended June 30, 2023, no new options were granted. A summary of the status of stock options exercised, including the substantive options discussed in Note 3, is as follows: Number of shares Weighted Average Exercise Price Outstanding at December 31, 2022 10,030 $ 5.99 Granted – – Exercised (2,419) 5.96 Expired or cancelled – – Outstanding at June 30, 2023 7,611 $ 6.00 The following summarizes information about options outstanding and exercisable at January 1, 2023 and June 30, 2023: Options Outstanding and Exercisable Exercise Price Total Outstanding Weighted Average Remaining Life (Years) Weighted Average Exercise Price Total Exercisable December 31, 2022 $ 6.28 10,030 5.0 $ 5.99 10,030 June 30, 2023 $ 6.28 7,611 5.0 $ 6.00 7,611 The intrinsic value of these options on June 30, 2023 and December 31, 2022 was $25.60 and $15.57, respectively. The Company received cash payments of $14,601 from the exercise of options under the Stock Option Plan in the six months ended June 30, 2023. The Company did not record any compensation costs related to stock options during the three and six months ended June 30, 2023. As of June 30, 2023, there is no unrecognized compensation costs related to non-vested share-based compensation arrangements granted under the Stock Option Plan. The remaining unexercised shares are from substantive options in which the non-recourse notes may be pre-paid, therefore the Company recognized the total calculated compensation expense at the time of issuance. Restricted Stock Effective May 11, 2021, the Company established the Bowman Consulting Group Ltd. 2021 Omnibus Equity Incentive Plan (“the Plan”). The Plan is administered by the Board through which they can issue restricted stock awards. As of June 30, 2023, 4,128,557 shares of common stock are authorized and reserved for issuance under the Plan. This reserve automatically increases on each January 1, for the duration of the Plan, in an amount equal to 5% of the total number of shares outstanding on December 31 st of the preceding calendar year. The Plan supersedes and replaces any prior plan for stock bonus grants to employees of the Company except that the prior plan shall remain in effect with respect to awards granted under such prior plan until such awards have been forfeited or fully vested. During the six months ended June 30, 2023, the Board granted 632,091 shares of restricted stock under the Plan. The shares have a vesting period of up to four years during which there are certain restrictions as described in the Plan and Stock Bonus Agreements. The grant date fair value of the award is the closing price of the shares on such date, or if there are no sales on such date, on the next preceding day on which there were sales. Effective April 2003, the Company adopted the Bowman Consulting Group Ltd. Stock Bonus Plan (“the Stock Bonus Plan”), which allowed for the awarding of restricted stock to employees. The Stock Bonus Plan was superseded by the Bowman Consulting Group Ltd. 2021 Omnibus Equity Incentive Plan except that the Stock Bonus Plan shall remain in effect with respect to awards granted under it until such awards have been forfeited or fully vested. During the six months ended June 30, 2023 no new restricted stock awards were granted under the Stock Bonus Plan. The following table summarizes the activity of restricted shares subject to forfeiture: Number of shares Weighted Average Grant Price Outstanding at January 1, 2023 1,837,309 14.33 Granted 632,091 39.84 Vested (648,215) 12.26 Cancelled (11,452) 18.00 Outstanding at June 30, 2023 1,809,733 17.79 On November 10, 2021 the Company’s Board adopted the 2021 Executive Officers Long Term Incentive Plan (the “Officers LTIP”). The Officers LTIP is established under the Plan and is subject to the terms and conditions thereof. The purpose of this plan is to attract, retain and motivate key officers and employees through the grant of equity-based awards that reward Company performance over a period greater than one year and align their interests with long-term stockholder value. During the six months ended June 30, 2023, the compensation committee approved the grants of 245,710 performance-based stock units to certain executive officers of the Company under the Officers LTIP. The performance based restricted stock units are subject to a market condition, with a vesting period of 2.91 years. The number of units earned is based on total shareholder return (“TSR”) of the Company’s common stock relative to the TSR of the components of a custom peer group during the performance period from February 10, 2023 to December 31, 2025. The performance stock units are valued using a Monte Carlo simulation with model inputs of opening average share value, valuation date stock price, expected volatilities, correlation coefficient, risk-free interest rate, and expected dividend yield for the Company and the custom peer group. The following table summarizes the activity of performance stock units subject to forfeiture: Number of shares Weighted Average Grant Price Outstanding at January 1, 2023 447,429 12.95 Granted 245,710 22.94 Vested – – Cancelled – – Outstanding at June 30, 2023 693,139 16.49 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 six months ended June 30, 2023 and the year ended December 31, 2022 (in thousands): June 30, 2023 December 31, 2022 Beginning Balance $ – $ 7 Non-cash compensation from ratable vesting $ – – Non-cash compensation from change in fair value of liability $ – – Other stock activity, net $ – (7) Reclassification upon modification – – Ending balance $ – $ – As of June 30, 2023, the Company had 2,502,872 shares underlying unvested stock awards that vest between July 1, 2023 and December 31, 2027. The future expense of the unvested awards for the remainder of 2023 and succeeding years is as follows (in thousands): 2023 $ 12,414 2024 15,728 2025 7,177 2026 694 Thereafter 13 Total $ 36,026 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Leases | Leases We lease certain office space, equipment and vehicles. These leases are either non-cancelable, cancellable only by the payment of penalties or cancellable upon notice provided. All lease payments are based on the lapse of time and certain leases are subject to annual escalations for increases in base rents. The Company's lease terms includes options to extend or terminate the lease when it is reasonably certain that the option will be exercised. The Company recognizes a right-of-use asset and lease liability for its operating leases at the commencement date equal to the present value of the contractual minimum lease payments over the lease term. The present value is calculated using the rate implicit in the lease, if known, or the Company's incremental borrowing rate. The discount rate used for operating leases is primarily determined based on an analysis of the Company's borrowing rate, while the discount rate used for finance leases is primarily determined by the rate specified in the lease. Operating and Finance Leases The Company's operating leases primarily include material leases of buildings (consisting primarily of office lease commitments) and equipment. These leases are classified as operating leases and are recognized as right-of-use assets and operating lease liabilities on the consolidated balance sheets. The Company's finance leases primarily include equipment and vehicles in certain contracts with payment terms on the lease agreements that range between 30 and 50 months. The following tables present our balance sheet information related to leases: As of As of (Amounts in thousands) Balance Sheet Classification June 30, 2023 December 31, 2022 Assets: Operating lease assets Operating lease, right-of-use assets $ 39,476 $ 30,264 Finance lease assets Property and equipment, net $ 19,510 $ 18,580 Total lease assets $ 58,986 $ 48,844 Liabilities: Current: Operating lease liabilities Operating lease obligation, current portion $ (8,153) $ (6,949) Finance lease liabilities Finance lease obligation, current portion $ (6,001) $ (5,297) Total current lease liabilities $ (14,154) $ (12,246) Non-current: Operating lease liabilities Operating lease obligation, less current portion $ (36,610) $ (28,087) Finance lease liabilities Finance lease obligation, less current portion $ (14,619) $ (14,254) Total non-current lease liabilities $ (51,229) $ (42,341) The following tables present selected financial information: Three Months Ended Six Months Ended (Amounts in thousands) June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Operating lease cost Amortization of right-of-use assets $ 2,711 $ 1,948 $ 5,204 $ 3,679 Finance lease cost: Amortization of right-of-use assets 1,778 1,776 3,448 3,401 Interest on lease liabilities 367 227 723 439 Sublease Income (22) – (22) – Total lease cost $ 4,834 $ 3,951 $ 9,353 $ 7,519 Six Months Ended (Amounts in thousands) June 30, 2023 June 30, 2022 Cash paid for amounts included in the measurements of lease liabilities Operating cash flows from operating leases $ 8,510 $ 7,008 Operating cash flows from finance leases 722 439 Financing cash flows from finance leases 3,285 2,963 Right-of-use assets obtained in exchange for new operating leases 13,255 25,733 Right-of-use assets obtained in exchange for new finance leases 4,377 4,618 As of As of June 30, 2023 December 31, 2022 Weighted average remaining lease term (in years): Operating leases 5.49 5.62 Finance leases 3.00 3.28 Weighted average discount rates: Operating leases 6.9 % 7.1 % Finance leases 7.4 % 7.4 % Future minimum commitments under leases for the succeeding years are as follows (in thousands): (Amounts in thousands) Year ending December 31, Operating Lease Finance Lease 2023 (six months remaining) $ 5,404 $ 3,788 2024 10,511 6,900 2025 9,795 6,640 2026 8,127 3,205 2027 7,101 237 Thereafter 13,383 – Total lease payments $ 54,321 $ 20,770 Less: Amounts representing interest $ (9,558) $ (2,580) Total lease liabilities $ 44,763 $ 18,190 The above table is exclusive of the $2.4 million bargain purchase price associated with the $20.8 million total liability to finance leases as presented on the consolidated balance sheet. |
Leases | Leases We lease certain office space, equipment and vehicles. These leases are either non-cancelable, cancellable only by the payment of penalties or cancellable upon notice provided. All lease payments are based on the lapse of time and certain leases are subject to annual escalations for increases in base rents. The Company's lease terms includes options to extend or terminate the lease when it is reasonably certain that the option will be exercised. The Company recognizes a right-of-use asset and lease liability for its operating leases at the commencement date equal to the present value of the contractual minimum lease payments over the lease term. The present value is calculated using the rate implicit in the lease, if known, or the Company's incremental borrowing rate. The discount rate used for operating leases is primarily determined based on an analysis of the Company's borrowing rate, while the discount rate used for finance leases is primarily determined by the rate specified in the lease. Operating and Finance Leases The Company's operating leases primarily include material leases of buildings (consisting primarily of office lease commitments) and equipment. These leases are classified as operating leases and are recognized as right-of-use assets and operating lease liabilities on the consolidated balance sheets. The Company's finance leases primarily include equipment and vehicles in certain contracts with payment terms on the lease agreements that range between 30 and 50 months. The following tables present our balance sheet information related to leases: As of As of (Amounts in thousands) Balance Sheet Classification June 30, 2023 December 31, 2022 Assets: Operating lease assets Operating lease, right-of-use assets $ 39,476 $ 30,264 Finance lease assets Property and equipment, net $ 19,510 $ 18,580 Total lease assets $ 58,986 $ 48,844 Liabilities: Current: Operating lease liabilities Operating lease obligation, current portion $ (8,153) $ (6,949) Finance lease liabilities Finance lease obligation, current portion $ (6,001) $ (5,297) Total current lease liabilities $ (14,154) $ (12,246) Non-current: Operating lease liabilities Operating lease obligation, less current portion $ (36,610) $ (28,087) Finance lease liabilities Finance lease obligation, less current portion $ (14,619) $ (14,254) Total non-current lease liabilities $ (51,229) $ (42,341) The following tables present selected financial information: Three Months Ended Six Months Ended (Amounts in thousands) June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Operating lease cost Amortization of right-of-use assets $ 2,711 $ 1,948 $ 5,204 $ 3,679 Finance lease cost: Amortization of right-of-use assets 1,778 1,776 3,448 3,401 Interest on lease liabilities 367 227 723 439 Sublease Income (22) – (22) – Total lease cost $ 4,834 $ 3,951 $ 9,353 $ 7,519 Six Months Ended (Amounts in thousands) June 30, 2023 June 30, 2022 Cash paid for amounts included in the measurements of lease liabilities Operating cash flows from operating leases $ 8,510 $ 7,008 Operating cash flows from finance leases 722 439 Financing cash flows from finance leases 3,285 2,963 Right-of-use assets obtained in exchange for new operating leases 13,255 25,733 Right-of-use assets obtained in exchange for new finance leases 4,377 4,618 As of As of June 30, 2023 December 31, 2022 Weighted average remaining lease term (in years): Operating leases 5.49 5.62 Finance leases 3.00 3.28 Weighted average discount rates: Operating leases 6.9 % 7.1 % Finance leases 7.4 % 7.4 % Future minimum commitments under leases for the succeeding years are as follows (in thousands): (Amounts in thousands) Year ending December 31, Operating Lease Finance Lease 2023 (six months remaining) $ 5,404 $ 3,788 2024 10,511 6,900 2025 9,795 6,640 2026 8,127 3,205 2027 7,101 237 Thereafter 13,383 – Total lease payments $ 54,321 $ 20,770 Less: Amounts representing interest $ (9,558) $ (2,580) Total lease liabilities $ 44,763 $ 18,190 The above table is exclusive of the $2.4 million bargain purchase price associated with the $20.8 million total liability to finance leases as presented on the consolidated balance sheet. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On August 2, 2023, the Company and certain of its subsidiaries, as guarantors, entered into a First Amendment to the Amended and Restated Credit Agreement dated as of November 11, 2022 with Bank of America, N.A. ( the "Amended and Restated Agreement"). The Amendment increased the maximum principal amount of the Revolving Credit Facility to $70 million, is secured by all the assets of the Company and the subsidiary guarantors and has a maturity date of July 31, 2025. Under the Amended and Restated Agreement, the Company is required to comply with certain covenants, including covenant on indebtedness, investments, liens and restricted payments, as well as maintain certain financial covenants, including a fixed charge coverage ratio and leverage ratio of debt to EBITDA (as defined in the Amended and Restated Agreement). |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ (634) | $ (320) | $ (97) | $ 1,137 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2023 shares | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Terminated | true |
Michael Bruen [Member] | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | On May 15, 2023, Michael Bruen, the Company’s Chief Operating Officer and Director, adopted a 10b5-1 Plan related to the sales of up to 30,000 shares of the Company’s common stock. Subject to the terms and conditions of Mr. Bruen’s 10b5-1 Plan, a brokerage firm may periodically effect the transactions from September 2023 through February 2024. |
Name | Michael Bruen |
Title | Chief Operating Officer and Director |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | May 15, 2023 |
Arrangement Duration | 290 days |
Bruce Labovitz [Member] | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | On May 17, 2023, Bruce Labovitz, the Company’s Chief Financial Officer, adopted a 10b5-1 Plan related to the sales of up to 38,000 shares of the Company’s common stock. Subject to the terms and conditions of Mr. Labovitz’s 10b5-1 Plan, a brokerage firm may periodically effect the transactions from August 2023 through March 2024. |
Name | Bruce Labovitz |
Title | Company’s Chief Financial Officer |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | May 17, 2023 |
Arrangement Duration | 319 days |
Raymond Vicks Jr [Member] | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | On June 13, 2023, Raymond Vicks, Jr., an independent Director of the Company, adopted a 10b5-1 Plan related to the sales of up to 3,902 shares of the Company’s common stock. Subject to the terms and conditions of Mr. Vick’s 10b5-1 Plan, a brokerage firm may periodically effect the transactions from September 2023 through May 2024. |
Name | Raymond Vicks, Jr |
Title | Director of the Company |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | June 13, 2023 |
Arrangement Duration | 353 days |
Robert Hickey [Member] | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | On June 16, 2023, Robert Hickey, the Company’s Chief Legal Officer and Secretary, terminated a 10b5-1 Plan that he had previously adopted on December 16, 2022. Mr. Hickey’s former plan related to the sale of up to 32,000 shares of common stock pursuant to the terns of the plan from June 2023 through May 2024. Subsequent to the termination, Mr. Hickey adopted a new 10b5-1 Plan which provides for the sale of up to 24,000 shares of the Company’s common stock pursuant to the terms of the 10b5-1 Plan from September 2023 through May 2024. |
Name | Robert Hickey |
Title | Chief Legal Officer and Secretary |
Rule 10b5-1 Arrangement Adopted | true |
Michael Bruen Rule Trading Arrangement, Common Stock [Member] | Michael Bruen [Member] | |
Trading Arrangements, by Individual | |
Aggregate Available | 30,000 |
Bruce Labovitz Rule Trading Arrangement, Common Stock [Member] | Bruce Labovitz [Member] | |
Trading Arrangements, by Individual | |
Aggregate Available | 38,000 |
Raymond Vicks Jr Rule Trading Arrangement, Common Stock [Member] | Raymond Vicks Jr [Member] | |
Trading Arrangements, by Individual | |
Aggregate Available | 3,902 |
Robert Hickey New Rule Trading Arrangement, Common Stock [Member] | Robert Hickey [Member] | |
Trading Arrangements, by Individual | |
Adoption Date | June 16, 2023 |
Arrangement Duration | 349 days |
Aggregate Available | 24,000 |
Robert Hickey Former Rule Trading Arrangement, Common Stock [Member] | Robert Hickey [Member] | |
Trading Arrangements, by Individual | |
Adoption Date | December 16, 2022 |
Arrangement Duration | 182 days |
Aggregate Available | 32,000 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements and footnotes of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and applicable regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial information. In the opinion of management, the interim financial information includes all adjustments of a normal recurring nature necessary for a fair presentation of the results of operations, financial position, changes in shareholders’ equity and cash flows. The results of operations for the current period are not necessarily indicative of the results for the full year or the results for any future periods. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related footnotes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the SEC on March 15, 2023. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Emerging Growth Company | Emerging Growth CompanySection 102(b)(1) of the Jumpstart Our Business Startups Act (“JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934 (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is either not an emerging growth company or, an emerging growth company that has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used. |
Revenue Recognition | Revenue Recognition 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. |
Concentration of Credit Risk and other Concentrations | Concentration of Credit Risk and other Concentrations The Company’s financial instruments that are exposed to concentrations of credit risk consist of cash and accounts receivable. Cash balances at various times during the year may exceed the amount insured by the Federal Deposit Insurance Corporation. The Company’s cash deposits are held in institutions whose credit ratings are monitored by management, and the Company has not incurred any losses related to such deposits. |
Fair Value Measurements | Fair Value Measurements Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures (“ASC Topic 820”) provides the framework for measuring and reporting financial assets and liabilities at fair value. ASC Topic 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The codification establishes a three-level disclosure hierarchy to indicate the level of judgment used to estimate fair value measurements: Level 1: Quoted prices in active markets for identical assets or liabilities as of the reporting date; Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and inputs other than quoted prices (such as interest rate and yield curves); Level 3: Uses inputs that are unobservable, supported by little or no market activity and reflect significant management judgment. As of June 30, 2023 and December 31, 2022: • The carrying amount of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their fair value due to the relatively short duration of these instruments; • The carrying amounts of debt obligations approximate their fair values as the terms are comparable to terms currently offered by local financial institutions for arrangements with similar terms to industry peers with comparable credit characteristics. Accordingly, the debt obligations involve Level 2 fair value inputs; • The liability related to shares subject to repurchase was recognized at fair value using Level 1 inputs as there is an active market for the Company’s publicly traded stock. There was no remaining liability as of December 31, 2022. For further discussion, see Note 15, Employee Stock Purchase and Stock Incentive Plans . |
Income Taxes | Income Taxes The Company recognizes deferred income tax assets or liabilities for expected future tax consequences of events recognized in the consolidated financial statements or tax returns. Under this method, deferred income tax assets or liabilities are determined based upon the difference between the financial statement and income tax bases of assets and liabilities using enacted tax rates expected to apply when the differences settle or become realized. Valuation allowances are provided when it is more likely than not that a deferred tax asset is not realizable or recoverable in the future. As of June 30, 2023, no valuation allowances are required, and all deferred tax assets are realizable. The Company assesses uncertain tax positions to determine whether the position will more likely than not be sustained upon examination by the Internal Revenue Service or other taxing authorities. If the Company cannot reach a more-likely-than-not determination, no benefit is recorded. If the Company determines that the tax position is more likely than not to be sustained, the Company records the largest amount of benefit that is more likely than not to be realized when the tax position is settled. The Company recognizes interest and penalties, if any, related to uncertain tax positions in income tax expense. Beginning January 1, 2022, the Tax Cuts and Jobs Act (TCJA) of 2017 eliminated the option to deduct research and development expenditures in the current year and now requires taxpayers to capitalize and amortize research and development costs pursuant to Internal Revenue Code Section 174. The capitalized expenses are amortized over a 5-year period for domestic expenses and a 15-year period for foreign expenses. As a result of this provision of the TCJA, we have established a $20.6 million uncertain tax position related to capitalized and amortizable research and development ("R&D") costs as of period ended June 30, 2023. 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 six months ended June 30, 2023 and 2022 was 95.0% and (37.9)%, respectively. The change in the Company’s effective tax rate is predominantly due to changes in the estimated annual effective tax rate. The most prominent factors include an increase in projected R&D credits generated for 2023, a change in the projected limitations of the deductible executive compensation, and an overall reduction in forecasted income for 2023 relative to 2022. With respect to the projected R&D credit, the Company anticipates the 2023 generated R&D credit to be $3.8 million as of June 30, 2023, as compared to the projected R&D credit to be generated for fiscal year 2022 was $2.0 million as of June 30, 2022. Similarly, the Company anticipates the annual projected limitation on the deductibility of executive compensation to be $9.8 million for 2023 as compared to $3.7 million for 2022. These factors as well as the forecasted change in book income predominantly resulted in the change in the estimated annual effective tax rate. Furthermore, the Company also recognized net discrete benefits of $1.6 million for the six months ended June 30, 2023, as compared to net discrete benefit of $0.5 million for the six months ended June 30, 2022. The discrete benefits are predominantly the result of a windfall tax benefit for restricted stock awards and other non-recurring adjustments. More specifically, the windfall tax adjustment for restricted stock awards recognized at a value higher than the grant date fair value is $2.0 million for the six months ended June 30, 2023, and $0.5 million for the six months ended June 30, 2022. In addition, the Company recognized a one-time adjustment to the state income taxes payable, resulting in $0.2 million net discrete expense. These factors increased the rate by 82.6% and reduced the rate by 57.3% for the quarters ended June 30, 2023, and June 30, 2022, respectively. For year ended December 31, 2022, the Company filed Form 3115, Application for Change in Accounting Method, with the Internal Revenue Service requesting to change its method of deducting stock-based compensation expense from an impermissible method to a permissible method; on July 27, 2022, the Form 3115 was approved by the Internal Revenue Service, which resulted in a reversal of a $1.9 million uncertain tax position to a deferred tax liability. In addition, the Company recorded a $0.4 million uncertain tax position during the year ended December 31, 2022, related to the annual limitation on the deductibility of executive compensation claimed on a prior period U.S. federal income tax return. The Company files income tax returns in the U.S. federal jurisdiction and certain states in which it operates. Based on the timing of the filing of certain tax returns, the Company’s federal income tax returns for tax years 2019 and thereafter remain subject to examination by the U.S. Internal Revenue Service. The statute of limitations on the Company’s state income tax returns generally conforms to the federal three-year statute of limitations. |
Segments | SegmentsThe 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 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, notes, 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 adopted the new guidance starting January 1, 2023. The impact of this ASU is reflected in the consolidated financial statements and was not material. The Company does not believe that any recently issued standards other than those noted above would have a material effect on its consolidated financial statements. |
Earnings per Share (Tables)
Earnings per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Summary of Reconciliation of Net Income and Weighted Average Shares Outstanding for Calculation of Basic and Diluted Earnings per Share | The following table represents a reconciliation of the net income and weighted average shares outstanding for the calculation of basic and diluted earnings per share for the three and six months ended June 30, 2023 and 2022 (in thousands, except share data): For the Three Months Ended June 30, For the Six Months Ended June 30, 2023 2022 2023 2022 Numerator Net income (loss) $ (634) $ (320) $ (97) $ 1,137 Earnings allocated to non-vested shares – – – 191 Subtotal $ (634) $ (320) $ (97) $ 946 Denominator Weighted average common shares outstanding 12,276,173 10,761,172 12,022,550 10,346,089 Effect of dilutive nominal options – – – – Effect of dilutive contingently earned shares – – – 81,513 Dilutive average shares outstanding 12,276,173 10,761,172 12,022,550 10,427,602 Basic earnings per share $ (0.05) $ (0.03) $ (0.01) $ 0.09 Dilutive earnings per share $ (0.05) $ (0.03) $ (0.01) $ 0.09 |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Business Combinations [Abstract] | |
Summary of Changes in Preliminary Calculations of the Fair Values of Assets Acquired and Liabilities Assumed | The following summarizes the final calculations of the fair values of McMahon’s assets acquired and liabilities assumed as of the acquisition date (in thousands): June 30, 2023 Total Purchase Price $ 18,189 Purchase Price Allocation: Accounts Receivable, net 8,456 Contract assets 1,017 Prepaid and other current assets 291 Property and equipment, net 949 Intangible assets 3,392 Other assets 96 Notes receivable - officers, employees, affiliates, current portion 19 Accounts payable and accrued liabilities, current portion (3,688) Contract liabilities (841) Finance leases - non-current (134) Post-retirement obligations, less current portion (5,782) Total identifiable assets $ 3,775 Goodwill 14,414 Net assets acquired $ 18,189 The following summarizes the preliminary calculations of the fair values of PDC assets acquired and liabilities assumed as of the acquisition date (in thousands): June 30, 2023 Total Purchase Price $ 14,178 Purchase Price Allocation: Accounts receivable 2,199 Contract assets 926 Prepaid and other current assets 161 Property and equipment, net 489 Intangible assets 10,344 Accounts payable and accrued liabilities, current portion (1,118) Contract liabilities (1,362) Other non-current obligations (273) Finance leases - non-current 36 Total identifiable assets $ 11,402 Goodwill 2,776 Net assets acquired $ 14,178 |
Summary of Results of Operations of Businesses Acquired From Dates of Acquisitions | The consolidated financial statements of the Company include the results of operations since the date the business was acquired. The following table presents the results of operations of the acquired business for the three and six months ended June 30, 2023 (in thousands): For the Three Months Ended June 30, 2023 For the Six Months Ended June 30, 2023 Gross Contract Revenue $ 9,569 $ 19,983 Pre-tax Net Income $ 328 $ 1,626 For the Three Months Ended June 30, 2023 For the Six Months Ended June 30, 2023 Gross Contract Revenue $ 3,727 $ 6,833 Pre-tax Net Income $ 1,478 $ 2,117 For the Three Months Ended June 30, 2023 For the Six Months Ended June 30, 2023 Gross Contract Revenue 1 $ 5,769 $ 5,769 Pre-tax Net Income $ 1,940 $ 1,940 1 Gross contract revenue includes adjustments as required by ASC 606, Revenue from Contracts with Customers based on opening balance sheet provided by the acquired companies. There is no assurance these adjustments will be consistent in future periods. Opening balance sheet balances are subject to adjustment prior to being finalized. |
Summary of Unaudited Proforma Results | The following table presents the unaudited, pro forma consolidated results of operations for the year ended December 31, 2022 and December 31, 2021, respectively, assuming that the McMahon acquisition described above occurred at January 1, 2021. These unaudited pro forma results are presented for informational purposes only and are not meant to represent actual operating results that would have been achieved had the related events occurred on such date (in thousands): For the Year Ended December 31, 2022 December 31, 2021 Gross Contract Revenue $ 273,924 $ 183,595 Net Income $ 5,948 $ 2,164 The following table presents the unaudited, pro forma condensed consolidated results of operations for the three and six months ended June 30, 2023 and June 30, 2022 assuming that the companies acquired in the second quarter of 2023, described above, occurred on January 1, 2022. The unaudited pro forma results are presented for informational purposes only and are not meant to represent actual operating results that would have been achieved had the related events occurred on such date (in thousands): For the Six Months Ended June 30, 2023 2023 2022 Gross Contract Revenue 2 $ 182,656 $ 135,669 Pre-tax Net Income (loss) $ 3,402 $ (94) 2 Gross contract revenue in these pro forma financials does not conform to GAAP as required by ASC 606, Revenue from Contract with Customers, as it is impracticable to obtain the historical information necessary to apply this accounting standard. The historical estimates required to be able to accurately determine the percent complete accounting on the contracts that comprise the revenue is not available for the required periods. |
Disaggregation of Revenue and_2
Disaggregation of Revenue and Contract Balances (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Disaggregation of Revenue [Abstract] | |
Summary of Disaggregated Revenues by Contract Type | Disaggregated revenues by contract type were as follows (in thousands): For the Three Months Ended June 30, For the Six Months Ended June 30, 2023 2022 2023 2022 Fixed fee $ 73,508 88.8 % $ 58,488 93.7 % $ 141,753 89.2 % $ 108,074 94.1 % Time-and-materials 9,247 11.2 % 3,911 6.3 % 17,102 10.8 % 6,786 5.9 % Gross contract revenue $ 82,755 100.0 % $ 62,399 100.0 % $ 158,855 100.0 % $ 114,860 100.0 % |
Contracts in Progress (Tables)
Contracts in Progress (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract] | |
Summary of Costs and Estimated Earnings on Contracts | The following table reflects the calculation of the net balance of contract assets and contract liabilities. Costs and estimated earnings on contracts in progress consist of the following (in thousands): June 30, 2023 December 31, 2022 Costs incurred on uncompleted contracts $ 387,057 $ 279,173 Estimated contract earnings in excess of costs 404,240 398,791 Estimated contract earnings to date 791,297 677,964 Less: billed to date (775,293) (668,013) Net contract assets $ 16,004 $ 9,951 |
Notes Receivable (Tables)
Notes Receivable (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Receivables [Abstract] | |
Summary of Notes Receivable | The Company has unsecured notes receivable from related parties, certain non-executive officers of the Company and an unrelated third party. The following is a summary of these notes receivable (in thousands): June 30, 2023 December 31, 2022 Officers, employees and affiliated entities - Interest accrues annually at rates ranging from 0.0% - 5.5%. The notes receivable mature through December 2024. $ 2,325 $ 2,433 Unrelated third party - Currently no interest is being accrued on this note. The note receivable matures in December 2023. 903 903 Total: 3,228 3,336 Less: current portion Officers, employees and affiliates (938) (1,016) Noncurrent portion $ 2,290 $ 2,320 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment for Fixed Assets | Property and equipment for fixed assets are as follows (in thousands): June 30, 2023 December 31, 2022 Computer equipment $ 2,218 $ 2,101 Survey equipment 5,409 5,088 Vehicles 1,852 1,032 Furniture and fixtures 2,446 2,398 Leasehold improvements 8,194 7,727 Software 435 316 Fixed assets pending lease financing 1 316 181 Total: 20,870 18,843 Less: accumulated depreciation (13,506) (12,319) Property and Equipment, net of finance leased assets $ 7,364 $ 6,524 1 assets acquired which will be re-financed under the Company's finance lease facilities Property and equipment for finance leased assets are as follows (in thousands): June 30, 2023 December 31, 2022 Equipment $ 17,722 $ 16,256 Vehicles 8,838 6,787 Total: 26,560 23,043 Less: accumulated amortization on leased assets (7,050) (4,463) Finance Leased Assets, net $ 19,510 $ 18,580 |
Goodwill (Tables)
Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Goodwill Resulting From Business Acquisitions | Changes in the carrying amount of goodwill were as follows (in thousands): Goodwill Balance as of December 31, 2022 $ 53,210 Goodwill Acquired 23,896 Balance as of June 30, 2023 $ 77,106 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Intangible Assets [Abstract] | |
Summary of Total Intangible Assets | Total intangible assets consisted of the following at June 30, 2023 and December 31, 2022 (in thousands): June 30, 2023 December 31, 2022 Gross Amount Accumulated Net Balance Gross Amount Accumulated Net Balance Customer relationships $ 35,909 $ (3,825) $ 32,084 $ 23,595 $ (2,330) $ 21,265 Contract rights 10,471 (4,568) 5,903 7,281 (2,416) 4,865 Leasehold 187 (66) 121 187 (48) 139 Domain name 281 – 281 281 – 281 Licensing rights 1,374 – 1,374 1,400 – 1,400 Total $ 48,222 $ (8,459) $ 39,763 $ 32,744 $ (4,794) $ 27,950 |
Summary of Weighted Average Useful Lives of Intangible Assets by Asset Class Used for Straight-line Expense Purposes | The following table summarizes the weighted average useful lives of intangible assets by asset class used for straight-line expense purposes: June 30, 2023 December 31, 2022 Customer relationships 8.10 11.97 Contract rights 1.08 2.47 Leasehold 5.74 8.05 |
Summary of Future amortization | Future amortization for the remainder of 2023 and for the succeeding years is as follows (in thousands): 2023 6,256 2024 7,403 2025 5,930 2026 5,390 2027 2,142 Thereafter 10,987 Total $ 38,108 |
Notes Payable (Tables)
Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Instruments [Abstract] | |
Schedule of Notes Payable | Notes payable consist of the following (in thousands): June 30, 2023 December 31, 2022 Related parties: Shareholders - Interest accrues annually at rates ranging from 3.25% - 11.00%. The notes payable mature on various dates through June 2026. $ 15,942 $ 11,515 Owners of Acquired Entities - Interest accrues annually at rates ranging from 3.25% - 7.00% annually. The notes payable mature on various dates through October 2024. 6,803 8,134 Convertible Notes Payable - Interest accrues annually at rates ranging from 4.75% - 7.00% annually. The convertible notes payable mature on various dates through May 2027. 6,339 6,675 Unrelated third parties: Note payable for purchase of software and vehicles 40 55 Note payable for purchase of intangible asset 50 50 Fixed line notes payable - see note 11 491 773 Discounts on notes payable issued as consideration in acquisitions: Shareholders (135) (177) Owners of acquired entities (358) (581) Total 29,172 26,444 Less: current portion (12,438) (10,168) Noncurrent portion $ 16,734 $ 16,276 |
Schedule of Future Principal Payments on Notes Payable | Future principal payments on notes payable for remainder of 2023 and succeeding years are as follows (in thousands): 2023 $ 7,221 2024 11,230 2025 7,105 2026 2,917 2027 1,192 Thereafter – Total $ 29,665 |
Pension and Post-retirement B_2
Pension and Post-retirement Benefit Obligations (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Postemployment Benefits [Abstract] | |
Schedule of Net Periodic Benefit Costs | The following table details the components of net periodic benefit costs for the Company's pension plan for the three and six months ended June 30, 2023 and 2022: For the Three Months Ended June 30, For the Six Months Ended June 30, (Amounts in thousands) 2023 2022 2023 2022 Components of net periodic benefit cost: Service costs $ 53 $ – $ 64 $ – Interest costs 25 – 93 – Amortization of net gain (10) – (21) – Net periodic benefit cost $ 68 $ – $ 136 $ – |
Employee Stock Purchase and S_2
Employee Stock Purchase and Stock Incentive Plans (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Issuance Activity Under Employee Stock Purchase Plan | The following table summarizes the stock issuance activity under the ESPP for the six months ended June 30, 2023 (in thousands, except share data): June 30, 2023 Total purchase price paid by employees for shares sold $ 763 Number of shares sold 31,097 |
Summary of Status of Stock Options Exercised, Including Substantive Options and Information about Options Outstanding and Exercisable | A summary of the status of stock options exercised, including the substantive options discussed in Note 3, is as follows: Number of shares Weighted Average Exercise Price Outstanding at December 31, 2022 10,030 $ 5.99 Granted – – Exercised (2,419) 5.96 Expired or cancelled – – Outstanding at June 30, 2023 7,611 $ 6.00 The following summarizes information about options outstanding and exercisable at January 1, 2023 and June 30, 2023: Options Outstanding and Exercisable Exercise Price Total Outstanding Weighted Average Remaining Life (Years) Weighted Average Exercise Price Total Exercisable December 31, 2022 $ 6.28 10,030 5.0 $ 5.99 10,030 June 30, 2023 $ 6.28 7,611 5.0 $ 6.00 7,611 |
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, 2023 1,837,309 14.33 Granted 632,091 39.84 Vested (648,215) 12.26 Cancelled (11,452) 18.00 Outstanding at June 30, 2023 1,809,733 17.79 |
Summary of Activity of Performance Stock Units Subject to Forfeiture | The following table summarizes the activity of performance stock units subject to forfeiture: Number of shares Weighted Average Grant Price Outstanding at January 1, 2023 447,429 12.95 Granted 245,710 22.94 Vested – – Cancelled – – Outstanding at June 30, 2023 693,139 16.49 |
Summary of Change in Liability to Common Shares Subject to Repurchase and Associated Non Cash Compensation Expense | The following table represents the change in the liability to common shares subject to repurchase and the associated non-cash compensation expense for the six months ended June 30, 2023 and the year ended December 31, 2022 (in thousands): June 30, 2023 December 31, 2022 Beginning Balance $ – $ 7 Non-cash compensation from ratable vesting $ – – Non-cash compensation from change in fair value of liability $ – – Other stock activity, net $ – (7) Reclassification upon modification – – Ending balance $ – $ – |
Summary of Future Expense of Unvested Awards | The future expense of the unvested awards for the remainder of 2023 and succeeding years is as follows (in thousands): 2023 $ 12,414 2024 15,728 2025 7,177 2026 694 Thereafter 13 Total $ 36,026 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Supplemental Balance Sheet Information | The following tables present our balance sheet information related to leases: As of As of (Amounts in thousands) Balance Sheet Classification June 30, 2023 December 31, 2022 Assets: Operating lease assets Operating lease, right-of-use assets $ 39,476 $ 30,264 Finance lease assets Property and equipment, net $ 19,510 $ 18,580 Total lease assets $ 58,986 $ 48,844 Liabilities: Current: Operating lease liabilities Operating lease obligation, current portion $ (8,153) $ (6,949) Finance lease liabilities Finance lease obligation, current portion $ (6,001) $ (5,297) Total current lease liabilities $ (14,154) $ (12,246) Non-current: Operating lease liabilities Operating lease obligation, less current portion $ (36,610) $ (28,087) Finance lease liabilities Finance lease obligation, less current portion $ (14,619) $ (14,254) Total non-current lease liabilities $ (51,229) $ (42,341) |
Schedule of Selected Financial Information | The following tables present selected financial information: Three Months Ended Six Months Ended (Amounts in thousands) June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Operating lease cost Amortization of right-of-use assets $ 2,711 $ 1,948 $ 5,204 $ 3,679 Finance lease cost: Amortization of right-of-use assets 1,778 1,776 3,448 3,401 Interest on lease liabilities 367 227 723 439 Sublease Income (22) – (22) – Total lease cost $ 4,834 $ 3,951 $ 9,353 $ 7,519 Six Months Ended (Amounts in thousands) June 30, 2023 June 30, 2022 Cash paid for amounts included in the measurements of lease liabilities Operating cash flows from operating leases $ 8,510 $ 7,008 Operating cash flows from finance leases 722 439 Financing cash flows from finance leases 3,285 2,963 Right-of-use assets obtained in exchange for new operating leases 13,255 25,733 Right-of-use assets obtained in exchange for new finance leases 4,377 4,618 As of As of June 30, 2023 December 31, 2022 Weighted average remaining lease term (in years): Operating leases 5.49 5.62 Finance leases 3.00 3.28 Weighted average discount rates: Operating leases 6.9 % 7.1 % Finance leases 7.4 % 7.4 % |
Summary of Future Minimum Lease Payments | Future minimum commitments under leases for the succeeding years are as follows (in thousands): (Amounts in thousands) Year ending December 31, Operating Lease Finance Lease 2023 (six months remaining) $ 5,404 $ 3,788 2024 10,511 6,900 2025 9,795 6,640 2026 8,127 3,205 2027 7,101 237 Thereafter 13,383 – Total lease payments $ 54,321 $ 20,770 Less: Amounts representing interest $ (9,558) $ (2,580) Total lease liabilities $ 44,763 $ 18,190 |
Summary of Future Minimum Lease Payments | Future minimum commitments under leases for the succeeding years are as follows (in thousands): (Amounts in thousands) Year ending December 31, Operating Lease Finance Lease 2023 (six months remaining) $ 5,404 $ 3,788 2024 10,511 6,900 2025 9,795 6,640 2026 8,127 3,205 2027 7,101 237 Thereafter 13,383 – Total lease payments $ 54,321 $ 20,770 Less: Amounts representing interest $ (9,558) $ (2,580) Total lease liabilities $ 44,763 $ 18,190 |
Nature of Business and Basis _2
Nature of Business and Basis of Presentation - Additional Information (Details) $ / shares in Units, $ in Thousands | 6 Months Ended | ||||
Mar. 02, 2022 USD ($) shares | Feb. 28, 2022 USD ($) $ / shares shares | Feb. 11, 2022 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) office | Jun. 30, 2022 USD ($) | |
Nature Of Business And Basis Of Presentation [Line Items] | |||||
Shares price per share (in dollars per share) | $ / shares | $ 16 | ||||
Number of shares issued and sold (in shares) | shares | 157,500 | ||||
Proceeds from issuance of common stock | $ 2,500 | $ 777 | $ 607 | ||
United States | |||||
Nature Of Business And Basis Of Presentation [Line Items] | |||||
Number of offices | office | 70 | ||||
MEXICO | |||||
Nature Of Business And Basis Of Presentation [Line Items] | |||||
Number of offices | office | 1 | ||||
Common Stock Offering | |||||
Nature Of Business And Basis Of Presentation [Line Items] | |||||
Shares price per share (in dollars per share) | $ / shares | $ 16 | ||||
Number of shares issued and sold (in shares) | shares | 900,000 | ||||
Net proceeds from sale of common stock | $ 13,700 | ||||
Over-Allotment Option | |||||
Nature Of Business And Basis Of Presentation [Line Items] | |||||
Number of shares issued and sold (in shares) | shares | 1,057,500 | ||||
Net proceeds from sale of common stock | $ 2,400 | ||||
Proceeds from issuance of common stock | $ 16,900 |
Significant Accounting Polici_3
Significant Accounting Policies - Additional Information (Details) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 USD ($) | Jun. 30, 2023 USD ($) segment | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Accounting Policies [Abstract] | ||||
Long term contract billing term | 30 days | |||
Uncertain tax position | $ 20.6 | |||
Effective tax rate | 95% | (37.90%) | ||
R&D credit | $ 3.8 | $ 2 | ||
Annual projected limitation on deductibility of executive compensation | 9.8 | 3.7 | ||
Net discrete benefits | 1.6 | 0.5 | ||
Windfall tax adjustment for restricted stock awards | $ 2 | $ 0.5 | ||
One-time adjustment to state tax payables | $ 0.2 | |||
Income tax rate reduction | 82.60% | 57.30% | ||
Reversal in uncertain tax position | $ 1.9 | |||
Uncertain tax position | $ 0.4 | |||
Number of operating segment | segment | 1 |
Earnings per Share - Additional
Earnings per Share - Additional Information (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Earnings Per Share [Abstract] | ||||
Non-vested restricted shares (in shares) | 1,871,892 | 2,073,783 | 1,811,416 | 2,077,218 |
Substantive options shares (in shares) | 8,566 | 13,448 | 9,125 | 14,013 |
Earnings per Share - Summary of
Earnings per Share - Summary of Reconciliation of Net Income and Weighted Average Shares Outstanding for Calculation of Basic and Diluted Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Earnings Per Share [Abstract] | ||||
Net income (loss) | $ (634) | $ (320) | $ (97) | $ 1,137 |
Earnings allocated to non-vested shares | 0 | 0 | 0 | 191 |
Subtotal | $ (634) | $ (320) | $ (97) | $ 946 |
Weighted average common shares outstanding (in shares) | 12,276,173 | 10,761,172 | 12,022,550 | 10,346,089 |
Effect of dilutive nominal options (in shares) | 0 | 0 | 0 | 0 |
Effect of dilutive contingently earned shares (in shares) | 0 | 0 | 0 | 81,513 |
Dilutive average shares outstanding (in shares) | 12,276,173 | 10,761,172 | 12,022,550 | 10,427,602 |
Basic (in dollars per share) | $ (0.05) | $ (0.03) | $ (0.01) | $ 0.09 |
Diluted (in dollars per share) | $ (0.05) | $ (0.03) | $ (0.01) | $ 0.09 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||||||||
Jun. 12, 2023 | Jun. 02, 2023 | May 16, 2023 | May 12, 2023 | Apr. 03, 2023 | Dec. 02, 2022 | Nov. 02, 2022 | May 04, 2022 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | Jul. 15, 2022 | |
Business Acquisition [Line Items] | |||||||||||||
Goodwill | $ 77,106,000 | $ 53,210,000 | |||||||||||
Customer relationships | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Weighted average useful lives | 8 years 1 month 6 days | 11 years 11 months 19 days | |||||||||||
Contract rights | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Weighted average useful lives | 1 year 29 days | 2 years 5 months 19 days | |||||||||||
McMahon Associates, Inc. (“McMahon”) | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Total consideration paid | $ 18,200,000 | $ 18,189,000 | |||||||||||
Issuance of common stock for acquisitions (in shares) | 476,796 | ||||||||||||
Price per share (in dollars per share) | $ 16.64 | ||||||||||||
Equity issued in business combination, fair value | $ 7,900,000 | ||||||||||||
Cash, promissory note and assumed liabilities payment on business combination | 10,300,000 | ||||||||||||
Deferred tax assets acquired | 0 | ||||||||||||
Deferred tax liabilities acquired | $ 0 | ||||||||||||
Statutory income tax rate | 28.90% | ||||||||||||
Intangible assets | $ 3,392,000 | ||||||||||||
Goodwill | 14,414,000 | ||||||||||||
McMahon Associates, Inc. (“McMahon”) | Promissory Note First and Second | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Interest rate | 3.50% | ||||||||||||
Project Design Consultants, LLC (“PDC”) | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Total consideration paid | $ 14,200,000 | 14,178,000 | |||||||||||
Deferred tax assets acquired | $ 0 | ||||||||||||
Deferred tax liabilities acquired | $ 0 | ||||||||||||
Intangible assets | 10,344,000 | ||||||||||||
Goodwill | $ 2,776,000 | ||||||||||||
Project Design Consultants, LLC (“PDC”) | Customer relationships | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Weighted average useful lives | 10 years | ||||||||||||
Project Design Consultants, LLC (“PDC”) | Contract rights | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Weighted average useful lives | 3 years | ||||||||||||
Project Design Consultants, LLC (“PDC”) | Promissory Note First | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Promissory note interest rate | 4.75% | ||||||||||||
Project Design Consultants, LLC (“PDC”) | Promissory Note Second | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Price per share (in dollars per share) | $ 14 | ||||||||||||
Promissory note interest rate | 4.75% | ||||||||||||
Anchor Consultants, LLC (“Anchor”) | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Total consideration paid | $ 4,000,000 | ||||||||||||
Goodwill | $ 4,000,000 | ||||||||||||
Anchor Consultants, LLC (“Anchor”) | Promissory Note | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Price per share (in dollars per share) | $ 18 | ||||||||||||
Promissory note interest rate | 5.50% | ||||||||||||
SEI Engineering , LLC | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Total consideration paid | $ 800,000 | ||||||||||||
Cash, promissory note and assumed liabilities payment on business combination | 400,000 | ||||||||||||
Deferred tax assets acquired | 0 | ||||||||||||
Deferred tax liabilities acquired | $ 0 | ||||||||||||
SEI Engineering , LLC | Promissory Note First and Second | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Promissory note interest rate | 6.25% | ||||||||||||
Spatial Acuity, LLC | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Total consideration paid | $ 4,100,000 | ||||||||||||
Issuance of common stock for acquisitions (in shares) | 134,042 | ||||||||||||
Price per share (in dollars per share) | $ 15.15 | ||||||||||||
Equity issued in business combination, fair value | $ 2,000,000 | ||||||||||||
Cash, promissory note and assumed liabilities payment on business combination | 2,100,000 | ||||||||||||
Deferred tax assets acquired | 0 | ||||||||||||
Deferred tax liabilities acquired | 0 | ||||||||||||
Additional consideration in form of stock, cash and notes | 3,000,000 | ||||||||||||
Liability to contingent consideration | $ 500,000 | ||||||||||||
Spatial Acuity, LLC | Promissory Note First and Second | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Promissory note interest rate | 6.25% | ||||||||||||
H2H Geoscience Engineering, PLLC | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Total consideration paid | $ 3,700,000 | ||||||||||||
Cash, promissory note and assumed liabilities payment on business combination | 1,400,000 | ||||||||||||
Deferred tax assets acquired | 0 | ||||||||||||
Deferred tax liabilities acquired | $ 0 | ||||||||||||
Measurement period adjustment | $ 49,000 | ||||||||||||
H2H Geoscience Engineering, PLLC | Promissory Note First | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Promissory note interest rate | 7% | ||||||||||||
H2H Geoscience Engineering, PLLC | Promissory Note Second | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Price per share (in dollars per share) | $ 18 | ||||||||||||
Promissory note interest rate | 7% | ||||||||||||
Richter & Associates, Inc. ("Richter") | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Total consideration paid | $ 5,400,000 | ||||||||||||
Issuance of common stock for acquisitions (in shares) | 75,784 | ||||||||||||
Price per share (in dollars per share) | $ 29 | ||||||||||||
Equity issued in business combination, fair value | $ 2,200,000 | ||||||||||||
Cash, promissory note and assumed liabilities payment on business combination | $ 3,200,000 | ||||||||||||
Goodwill and intangible assets | $ 3,200,000 | ||||||||||||
Richter & Associates, Inc. ("Richter") | Promissory Note First and Second | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Interest rate | 11% | ||||||||||||
Fisher Engineering, Inc. ("Fisher") | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Total consideration paid | $ 5,200,000 | ||||||||||||
Issuance of common stock for acquisitions (in shares) | 31,521 | ||||||||||||
Price per share (in dollars per share) | $ 27.66 | ||||||||||||
Equity issued in business combination, fair value | $ 900,000 | ||||||||||||
Cash, promissory note and assumed liabilities payment on business combination | 4,300,000 | ||||||||||||
Goodwill | 4,200,000 | ||||||||||||
Additional consideration in form of stock, cash and notes | $ 2,000,000 | ||||||||||||
Liability to contingent consideration | 1,800,000 | ||||||||||||
Fisher Engineering, Inc. ("Fisher") | Promissory Note First and Second | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Interest rate | 8.25% | ||||||||||||
Hole Montes, Inc. ("Hole Montes") | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Total consideration paid | $ 7,400,000 | ||||||||||||
Issuance of common stock for acquisitions (in shares) | 129,221 | ||||||||||||
Price per share (in dollars per share) | $ 27.60 | ||||||||||||
Equity issued in business combination, fair value | $ 3,600,000 | ||||||||||||
Cash, promissory note and assumed liabilities payment on business combination | 3,800,000 | ||||||||||||
Goodwill | 4,200,000 | ||||||||||||
Additional consideration in form of stock, cash and notes | $ 900,000 | ||||||||||||
Liability to contingent consideration | 900,000 | ||||||||||||
Hole Montes, Inc. ("Hole Montes") | Promissory Note First and Second | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Interest rate | 8.25% | ||||||||||||
MTX Surveying, LLC ("MTX") | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Total consideration paid | $ 11,700,000 | ||||||||||||
Issuance of common stock for acquisitions (in shares) | 143,333 | ||||||||||||
Price per share (in dollars per share) | $ 28.09 | ||||||||||||
Equity issued in business combination, fair value | $ 4,000,000 | ||||||||||||
Cash, promissory note and assumed liabilities payment on business combination | 7,700,000 | ||||||||||||
Goodwill | 8,100,000 | ||||||||||||
Additional consideration in form of stock, cash and notes | $ 3,000,000 | ||||||||||||
Liability to contingent consideration | 3,000,000 | ||||||||||||
MTX Surveying, LLC ("MTX") | Promissory Note First and Second | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Interest rate | 5% | ||||||||||||
Advanced Applied Engineering, Inc. dba Infrastructure Engineers ("Infrastructure") | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Total consideration paid | $ 8,500,000 | ||||||||||||
Issuance of common stock for acquisitions (in shares) | 141,794 | ||||||||||||
Price per share (in dollars per share) | $ 29.81 | ||||||||||||
Equity issued in business combination, fair value | $ 4,200,000 | ||||||||||||
Cash, promissory note and assumed liabilities payment on business combination | 4,300,000 | ||||||||||||
Goodwill | 6,500,000 | ||||||||||||
Additional consideration in form of stock, cash and notes | $ 1,500,000 | ||||||||||||
Liability to contingent consideration | $ 1,500,000 | ||||||||||||
Advanced Applied Engineering, Inc. dba Infrastructure Engineers ("Infrastructure") | Promissory Note First and Second | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Interest rate | 8.25% |
Acquisitions - Summary of Chang
Acquisitions - Summary of Changes in Preliminary Calculations of the Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
May 04, 2022 | Sep. 30, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | |
Purchase Price Allocation: | ||||
Goodwill | $ 77,106 | $ 53,210 | ||
McMahon Associates, Inc. (“McMahon”) | ||||
Business Acquisition [Line Items] | ||||
Total Purchase Price | $ 18,200 | 18,189 | ||
Purchase Price Allocation: | ||||
Accounts Receivable, net | 8,456 | |||
Contract assets | 1,017 | |||
Prepaid and other current assets | 291 | |||
Property and equipment, net | 949 | |||
Intangible assets | 3,392 | |||
Other assets | 96 | |||
Notes receivable - officers, employees, affiliates, current portion | 19 | |||
Accounts payable and accrued liabilities, current portion | (3,688) | |||
Contract liabilities | (841) | |||
Finance leases - non-current | (134) | |||
Post-retirement obligations, less current portion | (5,782) | |||
Total identifiable assets | 3,775 | |||
Goodwill | 14,414 | |||
Net assets acquired | 18,189 | |||
Project Design Consultants, LLC (“PDC”) | ||||
Business Acquisition [Line Items] | ||||
Total Purchase Price | $ 14,200 | 14,178 | ||
Purchase Price Allocation: | ||||
Accounts Receivable, net | 2,199 | |||
Contract assets | 926 | |||
Prepaid and other current assets | 161 | |||
Property and equipment, net | 489 | |||
Intangible assets | 10,344 | |||
Accounts payable and accrued liabilities, current portion | (1,118) | |||
Contract liabilities | (1,362) | |||
Other non-current obligations | (273) | |||
Finance leases - non-current | 36 | |||
Total identifiable assets | 11,402 | |||
Goodwill | 2,776 | |||
Net assets acquired | $ 14,178 |
Acquisitions - Summary of Resul
Acquisitions - Summary of Results of Operations of Businesses Acquired From Dates of Acquisitions (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Business Acquisition [Line Items] | ||||
Gross Contract Revenue | $ 82,755 | $ 62,399 | $ 158,855 | $ 114,860 |
Pre-tax Net Income | (2,259) | $ (510) | (1,936) | $ 831 |
McMahon Associates, Inc. (“McMahon”) | ||||
Business Acquisition [Line Items] | ||||
Gross Contract Revenue | 9,569 | 19,983 | ||
Pre-tax Net Income | 328 | 1,626 | ||
Project Design Consultants, LLC (“PDC”) | ||||
Business Acquisition [Line Items] | ||||
Gross Contract Revenue | 3,727 | 6,833 | ||
Pre-tax Net Income | 1,478 | 2,117 | ||
Business Acquired | ||||
Business Acquisition [Line Items] | ||||
Gross Contract Revenue | 5,769 | 5,769 | ||
Pre-tax Net Income | $ 1,940 | $ 1,940 |
Acquisitions - Summary of Unaud
Acquisitions - Summary of Unaudited Proforma Results (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
McMahon Associates, Inc. (“McMahon”) | ||||
Business Acquisition [Line Items] | ||||
Gross Contract Revenue | $ 273,924 | $ 183,595 | ||
Net Income | $ 5,948 | $ 2,164 | ||
Business Acquired | ||||
Business Acquisition [Line Items] | ||||
Gross Contract Revenue | $ 182,656 | $ 135,669 | ||
Net Income | $ 3,402 | $ (94) |
Disaggregation of Revenue and_3
Disaggregation of Revenue and Contract Balances - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Revenue from contracts classified as lump sum | 88.80% | 89.20% | ||
Revenue from exclusively time and material contracts | 11.20% | 10.80% | ||
Remaining performance obligations | $ 234.6 | $ 234.6 | ||
Contract with customer, liability, revenue recognized | $ 0.2 | $ 1.1 | $ 2.8 | $ 2.5 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2023-07-01 | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Remaining performance obligations expects to recognize | 93.90% | 93.90% | ||
Remaining performance obligations, expected satisfaction period | 12 months | 12 months | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2024-01-01 | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Remaining performance obligations expects to recognize | 6.10% | 6.10% | ||
Remaining performance obligations, expected satisfaction period | 24 months | 24 months |
Disaggregation of Revenue and_4
Disaggregation of Revenue and Contract Balances - Summary of Disaggregated Revenues by Contract Type (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation Of Revenue [Line Items] | ||||
Gross Contract Revenue | $ 82,755 | $ 62,399 | $ 158,855 | $ 114,860 |
Gross contract revenue, Percentage | 100% | 100% | 100% | 100% |
Fixed fee | ||||
Disaggregation Of Revenue [Line Items] | ||||
Gross Contract Revenue | $ 73,508 | $ 58,488 | $ 141,753 | $ 108,074 |
Gross contract revenue, Percentage | 88.80% | 93.70% | 89.20% | 94.10% |
Time-and-materials | ||||
Disaggregation Of Revenue [Line Items] | ||||
Gross Contract Revenue | $ 9,247 | $ 3,911 | $ 17,102 | $ 6,786 |
Gross contract revenue, Percentage | 11.20% | 6.30% | 10.80% | 5.90% |
Contracts in Progress - Summary
Contracts in Progress - Summary of Costs and Estimated Earnings on Contracts (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract] | ||
Costs incurred on uncompleted contracts | $ 387,057 | $ 279,173 |
Estimated contract earnings in excess of costs | 404,240 | 398,791 |
Estimated contract earnings to date | 791,297 | 677,964 |
Less: billed to date | (775,293) | (668,013) |
Net contract assets | $ 16,004 | $ 9,951 |
Notes Receivable - Summary of N
Notes Receivable - Summary of Notes Receivable (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Dec. 31, 2022 | Jun. 30, 2023 | |
Accounts Notes And Loans Receivable [Line Items] | ||
Unrelated third party - Currently no interest is being accrued on this note. The note receivable matures in December 2023. | $ 903 | $ 903 |
Less: current portion | ||
Officers, employees and affiliates | (1,016) | (938) |
Unsecured Notes Receivable | ||
Accounts Notes And Loans Receivable [Line Items] | ||
Officers, employees and affiliated entities - Interest accrues annually at rates ranging from 0.0% - 5.5%. The notes receivable mature through December 2024. | 2,433 | 2,325 |
Unrelated third party - Currently no interest is being accrued on this note. The note receivable matures in December 2023. | 903 | 903 |
Total: | 3,336 | 3,228 |
Less: current portion | ||
Officers, employees and affiliates | (1,016) | (938) |
Noncurrent portion | $ 2,320 | $ 2,290 |
Unsecured Notes Receivable | Maximum | ||
Less: current portion | ||
Notes receivable, interest | 5.50% | |
Unsecured Notes Receivable | Minimum | ||
Less: current portion | ||
Notes receivable, interest | 0% | |
Unsecured Notes Receivable, Unrelated Third Party | ||
Less: current portion | ||
Notes receivable, interest | 0% | 0% |
Notes Receivable - Additional I
Notes Receivable - Additional Information (Details) - Unsecured Notes Receivable | 6 Months Ended |
Jun. 30, 2023 | |
Minimum | |
Accounts Notes And Loans Receivable [Line Items] | |
Notes receivable, interest | 0% |
Maximum | |
Accounts Notes And Loans Receivable [Line Items] | |
Notes receivable, interest | 5.50% |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment for Fixed Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Property Plant And Equipment [Line Items] | ||
Total: | $ 20,870 | $ 18,843 |
Less: accumulated depreciation | (13,506) | (12,319) |
Property and Equipment, net of finance leased assets | 7,364 | 6,524 |
Computer equipment | ||
Property Plant And Equipment [Line Items] | ||
Total: | 2,218 | 2,101 |
Survey equipment | ||
Property Plant And Equipment [Line Items] | ||
Total: | 5,409 | 5,088 |
Vehicles | ||
Property Plant And Equipment [Line Items] | ||
Total: | 1,852 | 1,032 |
Furniture and fixtures | ||
Property Plant And Equipment [Line Items] | ||
Total: | 2,446 | 2,398 |
Leasehold improvements | ||
Property Plant And Equipment [Line Items] | ||
Total: | 8,194 | 7,727 |
Software | ||
Property Plant And Equipment [Line Items] | ||
Total: | 435 | 316 |
Fixed Assets Pending Lease Financing | ||
Property Plant And Equipment [Line Items] | ||
Total: | $ 316 | $ 181 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense for fixed assets | $ 700 | $ 300 | $ 1,200 | $ 600 |
Amortization of right-of-use assets | $ 1,778 | $ 1,776 | $ 3,448 | $ 3,401 |
Property and Equipment, Net -_2
Property and Equipment, Net - Summary of Property and Equipment for Capital Leased Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Property Plant And Equipment [Line Items] | ||
Total: | $ 26,560 | $ 23,043 |
Less: accumulated amortization on leased assets | (7,050) | (4,463) |
Finance lease assets | 19,510 | 18,580 |
Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total: | 17,722 | 16,256 |
Vehicles | ||
Property Plant And Equipment [Line Items] | ||
Total: | $ 8,838 | $ 6,787 |
Goodwill - Summary of Goodwill
Goodwill - Summary of Goodwill Resulting From Business Acquisitions (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Beginning balance | $ 53,210 |
Goodwill Acquired | 23,896 |
Ending balance | $ 77,106 |
Intangible Assets - Summary of
Intangible Assets - Summary of Total Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Accumulated Amortization | $ (8,459) | $ (4,794) |
Net Balance | 38,108 | |
Indefinite-Lived Intangible Assets (Excluding Goodwill) [Abstract] | ||
Gross Amount | 48,222 | 32,744 |
Net Balance | 39,763 | 27,950 |
Domain name | ||
Indefinite-Lived Intangible Assets (Excluding Goodwill) [Abstract] | ||
Gross Amount | 281 | 281 |
Licensing rights | ||
Indefinite-Lived Intangible Assets (Excluding Goodwill) [Abstract] | ||
Gross Amount | 1,374 | 1,400 |
Customer relationships | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross Amount | 35,909 | 23,595 |
Accumulated Amortization | (3,825) | (2,330) |
Net Balance | 32,084 | 21,265 |
Contract rights | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross Amount | 10,471 | 7,281 |
Accumulated Amortization | (4,568) | (2,416) |
Net Balance | 5,903 | 4,865 |
Leasehold | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross Amount | 187 | 187 |
Accumulated Amortization | (66) | (48) |
Net Balance | $ 121 | $ 139 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Intangible Assets [Line Items] | ||||
Amortization of intangible assets | $ 2,300 | $ 800 | $ 3,665 | $ 1,241 |
Domain name | ||||
Intangible Assets [Line Items] | ||||
Intangible assets acquired | 1,700 | |||
Licensing rights | ||||
Intangible Assets [Line Items] | ||||
Intangible assets acquired | $ 1,700 |
Intangible Assets - Summary o_2
Intangible Assets - Summary of Weighted Average Useful Lives of Intangible Assets by Asset Class Used for Straight-line Expense Purposes (Details) | Jun. 30, 2023 | Dec. 31, 2022 |
Customer relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted average useful lives | 8 years 1 month 6 days | 11 years 11 months 19 days |
Contract rights | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted average useful lives | 1 year 29 days | 2 years 5 months 19 days |
Leasehold | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted average useful lives | 5 years 8 months 26 days | 8 years 18 days |
Intangible Assets - Summary o_3
Intangible Assets - Summary of Future amortization (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
2023 | $ 6,256 |
2024 | 7,403 |
2025 | 5,930 |
2026 | 5,390 |
2027 | 2,142 |
Thereafter | 10,987 |
Net Balance | $ 38,108 |
Revolving Credit Facility and_2
Revolving Credit Facility and Fixed Credit Facilities - Additional Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||||
Aug. 31, 2020 | Aug. 31, 2018 | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) CreditFacility | Jun. 30, 2022 USD ($) | Aug. 03, 2023 USD ($) | Aug. 02, 2023 USD ($) | Dec. 31, 2022 USD ($) | Nov. 11, 2022 USD ($) | |
Line Of Credit Facility [Line Items] | ||||||||||
Debt instrument outstanding amount | $ 29,665 | $ 29,665 | ||||||||
Revolving Credit Facility | Subsequent Event | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Line of credit maximum borrowing capacity | $ 70,000 | |||||||||
Bank of America | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Line of credit interest expense | $ 12 | $ 11 | $ 200 | $ 21 | ||||||
Bank of America | Term Loan | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Debt instrument payment terms | thirty-six equal monthly installments | |||||||||
Interest rate | 3.49% | |||||||||
Debt instrument outstanding amount | $ 0 | $ 0 | ||||||||
Bank of America | Notes Payable | Term Loan | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Debt instrument principal amount | $ 1,000 | $ 1,000 | ||||||||
Bank of America | Revolving Credit Facility | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Number of credit facilities | CreditFacility | 1 | |||||||||
Line of credit interest rate | 9.25% | 2.11% | 9.25% | 2.11% | ||||||
Line of credit outstanding amount | $ 21,200 | $ 21,200 | $ 0 | |||||||
Line of credit maximum borrowing capacity | $ 50,000 | |||||||||
Bank of America | Revolving Credit Facility | Subsequent Event | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Line of credit maximum borrowing capacity | $ 70,000 | |||||||||
Bank of America | Non-Revolving Credit Facility | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Number of credit facilities | CreditFacility | 3 | |||||||||
Bank of America | Fixed Line 1 | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Line of credit interest rate | 7.06% | 3.51% | 7.06% | 3.51% | ||||||
Line of credit outstanding amount | $ 49 | $ 49 | 100 | |||||||
Line of credit remaining borrowing capacity | 0 | $ 0 | ||||||||
Line of credit frequency of principal payments description | sixty equal monthly installments | |||||||||
Bank of America | Fixed Line 1 | Secured Overnight Financing Rate (SOFR) Simple ARR | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Line of credit basis spread on variable rate | 2% | |||||||||
Bank of America | Fixed Line 1 | Notes Payable | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Line of credit maximum borrowing capacity | 1,000 | $ 1,000 | ||||||||
Bank of America | Fixed Line 2 | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Line of credit outstanding amount | 400 | 400 | $ 500 | |||||||
Line of credit remaining borrowing capacity | 0 | 0 | ||||||||
Line of credit frequency of principal payments description | sixty equal monthly installments | |||||||||
Bank of America | Fixed Line 2 | Notes Payable | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Line of credit maximum borrowing capacity | $ 1,000 | $ 1,000 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||
Notes payable | $ 29,172 | $ 26,444 |
Less: current portion | (12,438) | (10,168) |
Notes payable, less current portion | 16,734 | 16,276 |
Owners of Acquired Entity | Related Party | ||
Debt Instrument [Line Items] | ||
Notes payable | 6,803 | 8,134 |
Related Parties | Shareholders | ||
Debt Instrument [Line Items] | ||
Discounts on notes payable issued as consideration in acquisitions: | (135) | (177) |
Related Parties | Owners of Acquired Entity | ||
Debt Instrument [Line Items] | ||
Discounts on notes payable issued as consideration in acquisitions: | (358) | (581) |
Unrelated Third Parties | Purchase of Software and Vehicles | Nonrelated Party | ||
Debt Instrument [Line Items] | ||
Notes payable | 40 | 55 |
Unrelated Third Parties | Purchase of Intangible Asset | Nonrelated Party | ||
Debt Instrument [Line Items] | ||
Notes payable | 50 | 50 |
Unrelated Third Parties | Fixed Line | Nonrelated Party | ||
Debt Instrument [Line Items] | ||
Notes payable | $ 491 | $ 773 |
Notes Payable | Convertible Notes Payable | Minimum | ||
Debt Instrument [Line Items] | ||
Interest rate | 4.75% | 4.75% |
Notes Payable | Convertible Notes Payable | Maximum | ||
Debt Instrument [Line Items] | ||
Interest rate | 7% | 7% |
Notes Payable | Shareholders | Minimum | ||
Debt Instrument [Line Items] | ||
Interest rate | 3.25% | 3.25% |
Notes Payable | Shareholders | Maximum | ||
Debt Instrument [Line Items] | ||
Interest rate | 11% | 11% |
Notes Payable | Owners of Acquired Entity | Minimum | ||
Debt Instrument [Line Items] | ||
Interest rate | 3.25% | 3.25% |
Notes Payable | Owners of Acquired Entity | Maximum | ||
Debt Instrument [Line Items] | ||
Interest rate | 7% | 7% |
Interest Rate 3.25% - 7.50% | Shareholders | Related Party | ||
Debt Instrument [Line Items] | ||
Notes payable | $ 15,942 | $ 11,515 |
Interest Rate 4.75% - 7.00% | Convertible Notes Payable | Related Party | ||
Debt Instrument [Line Items] | ||
Notes payable | $ 6,339 | $ 6,675 |
Notes Payable - Additional Info
Notes Payable - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Aug. 31, 2022 | Jul. 31, 2022 | |
Project Design Consultants, LLC (“PDC”) | Convertible Notes Payable | |||||||
Debt Instrument [Line Items] | |||||||
Promissory notes convertible to common stock | $ 4 | ||||||
Promissory note interest rate | 4.75% | ||||||
Price per share (in dollars per share) | $ 14 | $ 14 | $ 14 | ||||
Number of business days notice to the company | 10 days | ||||||
Net proceeds from sale of common stock | $ 0.3 | ||||||
Number of shares issued and sold (in shares) | 24,001 | ||||||
Anchor Consultants, LLC (“Anchor”) | Convertible Notes Payable | |||||||
Debt Instrument [Line Items] | |||||||
Promissory notes convertible to common stock | $ 1.1 | ||||||
Promissory note interest rate | 5.50% | ||||||
Price per share (in dollars per share) | $ 18 | ||||||
Number of business days notice to the company | 10 days | ||||||
H2H Geoscience Engineering, PLLC | Convertible Notes Payable | |||||||
Debt Instrument [Line Items] | |||||||
Promissory notes convertible to common stock | $ 1.6 | ||||||
Promissory note interest rate | 7% | ||||||
Price per share (in dollars per share) | $ 18 | ||||||
Number of business days notice to the company | 10 days | ||||||
Notes Payable | |||||||
Debt Instrument [Line Items] | |||||||
Interest expense | $ 0.5 | $ 0.1 | $ 0.9 | $ 0.2 |
Notes Payable - Schedule of Fut
Notes Payable - Schedule of Future Principal Payments on Notes Payable (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Debt Instruments [Abstract] | |
2023 | $ 7,221 |
2024 | 11,230 |
2025 | 7,105 |
2026 | 2,917 |
2027 | 1,192 |
Thereafter | 0 |
Total | $ 29,665 |
Pension and Post-retirement B_3
Pension and Post-retirement Benefit Obligations - Net Periodic Benefit Costs (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Postemployment Benefits [Abstract] | ||||
Service costs | $ 53,000 | $ 0 | $ 64,000 | $ 0 |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Interest Cost, Statement Of Income Or Comprehensive Income Extensible List Not Disclosed Flag | true | |||
Interest costs | 25,000 | 0 | $ 93,000 | 0 |
Amortization of net gain | (10,000) | 0 | (21,000) | 0 |
Net periodic benefit cost | 68,000 | $ 0 | 136,000 | $ 0 |
Required minimum contributions for the pension plans | $ 0 | $ 0 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Aug. 31, 2022 | |
Related Party Transaction [Line Items] | ||||||
Accounts receivable | $ 81,874,000 | $ 81,874,000 | $ 64,443,000 | |||
Related Party | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transactions due | 100,000 | 100,000 | 200,000 | |||
Related Party | 2015 Acquisition | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transactions owed | 100,000 | 100,000 | 200,000 | |||
Related Party | KTA Group Inc. | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transactions owed | 8,100,000 | 8,100,000 | 11,500,000 | |||
BCG Chantilly, LLC | Related Party | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transactions owed | 0 | 0 | 0 | |||
Rent expense | 21,000 | $ 21,000 | 41,000 | $ 41,000 | ||
Bowman Lansdowne Development L L C | President, Chairman and Chief Executive Officer | ||||||
Related Party Transaction [Line Items] | ||||||
Notes receivable | 500,000 | 500,000 | 500,000 | |||
Lansdowne Development Group, LLC | Related Party | ||||||
Related Party Transaction [Line Items] | ||||||
Notes receivable | 400,000 | 400,000 | 400,000 | |||
Accounts receivable | 100,000 | 100,000 | 100,000 | |||
Bowman Realty Investments2010 L L C | President, Chairman and Chief Executive Officer | ||||||
Related Party Transaction [Line Items] | ||||||
Notes receivable | 200,000 | 200,000 | 200,000 | |||
Alwington Farm Developers, LLC | Related Party | ||||||
Related Party Transaction [Line Items] | ||||||
Notes receivable | 1,200,000 | 1,200,000 | $ 1,200,000 | |||
MREC Shenandoah VA, LLC | President, Chairman and Chief Executive Officer | ||||||
Related Party Transaction [Line Items] | ||||||
Invoices | 100,000 | 100,000 | 100,000 | 100,000 | ||
Received payments | 100,000 | 100,000 | 100,000 | 100,000 | ||
Administrative, Accounting and Project Management Services | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transactions due | 30,000 | 38,000 | 30,000 | 38,000 | ||
Administrative, Accounting and Project Management Services | Related Party | ||||||
Related Party Transaction [Line Items] | ||||||
General and administrative expense | 29,000 | 33,000 | ||||
Reimbursement Obligations | President, Chairman and Chief Executive Officer | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transactions owed | $ 100,000 | $ 100,000 | ||||
Mr. Bowman, Mr. Bruen and Mr. Hickey | BCG Chantilly, LLC | Related Party | ||||||
Related Party Transaction [Line Items] | ||||||
Ownership percentage | 63.60% | 63.60% | ||||
Lake Frederick Holdings, LLC | MREC Shenandoah VA, LLC | ||||||
Related Party Transaction [Line Items] | ||||||
Ownership percentage | 92% | 92% | ||||
Bowman Lansdowne Development, LLC and Bowman Realty Investments 2013 LLC | MREC Shenandoah VA, LLC | ||||||
Related Party Transaction [Line Items] | ||||||
Ownership percentage | 8% | 8% | ||||
Mr. Bowman | MREC Shenandoah VA, LLC | ||||||
Related Party Transaction [Line Items] | ||||||
Ownership percentage | 100% | 100% | ||||
Gregory Bowman | Related Party | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transactions due | $ 71,000 | $ 65,000 | $ 71,000 | $ 65,000 | ||
Sunrise Asset Management | ||||||
Related Party Transaction [Line Items] | ||||||
Ownership percentage | 100% |
Employee Stock Purchase and S_3
Employee Stock Purchase and Stock Incentive Plans - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Apr. 30, 2021 | Jun. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
New option shares granted (in shares) | 0 | |||
Number of shares vested (in shares) | (2,502,872) | |||
Number of unvested stock awards vesting start date | Jul. 01, 2023 | |||
Number of unvested stock awards vesting end date | Dec. 31, 2027 | |||
Restricted Shares | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Options vesting period | 4 years | |||
Number of shares granted (in shares) | 632,091 | |||
Number of shares vested (in shares) | (648,215) | |||
Performance Based Stock Units | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of shares granted (in shares) | 245,710 | |||
Number of shares vested (in shares) | 0 | |||
Two Thousand Twenty One Employee Stock Purchase Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common stock purchase percentage | 15% | |||
Period prior to last day of offering period | 30 days | |||
Bowman Consulting Group Ltd. 2021 Omnibus Equity Incentive Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
New option shares granted (in shares) | 0 | |||
Intrinsic value per share of options (in dollars per share) | $ 25.60 | $ 15.57 | ||
Cash payments received from exercise of options | $ 14,601 | $ 14,601 | ||
Compensation costs | 0 | 0 | ||
Unrecognized compensation costs | $ 0 | $ 0 | ||
Common stock authorized and reserved for issuance (in shares) | 4,128,557 | 4,128,557 | ||
Percentage of common stock reserve automatically increases | 5% | |||
Bowman Consulting Group Ltd. 2021 Omnibus Equity Incentive Plan | Minimum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Options vesting period | 2 years | |||
Bowman Consulting Group Ltd. 2021 Omnibus Equity Incentive Plan | Maximum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Options vesting period | 5 years | |||
Bowman Consulting Group Ltd. Stock Bonus Plan | Restricted Shares | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of shares granted (in shares) | 0 | |||
2021 Executive Officers Long Term Incentive Plan | Performance Based Stock Units | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Options vesting period | 2 years 10 months 28 days | |||
Number of shares granted (in shares) | 245,710 |
Employee Stock Purchase and S_4
Employee Stock Purchase and Stock Incentive Plans - Schedule of Stock Issuance Activity Under Employee Stock Purchase Plan (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||||
Total purchase price paid by employees for shares sold | $ 379 | $ 311 | $ 763 | $ 593 |
Number of shares sold (in shares) | 31,097 |
Employee Stock Purchase and S_5
Employee Stock Purchase and Stock Incentive Plans - Summary of Status of Stock Options Exercised, Including Substantive Options (Details) | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Number of shares | |
Outstanding, beginning balance (in shares) | shares | 10,030 |
Granted (in shares) | shares | 0 |
Exercised (in shares) | shares | (2,419) |
Expired or cancelled (in shares) | shares | 0 |
Outstanding, ending balance (in shares) | shares | 7,611 |
Weighted Average Exercise Price | |
Beginning balance (in dollars per share) | $ / shares | $ 5.99 |
Granted (in dollars per share) | $ / shares | 0 |
Exercised (in dollars per share) | $ / shares | 5.96 |
Expired or cancelled (in dollars per share) | $ / shares | 0 |
Ending balance (in dollars per share) | $ / shares | $ 6 |
Employee Stock Purchase and S_6
Employee Stock Purchase and Stock Incentive Plans - Summary of Information about Options Outstanding and Exercisable (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Exercise Price (in dollars per share) | $ 6.28 | $ 6.28 |
Total Outstanding (in shares) | 7,611 | 10,030 |
Weighted Average Remaining Life (Years) | 5 years | 5 years |
Weighted Average Exercise Price (in dollars per share) | $ 6 | $ 5.99 |
Total Exercisable (in shares) | 7,611 | 10,030 |
Employee Stock Purchase and S_7
Employee Stock Purchase and Stock Incentive Plans - Summary of Activity of Restricted Shares Subject to Forfeiture (Details) | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Number of shares | |
Vested (in shares) | (2,502,872) |
Restricted Shares | |
Number of shares | |
Beginning balance (in shares) | 1,837,309 |
Granted (in shares) | 632,091 |
Vested (in shares) | (648,215) |
Cancelled (in shares) | (11,452) |
Ending balance (in shares) | 1,809,733 |
Weighted Average Grant Price | |
Beginning balance (in dollars per share) | $ / shares | $ 14.33 |
Granted (in dollars per share) | $ / shares | 39.84 |
Vested (in dollars per share) | $ / shares | 12.26 |
Cancelled (in dollars per share) | $ / shares | 18 |
Ending balance (in dollars per share) | $ / shares | $ 17.79 |
Employee Stock Purchase and S_8
Employee Stock Purchase and Stock Incentive Plans - Summary of Activity of Performance Stock Units Subject to Forfeiture (Details) | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Number of shares | |
Vested (in shares) | (2,502,872) |
Performance Based Stock Units | |
Number of shares | |
Beginning balance (in shares) | 447,429 |
Granted (in shares) | 245,710 |
Vested (in shares) | 0 |
Cancelled (in shares) | 0 |
Ending balance (in shares) | 693,139 |
Weighted Average Grant Price | |
Beginning balance (in dollars per share) | $ / shares | $ 12.95 |
Granted (in dollars per share) | $ / shares | 22.94 |
Vested (in dollars per share) | $ / shares | 0 |
Cancelled (in dollars per share) | $ / shares | 0 |
Ending balance (in dollars per share) | $ / shares | $ 16.49 |
Employee Stock Purchase and S_9
Employee Stock Purchase and Stock Incentive Plans - Summary of Change in Liability to Common Shares Subject to Repurchase and Associated Non-Cash Compensation Expense (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Beginning Balance | $ 0 | $ 7 |
Non-cash compensation from ratable vesting | 0 | 0 |
Non-cash compensation from change in fair value of liability | 0 | 0 |
Other stock activity, net | 0 | (7) |
Reclassification upon modification | 0 | 0 |
Ending balance | $ 0 | $ 0 |
Employee Stock Purchase and _10
Employee Stock Purchase and Stock Incentive Plans - Summary of Future expense of Unvested Awards (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Schedule Of Future Expense Of Unvested Awards [Abstract] | |
2023 | $ 12,414 |
2024 | 15,728 |
2025 | 7,177 |
2026 | 694 |
Thereafter | 13 |
Total | $ 36,026 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Millions | Jun. 30, 2023 USD ($) |
Lessee, Lease, Description [Line Items] | |
Bargain purchase price | $ 2.4 |
Finance lease liability | $ 20.8 |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Capital leases payment terms on lease agreements | 30 months |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Capital leases payment terms on lease agreements | 50 months |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Assets: | ||
Operating lease assets | $ 39,476 | $ 30,264 |
Finance lease assets | 19,510 | 18,580 |
Total lease assets | $ 58,986 | $ 48,844 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property and equipment, net | Property and equipment, net |
Current: | ||
Operating lease liabilities | $ (8,153) | $ (6,949) |
Finance lease liabilities | (6,001) | (5,297) |
Total current lease liabilities | (14,154) | (12,246) |
Non-Current Liabilities | ||
Operating lease liabilities | (36,610) | (28,087) |
Finance lease liabilities | (14,619) | (14,254) |
Total non-current lease liabilities | $ (51,229) | $ (42,341) |
Leases - Selected Financial Inf
Leases - Selected Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Leases [Abstract] | |||||
Amortization of right-of-use assets | $ 2,711 | $ 1,948 | $ 5,204 | $ 3,679 | |
Finance lease cost: | |||||
Amortization of right-of-use assets | 1,778 | 1,776 | 3,448 | 3,401 | |
Interest on lease liabilities | 367 | 227 | 723 | 439 | |
Sublease Income | (22) | 0 | (22) | 0 | |
Total lease cost | $ 4,834 | $ 3,951 | 9,353 | 7,519 | |
Cash paid for amounts included in the measurements of lease liabilities | |||||
Operating cash flows from operating leases | 8,510 | 7,008 | |||
Operating cash flows from finance leases | 722 | 439 | |||
Financing cash flows from finance leases | 3,285 | 2,963 | |||
Financing cash flows from finance leases | 13,255 | 25,733 | |||
Right-of-use assets obtained in exchange for new finance leases | $ 4,377 | $ 4,618 | |||
Weighted average remaining lease term (in years): | |||||
Operating leases | 5 years 5 months 26 days | 5 years 5 months 26 days | 5 years 7 months 13 days | ||
Finance leases | 3 years | 3 years | 3 years 3 months 10 days | ||
Weighted average discount rates: | |||||
Operating leases | 6.90% | 6.90% | 7.10% | ||
Finance leases | 7.40% | 7.40% | 7.40% |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Commitments Under Leases (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Operating Lease | |
2023 (six months remaining) | $ 5,404 |
2024 | 10,511 |
2025 | 9,795 |
2026 | 8,127 |
2027 | 7,101 |
Thereafter | 13,383 |
Total lease payments | 54,321 |
Less: Amounts representing interest | (9,558) |
Total lease liabilities | 44,763 |
Finance Lease | |
2023 (six months remaining) | 3,788 |
2024 | 6,900 |
2025 | 6,640 |
2026 | 3,205 |
2027 | 237 |
Thereafter | 0 |
Total lease payments | 20,770 |
Less: Amounts representing interest | (2,580) |
Total lease liabilities | $ 18,190 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Revolving Credit Facility - USD ($) $ in Millions | Aug. 03, 2023 | Aug. 02, 2023 | Nov. 11, 2022 |
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Line of credit maximum borrowing capacity | $ 70 | ||
Bank of America | |||
Subsequent Event [Line Items] | |||
Line of credit maximum borrowing capacity | $ 50 | ||
Bank of America | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Line of credit maximum borrowing capacity | $ 70 |