Bowman(US:BWMN)2023-03-14 16:00PART I Item 1. Business Bowman Consulting Group provides engineering and consulting services, growing through acquisitions and organic expansion in the built environment Overview Bowman, founded in 1995, is a diversified professional services firm with $262 million revenue in FY2022, focusing on recurring revenue and growth through acquisitions while managing risk Company Scale and Performance (as of Dec 31, 2022) | Metric | Value | | :--- | :--- | | FY2022 Revenue | $262M | | Employees | Nearly 1,600 | | Office Locations | Over 70 (US & Mexico) | | ENR 2022 Ranking | 118 Top 500 Design Firms | - Over 70% of revenues for both 2022 and 2021 came from repeat customers, reflecting a strategic focus on long-term relationships to ensure predictable revenue streams189 - The company has a highly acquisitive history, closing 17 acquisitions since its IPO, targeting firms with revenues typically between $3 million and $5 million to enhance earnings, diversify markets, and acquire talent225 - Bowman manages risk by focusing exclusively on professional and related services, avoiding general contracting, design-build partnerships, and inventory of heavy equipment, with contract loss risk generally limited to internal labor costs on fixed-fee assignments228 Our Markets Bowman operates in a large and fragmented engineering services market, serving diverse sectors including Building Infrastructure, Transportation, and Power & Utilities, strategically focusing on markets with high potential for recurring revenue and aging infrastructure needs Gross Contract Revenue by Market | Market | 2022 Revenue % | 2021 Revenue % | | :--- | :--- | :--- | | Building Infrastructure | 65.1% | 70.2% | | Transportation | 17.1% | 11.0% | | Power & Utilities | 12.5% | 15.0% | | Emerging Markets (Renewables, Mining, etc.) | 5.3% | 3.8% | - The company strategically diversifies its markets to reduce dependence on any single segment and mitigate the effects of business cycles235 - Growth initiatives focus on markets characterized by recurring revenue potential, infrastructure upgrade needs, renewable energy activities, economic vitality, and complex regulatory requirements235268 Growth Strategies Bowman's growth strategy combines robust organic growth with strategic acquisitions, aiming to become an ENR Top 50 firm within five years of its IPO by leveraging scalable infrastructure and stringent acquisition criteria - The company aims to become an Engineering News-Record (ENR) Top 50 firm within five years of its IPO, with acquisitive growth being the principal driver195 - A scalable organizational infrastructure has been built to accommodate significant growth without a proportional increase in expenses, aiming to expand operating margins268 - Acquisition targets are evaluated based on strategic objectives, including opportunities for cross-selling, cultural compatibility, and accretion to leadership talent186271 - Geographic expansion focuses on North America, targeting MSAs with large populations, high real estate trend rankings, and a skilled labor force202299 Description of Services Bowman provides a comprehensive suite of professional services for the built environment, including Civil and Site Engineering, Transportation, Construction Management, and various specialized consulting services - The company offers a broad array of services, positioning itself as a one-stop solution for clients with both simple and complex assignments273 - Key service areas include: - Civil/Site Engineering - Transportation - Construction Management - Commissioning & Energy Efficiency - Environmental Consulting - Surveying & Geospatial Engineering - Landscape Architecture - Land Procurement & Right-of-Way - Mechanical, Electrical & Plumbing (MEP) - Structural Engineering - Water Resources323301302327 Acquisitions Acquisitions are a core component of Bowman's growth strategy, with 17 completed since its IPO, targeting strategic service line extensions and complementary geographic footprints, with recent deals including SEI Engineering, Spatial Acuity, and H2H Geosciences - The company has completed over 30 acquisitions in the last fifteen years, and 17 since its IPO, using them to establish new geographic footprints, add service lines, and expand end markets248334 - Recent acquisitions in late 2022 include SEI Engineering (solar), Spatial Acuity (geospatial), and H2H (geosciences), with a total consideration of approximately $8.6 million337312313338 - A significant acquisition in Q2 2022 was McMahon Associates, Inc., a transportation planning and engineering firm, for a total consideration of $18.3 million249 Contracts and Backlog Bowman's gross backlog grew 45.5% to $243 million at year-end 2022, driven by expansion and new commitments, with over 70% of 2022 revenue from lump sum contracts Gross Backlog by Market (Year-End) | Market | Dec 31, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | Building Infrastructure | 51.2% | 62.3% | | Transportation | 30.6% | 19.0% | | Power & Utilities | 13.4% | 16.2% | | Other Emerging Markets | 4.8% | 2.5% | | Total Gross Backlog | $243M | $167M | - Gross backlog increased by 45.5% to $243 million as of December 31, 2022, compared to $167 million a year prior, with the transportation backlog's share increasing significantly due to the McMahon acquisition344 - In FY2022, over 70% of revenue was derived from lump sum (fixed price) assignments, with approximately 23% from hourly assignments317 Competition The engineering and consulting industry is highly fragmented and competitive, with Bowman leveraging its diversified services, quality, and scale as competitive advantages against local, regional, and national firms - The industry is highly fragmented, and competition based on pricing, schedule, and technical sophistication can place downward pressure on contract prices and profit margins5 - Key competitive differentiators for Bowman are considered to be value, quality, reputation, and scale, which are particularly important for complex projects371 - Significant barriers to entry include professional licensing, insurance requirements, and the financial and professional resources needed to execute large, complex projects348 Human Capital and Regulation Bowman had nearly 1,600 employees as of December 31, 2022, focusing on talent retention and professional development, while operating under various federal, state, and local regulations, including professional licensing and government contracting rules - As of December 31, 2022, the company had nearly 1,600 employees, with approximately 33% holding professional certifications, emphasizing a culture of ownership and professional growth to attract and retain talent197372 - The company is licensed to operate in all states within the continental United States, forming professional services corporations where necessary to meet state-specific licensing requirements355185 - Operations are subject to numerous laws and regulations, including the Federal Acquisition Regulation (FAR), the Civil False Claims Act, and various environmental, health, and safety laws like CERCLA1378 Item 1A. Risk Factors The company faces comprehensive risks, including intense competition, acquisition integration challenges, economic cyclicality, dependence on key personnel, government contract complexities, and stock price volatility Risks Relating to Our Business and Industry The company faces business and industry risks such as intense competition, acquisition integration challenges, economic cyclicality, liability from services, fixed-price contract cost overruns, and cybersecurity threats - The business is highly competitive, which can lead to downward pressure on prices and less favorable contract terms5412 - Failure to successfully integrate acquired businesses could harm operations and prevent the realization of expected synergies and cost savings438413 - Demand is cyclical and vulnerable to economic downturns, which could lead clients to postpone or cancel projects, impacting revenue and profitability4389422 - Fixed-price contracts, which constituted approximately 70% of gross revenues in 2022, subject the company to the risk of cost overruns if estimates are inaccurate or circumstances change27 - Backlog of approximately $243 million as of December 31, 2022, is not a guarantee of future revenue, as contracts can be cancelled, suspended, or adjusted by clients26400 - The company faces increased cybersecurity risks due to remote work and reliance on third-party software and infrastructure, with potential threats from hackers and organized cyber-attacks1731464 Risks Relating to Government Contracts, Regulation and Litigation Risks from government contracts include discretionary termination, complex procurement rules, and potential penalties, alongside liabilities from environmental laws and increased tax burdens from changes in R&D capitalization - Government contracts can be modified, curtailed, or terminated at the government's discretion, which could prevent the company from recognizing all potential revenue and profit59448 - Failure to comply with complex procurement rules (e.g., FAR) can result in severe penalties, including contract termination, fines, and suspension or debarment from future government contracting44362 - The company is subject to strict environmental laws like CERCLA, which can impose significant liabilities for hazardous material remediation, potentially without regard to fault65453 - Changes in tax laws, particularly the requirement to capitalize and amortize R&D costs under the 2017 Tax Cut & Jobs Act, could significantly increase tax payments48 Risks Relating to Our Common Stock Risks to common stock include high price volatility, the CEO's significant influence (19.04% ownership), potential dilution from future stock issuances, anti-takeover provisions, and reduced reporting requirements as an 'emerging growth company' - The market price of the common stock has been and may continue to be highly volatile51457 - The President, Chairman, and CEO, Gary Bowman, beneficially owned approximately 19.04% of the common stock as of March 15, 2023, giving him significant influence over stockholder votes7191 - Anti-takeover provisions, such as a staggered board and prohibitions on stockholder action by written consent, could delay or prevent a change of control, potentially limiting the market price of the stock9675 - As an 'emerging growth company' under the JOBS Act, the company takes advantage of exemptions from certain reporting requirements, which may make its common stock less attractive to some investors78101 - The company does not anticipate paying cash dividends in the foreseeable future, meaning capital appreciation will be the sole source of gain for stockholders80104 Item 1B. Unresolved Staff Comments The company reports that it has no unresolved staff comments from the SEC - None105 Item 2. Properties The company does not own any real property, operating from over 65 leased locations nationally, with its principal executive office leased in Reston, Virginia - The company does not own any real property and operates out of more than 65 leased locations nationally106 - The principal executive office is located at 12355 Sunrise Valley Drive, Suite 520, Reston, Virginia 20191, under a seven-year lease106 Item 3. Legal Proceedings The company is subject to various legal proceedings in the normal course of business but reports no material adverse litigation as of the Annual Report date - As of the report date, the company is not party to any litigation expected to have a material adverse effect on its financial position or results of operations107 Item 4. Mine Safety Disclosures The company reports that there are no mine safety disclosures to be made - None108 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities The company's common stock trades on Nasdaq under "BWMN", has never paid cash dividends, and repurchased 54,637 shares in Q4 2022 for tax obligations, with no public share repurchase program activity - The company's common stock trades on the Nasdaq Global Market under the symbol "BWMN"85 - The company has never paid cash dividends and does not anticipate paying them in the foreseeable future133 - In Q4 2022, 54,637 shares were repurchased from employees to cover tax withholding on vested shares, with no shares purchased under the publicly announced share repurchase program88137 - Unregistered securities were issued as partial consideration for acquisitions, including 134,042 shares for Spatial Acuity, LLC and a $1.6 million convertible note for H2H Geoscience Engineering, PLLC134110 Item 6. [Reserved] This item is marked as reserved, indicating no selected financial data is presented in this section - This section is marked as [RESERVED]137 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations MD&A details the company's financial performance, showing 74.5% gross contract revenue growth to $261.7 million and a significant increase in net income to $5.0 million in FY2022, supported by strong liquidity and an active acquisition strategy Overview The company's overview highlights its diversified professional services model, reporting $261.7 million in gross contract revenue and $5.0 million net income for 2022, alongside a $13.7 million net proceeds common stock offering FY 2022 vs. FY 2021 Key Financials | Metric | FY 2022 | FY 2021 | | :--- | :--- | :--- | | Gross Contract Revenue | $261.7M | $150.0M | | Net Income | $5.0M | $0.3M | | Adjusted EBITDA (Non-GAAP) | $34.0M | $16.5M | - The company operates as a single business segment, providing multi-disciplinary professional engineering solutions119 - A follow-on common stock offering in February 2022 raised approximately $16.9 million in total gross proceeds, with net proceeds to the company of about $16.1 million after including the over-allotment option142144 Results of Operations (2022 vs. 2021) Gross contract revenue increased 74.5% to $261.7 million in 2022, driven by acquisitions and organic growth, leading to a significant rise in net income to $5.0 million from $0.3 million in 2021 Gross Contract Revenue Growth (2022 vs. 2021) | Category | 2022 | 2021 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Total GCR | $261.7M | $150.0M | $111.7M | 74.5% | | Organic | $193.3M | $148.0M | $45.2M | 30.6% | | Acquired | $68.5M | $1.9M | $66.5M | n/a | Gross Contract Revenue by Market (2022 vs. 2021) | Market | 2022 Revenue | 2021 Revenue | % Change | | :--- | :--- | :--- | :--- | | Building Infrastructure | $170.4M | $105.2M | 61.9% | | Transportation | $44.8M | $16.5M | 171.2% | | Power & Utilities | $32.7M | $22.5M | 45.0% | | Other Emerging Markets | $13.8M | $5.7M | 142.9% | - Direct payroll costs increased 68.5% to $100.1 million due to increased staffing from organic growth and acquisitions714 - Selling, general and administrative (SG&A) expenses increased 70.7% to $117.8 million, primarily due to a $21.4 million increase in indirect labor and a $17.3 million increase in general overhead costs associated with growth and operating as a public company716 - Net income increased by $4.7 million (1566.7%) to $5.0 million for the year ended December 31, 2022718 Non-GAAP Measures and Key Performance Indicators The company's non-GAAP measures show Net Service Billing increased 74.4% to $235.2 million, Adjusted EBITDA grew 106.4% to $34.0 million, and backlog rose 45.5% to $243 million in 2022 Reconciliation of Net Income to Adjusted EBITDA (in thousands) | Line Item | For The Year Ended Dec 31, 2022 | For The Year Ended Dec 31, 2021 | | :--- | :--- | :--- | | Net Income | $5,005 | $299 | | + Interest Expense | $2,457 | $918 | | + Depreciation & Amortization | $12,251 | $6,371 | | + Tax Expense (Benefit) | ($3,269) | ($1,579) | | EBITDA | $16,444 | $6,009 | | + Non-cash Stock Compensation | $15,409 | $8,217 | | + Other Adjustments | $2,169 | $2,259 | | Adjusted EBITDA | $34,022 | $16,485 | Reconciliation of Gross Revenue to Net Service Billing (in thousands) | Line Item | For The Year Ended Dec 31, 2022 | For The Year Ended Dec 31, 2021 | | :--- | :--- | :--- | | Gross Revenue | $261,714 | $149,970 | | Less: Sub-consultants & other direct expenses | $26,510 | $15,116 | | Net Service Billing | $235,204 | $134,854 | - Backlog increased by $76 million, or 45.5%, to approximately $243 million at the end of 2022, up from $167 million at the end of 2021740 Liquidity and Capital Resources Bowman's liquidity is strong, with $9.2 million cash from operations in 2022 and a $50.0 million revolving credit facility, supporting its active acquisition strategy and future operations Consolidated Statement of Cash Flows Summary (in thousands) | Cash Flow Activity | For The Year Ended Dec 31, 2022 | For The Year Ended Dec 31, 2021 | | :--- | :--- | :--- | | Net cash provided by operating activities | $9,170 | $4,717 | | Net cash used in investing activities | ($18,754) | ($21,534) | | Net cash provided by financing activities | $2,247 | $37,050 | | Change in cash and cash equivalents | ($7,337) | $20,233 | - The company maintains a $50.0 million revolving credit facility with Bank of America, which had no outstanding balance as of December 31, 2022748767 - The company is actively pursuing acquisitions and expects to use a meaningful portion of its liquidity and capital resources for this purpose742 - A share repurchase program for up to $10.0 million of common stock was authorized in November 2022, but no shares have been repurchased under this program to date743 Critical Accounting Policies and Estimates Management identifies critical accounting policies including Revenue Recognition for lump sum contracts, annual Goodwill and Intangible Assets impairment testing, and Income Tax policies involving R&D tax credits - Revenue for lump sum contracts is recognized over time using a cost-basis percentage of completion method, requiring management estimates of total contract value and expected costs156124 - Goodwill is tested for impairment annually as of October 1, with no impairment recorded in 2022 or 2021 as the fair value of the single reporting unit exceeded its carrying value158175 - The company receives an annual R&D tax credit, which reduces its tax provision, with the estimate reconciled in the subsequent year upon tax return filing160 Item 7A. Quantitative and Qualitative Disclosures About Market Risk As a smaller reporting company, Bowman is not required to provide quantitative and qualitative disclosures about market risk - As a smaller reporting company, the company is not required to provide the information required by this item771 Item 8. Financial Statements and Supplementary Data This section refers to the full consolidated financial statements and supplementary data, which are included as a separate section of the report starting on page F-1 - The required financial statements are submitted as a separate section beginning on page F-1 of the Annual Report798 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure The company reports that there were no changes in or disagreements with its accountants on accounting and financial disclosure - None755 Item 9A. Controls and Procedures Management concluded that the company's disclosure controls and internal control over financial reporting were effective as of December 31, 2022, with no material changes during the period - Management concluded that as of December 31, 2022, the company's disclosure controls and procedures were effective at the reasonable assurance level756 - Based on an assessment using the COSO framework, management determined that the company's internal control over financial reporting was effective as of December 31, 2022757 - No changes in internal control over financial reporting occurred during the period that materially affected, or are reasonably likely to materially affect, these controls910 Item 9B. Other Information The company reports that there is no other information to disclose for this item - Not applicable774 Financial Statements and Supplementary Data Report of Independent Registered Public Accounting Firm Ernst & Young LLP issued an unqualified opinion on Bowman's consolidated financial statements for 2022 and 2021, confirming fair presentation in conformity with U.S. GAAP and noting the adoption of ASU No. 2016-02 - Ernst & Young LLP issued an unqualified (clean) opinion on the company's consolidated financial statements790 - The audit was conducted in accordance with the standards of the Public Company Accounting Oversight Board (PCAOB)826 - The report highlights the company's change in accounting method for leases in 2022 due to the adoption of ASU No. 2016-02808825 Consolidated Financial Statements The consolidated financial statements show total assets grew to $255.8 million in 2022, with gross contract revenue increasing to $261.7 million and net income rising to $5.0 million, reflecting significant growth driven by acquisitions Consolidated Balance Sheet Summary (in thousands) | Account | Dec 31, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | Total Current Assets | $102,130 | $74,409 | | Goodwill | $53,210 | $28,471 | | Total Assets | $255,757 | $138,170 | | Total Current Liabilities | $69,077 | $32,854 | | Total Liabilities | $132,898 | $59,757 | | Total Shareholders' Equity | $122,859 | $78,413 | Consolidated Income Statement Summary (in thousands) | Account | Year Ended Dec 31, 2022 | Year Ended Dec 31, 2021 | | :--- | :--- | :--- | | Gross Contract Revenue | $261,714 | $149,970 | | Income from Operations | $5,120 | $160 | | Net Income | $5,005 | $299 | | Diluted EPS | $0.37 | $0.03 | Consolidated Cash Flow Summary (in thousands) | Account | Year Ended Dec 31, 2022 | Year Ended Dec 31, 2021 | | :--- | :--- | :--- | | Net cash provided by operating activities | $9,170 | $4,717 | | Net cash used in investing activities | ($18,754) | ($21,534) | | Net cash provided by financing activities | $2,247 | $37,050 | Notes to Consolidated Financial Statements The notes provide detailed explanations of accounting policies, significant business acquisitions, goodwill and intangible assets, debt facilities, and employee stock and retirement plans, supporting the consolidated financial statements Note 2: Significant Accounting Policies This note details significant accounting policies, including revenue recognition for fixed-price contracts, the adoption of the new lease standard (ASU 2016-02) on January 1, 2022, and annual goodwill impairment testing - The company adopted the new lease standard ASU 2016-02 on January 1, 2022, using a modified retrospective approach, which required recognizing right-of-use assets and lease liabilities on the balance sheet658659 - Revenue from fixed-price contracts is recognized over time using a cost-to-cost input method (percentage of completion), which requires estimates of total costs692 - Goodwill is tested for impairment annually on October 1 at the single reporting unit level, with no impairment recorded for 2022 or 2021528824 Note 4: Acquisitions This note details significant acquisition activity in 2021 and 2022, including McMahon Associates for $18.2 million and Project Design Consultants for $14.2 million, which are core to the company's growth strategy - Acquired McMahon Associates, Inc. on May 4, 2022, for total consideration of $18.2 million, comprised of cash, stock, and notes, enhancing transportation and engineering competencies886751 - Acquired Project Design Consultants, LLC (PDC) on July 15, 2022, for total consideration of $14.2 million, comprised of cash and various notes, including a convertible note891 - In late 2022, acquired SEI Engineering (solar), Spatial Acuity (geospatial), and H2H Geoscience Engineering (geosciences), furthering diversification and service capabilities580899927 Note 9 & 10: Goodwill and Intangible Assets Goodwill increased to $53.2 million and net intangible assets to $28.0 million at year-end 2022 due to acquisitions, with amortization expense for intangible assets at $3.9 million in 2022 Goodwill Balance (in thousands) | Period | Amount | | :--- | :--- | | Balance as of Dec 31, 2021 | $28,471 | | Acquisitions in 2022 | $24,739 | | Balance as of Dec 31, 2022 | $53,210 | Intangible Assets, Net (in thousands) | Period | Amount | | :--- | :--- | | Balance as of Dec 31, 2021 | $12,286 | | Balance as of Dec 31, 2022 | $27,950 | - Amortization expense for intangible assets was $3.9 million in 2022, a significant increase from $0.4 million in 2021, reflecting the impact of recent acquisitions618 Note 11 & 12: Debt The company's debt includes a $50 million undrawn revolving credit facility and $26.4 million in notes payable at year-end 2022, primarily from seller financing and convertible notes for acquisitions - The company amended its credit agreement to increase its revolving line of credit to $50 million, maturing in September 2024, with no outstanding balance as of December 31, 2022907935 Notes Payable (in thousands) | Category | Dec 31, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | Notes to Shareholders/Owners of Acquired Entities | $19,649 | $11,221 | | Convertible Notes Payable | $6,675 | $0 | | Other Notes (Bank lines, etc.) | $878 | $1,636 | | Total Notes Payable | $26,444 | $12,857 | Note 16: Employee Stock Plans The company maintains various equity incentive plans, with total stock-based compensation expense of $15.1 million in 2022, and 2,284,738 unvested stock awards outstanding at year-end - Total stock-based compensation expense was $15.1 million in 2022, a significant increase from $8.2 million in 2021, primarily due to new awards granted in connection with acquisitions and to management677956517 - Under the 2021 Omnibus Equity Incentive Plan, the company granted 456,418 restricted stock awards and 186,587 performance-based stock units in 2022986647 - As of December 31, 2022, there was $22.2 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements, expected to be recognized over a weighted-average period991 Note 18: Leases The adoption of ASU 2016-02 on January 1, 2022, resulted in $30.3 million in operating lease right-of-use assets and $35.0 million in liabilities, with total lease cost of $16.5 million in 2022 - The company adopted ASU 2016-02 on January 1, 2022, using the modified retrospective approach, resulting in the initial recognition of $20.8 million in operating lease right-of-use assets and corresponding liabilities658961 Lease Assets and Liabilities (Dec 31, 2022, in thousands) | Category | Assets | Current Liabilities | Non-Current Liabilities | | :--- | :--- | :--- | :--- | | Operating Leases | $30,264 | $6,949 | $28,087 | | Finance Leases | $18,580 | $5,297 | $14,254 | - Total lease cost for 2022 was $16.5 million, which includes operating lease costs and amortization and interest for finance leases996 PART III Items 10-14 Information for Items 10 through 14 is incorporated by reference from the company's definitive proxy statement, to be filed with the SEC within 120 days of the fiscal year-end - Information for Items 10, 11, 12, 13, and 14 is incorporated by reference from the definitive proxy statement to be filed later776777778779780 PART IV Item 15. Exhibits, Financial Statement Schedules This section lists financial statements, schedules, and exhibits filed with the Form 10-K, noting that financial statements are under Item 8 and no separate schedules are required - This section provides a list of all exhibits filed with the Form 10-K, including the Amended and Restated Credit Agreement, employment agreements, and various equity incentive plans783785 - No financial statement schedules are required as the necessary information is either not applicable or included within the main financial statements and notes782 Item 16. Form 10-K Summary The company reports that no Form 10-K summary is provided - None1000