Bowman Consulting Group Ltd
For the period ended Dec 31, 2023. Filed Mar 12, 2024.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Mar 12, 2024
BWMN$43.00+0.2%Stored close · as of Nov 5, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 15. Exhibits, Financial Statement Schedules
(a)(1) Financial Statements
See Part II, Item 8 for financial statements included with this annual report on Form 10-K.
(a)(2) Financial Statement Schedules
No schedules are required because either the required information is not present or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the financial statements or the notes thereto.
(a)(3) Exhibits
The following exhibits are filed or furnished as part of this report.
| Exhibit | Description |
| 2.1 | Stock Purchase Agreement, dated May 4, 2022, by and among the Registrant, McMahon Associates, Inc, McMahon Associates Holdings, Inc. and the Party Shareholders (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K (File No. 001-40371), filed with the SEC on May 10, 2022). |
| 3.1 | Amended and Restated Certificate of Incorporation of Bowman Consulting Group Ltd. (incorporated by reference to Exhibit 3.1 to the Registrant’s Form S-1 (File No. 333-255076), filed with the SEC on April 6, 2021). |
| 3.2 | Amended and Restated By-laws of Bowman Consulting Group Ltd. (incorporated by reference to Exhibit 3.2 to the Registrant’s Form S-1 (File No. 333-255076), filed with the SEC on April 6, 2021). |
| 4.1 | Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Form S-1, as amended (File No. 333-255076), filed with the SEC on May 6, 2021). |
| 4.2 | Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K (File No. 001-40371), filed with the SEC on March 23, 2022). |
| 10.1 † | Employment Agreement with Gary Bowman dated April 27, 2021 (incorporated by reference to Exhibit 10.1 to the Registrant’s Form S-1, as amended (File No. 333-255076), filed with the SEC on May 6, 2021). |
| 10.2 † | Employment Agreement with Michael Bruen dated April 13, 2021 (incorporated by reference to Exhibit 10.2 to the Registrant’s Form S-1, as amended (File No. 333-255076), filed with the SEC on May 6, 2021). |
| 10.3 † | Employment Agreement with Bruce Labovitz dated April 27, 2021 (incorporated by reference to Exhibit 10.3 to the Registrant’s Form S-1, as amended (File No. 333-255076), filed with the SEC on May 6, 2021). |
| 10.4 † | Employment Agreement with Robert Hickey dated April 22, 2021 (incorporated by reference to Exhibit 10.4 to the Registrant’s Form S-1, as amended (File No. 333-255076), filed with the SEC on May 6, 2021). |
| 10.5 | Amended and Restated Credit Agreement, dated as of November 11, 2022, by and among the Registrant, the Guarantors and Bank of America, N.A. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-40371), filed with the SEC on November 17, 2022). |
| 10.6 | Amended and Restated Security and Pledge Agreement, dated as of November 11, 2022, by and among the Registrant, Grantors and Bank of America, N.A. (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 001-40371), filed with the SEC on November 17, 2022). |
| 10.7 | Enterprise Fleet Management, Inc. Amended and Restated Master Equity Lease Agreement dated September 20, 2010 (incorporated by reference to Exhibit 10.10 to the Registrant’s Form S-1 (File No. 333-255076), filed with the SEC on April 6, 2021). |
| Exhibit | Description |
| 10.8 | Master Lease Agreement with TCF Bank, as successor to Winthrop Resources Corporation dated September 22, 2014 (incorporated by reference to Exhibit 10.11 to the Registrant’s Form S-1 (File No. 333-255076), filed with the SEC on April 6, 2021). |
| 10.9 † | Form of Indemnification Agreement (incorporated by reference to Exhibit 10.12 to the Registrant’s Form S-1 (File No. 333-255076), filed with the SEC on April 6, 2021). |
| 10.10 † | 2021 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.13 to the Registrant’s Form S-1 (File No. 333-255076), filed with the SEC on April 6, 2021). |
| 10.11 † | 2021 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.14 to the Registrant’s Form S-1 (File No. 333-255076), filed with the SEC on April 6, 2021). |
| Exhibit | Description |
| 10.12 † | Form of NEO Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.15 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-40371, filed with the SEC on June 14, 2021). |
| 10.13 † | 2021 Executive Officers Long Term Incentive Plan (incorporated by reference to Exhibit 10.16 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-40371), filed with the SEC on November 12, 2021). |
| 10.14 † | Form of Performance Based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.17 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-40371), filed with the SEC on November 12, 2021). |
| 10.15(a) † | 2021 Executive Officers Short Term Incentive Plan (incorporated by reference to Exhibit 10.18 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-40371), filed with the SEC on November 12, 2021). |
| 10.15(b) † | 2021 Executive Officers Short Term Incentive Plan (As Amended) (incorporated by reference to Exhibit 10.18 to the Registrant’s Current Report on Form 8-K (File No. 001-40371), filed with the SEC on February 15, 2023). |
| 10.16 | Lease Agreement, dated November 18, 2021, by and between Honour Capital LLC and Bowman Consulting Group Ltd. (incorporated by reference to Exhibit 10.19 to the Registrant’s Current Report on Form 8-K (File No. 001-40371), filed with the SEC on November 23, 2021). |
| 10.17 | First Amendment to Amended and Restated Credit Agreement dated as of August 2, 2023 among Bowman Consulting Group Ltd, certain subsidiaries thereof, and Bank of America, N.A. (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q ( File No. 001-40371), filed with the SEC on August 8, 2023). |
| 21.1* | Subsidiaries of the Registrant. |
| 23.1* | Consent of Ernst & Young LLP. |
| 31.1* | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2* | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1** | Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 97* | Bowman Consulting Group Ltd Executive Officer Clawback Policy |
| 101.INS | Inline XBRL Instance Document |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
†Management contract or compensatory plan or arrangement.
*Filed herewith.
** Furnished herewith.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
| Report of Independent Registered Public Accounting Firm (PCAOB ID: 42) | F-2 |
|---|---|
| Consolidated Balance Sheets as of December 31, 2023 and 2022 | F-3 |
| Consolidated Income Statements for the years ended December 31, 2023 and 2022 | F-4 |
| Consolidated Statements of Comprehensive (Loss) Income for the years ended December 31, 2023 and 2022 | F-5 |
| Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2023 and 2022 | F-6 |
| Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022 | F-7 |
| Notes to Consolidated Financial Statements | F-8 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.