(Loss) Earnings Per Share and Certain Related Information

12 Months Ended

Dec. 31, 2023

(Loss) Earnings Per Share and Certain Related Information

Basic (loss) earnings per share is calculated by dividing net (loss) income attributable to the Company available to common stockholders by the weighted average number of common shares outstanding for the years ended December 31, 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 performance based restricted stock units, which are considered contingently issuable shares, is reflected in diluted earnings per share by application of the treasury stock method. The dilutive effect of shares to be purchased under the Company’s Employee Stock Purchase Plan is reflected in diluted earnings per share by the weighted-average number of shares outstanding that would have been outstanding during the period. The 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 loss per share, for the year ended December 31, 2023, the weighted average number of shares outstanding exclude 1,796,615 non-vested restricted shares and 7,900 unexercised substantive options. The computation of diluted loss per share for the year ended December 31, 2023 did not assume the effect to all potential dilutive common stock equivalents outstanding for the period.

For calculating basic earnings per share, for the year ended December 31, 2022, the weighted average number of shares outstanding exclude 2,004,944 non-vested restricted shares and 12,830 unexercised substantive options. The

computation of diluted earnings per share for the year ended December 31, 2022 did assume the effect of restricted shares or substantive options because the effects were antidilutive.

The following table represents a reconciliation of the net income and weighted average shares outstanding for the calculation of basic and diluted earnings per share for the years ended December 31, 2023 and 2022 (in thousands, except share data):


	For the Year Ended December 31,
	2023		2022
Numerator
Net (loss) income	$	(6,624)	$	5,005
Earnings allocated to non-vested shares	–		783
Subtotal	$	(6,624)	$	4,222
Denominator
Weighted average common shares outstanding	12,490,914		10,887,620
Effect of dilutive nominal options	–		–
Effect of dilutive contingently earned shares	–		796,138
Dilutive average shares outstanding	12,490,914		11,683,758
Basic (loss) earnings per share	$	(0.53)	$	0.39
Dilutive (loss) earnings per share	$	(0.53)	$	0.37

Share Repurchases

On November 10, 2022, our board of directors authorized a program, to spend up to $10.0 million for the repurchase of our common stock (the "2022 Repurchase Authorization"). The common stock may be purchased from time to time depending upon market conditions and may be purchased in the open market and through one or more trading plans designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. The plan did not obligate the Company to repurchase any specific number or any specific dollar amount of shares. The authorization expired on November 10, 2023.

On November 17, 2023, the board of directors authorized a new $10 million share repurchase program under which the Company may repurchase up to $10 million of our common stock (the "2023 Repurchase Authorization"). The authorization is effective from November 17, 2023, through November 16, 2024. The execution of the repurchase program is expected to be consistent with the Company’s strategic initiatives which prioritize investments in organic and acquisitive growth. The timing and amount of any share repurchases will be determined by management at its discretion based on several factors including share price, market conditions and capital allocation priorities. Shares may be repurchased from time to time through open market purchases, in privately negotiated transactions or by other means, including the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, in accordance with applicable securities laws and other restrictions. The share repurchase program does not obligate Bowman to acquire a specific number of shares of common stock and may be suspended, modified, or discontinued at any time without notice.

At December 31, 2023, the Company has $10.0 million remaining under the 2023 Repurchase Authorization.

The following tables summarizes repurchase activity under the 2022 Repurchase Authorization through December 31, 2023. There has been no repurchases of common stock under the 2023 Repurchase Authorization as of December 31, 2023.


Amount Authorized (2022 Repurchase Authorization)		Average Price Per Share1		Total Shares Held in Treasury	Shares Repurchased
$	10,000,000	$	25.96	28,704	28,704

1Includes commissions paid and calculated at the average price per share