8-K

Bowman Consulting Group Ltd. (BWMN)

8-K 2022-08-12 For: 2022-08-11
View Original
Added on April 06, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 11, 2022

Bowman Consulting Group Ltd.

(Exact name of registrant as specified in its charter)

Delaware 001-40371 54-1762351
(State or other jurisdiction<br> <br>of incorporation) (Commission<br> <br>File Number) (IRS Employer<br> <br>Identification No.)

12355 Sunrise Valley Drive, Suite 520

Reston, Virginia 20191

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (703) 464-1000

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class Trading<br>Symbol(s) Name of Each Exchange<br> <br>on Which Registered
Common stock, par value $0.01 per share BWMN Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On August 11, 2022, Bowman Consulting Group Ltd. (“Bowman” or the “Company) issued a press release announcing its financial results for the second quarter ended June 30, 2022. A copy of the press release is furnished as Exhibit 99.1 to this Report. The information in this Report under this item, including the exhibit, is provided under Item 2.02 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended or otherwise subject to the liabilities of that section. Furthermore, the information in this Report, including the exhibits, shall not be deemed to be incorporated by reference into the Company’s filings under the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit<br> <br>No. Description
99.1 Bowman Consulting Group Ltd. press release dated August 11, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BOWMAN CONSULTING GROUP LTD.
Date: August 12, 2022 By: /s/ Bruce Labovitz
Bruce Labovitz
Chief Financial Officer

EX-99.1

Exhibit 99.1

Bowman Consulting Group Announces Record Second Quarter Results and Increases 2022 Outlook

Reston, Va., August 11, 2022 (BUSINESS WIRE) – Bowman Consulting Group Ltd. (Nasdaq: BWMN) (“Bowman” or the “Company”), a national engineering services firm supporting owners and developers of the built environment, today announced record revenue and results of operations for the three months ended June 30, 2022.

“We delivered another quarter of record results, building on our strong first quarter momentum”, said Gary Bowman, Chairman and CEO of Bowman. “Our net service revenue increased 74% year-over-year, driven by both robust organic growth of 32% as well as by contributions from the ten acquisitions that we completed over the last year. Organic growth was largely driven by synergies realized from our acquisitions as well as by dynamic internal cross selling. Our growth is being generated across all of our end markets, with particular strength in transportation, power and utilities, and energy transition. During the quarter we completed two impactful acquisitions, including McMahon Associates, our largest to date, which expanded our work in the transportation market, adding further diversification to our revenue mix.”

“As a result of our strong results year-to-date and our record backlog, we are once again increasing our full year outlook. Additionally, we continue to have a strong pipeline of acquisition opportunities. In July, we completed the acquisition of Project Design Consultants, headquartered in San Diego, California, establishing our presence in Southern California, a market where we look to expand, particularly with key public sector and utility clients. While we are mindful of the potential economic headwinds created by higher interest rates and volatile energy costs, we are confident that our diversified market mix shields us in the event of a downturn and we remain steadfast in our approach to disciplined growth and increasing shareholder value,” Bowman concluded.

Financial Highlights for the three months ended June 30, 2022, compared to June 30, 2021:

Gross revenue of $62.4 million, compared to $36.5 million, a 71% increase
Year-over-year organic gross revenue growth of 27%
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Net service billing^1^ of $56.4 million, compared to<br>$32.5 million, a 74% increase
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Year-over-year organic net service billing growth of 32%
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Net loss of $0.3 million, compared to a net loss of $0.4 million
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Adjusted EBITDA^1^ of $7.6 million, compared to<br>$4.2 million, an 81% increase
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Adjusted EBITDA margin, net^1^of 13.4%, compared to 12.9%, a<br>50 basis point increase
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Gross backlog^1^ of $206 million, compared to<br>$124 million, a 66% increase
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Financial Highlights for the six months ended June 30, 2022, compared toJune 30, 2021:

Gross revenue of $114.9 million, compared to $68.3 million, a 68% increase
Year-over-year organic gross revenue growth of 31%
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Net service billing^1^ of $104.1 million, compared to<br>$61.3 million, a 70% increase
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Year-over-year organic net service billing growth of 34%
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Net income of $1.1 million, compared to a net income of $0.5 million
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Adjusted EBITDA^1^ of $15.0 million, compared to<br>$8.3 million, an 81% increase
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Adjusted EBITDA margin, net^1^of 14.4%, compared to 13.5%, a<br>90 basis point increase
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Business Highlights during the Second Quarter:

Closed on the acquisition of McMahon Associates – May 2022
Closed on the acquisition of Fabre Engineering – June 2022
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Business Highlights after the Second Quarter:

Closed on the acquisition of Project Design Consultants – July 2022

Fiscal Year 2022 Guidance

The Company is increasing its full year 2022 outlook for Net Service Billing to be in the range of $205 to $220 million and Adjusted EBITDA in the range of $29 to $33 million. This presents an increase from the previous guidance for Net Service Billing of $185 to $200 million and Adjusted EBITDA of $25 to $29 million. The current outlook for 2022 is based on completed acquisitions as of the date of this release and does not include contributions from any future acquisitions. The Company expects to continue making strategic and financially accretive acquisitions that are not yet reflected in this current outlook. Management will discuss the Company’s acquisition pipeline during its upcoming earnings call.

FY 2022 Earnings Webcast

Bowman will host an earnings webcast to discuss the results of the quarter as follows:

Date:        August 12, 2022

Time:       9:00 a.m. Eastern Time

Hosts:      Gary Bowman, Chairman and CEO and Bruce Labovitz, Chief Financial Officer

Where:     http://investors.bowman.com

^1^ Non-GAAP financial metrics the Company believes offer valuableperspective on results of operations. See Non-GAAP tables below for reconciliations.

About Bowman Consulting Group Ltd.

Headquartered in Reston, Virginia, Bowman is an established professional services firm delivering innovative engineering solutions to customers who own, develop, and maintain the built environment. With over 1,500 employees in more than 60 offices throughout the United States, Bowman provides a variety of planning, engineering, construction management, commissioning, environmental consulting, geomatics, survey, land procurement and other technical services to customers operating in a diverse set of regulated end markets. For more information, visit bowman.com or investors.bowman.com.

Contact:

Investor Relations

Bruce Labovitz

ir@bowman.com

(703) 787-3403

Megan McGrath

mmcgrath@finprofiles.com

(310) 622-8248

Forward-Looking Statements

This press release may contain “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private SecuritiesLitigation Reform Act of 1995. All statements contained in this press release other than statements of historical fact, including statements regarding our future results of operations and financial position, business strategy and plans andobjectives for future operations, are forward-looking statements and represent our views as of the date of this press release. The words “anticipate”, “believe”, “continue”, “estimate”, “expect”,“intend”, “may”, “will”, “goal” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements on our current expectations and projections aboutfuture events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives and financial needs, These forward-looking statements aresubject to several assumptions and risks and uncertainties, many of which involve factors or circumstances that are beyond our control that could affect our financial results. The Company cautions that these statements are qualified by importantfactors that could cause actual results to differ materially from those reflected by the forward-looking statements contained in this news release. Such factors include: (a) changes in demand from the local and state government and privateclients that we serve; (b) general economic conditions, nationally and globally, and their effect on the market for our services; (c) competitive pressures and trends in our industry and our ability to successfully compete with ourcompetitors; (d) changes in laws, regulations, or policies; and (e) the “Risk Factors” set forth in the Company’s most recent SEC filings. Considering these risks, uncertainties and assumptions, the future events and trendsdiscussed in this press release may not occur and actual results could differ materially and adversely from those anticipates or implied in any forward-looking statements. Except as required by law, we are under no obligation to update theseforward-looking statements after the date of this press release, or to update the reasons if actual results differ materially from those anticipated in the forward-looking statements.

Non-GAAP Financial Measures and Other Key Metrics

We supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, withcertain non-GAAP financial measures, as described below, to help represent, explain, and understand our operating performance. These non-GAAP financialmeasures may be different than similarly referenced measures used by other companies. The non-GAAP measures are intended to enhance investors’ overall understanding and evaluation of our financialperformance and should not be considered a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. We present these non-GAAP financial measures to assistinvestors in seeing our financial performance in a manner more aligned with management’s view and believe these measures provide additional tools by which investors can evaluate our core financial performance over multiple periods relative toother companies in our industry. Reconciliations of non-GAAP financial measures to the most directly comparable GAAP financial measures are included in the financial tables accompanying this press release.

BOWMAN CONSULTING GROUP LTD. AND AFFILIATES

CONDENSED CONSOLIDATED INCOME STATEMENTS

(Amounts in thousands except per share data)

(Unaudited)

For the Three Months<br>Ended June 30, For the Six Months<br>Ended June 30,
2022 2021 2022 2021
Gross Contract Revenue $ 62,399 $ 36,524 $ 114,860 $ 68,326
Contract costs: (exclusive of depreciation and amortization below)
Direct payroll costs 25,071 14,123 45,746 27,345
Sub-consultants and expenses 5,983 4,065 10,743 6,999
Total contract costs 31,054 18,188 56,489 34,344
Operating Expenses:
Selling, general and administrative 28,065 17,204 50,868 29,953
Depreciation and amortization 2,823 1,480 5,213 2,908
(Gain) on sale (27 ) (27 ) (32 ) (53 )
Total operating expenses 30,861 18,657 56,049 32,808
Income (loss) from operations 484 (321 ) 2,322 1,174
Other expense 994 187 1,491 392
Income before tax expense (510 ) (508 ) 831 782
Income tax (benefit) expense (190 ) (69 ) (306 ) 240
Net income (loss) $ (320 ) $ (439 ) $ 1,137 **** $ 542 ****
Earnings allocated to non-vested shares 191 93
Net income (loss) attributable to common shareholders $ (320 ) $ (439 ) $ 946 $ 449
Earnings per share
Basic $ (0.03 ) $ (0.06 ) $ 0.09 $ 0.07
Diluted $ (0.03 ) $ (0.06 ) $ 0.09 $ 0.07
Weighted average shares outstanding:
Basic 10,761,172 6,973,055 10,346,089 6,029,054
Diluted 10,761,172 6,973,055 10,427,602 6,029,054

BOWMAN CONSULTING GROUP LTD. AND AFFILIATES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands except per share data)

December 31,<br>2021
ASSETS
Current Assets
Cash and equivalents 25,783 $ 20,619
Accounts receivable, net 56,924 38,491
Contract assets 11,211 9,189
Notes receivable - officers, employees, affiliates, current portion 1,183 1,260
Prepaid and other current assets 10,020 4,850
Total current assets 105,121 74,409
Non-Current Assets
Property and equipment, net 21,752 20,202
Goodwill 39,613 28,471
Notes receivable 903 903
Notes receivable - officers, employees, affiliates, less current portion 1,195 1,218
Other intangible assets, net 15,035 12,286
Other assets 887 681
Total Assets 184,506 **** $ 138,170 ****
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable and accrued liabilities, current portion 28,050 17,921
Contract liabilities 7,612 4,623
Notes payable, current portion 6,067 4,450
Deferred rent, current portion 743 724
Capital lease obligation, current portion 5,752 5,136
Total current liabilities 48,224 32,854
Non-Current Liabilities
Other non-current obligations 200
Notes payable, less current portion 8,692 8,407
Deferred rent, less current portion 3,923 4,179
Capital lease obligation, less current portion 10,733 10,020
Deferred tax liability, net 4,290 4,290
Common shares subject to repurchase 7
Total liabilities 76,062 **** $ 59,757 ****
Shareholders’ Equity
Preferred Stock, 0.01 par value; 5,000,000 shares authorized, no shares issued and<br>outstanding
Common stock, 0.01 par value; 30,000,000 shares authorized; 15,602,433 shares issued and<br>13,263,815 outstanding, and 13,690,868 shares issued and 11,489,579 outstanding, respectively 156 137
Additional<br>paid-in-capital 152,039 120,842
Treasury stock, at cost; 2,338,618 and 2,201,289, respectively (19,857 ) (17,488 )
Stock subscription notes receivable (230 ) (277 )
Accumulated deficit (23,664 ) (24,801 )
Total shareholders’ equity 108,444 **** $ 78,413 ****
TOTAL LIABILITIES AND EQUITY 184,506 **** $ 138,170 ****

All values are in US Dollars.

BOWMAN CONSULTING GROUP LTD. AND AFFILIATES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands except per share data)

(Unaudited)

For the Six Months Ended June 30,
2022 2021
Cash Flows from Operating Activities:
Net Income $ 1,137 $ 542
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization - property, plant and equipment 3,971 2,771
Amortization of intangible assets 1,241 137
Gain on sale of assets (32 ) (53 )
Bad debt 365 251
Stock based compensation 7,274 2,707
Deferred taxes (1,340 )
Deferred rent (237 ) 9
Changes in operating assets and liabilities, net of acquisition of businesses
Accounts Receivable (10,254 ) (9,391 )
Contract Assets (510 ) (242 )
Prepaid expenses and other assets (5,124 ) (1,182 )
Accounts payable and accrued expenses 5,877 5,764
Contract Liabilities 560 (445 )
Net cash provided by (used in) operating activities 4,268 (472 )
Cash Flows from Investing Activities:
Purchases of property and equipment (368 ) (757 )
Fixed assets converted to lease financing 22
Proceeds from sale of assets 32 53
Amounts advanced under loans to shareholders (374 )
Payments received under loans to shareholders 118 81
Acquisitions of businesses, net of cash acquired (7,950 ) (640 )
Collections under stock subscription notes receivable 47 67
Net cash used in investing activities (8,099 ) (1,570 )
Cash Flows from Financing Activities:
Proceeds from initial public offering, net of underwriting discounts and commissions and other<br>offering costs 47,104
Proceeds from common stock offering, net of underwriting discounts and commissions and other<br>offering costs 15,475
Net borrowings under revolving line of credit (3,481 )
Repayments under fixed line of credit (365 ) (359 )
Repayment under notes payable (1,433 ) (454 )
Payments on capital leases (2,921 ) (2,052 )
Payment of contingent consideration from acquisitions (2 )
Payments for purchase of treasury stock (2,368 ) (582 )
Proceeds from issuance of common stock 607 27
Net cash provided by financing activities 8,995 40,201
Net increase (decrease) in cash and cash equivalents 5,164 38,159
Cash and cash equivalents, beginning of period 20,619 386
Cash and cash equivalents, end of period $ 25,783 $ 38,545

BOWMAN CONSULTING GROUP LTD. AND AFFILIATES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(Amounts in thousands except per share data)

(Unaudited)

For the Six Months Ended June 30,
2022 2021
Supplemental disclosures of cash flow information:
Cash paid for interest $ 713 $ 435
Cash paid for income taxes $ 383 480
Non-cash investing and financingactivities:
Property and equipment acquired under capital lease $ (4,262 ) $ (3,048 )
Stock redemption for exercise of stock option $ 139
Issuance of notes payable for acquisitions $ (3,697 )

BOWMAN CONSULTING GROUP LTD.

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(Unaudited)

For the Three Months Ended June 30, For the Six Months Ended June 30,
(Amounts in thousands) 2022 2021 2022 2021
Gross contract revenue $ 62,399 $ 36,524 $ 114,860 $ 68,326
Contract costs (exclusive of depreciation and amortization) 31,054 18,188 56,776 34,344
Operating expense 30,861 18,657 55,762 32,808
Income (loss) from operations 484 (321 ) 2,322 1,174
Other (income) expense 994 187 1,491 392
Income tax expense (benefit) (190 ) (69 ) (306 ) 240
Net income (loss) $ (320 ) $ (439 ) $ 1,137 $ 542
Net margin (0.5 %) (1.2 %) 1.0 % 0.8 %
Other financial information ^1^
Net service billing $ 56,416 $ 32,459 $ 104,117 $ 61,327
Adjusted EBITDA 7,576 4,185 14,983 8,271
Adjusted EBITA margin, net 13.4 % 12.9 % 14.4 % 13.5 %
^1^ Represents non-GAAP financial measures. See Other FinancialInformation and Non-GAAP key performance indicators below in results of operations.
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For the Three Months Ended June 30,
--- --- --- --- ---
(Amounts in thousands) 2022 2021
Gross revenue $ 62,399 $ 36,524
Less: sub-consultants and other direct expenses 5,983 4,065
Net services billing $ 56,416 $ 32,459
For the Six Months Ended June 30,
(Amounts in thousands) 2022 2021
Gross revenue $ 114,860 $ 68,326
Less: sub-consultants and other direct expenses 10,743 6,999
Net services billing $ 104,117 $ 61,327
For the Three Months EndedJune 30,
--- --- --- --- --- --- --- --- --- --- --- ---
(Amounts in thousands) 2022 2021 Change % Change
Net Income $ (320 ) $ (439 ) 27.1 %
+ interest expense 350 215 62.8 %
+ depreciation & amortization 2,823 1,480 90.7 %
+ tax expense (190 ) (69 ) ) 175.4 %
EBITDA $ 2,663 $ 1,187 124.3 %
+ non-cash stock compensation 4,038 1,558 159.2 %
+ transaction related expenses 1,440 ) n/a
+ settlements and other non-core expenses 215 n/a
+ acquisition expenses 660 n/a
Adjusted EBITDA $ 7,576 $ 4,185 81.0 %
Adjusted EBITDA margin, net 13.4 % 12.9 %

All values are in US Dollars.

For the Six Months Ended June 30,
(Amounts in thousands) 2022 2021 Change % Change
Net Income $ 1,137 $ 542 109.8 %
+ interest expense 685 434 57.8 %
+ depreciation & amortization 5,213 2,908 79.3 %
+ tax (benefit) expense (306 ) 240 ) (227.5 %)
EBITDA $ 6,729 $ 4,124 63.2 %
+ non-cash stock compensation 7,274 2,707 168.7 %
+ transaction related expenses 1,440 ) n/a
+ settlements and other non-core expenses 215 n/a
+ acquisition expenses 765 n/a
Adjusted EBITDA $ 14,983 $ 8,271 81.2 %
Adjusted EBITDA margin, net 14.4 % 13.5 %

All values are in US Dollars.

BOWMAN CONSULTING GROUP LTD.

GROSS CONTRACT REVENUE COMPOSITION

For the Three Months Ended June 30,
Consolidated Gross Contract Revenue – Amounts in thousands 2022 %GCR 2021 %GCR Change % Change
Building Infrastructure^1^ $ 42,571 68.2 % $ 25,187 69.0 % $ 17,384 69.0 %
Transportation 9,276 14.9 % 4,174 11.4 % 5,102 122.2 %
Power & Utilities 7,924 12.7 % 6,184 16.9 % 1,740 28.1 %
Other emerging markets ^2^ 2,628 4.2 % 979 2.7 % 1,649 168.4 %
Total: $ 62,399 **** 100.0 % $ 36,524 **** 100.0 % $ 25,875 **** 70.8 %
Organic $ 46,331 74.3 % $ 36,524 100.0 % $ 9,807 26.9 %
Acquired 16,068 25.7 % 0.0 % 16,068 n/a
Total: $ 62,399 **** 100.0 % $ 36,524 **** 100.0 % $ 25,875 **** 70.8 %
^1^ formerly referred to as Communities, homes & buildings
--- ---
^2^ represents renewable energy, mining, water resources and other
--- ---
For the Six Months Ended June 30,
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Consolidated Gross Contract Revenue – Amounts in thousands 2022 %GCR 2021 %GCR Change % Change
Building Infrastructure^1^ $ 81,329 70.8 % $ 46,224 67.7 % $ 35,105 75.9 %
Transportation 13,246 11.5 % 8,295 12.1 % 4,951 59.7 %
Power & Utilities 15,561 13.5 % 11,230 16.4 % 4,331 38.6 %
Other emerging markets ^2^ 4,724 4.1 % 2,577 3.8 % 2,147 83.3 %
Total: $ 114,860 **** 100.0 % $ 68,326 **** 100.0 % $ 46,534 **** 68.1 %
Organic $ 89,260 77.7 % $ 68,326 100.0 % $ 20,934 30.6 %
Acquired 25,600 22.3 % 0.0 % 25,600 n/a
Total: $ 114,860 **** 100.0 % $ 68,326 **** 100.0 % $ 46,534 **** 68.1 %
^1^ formerly referred to as Communities, homes & buildings
--- ---
^2^ represents renewable energy, mining, water resources and other
--- ---

BOWMAN CONSULTING GROUP LTD.

BACKLOG AT JUNE 30, 2022

(Unaudited)

(Amounts in thousands) Gross Backlog
Building Infrastructure 109,365
Transportation 60,775
Power & Utilities 29,910
Emerging Markets 5,550
Total $ 205,600