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8-K

Bowman Consulting Group Ltd. (BWMN)

8-K 2021-11-12 For: 2021-11-11
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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): November 11, 2021

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> <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 November 11, 2021, Bowman Consulting Group Ltd. issued a press release announcing its financial results for the third quarter ended September 30, 2021. A copy of the press release is furnished as Exhibit 99.1 to this Report.

The information in this Report, including the exhibits, 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 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 filings of the registrant under the Securities Act of 1933.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit<br>No. Description
99.1 Bowman Consulting Group Ltd. earnings release for the third quarter 2021.
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: November 12, 2021 By: /s/ Bruce Labovitz
Bruce Labovitz
Chief Financial Officer

EX-99.1

Exhibit 99.1

Bowman Consulting Group Announces Third Quarter 2021 Financial Results

Reston, Va., November 10, 2021 (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 results of operations for the three and nine months ended September 30, 2021, which include record revenue.

“The third quarter was the highest revenue quarter in company history, as we continue to experience strong demand across our end markets,” said Gary Bowman, Chairman and CEO of Bowman. “This was our first full quarter as a public company, and I could not be more pleased with how we have executed on our business strategy. Since becoming a public company, we have closed on four acquisitions, and we expect to close additional acquisitions by year end. Most importantly, our entire team has met the challenge of integrating new operations while continuing to serve the growing needs of our existing clients and develop new relationships. We continue to be steadfast in our commitment to increase shareholder value over time through a combination of organic growth and strategic acquisitions.”

Financial highlights of the three months ended September 30, 2021:

Gross revenue of $39.7 million, a year-over-year increase of 25%
Net service billing^1^ of $35.7 million, a year-over-year<br>increase of 41%
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Adjusted EBITDA^1^ of $4.4 million
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Adjusted EBITDA margin, net^1^of 12.4%<br>
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Net income of $0.4 million
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Acquired revenue accounted for $2.3 million, or 6%, of gross revenue
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Backlog^1^ of $139 million, an increase of 13% from<br>June 30, 2021
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Financial highlights of the nine months ended September 30, 2021:

Gross revenue of $108.0 million, a year-over-year increase of 17%
Net service billing^1^of $97.1 million, a year-over-year<br>increase of 26%
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Adjusted EBITDA^1^ of $12.7 million, a year-over-year<br>increase of 20%
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Adjusted EBITDA margin, net^1^of 13.1%<br>
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Net income of $0.9 million
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Acquired revenue accounted for $6.8 million, or 6% of gross revenue
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Other Recent Business Highlights:

Closed on the acquisition of Triangle Site Design in Raleigh, NC on October 1, 2021
Closed on the acquisition of PCD Engineering in Denver, CO on October 8, 2021
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Closed on the acquisition of BTM Engineering in Louisville, KY on October 15, 2021
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Year-End Guidance:

The Company is increasing its full year 2021 outlook for Net Service Billing to be in the range of $130 to $133 million and Adjusted EBITDA of approximately $16.5 million from previous guidance of $125 to $130 million of Net Service Billing and $15.0—$15.6 million of Adjusted EBITDA. The Company is introducing its 2022 outlook for Net Service Billing to be in the range of $150 to $170 million, with Adjusted EBITDA expected to be in the range of $20 – $24 million. The current outlook for

2021 and 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.

“We are updating our outlook for 2021 in part as a result of acquisitions closed since our last earnings call,” said Bruce Labovitz, Chief Financial Officer of Bowman. “As is our practice, our current outlook does not include future acquisitions, since we cannot offer assurance that they will close in a timely manner. We are generating free cash flow and anticipate our current capital being sufficient to meet our near-term acquisition needs. As we continue to deploy our capital and increase scale, we expect to achieve margin expansion with respect to Adjusted EBITDA, resulting in increased free cash flow from operations.”

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

Q32021 Earnings Webcast

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

Date: November 11, 2021
Time: 9:00 a.m. Eastern Time
Hosts: Gary Bowman, Chairman and CEO and Bruce Labovitz, Chief Financial Officer
Where: http://investors.bowman.com

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 900 employees in more than 30 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. On May 11, 2021, Bowman completed its $53.3 million initial public offering and began trading on the Nasdaq under the symbol BWMN. For more information, visit bowman.com.

Contact:

Investor Relations

Bruce Labovitz

ir@bowman.com

(703) 787-3403

Forward-Looking Statements

This press release includes forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities LitigationReform 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 and objectives forfuture 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” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events and financial trends thatwe

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-lookingstatements are subject 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. These risks and uncertainties are detailed in the sectionstitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Form 424B4 dated May 6, 2021, which is available on the SEC’s website at sec.gov. Such risksand uncertainties may be amplified by the COVID-19 pandemic and its potential impact on our business and the global economy. Moreover, we operate in a very competitive and rapidly changing environment. Newrisks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differmaterially from those contained in any forward-looking statements we may make. Considering these risks, uncertainties and assumptions, the future events and trends discussed in this press release may not occur and actual results could differmaterially and adversely from those anticipated or implied in any forward-looking statements. Except as required by law, we are under no obligation to update these forward-looking statements after the date of this press release, or to update thereasons 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.

CONDENSED CONSOLIDATED INCOME STATEMENTS

(Amounts in thousands except per share data)

(Unaudited)

For the Three Months<br>Ended September 30, For the Nine Months<br>Ended September 30,
2021 2020 2021 2020
Gross Contract Revenue $ 39,715 **** $ 31,766 **** $ 108,041 **** $ 92,126 ****
Contract costs: (exclusive of depreciation and amortization below)
Direct payroll costs 15,531 13,035 42,873 36,768
Sub-consultants and expenses 3,967 6,354 10,967 14,814
Total contract costs 19,498 19,389 53,840 51,582
Operating Expenses:
Selling, general and administrative 18,373 14,425 48,328 38,555
Depreciation and amortization 1,598 311 4,506 952
(Gain) loss on sale (46 ) (30 ) (99 ) (45 )
Total operating expenses 19,925 14,706 52,735 39,462
Income (loss) from operations 292 (2,329 ) 1,466 1,082
Other (income) expense 314 (102 ) 706 (179 )
Income (loss) before tax expense (22 ) (2,227 ) 760 1,261
Income tax (benefit) expense (379 ) (979 ) (139 ) 467
Net income (loss) $ 357 **** $ (1,248 ) $ 899 **** $ 794 ****
Earnings allocated to non-vested shares 71 165 41
Net income (loss) attributable to common shareholders $ 286 $ (1,248 ) $ 734 $ 753
Earnings (loss) per share
Basic $ 0.03 $ (0.22 ) $ 0.10 $ 0.14
Diluted $ 0.03 $ (0.22 ) $ 0.10 $ 0.13
Weighted average shares outstanding:
Basic 8,920,505 5,567,523 7,003,462 5,569,177
Diluted 8,935,274 5,567,523 7,008,440 5,604,804

BOWMAN CONSULTING GROUP LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands except per share data)

December 31,<br>2020
ASSETS
Current Assets
Cash and equivalents 38,745 $ 386
Accounts Receivable, net 34,964 24,183
Contract assets 8,668 7,080
Notes receivable—officers, employees, affiliates, current portion 1,120 1,182
Prepaid and other current assets 3,858 2,271
Total current assets 87,355 35,102
Non-Current Assets
Property and equipment, net 17,864 15,357
Goodwill 13,484 9,179
Notes receivable 903 903
Notes receivable—officers, employees, affiliates, less current portion 1,273 1,297
Other intangible assets, net 2,789 1,131
Other assets 687 669
Total Assets 124,355 **** $ 63,638 ****
LIABILITIES AND EQUITY
Current Liabilities
Bank line of credit 3,481
Accounts payable and accrued liabilities, current portion 18,634 12,203
Contract liabilities 2,558 1,943
Notes payable, current portion 2,222 1,592
Deferred rent, current portion 674 619
Capital lease obligation, current portion 4,625 3,495
Total current liabilities 28,713 23,333
Non-Current Liabilities
Other non-current obligations 1,243 1,244
Notes payable, less current portion 4,377 2,829
Deferred rent, less current portion 4,217 4,278
Capital lease obligation, less current portion 8,855 7,503
Deferred tax liability, net 5,133 6,472
Common shares subject to repurchase 7 842
Total liabilities 52,545 **** $ 46,501 ****
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; 13,367,535 shares issued and<br>11,179,120 outstanding, and 7,840,244 shares issued and 5,744,594 outstanding, respectively 134 2
Additional<br>paid-in-capital 113,531 58,866
Treasury Stock, at cost; 2,188,415 and 2,095,650, respectively (17,215 ) (16,022 )
Stock subscription notes receivable (439 ) (609 )
Accumulated deficit (24,201 ) (25,100 )
Total shareholders’ equity 71,810 **** $ 17,137 ****
TOTAL LIABILITIES AND EQUITY 124,355 **** $ 63,638 ****

All values are in US Dollars.

BOWMAN CONSULTING GROUP LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

For the Nine Months Ended<br>September 30,
2021 2020
Cash Flows from Operating Activities:
Net Income $ 899 $ 794
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization—property, plant and equipment 4,283 762
Amortization of intangible assets 223 190
Gain on sale of assets (99 ) (45 )
Bad debt 266 2,507
Stock based compensation 5,341 4,055
Deferred taxes (1,340 ) 297
Deferred rent (6 ) 562
Changes in operating assets and liabilities
Accounts Receivable (10,015 ) 369
Contract Assets (961 ) 4,179
Prepaid expenses (430 ) 702
Other Assets (1,032 ) (285 )
Accounts payable and accrued expenses 6,132 819
Contract Liabilities (31 ) (5,977 )
Net cash provided by operating activities 3,230 8,929
Cash Flows from Investing Activities:
Purchases of property and equipment (609 ) (930 )
Proceeds from sale of assets 100 45
Amounts advanced under loans to shareholders (473 ) (878 )
Payments received under loans to shareholders 88 195
Amounts advanced under notes receivable (414 )
Payments received under notes receivable 4
Acquisitions of businesses, net of cash acquired (3,000 )
Collections under stock subscription notes receivable 170 144
Net cash used in investing activities (3,724 ) (1,834 )
Cash Flows from Financing Activities:
Proceeds from initial public offering, net of underwriting discounts and commissions and other<br>offering costs 47,104
Net payments under revolving line of credit (3,481 ) (5,717 )
Repayments under fixed line of credit (540 ) (306 )
Borrowings under fixed line of credit 1,985
Repayment under notes payable (735 ) (1,496 )
Payments on capital leases (3,208 ) (189 )
Payment of contingent consideration from acquisitions (2 ) (104 )
Payments for purchase of treasury stock (582 ) (1,261 )
Proceeds from issuance of common stock 297 45
Net cash provided by (used in) financing activities 38,853 (7,043 )
Net increase in cash and cash equivalents 38,359 52
Cash and cash equivalents, beginning of period 386 509
Cash and cash equivalents, end of period $ 38,745 $ 561

BOWMAN CONSULTING GROUP LTD.

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(Amounts in thousands except per share data)

(Unaudited)

For the Three Months Ended September 30,
2021 2020
Gross revenue $ 39,715 $ 31,766
Less: sub-consultants and other direct expenses 3,967 6,354
Net services billing $ 35,748 $ 25,412
For the Three Months EndedSeptember 30,
--- --- --- --- --- --- --- --- --- --- --- ---
2021 2020 Change %Change
Net Income $ 357 $ (1,248 ) (128.6 %)
+ interest expense 216 118 83.1 %
+ depreciation & amortization 1,598 311 413.5 %
+ tax expense (379 ) (979 ) (61.3 %)
EBITDA $ 1,792 $ (1,798 ) (199.6 %)
+ non-recurring operating lease rent 641 ) (100.0 %)
+ non-cash stock compensation 2,634 3,546 ) (25.7 %)
+ transaction related expenses 0.0 %
+ settlements and other non-core expenses 1,461 ) (100.0 %)
Adjusted EBITDA $ 4,426 $ 3,850 15.0 %
Adjusted EBITDA margin, net 12.4 % 15.2 %

All values are in US Dollars.

For the Nine Months Ended September 30,
2021 2020
Gross revenue $ 108,041 $ 92,126
Less: sub-consultants and other direct expenses 10,967 14,814
Net services billing $ 97,074 $ 77,312
For the Nine Months Ended<br>September 30,
--- --- --- --- --- --- --- --- --- --- --- ---
2021 2020 Change % Change
Net Income $ 899 $ 794 13.2 %
+ interest expense 650 367 77.2 %
+ depreciation & amortization 4,506 952 373.4 %
+ tax expense (139 ) 467 ) (129.8 %)
EBITDA $ 5,916 $ 2,580 129.3 %
+ non-recurring operating lease rent 2,430 ) (100.0 %)
+ non-cash stock compensation 5,341 4,082 30.9 %
+ transaction related expenses 1,440 100.0 %
+ settlements and other non-core expenses 1,461 ) (100.0 %)
Adjusted EBITDA $ 12,697 $ 10,553 20.3 %
Adjusted EBITDA margin, net 13.1 % 13.6 %

All values are in US Dollars.

Backlog September 30,2021 December 31,2020
Building Infrastructure ^1^ 53 % 43 %
Transportation 21 % 28 %
Power & Utilities 22 % 25 %
Other Emerging Markets 4 % 4 %
^1^ formerly referred to as Communities, homes & buildings
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BOWMAN CONSULTING GROUP LTD.

GROSS CONTRACT REVENUE COMPOSITION

(Amounts in thousands)

(Unaudited)

For the Three Months EndedSeptember 30,
Consolidated Gross Contract Revenue 2021 %GCR 2020 %GCR Change % Change
Building Infrastructure^1^ $ 28,303 71.3 % $ 20,183 63.5 % $ 8,120 40.2 %
Transportation 4,033 10.2 % 5,929 18.7 % (1,896 ) (32.0 %)
Power & Utilities 6,295 15.8 % 4,943 15.6 % 1,352 27.4 %
Other emerging markets ^2^ 1,084 2.7 % 711 2.2 % 373 52.5 %
Total: $ 39,715 **** 100.0 % $ 31,766 **** 100.0 % $ 7,949 **** **** 25.0 %
Organic $ 37,380 94.1 % $ 31,766 100.0 % $ 5,614 17.7 %
Acquired 2,335 5.9 % 0.0 % 2,335 100.0 %
For the Nine Months Ended September 30,
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Consolidated Gross Contract Revenue 2021 %GCR 2020 %GCR Change % Change
Building Infrastructure^1^ $ 74,511 69.0 % $ 56,191 61.0 % $ 18,320 32.6 %
Transportation 12,344 11.4 % 16,217 17.6 % (3,873 ) (23.9 %)
Power & Utilities 17,524 16.2 % 16,133 17.5 % 1,391 8.6 %
Other emerging markets ^2^ 3,662 3.4 % 3,585 3.9 % 77 2.1 %
Total: $ 108,041 **** 100.0 % $ 92,126 **** 100.0 % $ 15,915 **** **** 17.3 %
Organic $ 101,216 93.7 % $ 92,126 100.0 % $ 9,090 9.9 %
Acquired 6,825 6.3 % 0.0 % 6,825 100.0 %
^1^ formerly referred to as Communities, homes & buildings
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^2^ represents renewable energy, mining, water resources and other
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