8-K
Bowman Consulting Group Ltd. (BWMN)
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 6, 2024
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) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
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 6, 2024, Bowman Consulting Group Ltd. (“Bowman” or the “Company) issued a press release announcing its financial results for the third quarter ended September 30, 2024. 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 November6, 2024.exhibit991-bwmnq324earning.htm |
| 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 6, 2024 | By: | /s/ Bruce Labovitz |
| Bruce Labovitz | ||
| Chief Financial Officer |
Document
Bowman Announces Financial Results for Three and Nine Months Ended September 30, 2024
Reston, Va., November 6, 2024 (BUSINESS WIRE) – Bowman Consulting Group Ltd. (Nasdaq: BWMN) (“Bowman” or the “Company”), a national engineering and infrastructure services firm supporting owners and developers of the built environment, today released financial results for the three and nine months ended September 30, 2024.
“I’m pleased to report that we are delivering on our commitment to profitable growth,” said Gary Bowman, Chairman and CEO of Bowman. “For the first time in our history, we exceeded $100 million in net revenue in a single quarter. We are all justifiably proud of this significant milestone given our full year net revenue in 2020, the last year before our IPO, was $103 million. This accomplishment is a testament to the resolve and hard work of everyone at Bowman and our collective dedication to long-term strategic growth.”
“During the third quarter, we focused our efforts on aligning labor with revenue, capitalizing on economies of scale, increasing free cash flow generation and achieving operational excellence,” continued Bowman. “Throughout the company we affected leadership and staffing changes that made immediate, sustainable and positive impacts on operations, business development and revenue visibility. I am pleased with our progress and remain steadfast in the belief that our strategy with respect to markets, services, technology and growth will continue to produce meaningful long-term value for our employees and shareholders.”
Financial Results for the Three Months Ended September 30, 2024, Compared to September 30, 2023:
•Gross contract revenue of $113.9 million, compared to $94.4 million, a 21% increase
•Net service billing1 of $101.4 million, compared to $82.1 million, a 23% increase
•Organic net service billing growth2 of 8%
•Net income of $0.8 million, compared to net income of $1.2 million
•Adjusted EBITDA1 of $17.0 million, compared to $15.1 million, a 13% increase
•Adjusted EBITDA margin, net 1 of 16.7% compared to 18.3%, a 160-bps decrease
•Basic and Diluted EPS of $0.04 compared to $0.08
Financial Results for the Nine Months Ended September 30, 2024, Compared to September 30, 2023:
•Gross contract revenue of $313.3 million, compared to $253.3 million, a 24% increase
•Net service billing1 of $281.0 million, compared to $223.5 million, a 26% increase
•Organic net service billing growth2 of 6%
•Net loss of $2.9 million, compared to net income of $1.1 million
•Adjusted EBITDA1 of $42.5 million, compared to $35.8 million, a 19% increase
•Adjusted EBITDA margin, net 1 of 15.1% compared to 16.0%, a 90-bps decrease
•Basic and Diluted EPS of ($0.18) compared to $0.08 and $0.07, respectively
•Gross backlog1 of $380 million, compared to $299 million, a 27% increase
Other Events of Note:
•During the three months ended September 30, 2024, the Company repurchased 496,628 shares of its common stock for $11.9 million3
•On October 31, 2024, the Company entered into a definitive purchase agreement to acquire Exeltech Consulting, Inc., a bridge design and transportation engineering firm based in Lacey, Washington, subject to usual and customary closing conditions.
Non-GAAP Adjusted Earnings per Share:
In connection with the release of financial results the Company reported the non-GAAP financial metric of Adjusted (Loss) Earnings per Share4 (“Adjusted EPS”) as follows:
For the three months ended September 30, 2024, compared to September 30, 2023:
•Adjusted Net Income1 was $5.5 million compared to $5.3 million
•Basic and Diluted Adjusted EPS was $0.31 and $0.30, compared to $0.36 and $0.34, respectively
For the nine months ended September 30, 2024, compared to September 30, 2023:
•Adjusted Net Income1 was $8.2 million compared to $11.2 million
•Basic and Diluted Adjusted EPS was $0.49 and $0.48, compared to $0.79 and $0.73, respectively
Updating FY 2024 Guidance and Introducing 2025 Outlook
The Company is raising its full year 2024 guidance for net service billing to be in the range of $376 to $386 million and reaffirming its guidance for Adjusted EBITDA to be in the range of $58 to $63 million. The Company is introducing its full year 2025 outlook for net service billing to be in the range of $422 to $437 million and for Adjusted EBITDA to be in the range of $68 to $75 million. The current outlook for 2024 and 2025 is based on completed and definitively contracted acquisitions as of the date of this release and does not include contributions from any future acquisitions. Management discusses the Company’s acquisition pipeline and its prospective impact during regularly scheduled earnings calls.
Q3 2024 Earnings Webcast
Bowman will host an earnings webcast to discuss the results of the quarter as follows:
Date: November 7, 2024
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 a national engineering services firm delivering infrastructure solutions to customers who own, develop, and maintain the built environment. With over 2,250 employees and more than 95 offices throughout the United States, Bowman provides a variety of planning, engineering, geospatial, construction management, commissioning, environmental consulting, land procurement and other technical services to customers operating in a diverse set of regulated end markets. Bowman trades on the Nasdaq under the symbol BWMN. For more information, visit bowman.com or investors.bowman.com.
Investor Relations Contacts:
Bruce Labovitz Betsy Patterson
ir@bowman.com ir@bowman.com
(703) 464-1029 (310) 622-8227
1 Non-GAAP financial metric the Company believes offers valuable perspective on results of operations (see non-GAAP tables below for reconciliations).
2 For the three months, trailing four quarters organic growth as of September 30, 2024, and September 30, 2023, respectively. For the nine months, trailing three quarters organic growth as of September 30, 2024, and September 30, 2023, respectively. In both cases, excludes revenue from acquisitions completed after September 30, 2023.
3 Pursuant to the Company’s $25 million repurchase authorization.
4 Basic Adjusted EPS and Diluted Adjusted EPS are all non-GAAP financial metrics the Company believes offer valuable perspectives on results of operations (see non-GAAP tables below for reconciliations). Adjusted EPS (Basic and Diluted) include addbacks for non-reoccurring expenses specific to acquisitions, non-cash stock compensation expense associated with pre-IPO grants, and other expenses not in the ordinary course of business. With respect to the elimination of any non-cash stock compensation expense, the Company computes an adjusted tax expense or benefit which accounts for the elimination of any periodic windfall or shortfall tax effects resulting from the difference between grant date fair value and vest date value. With respect to all other eliminations, the Company applies its average marginal statutory tax rate, currently 25.6%, to derive the tax adjustment associated with the elimination of expenses. A reconciliation of non-GAAP Adjusted EPS to GAAP EPS, both basic and diluted, is included with this press release for reference.
Forward-Looking Statements
This press release may contain “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation 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 and objectives 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 about future 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 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. The Company cautions that these statements are qualified by important factors 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 private clients 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 our competitors; (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 trends discussed in this press release may not occur and actual results could differ materially 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 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, with certain non-GAAP financial measures, as described below, to help represent, explain, and understand our operating performance. These non-GAAP financial measures 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 financial performance 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 assist investors 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 to other 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 BALANCE SHEETS
(Amounts in thousands except per share data)
| September 30,<br>2024 | December 31,<br>2023 | |
|---|---|---|
| (Unaudited) | ||
| ASSETS | ||
| Current Assets | ||
| Cash and equivalents | $ 11,660 | $ 20,687 |
| Accounts receivable, net | 105,406 | 87,565 |
| Contract assets | 43,838 | 33,520 |
| Notes receivable - officers, employees, affiliates, current portion | 1,146 | 1,199 |
| Prepaid and other current assets | 10,869 | 11,806 |
| Total current assets | 172,919 | 154,777 |
| Non-Current Assets | ||
| Property and equipment, net | 43,983 | 27,601 |
| Operating lease, right-of-use assets | 41,271 | 40,743 |
| Goodwill | 134,084 | 96,393 |
| Notes receivable | 903 | 903 |
| Notes receivable - officers, employees, affiliates, less current portion | 1,110 | 1,119 |
| Other intangible assets, net | 59,524 | 46,294 |
| Deferred tax asset, net | 41,682 | 33,780 |
| Other assets | 1,481 | 1,175 |
| Total Assets | $ 496,957 | $ 402,785 |
| LIABILITIES AND EQUITY | ||
| Current Liabilities | ||
| Revolving credit facility | 32,332 | 45,290 |
| Accounts payable and accrued liabilities | 43,983 | 44,394 |
| Contract liabilities | 8,905 | 7,481 |
| Notes payable, current portion | 15,134 | 13,989 |
| Operating lease obligation, less current portion | 10,635 | 9,016 |
| Finance lease obligation, current portion | 9,817 | 6,586 |
| Total current liabilities | 120,806 | 126,756 |
| Non-Current Liabilities | ||
| Other non-current obligations | 51,971 | 42,288 |
| Notes payable, less current portion | 20,251 | 13,738 |
| Operating lease obligation, less current portion | 36,681 | 37,660 |
| Finance lease obligation, less current portion | 18,829 | 14,408 |
| Pension and post-retirement obligation, less current portion | 5,213 | 4,654 |
| Total liabilities | $ 253,751 | $ 239,504 |
| Shareholders' Equity | ||
| Preferred Stock, $0.01 par value; 5,000,000 shares authorized, no shares issued and outstanding as of September 30, 2024 and December 31, 2023 | - | - |
| Common stock, $0.01 par value; 30,000,000 shares authorized as of September 30, 2024 and December 31, 2023; 21,242,813 shares issued and 17,738,740 outstanding, and 17,694,495 shares issued and 15,094,278 outstanding as of September 30, 2024 and December 31, 2023, respectively | 212 | 177 |
| Additional paid-in-capital | 323,255 | 215,420 |
| Accumulated other comprehensive income | 559 | 590 |
| Treasury stock, at cost; 3,504,073 and 2,600,217, respectively | (51,489) | (26,410) |
| Stock subscription notes receivable | (42) | (76) |
| Accumulated deficit | (29,289) | (26,420) |
| Total shareholders' equity | $ 243,206 | $ 163,281 |
| TOTAL LIABILITIES AND EQUITY | $ 496,957 | $ 402,785 |
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, | |||
|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |
| Gross Contract Revenue | $ 113,932 | $ 94,434 | $ 313,341 | $ 253,290 |
| Contract costs: (exclusive of depreciation and amortization below) | ||||
| Direct payroll costs | 41,713 | 33,383 | 118,471 | 94,287 |
| Sub-consultants and expenses | 12,569 | 12,310 | 32,308 | 29,811 |
| Total contract costs | 54,282 | 45,693 | 150,779 | 124,098 |
| Operating Expenses: | ||||
| Selling, general and administrative | 51,903 | 41,735 | 145,795 | 113,717 |
| Depreciation and amortization | 7,395 | 4,500 | 20,572 | 12,785 |
| (Gain) on sale | (81) | (110) | (393) | (347) |
| Total operating expenses | 59,217 | 46,125 | 165,974 | 126,155 |
| Income (loss) from operations | 433 | 2,616 | (3,412) | 3,037 |
| Other expense | 1,572 | 1,495 | 6,000 | 3,852 |
| (Loss) income before tax benefit | (1,139) | 1,121 | (9,412) | (815) |
| Income tax (benefit) | (1,910) | (62) | (6,543) | (1,901) |
| Net income (loss) | $ 771 | $ 1,183 | $ (2,869) | $ 1,086 |
| Earnings allocated to non-vested shares | 53 | 146 | – | 140 |
| Net income (loss) attributable to common shareholders | $ 718 | $ 1,037 | $ (2,869) | $ 946 |
| Earnings (loss) per share | ||||
| Basic | $ 0.04 | $ 0.08 | $ (0.18) | $ 0.08 |
| Diluted | $ 0.04 | $ 0.08 | $ (0.18) | $ 0.07 |
| Weighted average shares outstanding: | ||||
| Basic | 16,537,472 | 12,814,971 | 15,559,279 | 12,304,751 |
| Diluted | 16,835,337 | 13,793,120 | 15,559,279 | 13,437,841 |
BOWMAN CONSULTING GROUP LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands except per share data)
(Unaudited)
| For the Nine Months Ended September 30, | ||
|---|---|---|
| 2024 | 2023 | |
| Cash Flows from Operating Activities: | ||
| Net (loss) income | $ (2,869) | $ 1,086 |
| Adjustments to reconcile net income to net cash provided by operating activities | ||
| Depreciation and amortization - property, plant and equipment | 9,722 | 7,172 |
| Amortization of intangible assets | 10,850 | 5,613 |
| Gain on sale of assets | (393) | (347) |
| Credit losses | 1,043 | 630 |
| Stock based compensation | 20,272 | 18,280 |
| Accretion of discounts on notes payable | 486 | 459 |
| Deferred taxes | (18,351) | (11,134) |
| Changes in operating assets and liabilities | ||
| Accounts receivable | (10,830) | (14,581) |
| Contract assets | (5,229) | (8,118) |
| Prepaid expenses and other assets | 2,909 | (4,370) |
| Accounts payable and accrued expenses | 6,438 | 19,752 |
| Contract liabilities | (1,666) | (2,171) |
| Net cash provided by operating activities | 12,382 | 12,271 |
| Cash Flows from Investing Activities: | ||
| Purchases of property and equipment | (819) | (2,081) |
| Fixed assets converted to lease financing | 17 | - |
| Proceeds from sale of assets and disposal of leases | 399 | 347 |
| Payments received under loans to shareholders | 61 | 115 |
| Acquisitions of businesses, net of cash acquired | (23,327) | (15,442) |
| Collections under stock subscription notes receivable | 33 | 62 |
| Net cash used in investing activities | (23,636) | (16,999) |
| Cash Flows from Financing Activities: | ||
| Proceeds from common stock offering, net of underwriting discounts and commissions and other offering costs | 47,151 | – |
| (Repayments) Borrowings under revolving credit facility | (12,958) | 22,379 |
| Repayments under fixed line of credit | (345) | (381) |
| Proceeds from notes payable | 6,209 | – |
| Repayment under notes payable | (10,951) | (8,715) |
| Proceeds from finance leases | 4,567 | – |
| Payments on finance leases | (6,462) | (4,989) |
| Payment of contingent consideration from acquisitions | (1,357) | – |
| Payments for purchase of treasury stock | (11,130) | (3,594) |
| Repurchases of common stock | (13,950) | – |
| Proceeds from issuance of common stock | 1,453 | 1,177 |
| Net cash provided by financing activities | 2,227 | 5,877 |
| Net (decrease) increase in cash and cash equivalents | (9,027) | 1,149 |
| Cash and cash equivalents, beginning of period | 20,687 | 13,282 |
| Cash and cash equivalents, end of period | $ 11,660 | $ 14,431 |
| Supplemental disclosures of cash flow information: | ||
| Cash paid for interest | $ 5,073 | $ 2,815 |
| Cash paid for income taxes | $ 7,792 | $ 900 |
| Non-cash investing and financing activities | ||
| Property and equipment acquired under finance lease | $ (9,558) | $ (6,724) |
| Note payable converted to common shares | $ (3,368) | $ (672) |
| Issuance of notes payable for acquisitions | $ (15,291) | $ (6,277) |
| Issuance of contingent considerations | $ (1,722) | $ (8,599) |
| Settlement of contingent consideration | $ 1,202 | $ – |
BOWMAN CONSULTING GROUP LTD.
RECONCILIATION OF EPS TO ADJUSTED EPS
(Amounts in thousands except per share data)
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |
| Net income (loss) (GAAP) | $ 771 | $ 1,183 | $ (2,869) | $ 1,086 |
| + tax (benefit) (GAAP) | (1,910) | (62) | (6,543) | (1,901) |
| (Loss) income before tax expense (GAAP) | $ (1,139) | $ 1,121 | $ (9,412) | $ (815) |
| + acquisition related expenses | 1,064 | 555 | 4,349 | 2,177 |
| + amortization of intangibles | 3,696 | 1,948 | 10,850 | 5,613 |
| + non-cash stock comp related to pre-IPO | 796 | 1,744 | 3,473 | 5,207 |
| + other non-core expenses | 1,954 | 560 | 2,767 | 674 |
| Adjusted income before tax expense | $ 6,371 | $ 5,928 | $ 12,027 | $ 12,856 |
| Adjusted income tax expense | 858 | 620 | 3,791 | 1,665 |
| Adjusted net income | $ 5,513 | $ 5,308 | $ 8,236 | $ 11,191 |
| Adjusted earnings allocated to non-vested shares | 381 | 655 | 650 | 1,438 |
| Adjusted net income attributable to common shareholders | $ 5,132 | $ 4,653 | $ 7,586 | $ 9,753 |
| Earnings (loss) per share (GAAP) | ||||
| Basic | $ 0.04 | $ 0.08 | $ (0.18) | $ 0.08 |
| Diluted | $ 0.04 | $ 0.08 | $ (0.18) | $ 0.07 |
| Adjusted earnings per share (Non-GAAP) | ||||
| Basic | $ 0.31 | $ 0.36 | $ 0.49 | $ 0.79 |
| Diluted | $ 0.30 | $ 0.34 | $ 0.48 | $ 0.73 |
| Weighted average shares outstanding | ||||
| Basic | 16,537,472 | 12,814,971 | 15,559,279 | 12,304,751 |
| Diluted | 16,835,337 | 13,793,120 | 15,904,025 | 13,437,841 |
| Basic Adjusted Earnings (Loss) Per Share Summary - Non-GAAP | For the Three Months Ended September 30, | For the Nine Months Ended September 30, | ||
| 2024 | 2023 | 2024 | 2023 | |
| Earnings (loss) per share (GAAP) | $ 0.04 | $ 0.08 | $ (0.18) | $ 0.08 |
| Pre-tax basic per share adjustments | $ 0.35 | $ 0.38 | $ 0.95 | $ 0.97 |
| Adjusted earnings per share before tax expense | $ 0.39 | $ 0.46 | $ 0.77 | $ 1.05 |
| Tax expense per share adjustment | $ 0.05 | $ 0.05 | $ 0.24 | $ 0.14 |
| Adjusted earnings per share - adjusted net income | $ 0.34 | $ 0.41 | $ 0.53 | $ 0.91 |
| Adjusted earnings per share allocated to non-vested shares | $ 0.03 | $ 0.05 | $ 0.04 | $ 0.12 |
| Adjusted earnings per share attributable to common shareholders | $ 0.31 | $ 0.36 | $ 0.49 | $ 0.79 |
| Diluted Adjusted Earnings (Loss) Per Share Summary - Non-GAAP | For the Three Months Ended September 30, | For the Nine Months Ended September 30, | ||
| 2024 | 2023 | 2024 | 2023 | |
| Earnings (loss) per share (GAAP) | $ 0.04 | $ 0.08 | $ (0.18) | $ 0.07 |
| Pre-tax diluted per share adjustments | $ 0.34 | $ 0.35 | $ 0.94 | $ 0.89 |
| Adjusted earnings per share before tax expense | $ 0.38 | $ 0.43 | $ 0.76 | $ 0.96 |
| Tax expense per share adjustment | $ 0.05 | $ 0.04 | $ 0.24 | $ 0.12 |
| Adjusted earnings per share - adjusted net income | $ 0.33 | $ 0.39 | $ 0.52 | $ 0.84 |
| Adjusted earnings per share allocated to non-vested shares | $ 0.03 | $ 0.05 | $ 0.04 | $ 0.11 |
| Adjusted earnings per share attributable to common shareholders | $ 0.30 | $ 0.34 | $ 0.48 | $ 0.73 |
BOWMAN CONSULTING GROUP LTD.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(Amounts in thousands except per share data)
| Combined Statement of Operations Reconciliation | For the Three Months Ended September 30, | For the Nine Months Ended September 30, | ||
|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |
| Gross contract revenue | $ 113,932 | 94,434 | $ 313,341 | $ 253,290 |
| Contract costs (exclusive of depreciation and amortization) | 54,282 | 45,693 | 150,779 | 124,098 |
| Operating expense | 59,217 | 46,125 | 165,974 | 126,155 |
| Income (loss) from operations | 433 | 2,616 | $ (3,412) | $ 3,037 |
| Other expense | 1,572 | 1,495 | 6,000 | 3,852 |
| Income tax (benefit) | (1,910) | (62) | (6,543) | (1,901) |
| Net income (loss) | $ 771 | 1,183 | $ (2,869) | $ 1,086 |
| Net margin | 0.7 % | 1.3 % | (0.9) % | 0.4 % |
| Other financial information 1 | ||||
| Net service billing | $ 101,363 | 82,124 | $ 281,033 | $ 223,479 |
| Adjusted EBITDA | 16,970 | 15,057 | 42,511 | 35,783 |
| Adjusted EBITDA margin, net | 16.7 % | 18.3 % | 15.1 % | 16.0 % |
| Gross Contract Revenue to Net Service Billing Reconciliation | For the Three Months Ended September 30, | For the Nine Months Ended September 30, | ||
| 2024 | 2023 | 2024 | 2023 | |
| Gross contract revenue | $ 113,932 | 94,434 | $ 313,341 | $ 253,290 |
| Less: sub-consultants and other direct expenses | 12,569 | 12,310 | 32,308 | 29,811 |
| Net service billing | $ 101,363 | 82,124 | $ 281,033 | $ 223,479 |
| Adjusted EBITDA Reconciliation | For the Three Months Ended September 30, | For the Nine Months Ended September 30, | ||
| 2024 | 2023 | 2024 | 2023 | |
| Net Service Billing | $ 101,363 | 82,124 | $ 281,033 | $ 223,479 |
| Net income (loss) | $ 771 | 1,183 | $ (2,869) | $ 1,086 |
| + interest expense | 1,938 | 1,538 | 5,844 | 3,545 |
| + depreciation & amortization | 7,395 | 4,500 | 20,572 | 12,785 |
| + tax (benefit) | (1,910) | (62) | (6,543) | (1,901) |
| EBITDA | $ 8,194 | 7,159 | $ 17,004 | $ 15,515 |
| + non-cash stock compensation | 6,448 | 7,158 | 20,386 | 18,480 |
| + transaction related expenses | – | 63 | – | 186 |
| + settlements and other non-core expenses | 1,954 | 560 | 2,767 | 674 |
| + acquisition expenses | 374 | 117 | 2,354 | 928 |
| Adjusted EBITDA | $ 16,970 | 15,057 | $ 42,511 | $ 35,783 |
| Adjusted EBITDA margin, net | 16.7 % | 18.3 % | 15.1 % | 16.0 % |
All values are in US Dollars.
1 Non-GAAP financial metrics the Company believes offer valuable perspective on results of operations. See Non-GAAP tables below for reconciliations.
BOWMAN CONSULTING GROUP LTD.
GROSS CONTRACT REVENUE COMPOSITION
(Unaudited)
| (dollars in thousands) | For the Three Months Ended September 30, | |||||
|---|---|---|---|---|---|---|
| Consolidated Gross Revenue | 2024 | % | 2023 | % | Change | % Change |
| Building Infrastructure3 | 56,174 | 49.3 % | 51,909 | 55.0 % | 4,265 | 8.2 % |
| Transportation | 21,851 | 19.2 % | 19,769 | 20.9 % | 2,082 | 10.5 % |
| Power and Utilities3 | 20,041 | 17.6 % | 18,586 | 19.7 % | 1,455 | 7.8 % |
| Other Emerging Markets1 | 15,866 | 13.9 % | 4,170 | 4.4 % | 11,696 | 280.5 % |
| Total | 113,932 | 100.0 % | 94,434 | 100.0 % | 19,498 | 20.6 % |
| Acquired2 | 23,332 | 20.5 % | 15,431 | 16.3 % | 7,901 | 51.2 % |
| (dollars in thousands) | For the Nine Months Ended September 30, | |||||
| Consolidated Gross Revenue | 2024 | % | 2023 | % | Change | % Change |
| Building Infrastructure3 | 165,709 | 52.9 % | 144,862 | 57.2 % | 20,847 | 14.4 % |
| Transportation | 60,145 | 19.2 % | 51,658 | 20.4 % | 8,487 | 16.4 % |
| Power and Utilities3 | 56,229 | 17.9 % | 47,481 | 18.7 % | 8,748 | 18.4 % |
| Other Emerging Markets1 | 31,258 | 10.0 % | 9,289 | 3.7 % | 21,969 | 236.5 % |
| Total | 313,341 | 100.0 % | 253,290 | 100.0 % | 60,051 | 23.7 % |
| Acquired2 | 49,767 | 15.9 % | 27,050 | 10.7 % | 22,717 | 84.0 % |
1 Represents environmental, mining, water resources, imaging and mapping, and other.
2 Acquired revenue in prior periods is as previously reported; four quarters post-closing, acquired revenue is reclassified as organic for the purpose of calculating organic growth rates.
3 Includes certain reclassifications of revenue between categories from prior periods for consistency of presentation.
BOWMAN CONSULTING GROUP LTD.
GROSS BACKLOG BY CATEGORY AT SEPTEMBER 30, 2024
(Unaudited)
| Category | Percentage |
|---|---|
| Building Infrastructure | 46 % |
| Transportation | 29 % |
| Power and Utilities | 15 % |
| Emerging Markets | 10 % |
| TOTAL | 100 % |