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): October 30, 2025
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 1.01. Entry into a Material Definitive Agreement.
On October 30, 2025, Bowman Consulting Group Ltd. (“Bowman” or the “Company) and certain of its subsidiaries as guarantors entered a Second Amendment to Credit Agreement and Joinder Agreement (the “Second Amendment”) to its Credit Agreement dated May 2, 2024 as amended by that certain First Amendment to Credit Agreement dated as of March 12, 2025 (the “Credit Agreement”) with Bank of America N.A, as Administrative Agent, the Swingline Lender and as an L/C Issuer, TD Bank, N.A. as syndication agent and PNC Bank, National Association.
The Second Amendment increases the revolving commitment under the Credit Agreement to $210.0 million from $140.0 million. In addition, it amends and restates the covenant to guarantee obligations in the Credit Agreement to apply to “Material Subsidiaries”, as defined in the Credit Agreement, and allows the Company, so long as no default exists or would result from, to dissolve or liquidate inactive subsidiaries. Finally, the Second Amendment clarifies that as of its date, there has not been as Elevated Ratio Period (as defined in the Credit Agreement.). All other covenants and terms of the Credit Agreement remain the same.
The foregoing summary of the Second Amendment is qualified in its entirety by reference to the full text of the Second Amendment, a copy of which is attached as an Exhibit to this Current Report on Form 8-K and incorporated by reference herein.
Item 2.02. Results of Operations and Financial Condition.
On November 5, 2025, Bowman Consulting Group Ltd. (“Bowman” or the “Company) issued a press release announcing its financial results for the third quarter ended September 30, 2025. 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 Item 2.02 of 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 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The discussion of the Second Amendment set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference in this Item 2.03
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
| Exhibit<br><br>No. | Description |
|---|---|
| 1.1 | Second Amendment, dated as of October 30, 2025, by and among Bowman Consulting Group Ltd., the Guarantors, the Lenders party thereto and Bank of America, N.A. as Administrative Agent |
| 99.1 | Bowman Consulting Group Ltd. press release datedNovemberbwmn-20250930xex991bwmnq32.htm5, 2025. |
| 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 5, 2025 | By: | /s/ Bruce Labovitz |
| Bruce Labovitz | ||
| Chief Financial Officer |
Document
Execution Version
SECOND AMENDMENT TO CREDIT AGREEMENT
AND JOINDER AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT AND JOINDER AGREEMENT (this “Amendment”), dated as of October 30, 2025, is by and among BOWMAN CONSULTING GROUP LTD., a Delaware corporation (the “Borrower”), certain Subsidiaries of the Borrower identified on the signature pages hereto as existing guarantors (the “Existing Guarantors”), that certain Subsidiary of the Borrower identified on the signature pages hereto as a joining guarantor (the “Joining Guarantor” and, together with the Existing Guarantors, the “Guarantors”), each of the Lenders party hereto and BANK OF AMERICA, N.A., in its capacity as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), as Swingline Lender and as an L/C Issuer. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.
W I T N E S S E T H
WHEREAS, the Borrower, the Guarantors, the Administrative Agent and certain other financial institutions from time to time party thereto, including the Lenders party thereto on the date hereof (but immediately prior to the Second Amendment Effective Date) (collectively, the “Existing Lenders”) are parties to that certain Credit Agreement, dated as of May 2, 2024, as amended by that certain First Amendment to Credit Agreement, dated as of March 12, 2025 (as further amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”);
WHEREAS, the Borrower has requested that the Existing Lenders amend certain provisions of the Credit Agreement to, among other things, increase the aggregate amount of the Revolving Commitment from $140,000,000 to $210,000,000;
WHEREAS, the Existing Lenders are willing to make such amendments to the Credit Agreement in accordance with and subject to the terms and conditions set forth herein; and
WHEREAS, PNC Bank, National Association (the “New Lender”), has agreed to provide a portion of such additional Revolving Commitments and, in connection therewith, such party hereto desires to join and become a Lender under the Credit Agreement pursuant to the terms hereof;
WHEREAS, the Borrower desires to join the Joining Guarantor as a Guarantor under the Credit Agreement and the other Loan Documents. and
NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
AMENDMENTS TO CREDIT AGREEMENT
1.1Amendments to Credit Agreement. Subject to the terms and conditions set forth herein, the Credit Agreement is amended as follows:
(a)Section 1.01 of the Credit Agreement is hereby amended to add the following new definition thereto in proper alphabetical order:
“Second Amendment Effective Date” means October 30, 2025.
(b)The following definitions set forth in Section 1.01 of the Credit Agreement are hereby amended and restated in their entirety, and new definitions of “Material Subsidiary” and “Total Assets” are added in appropriate alphabetical order, all to read as follows:
“Fee Letter” means, collectively, (a) the letter agreement, dated as of February 28, 2024, between the Borrower, the Administrative Agent and the Arranger and (b) the letter agreement, dated as of September 30, 2025, between the Borrower, the Administrative Agent and the Arranger.
“Material Subsidiary” means any Subsidiary of the Borrower that, together with its Subsidiaries, (a) generates greater than 5% of EBITDA on a Pro Forma Basis for the Measurement Period most recently ended or (b) has total assets (including equity interests in other Subsidiaries and excluding investments that are eliminated in consolidation) of greater than 5% of Total Assets as of the end of the most recently ended Measurement Period; provided, however, that if, as of the date that a Compliance Certificate is required to be delivered pursuant to Section 6.02(b) there are Subsidiaries that do not constitute “Material Subsidiaries” pursuant to clauses (a) or (b) above but which collectively (i) generate greater than 10% of EBITDA on a Pro Forma Basis for the Measurement Period most recently ended or (ii) have total assets (including equity interests in other Subsidiaries and excluding investments that are eliminated in consolidation) of greater than 10% of Total Assets as of the end of the most recently ended Measurement Period, then the Borrower shall promptly designate one or more of such Subsidiaries as a Material Subsidiary and cause any such Subsidiaries to comply with the provisions of Section 6.13 such that, after such Subsidiaries become Guarantors hereunder, the Subsidiaries that are not Guarantors shall collectively (A) generate 10% or less of EBITDA on a Pro Forma Basis for the Measurement Period most recently ended and (B) have total assets or 10% or less of Total Assets as of the end of the most recently ended Measurement Period.
“Revolving Commitment” means, as to each Revolving Lender, its obligation to (a) make Revolving Loans to the Borrower pursuant to Section 2.01 or Section 2.16, as applicable, (b) purchase participations in L/C Obligations and (c) purchase participations in Swingline Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 1.01(b) under the caption “Revolving Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The Revolving Commitment of all of the Revolving Lenders as of the Second Amendment Effective Date is $210,000,000.
“Swingline Sublimit” means an amount equal to the lesser of (a) $25,000,000 and (b) the Revolving Facility. The Swingline Sublimit is part of, and not in addition to, the Revolving Facility.
“Total Assets” means, as of any date of determination, the amount which in accordance with GAAP would be set forth under the caption “Total Assets” (or any like caption) on a consolidated balance sheet of the Borrower and its Subsidiaries, as of the most recently ended Measurement Period for which financial statements have been delivered to the Administrative Agent pursuant to Section 6.01(a) or (b).
(c)The proviso to the first sentence of Section 2.16(a) of the Credit Agreement is hereby amended to delete the phrase “and subject to the approval of the Revolving Lenders in their sole and absolute discretion” therefrom.
(d)Section 6.13 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
Covenant to Guarantee Obligations.
The Loan Parties will cause each of their Material Subsidiaries whether newly formed, after acquired, designated by the Borrower or otherwise existing to promptly (and in any event within ninety (90) days after such Subsidiary is formed or acquired and within thirty (30) days after such Subsidiary is designated as a Material Subsidiary pursuant to the definition thereof (or, in either case, such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement. Notwithstanding anything else herein, (a) any direct or indirect parent of any Guarantor (other than the Borrower or any direct or indirect parent of the Borrower) shall be required to be a Guarantor hereunder and (b) if at any time following the Closing Date any Subsidiary of any Loan Party listed as “non-operational” in Schedule 5.20(a) becomes operational, such Subsidiary shall become a Guarantor hereunder by way of execution of a Joinder Agreement within thirty (30) days after assuming operations. In connection with the foregoing, the Loan Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.01(b), (c) (unless waived by the Administrative Agent in reasonable discretion), (e), (f), (o) and 6.14 and such other documents or agreements as the Administrative Agent may reasonably request, including without limitation, updated Schedules to this Agreement.
(e)Sections 7.04 of the Credit Agreement is hereby amended to delete the “and” at the end of clause (c) thereof, redesignate clause (d) thereof as clause (e) and insert a new clause (d) to read as follows:
(d) any Loan Party may dissolve or liquidate any inactive Subsidiary or shell entity; and
(f)Section 7.11(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
(a) Leverage Ratio. Permit the Leverage Ratio as of the end of any Measurement Period ending as of the end of each fiscal quarter of the Borrower to be greater than 3.25:1.00. Notwithstanding anything set forth herein to the contrary, after the closing of any Permitted Acquisition, the Borrower may exercise an option to increase the permitted maximum Leverage Ratio to 3.75:1.0 for a period of four (4) quarters commencing with the quarter during which the Permitted Acquisition closes (each an “Elevated Ratio Period”), provided that (i) no more than two (2) Elevated Ratio Periods shall be permitted during the term of this Agreement and (ii) there shall exist at least one
(1) fiscal quarter between Elevated Ratio Periods. As of the date of the Second Amendment Effective Date, there has not been an Elevated Ratio Period.
(g)Schedule 1.01(b), 1.01(c), 2.01, 5.10, 5.20(a), 5.20(b), 5.21(d) and 5.21(f) of the Credit Agreement are hereby deleted and Schedules 1.01(b), Schedule 2.01 and 5.10 attached hereto are substituted therefor, respectively.
(h)Exhibit C to the Credit Agreement is hereby amended to add the following to the end thereof: “As of the end of the Measurement Period to which this Compliance Certificate relates, the Borrower [is in compliance with the requirements of Section 6.13 of the Credit Agreement] [has the Borrower has designated _________________________ as a Material Subsidiary to be joined as a Guarantor to the Credit Agreement pursuant to Section 6.13 of the Credit Agreement].
1.2New Lender. Without limiting any of the foregoing and for the avoidance of doubt, the New Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement), (iii) from and after the Second Amendment Effective Date, it shall be bound by the provisions of the Credit Agreement and the other Loan Documents and shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by its Revolving Commitment and either it or the Person exercising discretion in making its decision to acquire such Revolving Commitment is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and become a Lender under the Credit Agreement, on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (vi) if it is not a U.S. Person, it has delivered any documentation required to be delivered by it pursuant to the terms of the Credit Agreement; (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender; (c) appoints and authorizes the Administrative Agent to take such action as administrative agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (d) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Loan Parties and their Affiliates or their respective securities and agrees to use such information in accordance with Section 11.07 of the Credit Agreement.
1.3Reallocation of Commitments
(a)The parties hereto acknowledge and agree that simultaneously with the Second Amendment Effective Date, the Revolving Commitments of each Existing Lender (before giving effect to this Amendment) and the outstanding Loans held by each Existing Lender (before giving effect to this
Amendment) (the “Outstanding Loans”) shall be reallocated as determined by the Administrative Agent, such that after giving effect thereto and to the effectiveness of this Amendment, the Commitments and the Outstanding Loans held by all Lenders (including the New Lender) shall be as set forth on Schedule 1.01(b) of the Credit Agreement as amended hereby. The parties hereto agree that any requisite assignments shall be deemed to be made in such amounts among the Lenders (including the New Lender) with the same force and effect as if such assignments were evidenced by applicable Assignment and Assumptions. Notwithstanding anything to the contrary in Section 11.06 of the Credit Agreement, no other documents or instruments, including any Assignment and Assumption, shall be required to be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption under the Credit Agreement but without the payment of any related assignment fee or pro rata assignment requirement in Section 11.06(b) of the Credit Agreement (all of which requirements are hereby waived). On the Second Amendment Effective Date, the Lenders (including the New Lender) shall make full cash settlement with one another with respect to the Outstanding Loans, Revolving Commitments and Total Credit Exposure, either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in Commitments and Total Credit Exposure, such that after giving effect to such settlements, the Commitments and the Outstanding Loans held by all Lenders (including the New Lender) shall be as set forth on Schedule 1.01(b) of the Credit Agreement as amended hereby. In furtherance of the foregoing and the other transactions contemplated hereby, and notwithstanding anything to the contrary contained in the Credit Agreement, any Existing Lender may exchange, continue or rollover all or a portion of its Outstanding Loans in connection with the transactions contemplated by this Amendment, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent and such Existing Lender. The Borrower shall be deemed to have repaid and reborrowed any Loans as may be necessary to effectuate such reallocations and the increase of the Loans in connection with any funding of the Revolving Commitments on the date hereof.
(b)For the avoidance of doubt, the parties agree that the increase to the Revolving Facility pursuant to this Amendment shall not be deemed to be an exercise of Section 2.16 of the Credit Agreement; and therefore the requirements of Section 2.16 of the Credit Agreement do not apply to the increase to the Revolving Facility pursuant to this Amendment.
1.4Guarantor Joinder
(a)The Joining Guarantor hereby acknowledges, agrees and confirms that, by its execution of this Agreement, such Joining Guarantor will be deemed to be a party to and a “Guarantor” under the Credit Agreement and shall have all of the obligations of a Guarantor thereunder as if it had executed the Credit Agreement and the other Loan Documents as a Guarantor. The Joining Guarantor hereby ratifies, as of the date hereof, and agrees to be bound by, all representations and warranties, covenants and other terms, conditions and provisions of the Credit Agreement and the other applicable Loan Documents. Without limiting the generality of the foregoing, the Joining Guarantor hereby guarantees, jointly and severally together with the other Guarantors, the prompt payment of the Secured Obligations in accordance with Article X of the Credit Agreement.
(b)The Joining Guarantor hereby acknowledges, agrees and confirms that, by its execution of this Amendment, such Joining Guarantor will be deemed to be a party to the Security Agreement, and shall have all the rights and obligations of an “Grantor” (as such term is defined in the Security Agreement) thereunder as if it had executed the Security Agreement. The Joining Guarantor hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and
conditions contained in the Security Agreement. Without limiting the generality of the foregoing, the Joining Guarantor hereby grants, pledges and assigns to the Administrative Agent, for the benefit of the Secured Parties, a continuing security interest in, and a right of set off, to the extent applicable, against any and all right, title and interest of such Joining Guarantor in and to the Collateral (as such term is defined in Section 2 of the Security Agreement) of such Joining Guarantor.
(c)The Joining Guarantor acknowledges and confirms that it has received a copy of the Credit Agreement and the schedules and exhibits thereto and each Loan Document and Collateral Document and the schedules and exhibits thereto. The information on the schedules to the Credit Agreement and the Collateral Documents are hereby supplemented (to the extent permitted under the Credit Agreement or Collateral Documents) to reflect the information shown on the respective amended and restated Schedules to the Credit Agreement attached hereto.
(d)Each Loan Party confirms that the Credit Agreement is, and upon the Joining Guarantor becoming a Guarantor, shall continue to be, in full force and effect. The parties hereto confirm and agree that immediately upon the Joining Guarantor becoming a Guarantor the term “Obligations,” as used in the Credit Agreement, shall include all obligations of such Joining Guarantor under the Credit Agreement and under each other Loan Document.
(e)Each of each Loan Party and the Joining Guarantor agrees that at any time and from time to time, upon the written request of the Administrative Agent, it will execute and deliver such further documents and do such further acts as the Administrative Agent may reasonably request in accordance with the terms and conditions of the Credit Agreement and the other Loan Documents in order to effect the purposes of this Amendment.
ARTICLE II CONDITIONS TO EFFECTIVENESS
1.1Closing Conditions. This Amendment shall become effective as of the day and year set forth above (the “Second Amendment Effective Date”) upon satisfaction of the following conditions (in each case, in form and substance reasonably acceptable to the Administrative Agent):
(a)Executed Amendment. The Administrative Agent shall have received a copy of this Amendment duly executed by each of the Loan Parties (including the Joining Guarantor), each Existing Lender, the New Lender and the Administrative Agent.
(b)Fees and Expenses. Any fees required to be paid on or before the Second Amendment Effective Date, including, without limitation, pursuant to that certain Fee Letter, dated as of September 30, 2025, between the Borrower, the Administrative Agent and the Arranger, shall have been paid.
(c)Legal Opinion. The Administrative Agent shall have received an opinion or opinions of counsel for the Borrower, dated as of the Second Amendment Effective Date and addressed to the Administrative Agent and the Lenders, which shall be in form and substance satisfactory to the Administrative Agent.
(d)Resolutions. The Borrower shall deliver to the Administrative Agent a certificate of the Borrower, dated as of the Second Amendment Effective Date, signed by a Responsible Officer of the Borrower certifying the resolutions adopted by the governing body of the Borrower approving the
transactions contemplated hereunder, including, without limitation, the increase in the Revolving Commitment.
(e)Searches. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent, searches of UCC filings or equivalents in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens.
(f)Miscellaneous. All other documents and legal matters in connection with the transactions contemplated by this Amendment shall be reasonably satisfactory in form and substance to the Administrative Agent and its counsel.
For purposes of determining compliance with the conditions specified in this Section 2, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the Second Amendment Effective Date specifying its objections.
ARTICLE III
MISCELLANEOUS
1.1Amended Terms. As of and following the Second Amendment Effective Date, all references to the Credit Agreement in each of the Loan Documents shall mean the Credit Agreement as amended by this Amendment. Except as specifically amended hereby, the Credit Agreement is hereby ratified and confirmed and shall remain in full force and effect according to its terms.
1.2Representations and Warranties of Loan Parties. Each of the Loan Parties represents and warrants as follows:
(a)It has taken all necessary action to authorize the execution, delivery and performance of this Amendment.
(b)This Amendment has been duly executed and delivered by such Person and constitutes such Person’s legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).
(c)No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by such Person of this Amendment.
(d)The representations and warranties set forth in Article V of the Credit Agreement are true and correct as of the date hereof (except for those which expressly relate to an earlier date).
(e)After giving effect to this Amendment, no event has occurred and is continuing which constitutes a Default or an Event of Default.
(f)The Collateral Documents continue to create a valid security interest in, and Lien upon, the Collateral, in favor of the Administrative Agent, for the benefit of the Lenders, which security interests and Liens are perfected in accordance with the terms of the Collateral Documents and prior to all Liens other than Permitted Liens.
(g)The Obligations are not reduced or modified by this Amendment and are not subject to any offsets, defenses or counterclaims.
1.3Reaffirmation of Obligations. Each Loan Party hereby ratifies the Credit Agreement and each of the other Loan Documents to which it is a party and acknowledges and reaffirms (a) that it is bound by all terms of the Credit Agreement as amended hereby and such other Loan Documents applicable to it and (b) that it is responsible for the observance and full performance of its respective Obligations.
1.4Loan Document. This Amendment shall constitute a Loan Document under the terms of the Credit Agreement.
1.5Further Assurances. The Loan Parties agree to promptly take such action, upon the request of the Administrative Agent, as is necessary to carry out the intent of this Amendment.
1.6Entirety. This Amendment and the other Loan Documents embody the entire agreement among the parties hereto and supersede all prior agreements and understandings, oral or written, if any, relating to the subject matter hereof.
1.7Counterparts; Telecopy. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment or any other document required to be delivered hereunder, by fax transmission or e-mail transmission (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement. Without limiting the foregoing, upon the request of any party, such fax transmission or e-mail transmission shall be promptly followed by such manually executed counterpart.
1.8No Actions, Claims, Etc. As of the date hereof, each of the Loan Parties hereby acknowledges and confirms that it has no knowledge of any actions, causes of action, claims, demands, damages and liabilities of whatever kind or nature, in law or in equity, against the Administrative Agent, the Lenders, or the Administrative Agent’s or the Lenders’ respective officers, employees, representatives, agents, counsel or directors arising from any action by such Persons, or failure of such Persons to act under the Credit Agreement on or prior to the date hereof.
1.9GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
1.10Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
1.11Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. The jurisdiction, service of process and waiver of jury trial provisions set forth in Sections 11.14 and 11.15 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed on the date first above written.
BORROWER: BOWMAN CONSULTING GROUP LTD.,
a Delaware corporation
By: /s/ Bruce Labovitz
Name: Bruce Labovitz
Title: Chief Financial Officer
EXISTING GUARANTORS: BLANKINSHIP & ASSOCIATES, INC.,
a California corporation
By: /s/ Bruce Labovitz
Name: Bruce Labovitz
Title: Chief Financial Officer
BOWMAN GULF COAST LLC,
a Florida limited liability company
By: /s/ Bruce Labovitz
Name: Bruce Labovitz
Title: Chief Financial Officer
BOWMAN INFRASTRUCTURE ENGINEERS LTD.,
a California corporation
By: /s/ Bruce Labovitz
Name: Bruce Labovitz
Title: Chief Financial Officer
BOWMAN NORTH CAROLINA LTD.,
a North Carolina corporation
By: /s/ Bruce Labovitz
Name: Bruce Labovitz
Title: Chief Financial Officer
Signature Page to Second Amendment to Credit Agreement
(BofA / Bowman Consulting)
BOWMAN REALTY CONSULTANTS, LLC,
a Florida limited liability company
By: /s/ Bruce Labovitz
Name: Bruce Labovitz
Title: Chief Financial Officer
HESS-ROUNTREE, INC.,
an Arizona corporation
By: /s/ Bruce Labovitz
Name: Bruce Labovitz
Title: Chief Financial Officer
HIGH MESA, A BOWMAN COMPANY,
a New Mexico corporation
By: /s/ Bruce Labovitz
Name: Bruce Labovitz
Title: Treasurer
MCMAHON ASSOCIATES, INC.,
a Pennsylvania corporations
By: /s/ Bruce Labovitz
Name: Bruce Labovitz
Title: Chief Financial Officer
PROJECT DESIGN CONSULTANTS, LLC,
a California limited liability company
By: /s/ Bruce Labovitz
Name: Bruce Labovitz
Title: Chief Financial Officer
Signature Page to Second Amendment to Credit Agreement
(BofA / Bowman Consulting)
RICHTER & ASSOCIATES, A BOWMAN COMPANY LLC,
a Maryland limited liability company
By: /s/ Bruce Labovitz
Name: Bruce Labovitz
Title: Chief Financial Officer
SPEECE LEWIS ENGINEERS, LLC,
a Nebraska limited liability company
By: /s/ Gary Bowman
Name: Gary Bowma
Title: Chief Executive Officer
SURDEX CORPORATION,
a Missouri corporation
By: /s/ Bruce Labovitz
Name: Bruce Labovitz
Title: Chief Financial Officer
BOWMAN FIRE & LIFE SAFETY, INC. (f/k/a FISHER ENGINEERING, INC.),
a Georgia corporation
By: /s/ Rita D. Fisher
Name: Rita D. Fisher
Title: President
JOINING GUARANTOR: BOWMAN HOLDING, INC.,
a Virginia corporation
By: /s/ Bruce Labovitz
Name: Bruce Labovitz
Title: Treasurer
Signature Page to Second Amendment to Credit Agreement
(BofA / Bowman Consulting)
ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A., as Administrative Agent
By: /s/ Dianna Benner
Name: Dianna Benner
Title: Assistant Vice President
Signature Page to Second Amendment to Credit Agreement
(BofA / Bowman Consulting)
LENDERS: BANK OF AMERICA, N.A.,
as an Existing Lender, as Swingline Lender
and as L/C Issuer
By: /s/ Holver Rivera
Name: Holver Rivera
Title: Senior Vice President
Signature Page to Second Amendment to Credit Agreement
(BofA / Bowman Consulting)
TD BANK, N.A.,
as an Existing Lender
By: /s/ Samuel Bayne
Name: Samuel Bayne
Title: Managing Director
Signature Page to Second Amendment to Credit Agreement
(BofA / Bowman Consulting)
PNC BANK, NATIONAL ASSOCIATION,
as a New Lender
By: /s/ Nancy Rosal Bonnell
Name: Nancy Rosal Bonnell
Title: Managing Director
Signature Page to Second Amendment to Credit Agreement
(BofA / Bowman Consulting)
Document
FOR IMMEDIATE RELEASE
Bowman Reports Third Quarter 2025 Results; Issues 2026 Guidance
November 5, 2025, Reston, VA - Bowman Consulting Group Ltd. (NASDAQ: BWMN), a national engineering services and program management firm, today announced financial results for the quarter ended September 30, 2025.
CEO Commentary
“Our markets continue to demonstrate strong demand and abundant sources of funding for infrastructure planning and improvement,” said Gary Bowman, founder and CEO of Bowman. “Since our public debut nearly five years ago, we have delivered sustained revenue and backlog growth, with this quarter being our first to exceed a $500 million annualized gross revenue pace. As we continue our journey toward improving margins and increasing cash flow generation we are continually evaluating and adapting our capital allocation strategy to maximize opportunities for efficient growth and increasing shareholder value. This quarter we advanced both our power and data center practices through two acquisitions which expand our overhead distribution and power generation design services long-term. We also added significant tech-enabled tools to enhance our solar and general site planning practices. As we introduce our vision for 2026, we are confident in our ability to continue scaling our national footprint, enhancing operational efficiency and leveraging innovation to advance growth and shareholder value.”
Third Quarter 2025 Compared to Third Quarter 2024 Financial Results:
•Gross contract revenue of $126.0 million compared to $113.9 million, an 11% increase
•Net service billing1 of $112.1 million compared to $101.4 million, an 11% increase
•Organic net service billing2 growth of 6.6% compared to 8.3%
•Net income of $6.6 million compared to $0.8 million
•Adjusted EBITDA1 of $18.3 million compared to $17.0 million, a 7.6% increase
•Adjusted EBITDA margin, net 1 of 16.3% compared to 16.7%, a 40-bps decrease
•Cash flows from operations of $10.2 million compared to $6.8 million
First Nine Months of 2025 Compared to First Nine Months of 2024 Financial Results:
•Gross contract revenue of $361.1 million compared to $313.3 million, a 15% increase
•Net service billing1 of $320.1 million compared to $281.0 million, a 14% increase
•Organic net service billing2 growth of 10.6% compared to 5.6%
•Net income of $10.9 million compared to a net loss of $2.9 million
•Adjusted EBITDA1 of $53.0 million compared to $42.5 million, a 24.7% increase
•Adjusted EBITDA margin, net 1 of 16.6% compared to 15.1%, a 150-bps increase
•Cash flows from operations of $26.5 million compared to $12.4 million
•Gross backlog of $447.7 million compared to $379.8 million, a 17.9% increase
CFO Commentary
“Our balance sheet remains healthy, and our current capitalization is sufficient to support our strategic growth initiatives,” said Bruce Labovitz, CFO of Bowman. “The recent increase in our revolver positions us to execute on organic and inorganic growth initiatives well into next year. We continue to focus our efforts on improving operating metrics and increasing cash generation while investing strategically in technology to improve our productivity, streamline our operations, extend our engagement with customers and expand our sources of revenue. Our internal technology incubator, the BIG Fund, has been a terrific source of innovation ideas from within the company and we are actively engaging in proof-of-concept initiatives for several high-potential projects."
Other Notable Events:
•On October 30, 2025, the Company executed a second amendment to its revolving credit facility increasing the maximum amount available to $210.0 million. In connection with the amendment, Bowman expanded its banking syndicate to include Bank of America, TD Bank and PNC Bank.
•Bowman acquired the assets of Sierra Overhead Analytics and technology affiliate ORCaS, expanding its energy practice and digital services portfolio
•Bowman acquired Lazen Power Engineering, adding high-voltage overhead transmission line design capabilities to its power and utility practice
Non-GAAP Adjusted Earnings per Share3
In connection with the release of financial results, the Company reported the non-GAAP financial metric of Adjusted Earnings per Share as follows:
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||
|---|---|---|---|---|
| Adjusted Earnings Per Share (Non-GAAP) | 2025 | 2024 | 2025 | 2024 |
| Basic | $0.63 | $0.31 | $1.26 | $0.49 |
| Diluted | $0.61 | $0.30 | $1.23 | $0.48 |
Fiscal Year 2025 Guidance and Introducing 2026 Guidance
Bowman reaffirmed guidance for fiscal year 2025:
| Date Issued | Net Revenue | Adjusted EBITDA |
|---|---|---|
| August 2025 | $430 - $442 MM | $71 - $77 MM |
The table below shows Bowman’s guidance for fiscal year 2026:
| Date Issued | Net Revenue | Adjusted EBITDA Margin |
|---|---|---|
| November 2025 | $465 - $480 MM | 17.0% - 17.5% |
The current outlook for 2025 is based on completed and definitively contracted acquisitions as of the date of this release. Guidance for 2025 and 2026 do not include contributions from future acquisitions.
Conference Call Information
Bowman will host a conference call to discuss financial results tomorrow morning, November 6, 2025, at 9:00 a.m. ET. Access to a live webcast is available through the Investor Relations section of the Company’s website at investors.bowman.com.
About Bowman Consulting Group Ltd.
Headquartered in Reston, Virginia, Bowman is a national engineering services firm offering infrastructure engineering, technical services and project management solutions to owners and operators of the built environment. With over 2,500 employees and 100 locations 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 Nasdaq under the symbol BWMN. For more information, visit bowman.com or investors.bowman.com.
1 Non-GAAP financial metric the Company believes offers valuable perspective on results of operations (see non-GAAP tables below for reconciliations).
2 Organic growth for the three months ended 09/30/25 excludes revenue from acquisitions completed after September 30, 2024. Year over year growth rates only reflect revenue realized post-acquisition.
3 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 25.8%, 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.
Investor Relations Contact:
Betsy Patterson
ir@bowman.com
BOWMAN CONSULTING GROUP LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands except per share data)
| September 30,<br>2025 | December 31,<br>2024 | |
|---|---|---|
| (Unaudited) | ||
| ASSETS | ||
| Current Assets | ||
| Cash and cash equivalents | $ 16,221 | $ 6,698 |
| Accounts receivable, net | 123,469 | 105,105 |
| Contract assets | 56,652 | 43,369 |
| Notes receivable, current portion | 903 | - |
| Notes receivable - officers, employees, affiliates, current portion | 19 | 1,889 |
| Prepaid and other current assets | 19,592 | 19,560 |
| Total current assets | 216,856 | 176,621 |
| Non-Current Assets | ||
| Property and equipment, net | 46,181 | 42,011 |
| Operating lease, right-of-use assets | 43,468 | 42,085 |
| Goodwill | 137,350 | 134,653 |
| Notes receivable, less current portion | - | 903 |
| Notes receivable - officers, employees, affiliates, less current portion | 1,108 | 638 |
| Other intangible assets, net | 60,670 | 65,409 |
| Deferred tax asset, net | 3,111 | 42,040 |
| Other assets | 1,432 | 1,521 |
| Total Assets | $ 510,176 | $ 505,881 |
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||
| Current Liabilities | ||
| Revolving credit facility | 57,000 | 37,000 |
| Accounts payable and accrued liabilities, current portion | 55,972 | 51,626 |
| Contract liabilities | 14,850 | 7,905 |
| Notes payable, current portion | 14,218 | 17,075 |
| Operating lease obligation, current portion | 11,441 | 10,979 |
| Finance lease obligation, current portion | 13,518 | 10,394 |
| Total current liabilities | 166,999 | 134,979 |
| Non-Current Liabilities | ||
| Other non-current obligations | 1,636 | 45,079 |
| Notes payable, less current portion | 15,205 | 19,992 |
| Operating lease obligation, less current portion | 38,614 | 37,058 |
| Finance lease obligation, less current portion | 21,222 | 17,940 |
| Pension and post-retirement obligation, less current portion | 4,695 | 4,718 |
| Total liabilities | $ 248,371 | $ 259,766 |
| Shareholders' Equity | ||
| Preferred Stock, $0.01 par value; 5,000,000 shares authorized, no shares issued and outstanding as of September 30, 2025 and December 31, 2024 | - | - |
| Common stock, $0.01 par value; 30,000,000 shares authorized as of September 30, 2025 and December 31, 2024; 21,832,454 shares issued and 17,354,202 outstanding, and 21,281,247 shares issued and 17,382,138 outstanding as of September 30, 2025 and December 31, 2024, respectively | 218 | 213 |
| Additional paid-in-capital | 347,649 | 329,073 |
| Accumulated other comprehensive income | 1,049 | 1,146 |
| Treasury stock, at cost; 4,478,252 and 3,899,109 shares, respectively | (74,608) | (60,901) |
| Stock subscription notes receivable | — | (30) |
| Accumulated deficit | (12,503) | (23,386) |
| Total shareholders' equity | $ 261,805 | $ 246,115 |
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 510,176 | $ 505,881 |
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, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Gross Contract Revenue | $ 126,033 | $ 113,932 | $ 361,054 | $ 313,341 |
| Contract costs: (exclusive of depreciation and amortization below) | ||||
| Direct payroll costs | 45,163 | 41,713 | 129,548 | 118,471 |
| Sub-consultants and expenses | 13,946 | 12,569 | 40,917 | 32,308 |
| Total contract costs | 59,109 | 54,282 | 170,465 | 150,779 |
| Operating Expenses: | ||||
| Selling, general and administrative | 55,174 | 51,903 | 155,418 | 145,795 |
| Depreciation and amortization | 6,887 | 7,395 | 19,952 | 20,572 |
| Gain on sale of assets, net | (429) | (81) | (253) | (393) |
| Total operating expenses | 61,632 | 59,217 | 175,117 | 165,974 |
| Income (loss) from operations | 5,292 | 433 | 15,472 | (3,412) |
| Other expense | 2,018 | 1,572 | 5,764 | 6,000 |
| Income (loss) before tax benefit | 3,274 | (1,139) | 9,708 | (9,412) |
| Income tax benefit | (3,344) | (1,910) | (1,175) | (6,543) |
| Net income (loss) | $ 6,618 | $ 771 | $ 10,883 | $ (2,869) |
| Earnings allocated to non-vested shares | 303 | 53 | 539 | – |
| Net income (loss) attributable to common shareholders | $ 6,315 | $ 718 | $ 10,344 | $ (2,869) |
| Earnings (loss) per share | ||||
| Basic | $ 0.38 | $ 0.04 | $ 0.63 | $ (0.18) |
| Diluted | $ 0.37 | $ 0.04 | $ 0.62 | $ (0.18) |
| Weighted average shares outstanding: | ||||
| Basic | 16,471,145 | 16,537,472 | 16,387,590 | 15,559,279 |
| Diluted | 16,981,877 | 16,835,337 | 16,756,227 | 15,559,279 |
BOWMAN CONSULTING GROUP LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(Unaudited)
| For the Nine Months Ended September 30, | ||
|---|---|---|
| 2025 | 2024 | |
| Cash Flows from Operating Activities: | ||
| Net income (loss) | $ 10,883 | $ (2,869) |
| Adjustments to reconcile net income (loss) to net cash provided by operating activities | ||
| Depreciation and amortization - property, plant and equipment | 12,466 | 9,722 |
| Amortization of intangible assets | 7,486 | 10,850 |
| Gain on sale of assets | (387) | (393) |
| Credit losses | 1,233 | 1,043 |
| Stock based compensation | 14,185 | 20,272 |
| Deferred taxes | 38,929 | (18,351) |
| Accretion of discounts on notes payable | 990 | 486 |
| Other | (35) | – |
| Changes in operating assets and liabilities | ||
| Accounts receivable | (18,938) | (10,830) |
| Contract assets | (12,757) | (5,229) |
| Prepaid expenses and other assets | 1,318 | 2,909 |
| Accounts payable and accrued expenses | (35,438) | 6,438 |
| Contract liabilities | 6,536 | (1,666) |
| Net cash provided by operating activities | 26,471 | 12,382 |
| Cash Flows from Investing Activities: | ||
| Purchases of property and equipment | (1,176) | (819) |
| Fixed assets converted to lease financing | – | 17 |
| Proceeds from sale of assets and disposal of leases | 530 | 399 |
| Payments received under loans to shareholders | – | 61 |
| Proceeds from notes receivable | 1,152 | – |
| Acquisitions of businesses, net of cash acquired | (1,961) | (23,327) |
| Collections under stock subscription notes receivable | 28 | 33 |
| Net cash used in investing activities | (1,427) | (23,636) |
| Cash Flows from Financing Activities: | ||
| Proceeds from common stock offering, net of underwriting discounts and commissions and other offering costs | – | 47,151 |
| Borrowings (Repayments) under revolving credit facility | 20,000 | (12,958) |
| Repayments under fixed line of credit | – | (345) |
| Proceeds from notes payable | – | 6,209 |
| Repayment under notes payable | (12,642) | (10,951) |
| Proceeds from finance leases | – | 4,567 |
| Payments on finance leases | (9,155) | (6,462) |
| Payment of contingent consideration from acquisitions | (1,361) | (1,357) |
| Payments for purchase of treasury stock | (4,250) | (11,130) |
| Repurchases of common stock | (9,458) | (13,950) |
| Proceeds from issuance of common stock | 1,345 | 1,453 |
| Net cash (used in) provided by financing activities | (15,521) | 2,227 |
| Net increase (decrease) in cash and cash equivalents | 9,523 | (9,027) |
| Cash and cash equivalents, beginning of period | 6,698 | 20,687 |
| Cash and cash equivalents, end of period | $ 16,221 | $ 11,660 |
| Supplemental disclosures of cash flow information: | ||
| Cash paid for interest | $ 5,219 | $ 5,073 |
| Cash paid for income taxes | $ 1,719 | $ 7,792 |
| Non-cash investing and financing activities | ||
| Property and equipment acquired under finance lease | $ (15,625) | $ (9,558) |
| Note payable converted to common shares | $ (1,790) | $ (3,368) |
| Issuance of notes payable for acquisitions | $ (4,121) | (15,291) |
| Issuance of contingent considerations | $ – | (1,722) |
| Settlement of contingent consideration | $ 3,004 | 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, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Net income (loss) (GAAP) | $ 6,618 | $ 771 | $ 10,883 | $ (2,869) |
| + income tax benefit (GAAP) | (3,344) | (1,910) | (1,175) | (6,543) |
| Income (loss) before tax expense (GAAP) | $ 3,274 | $ (1,139) | $ 9,708 | $ (9,412) |
| + acquisition related expenses | 644 | 1,064 | 2,388 | 4,349 |
| + amortization of intangibles | 2,353 | 3,696 | 7,486 | 10,850 |
| + non-cash stock comp related to pre-IPO | 169 | 796 | 993 | 3,473 |
| + other non-core expenses | 1,286 | 1,954 | 1,616 | 2,767 |
| Adjusted income before tax expense | $ 7,726 | $ 6,371 | $ 22,191 | $ 12,027 |
| Adjusted income tax expense (benefit) | (3,142) | 858 | 515 | 3,791 |
| Adjusted net income | $ 10,868 | $ 5,513 | $ 21,676 | $ 8,236 |
| Adjusted earnings allocated to non-vested shares | 521 | 381 | 1,074 | 650 |
| Adjusted net income attributable to common shareholders | $ 10,347 | $ 5,132 | $ 20,602 | $ 7,586 |
| Earnings (loss) per share (GAAP) | ||||
| Basic | $ 0.38 | $ 0.04 | $ 0.63 | $ (0.18) |
| Diluted | $ 0.37 | $ 0.04 | $ 0.62 | $ (0.18) |
| Adjusted earnings per share (Non-GAAP) | ||||
| Basic | $ 0.63 | $ 0.31 | $ 1.26 | $ 0.49 |
| Diluted | $ 0.61 | $ 0.30 | $ 1.23 | $ 0.48 |
| Weighted average shares outstanding | ||||
| Basic | 16,471,145 | 16,537,472 | 16,387,590 | 15,559,279 |
| Diluted | 16,891,877 | 16,835,337 | 16,756,227 | 15,904,025 |
| Basic Adjusted Earnings Per Share Summary - Non-GAAP | For the Three Months Ended September 30, | For the Nine Months Ended September 30, | ||
| 2025 | 2024 | 2025 | 2024 | |
| Income (loss) per share (GAAP) | $ 0.38 | $ 0.04 | $ 0.63 | $ (0.18) |
| Pre-tax basic per share adjustments | $ 0.09 | $ 0.35 | $ 0.72 | $ 0.95 |
| Adjusted earnings per share before tax expense | $ 0.47 | $ 0.39 | $ 1.35 | $ 0.77 |
| Income tax expense (benefit) per share adjustment | $ (0.19) | $ 0.05 | $ 0.03 | $ 0.24 |
| Adjusted earnings per share - adjusted net income | $ 0.66 | $ 0.34 | $ 1.32 | $ 0.53 |
| Adjusted earnings per share allocated to non-vested shares | $ 0.03 | $ 0.03 | $ 0.06 | $ 0.04 |
| Adjusted earnings per share attributable to common shareholders | $ 0.63 | $ 0.31 | $ 1.26 | $ 0.49 |
| Diluted Adjusted Earnings Per Share Summary - Non-GAAP | For the Three Months Ended September 30, | For the Nine Months Ended September 30, | ||
| 2025 | 2024 | 2025 | 2024 | |
| Income (loss) per share (GAAP) | $ 0.37 | $ 0.04 | $ 0.62 | $ (0.18) |
| Pre-tax diluted per share adjustments | $ 0.09 | $ 0.34 | $ 0.70 | $ 0.94 |
| Adjusted earnings per share before tax expense | $ 0.46 | $ 0.38 | $ 1.32 | $ 0.76 |
| Income tax expense (benefit) per share adjustment | $ (0.19) | $ 0.05 | $ 0.03 | $ 0.24 |
| Adjusted earnings per share - adjusted net income | $ 0.65 | $ 0.33 | $ 1.29 | $ 0.52 |
| Adjusted earnings per share allocated to non-vested shares | $ 0.04 | $ 0.03 | $ 0.06 | $ 0.04 |
| Adjusted earnings per share attributable to common shareholders | $ 0.61 | $ 0.30 | $ 1.23 | $ 0.48 |
BOWMAN CONSULTING GROUP LTD.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(Amounts in thousands except per share data)
| Condensed Combined Statement of Operations Reconciliation | For the Three Months Ended September 30, | For the Nine Months Ended September 30, | ||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Gross contract revenue | $ 126,033 | $ 113,932 | $ 361,054 | $ 313,341 |
| Contract costs (exclusive of depreciation and amortization) | 59,109 | 54,282 | 170,465 | 150,779 |
| Operating expense | 61,632 | 59,217 | 175,117 | 165,974 |
| Income (loss) from operations | 5,292 | 433 | 15,472 | (3,412) |
| Other expense | 2,018 | 1,572 | 5,764 | 6,000 |
| Income tax benefit | (3,344) | (1,910) | (1,175) | (6,543) |
| Net income (loss) | $ 6,618 | $ 771 | $ 10,883 | $ (2,869) |
| Net margin | 5.3 % | 0.7 % | 3.0 % | (0.9) % |
| Other financial information 1 | ||||
| Net service billing | $ 112,087 | $ 101,363 | $ 320,137 | $ 281,033 |
| Adjusted EBITDA | 18,288 | 16,970 | 52,995 | 42,511 |
| Adjusted EBITDA margin, net | 16.3 % | 16.7 % | 16.6 % | 15.1 % |
| Gross Contract Revenue to Net Service Billing Reconciliation | For the Three Months Ended September 30, | For the Nine Months Ended September 30, | ||
| 2025 | 2024 | 2025 | 2024 | |
| Gross contract revenue | $ 126,033 | $ 113,932 | $ 361,054 | $ 313,341 |
| Less: sub-consultants and other direct expenses | 13,946 | 12,569 | 40,917 | 32,308 |
| Net service billing | $ 112,087 | $ 101,363 | $ 320,137 | $ 281,033 |
| Adjusted EBITDA Reconciliation | For the Three Months Ended September 30, | For the Nine Months Ended September 30, | ||
| 2025 | 2024 | 2025 | 2024 | |
| Net Service Billing | $ 112,087 | $ 101,363 | $ 320,137 | $ 281,033 |
| Net income (loss) | $ 6,618 | $ 771 | $ 10,883 | $ (2,869) |
| + interest expense | 2,242 | 1,938 | 6,614 | 5,844 |
| + depreciation & amortization | 6,887 | 7,395 | 19,952 | 20,572 |
| + income tax benefit | (3,344) | (1,910) | (1,175) | (6,543) |
| EBITDA | $ 12,403 | $ 8,194 | $ 36,274 | $ 17,004 |
| + non-cash stock compensation | 4,508 | 6,448 | 14,242 | 20,386 |
| + settlements and other non-core expenses | 1,286 | 1,954 | 1,616 | 2,767 |
| + acquisition expenses | 91 | 374 | 863 | 2,354 |
| Adjusted EBITDA | $ 18,288 | $ 16,970 | $ 52,995 | $ 42,511 |
| Adjusted EBITDA margin, net | 16.3 % | 16.7 % | 16.6 % | 15.1 % |
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 | 2025% | 2024% | Change | % Change | ||
| Building Infrastructure1 | 56,845 | 45.1 % | 52,555 | 46.1 % | 4,290 | 8.2 % |
| Transportation | 26,262 | 20.8 % | 21,851 | 19.2 % | 4,411 | 20.2 % |
| Power and Utilities1 | 27,583 | 21.9 % | 23,660 | 20.8 % | 3,923 | 16.6 % |
| Natural Resources & Imaging2 | 15,343 | 12.2 % | 15,866 | 13.9 % | (523) | (3.3) % |
| Total | 126,033 | 100.0 % | 113,932 | 100.0 % | 12,101 | 10.6 % |
| Acquired3 | 4,403 | 3.5 % | 23,332 | 20.5 % | (18,929) | (81.1) % |
| (dollars in thousands) | For the Nine Months Ended September 30, | |||||
| Consolidated Gross Revenue | 2025% | 2024% | Change | % Change | ||
| Building Infrastructure1 | 165,430 | 45.8 % | 155,245 | 49.5 % | 10,185 | 6.6 % |
| Transportation | 74,610 | 20.7 % | 60,145 | 19.2 % | 14,465 | 24.1 % |
| Power and Utilities1 | 79,736 | 22.1 % | 66,693 | 21.3 % | 13,043 | 19.6 % |
| Natural Resources & Imaging2 | 41,278 | 11.4 % | 31,258 | 10.0 % | 10,020 | 32.1 % |
| Total | 361,054 | 100.0 % | 313,341 | 100.0 % | 47,713 | 15.2 % |
| Acquired3 | 10,107 | 2.8 % | 49,767 | 15.9 % | (39,660) | (79.7) % |
1 Includes periodic reclassifications of revenue between categories from prior periods for consistency of presentation. For the three and nine months ended September 30, 2024, $3.7 million and $10.5 million, respectively, of data center revenue were reclassified from Building Infrastructure to Power & Utilities.
2 Formerly Emerging Markets which represents environmental, mining, water resources, imaging and mapping, and other.
3 Acquired revenue in prior periods as previously reported; four quarters post-closing, acquired revenue is thereafter reclassified as organic for the purpose of calculating organic growth rates.
| BOWMAN CONSULTING GROUP LTD. | ||||||
|---|---|---|---|---|---|---|
| ORGANIC GROWTH ANALYSIS | ||||||
| (Unaudited) | ||||||
| For the Three Months Ended September 30, | ||||||
| (dollars in thousands) | 2025% | 2024% | Change | Organic +/- | ||
| Gross Revenue, Organic | 121,629 | 100.0 % | 113,932 | 100.0 % | 7,697 | 6.8 % |
| Building Infrastructure | 55,678 | 45.8 % | 52,555 | 46.1 % | 3,123 | 5.9 % |
| Transportation | 23,943 | 19.7 % | 21,851 | 19.2 % | 2,092 | 9.6 % |
| Power and Utilities | 26,697 | 21.9 % | 23,660 | 20.8 % | 3,037 | 12.8 % |
| Natural Resources & Imaging | 15,311 | 12.6 % | 15,866 | 13.9 % | (555) | (3.5) % |
| For the Nine Months Ended September 30, | ||||||
| (dollars in thousands) | 2025% | 2024% | Change | Organic +/- | ||
| Gross Revenue, Organic | 350,947 | 100.0 % | 313,341 | 100.0 % | 37,606 | 12.0 % |
| Building Infrastructure | 163,008 | 46.5 % | 155,245 | 49.5 % | 7,763 | 5.0 % |
| Transportation | 68,135 | 19.4 % | 60,145 | 19.2 % | 7,990 | 13.3 % |
| Power and Utilities | 78,577 | 22.4 % | 66,693 | 21.3 % | 11,884 | 17.8 % |
| Natural Resources & Imaging | 41,227 | 11.7 % | 31,258 | 10.0 % | 9,969 | 31.9 % |
| For the Three Months Ended September 30, | ||||||
| (dollars in thousands) | 2025% | 2024% | Change | Organic +/- | ||
| Net Revenue, Organic | 108,036 | 100.0 % | 101,376 | 100.0 % | 6,660 | 6.6 % |
| Building Infrastructure | 51,782 | 47.9 % | 49,111 | 48.5 % | 2,671 | 5.4 % |
| Transportation | 18,980 | 17.6 % | 17,052 | 16.8 % | 1,928 | 11.3 % |
| Power and Utilities | 24,122 | 22.3 % | 22,143 | 21.8 % | 1,979 | 8.9 % |
| Natural Resources & Imaging | 13,152 | 12.2 % | 13,070 | 12.9 % | 82 | 0.6 % |
| For the Nine Months Ended September 30, | ||||||
| (dollars in thousands) | 2025% | 2024% | Change | Organic +/- | ||
| Net Revenue, Organic | 310,828 | 100.0 % | 281,033 | 100.0 % | 29,795 | 10.6 % |
| Building Infrastructure | 150,060 | 48.3 % | 143,716 | 51.1 % | 6,344 | 4.4 % |
| Transportation | 55,029 | 17.7 % | 47,393 | 16.9 % | 7,636 | 16.1 % |
| Power and Utilities | 71,402 | 23.0 % | 62,848 | 22.4 % | 8,554 | 13.6 % |
| Natural Resources & Imaging | 34,337 | 11.0 % | 27,076 | 9.6 % | 7,261 | 26.8 % |
BOWMAN CONSULTING GROUP LTD.
GROSS BACKLOG BY CATEGORY AT SEPTEMBER 30, 2025
(Unaudited)
| Category | Percentage |
|---|---|
| Building Infrastructure1 | 38 % |
| Transportation | 30 % |
| Power and Utilities1 | 23 % |
| Natural Resources & Imaging | 9 % |
| TOTAL | 100 % |
1 includes reclassification of data center effective June 30, 2025.