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8-K

Bowman Consulting Group Ltd. (BWMN)

8-K 2023-03-10 For: 2023-03-09
View Original
Added on April 06, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 9, 2023

Bowman Consulting Group Ltd.

(Exact name of registrant as specified in its charter)

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

12355 Sunrise Valley Drive, Suite 520

Reston, Virginia 20191

(Address of principal executive offices) (Zip Code)

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

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

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

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

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

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

Emerging growth company ☒

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

Item 2.02. Results of Operations and Financial Condition.

On March 9, 2023, Bowman Consulting Group Ltd. (“Bowman” or the “Company) issued a press release announcing its financial results for the fourth quarter ended December 31, 2022 and full year ended December 31, 2022. A copy of the press release is furnished as Exhibit 99.1 to this Report.

The information in this Report under this item, including the exhibit, is provided under Item 2.02 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended or otherwise subject to the liabilities of that section. Furthermore, the information in this Report, including the exhibits, shall not be deemed to be incorporated by reference into the Company’s filings under the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit<br> <br>No. Description
99.1 Bowman Consulting Group Ltd. press release dated March 9, 2023.
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: March 10, 2023 By: /s/ Bruce Labovitz
Bruce Labovitz
Chief Financial Officer

EX-99.1

Exhibit 99.1

LOGO

Bowman Announces Record Full Year 2022 Revenue and Adjusted EBITDA

Reston, Va., March 9, 2023 (BUSINESS WIRE) – Bowman Consulting Group Ltd. (Nasdaq: BWMN) (“Bowman” or the “Company”), a national engineering services firm supporting owners and developers of the built environment, today released record financial results for the year ended December 31, 2022.

“During 2022, our first full year as a public company, we exceeded expectations and delivered on our commitment to strategic growth,” said Gary Bowman, Chairman and CEO of Bowman. “We generated record revenue, doubled our adjusted EBITDA, added close to 700 professionals, and made meaningful progress on margin expansion. During the year we closed on eight acquisitions representing over $60 million of annualized revenue as of closing. Demand for infrastructure related design and engineering continues to be strong across our markets, providing us continued optimism about our ability to grow and deliver on our strategic plans for 2023.”

Financial highlights for the three months ended December 31, 2022, compared toDecember 31, 2021:

Gross revenue of $75.6 million, compared to $41.9 million, an 80% increase
Year-over-year organic gross revenue growth^1^ of 30%<br>
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Net service billing^2^ of $66.2 million, compared to<br>$37.8 million, a 75% increase
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Year-over-year organic net service billing growth of 24%
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Net income of $0.5 million, compared to a net loss of ($0.6) million
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Adjusted EBITDA^2^ of $9.4 million, compared to<br>$3.5 million, a 169% increase
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Adjusted EBITDA margin, net^2^of 14.2%, compared to 9.4%, a<br>480 bps increase
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Gross backlog^2^ of $243 million, compared to<br>$167 million, a 46% increase
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Financial highlights for the twelve months ended December 31, 2022, comparedto December 31, 2021:

Gross revenue of $261.7 million, compared to $150.0 million, a 74% increase
Year-over-year organic gross revenue growth of 31%
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Net service revenue^1^ of $235.2 million, compared to<br>$134.9 million, 74% increase
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Year-over-year organic net service billing growth of 26%
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Net income of $5.0 million, compared to a net income of $0.3 million
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Adjusted EBITDA^1^ of $34.0 million, compared to<br>$16.5 million, a 106% increase
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Adjusted EBITDA margin, net^1^of 14.5%, compared to 12.2%, a<br>230 bps increase
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Business highlights during the fourth quarter 2022:

Closed on the acquisition of Spatial Acuity – November 2022
Closed on the acquisition of SEI Engineering – November 2022
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Closed on the acquisition of H2H Geoscience Engineering – December 2022
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Increasing FY 2023 Guidance

The Company is increasing its full year 2023 outlook for Net Service Billing to be in the range of $280 to $295 million and Adjusted EBITDA in the range of $43 to $49 million. The current outlook for 2023 is based on completed acquisitions as of the date of this release and does not include contributions from any future acquisitions. Management will discuss the Company’s acquisition pipeline during its upcoming earnings call.

FY 2022 Earnings Webcast

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

Date: March 10, 2023
Time: 9:00 a.m. Eastern Time
Hosts: Gary Bowman, Chairman and CEO and Bruce Labovitz, Chief Financial Officer
Where: http://investors.bowman.com
^1^ Revenue from acquired companies is reclassified as organic revenue in the first full quarter following the 12-month anniversary of closing.
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^2^ Non-GAAP financial metrics the Company believes offer valuableperspective on results of operations. See Non-GAAP tables below for reconciliations.
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About Bowman Consulting Group Ltd.

Headquartered in Reston, Virginia, Bowman is an established professional services firm delivering innovative engineering solutions to customers who own, develop, and maintain the built environment. With over 1,700 employees more than 65 locations throughout the United States, Bowman provides a variety of planning, engineering, construction management, commissioning, environmental consulting, geomatics, survey, land procurement and other technical services to customers operating in a diverse set of regulated end markets. For more information, visit bowman.com or investors.bowman.com.

Contact:
Investor Relations
Bruce Labovitz Larry Clark
ir@bowman.com lclark@finprofiles.com
(703) 787-3403 (310) 622-8223

Forward-Looking Statements

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

Non-GAAP Financial Measures and Other Key Metrics

We supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, withcertain non-GAAP financial measures, as described below, to help represent, explain, and understand our operating performance. These non-GAAP financialmeasures may be different than similarly referenced measures used by other companies. The non-GAAP measures are intended to enhance investors’ overall understanding and evaluation of our

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 canevaluate 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 measuresare included in the financial tables accompanying this press release.

BOWMAN CONSULTING GROUP LTD.

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands except per share data)

December 31,2021
ASSETS
Current Assets
Cash and equivalents 13,282 $ 20,619
Accounts receivable, net 64,443 38,491
Contract assets 16,321 9,189
Notes receivable - officers, employees, affiliates, current portion 1,016 1,260
Prepaid and other current assets 7,068 4,850
Total current assets 102,130 74,409
Non-Current Assets
Property and equipment, net 25,104 20,202
Operating lease,<br>right-of-use assets 30,264
Goodwill 53,210 28,471
Notes receivable 903 903
Notes receivable - officers, employees, affiliates, less current portion 1,417 1,218
Other intangible assets, net 27,950 12,286
Deferred tax asset, net 13,759
Other assets 1,020 681
Total Assets 255,757 **** $ 138,170 ****
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable and accrued liabilities 40,293 $ 17,921
Contract liabilities 6,370 4,623
Notes payable, current portion 10,168 4,450
Deferred rent, current portion 724
Operating lease obligation, less current portion 6,949
Finance lease obligation, current portion 5,297 5,136
Total current liabilities 69,077 32,854
Non-Current Liabilities
Other non-current obligations 356
Notes payable, less current portion 16,276 8,407
Deferred rent, less current portion 4,179
Operating lease obligation, less current portion 28,087
Finance lease obligation, less current portion 14,254 10,020
Pension and post-retirement obligation, less current portion 4,848
Deferred tax liability, net 4,290
Common shares subject to repurchase 7
Total liabilities 132,898 **** $ 59,757 ****
Shareholders’ Equity
Preferred Stock, 0.01 par value; 5,000,000 shares authorized, no shares issued and<br>outstanding $
Common stock, 0.01 par value; 30,000,000 shares authorized; 15,949,805 shares issued and<br>13,556,550 outstanding, and 13,690,868 shares issued and 11,489,579 outstanding, respectively 159 137
Additional<br>paid-in-capital 162,922 120,842
Accumulated other comprehensive income 578
Treasury stock, at cost; 2,393,255 and 2,201,289, respectively (20,831 ) (17,488 )
Stock subscription notes receivable (173 ) (277 )
Accumulated deficit (19,796 ) (24,801 )
Total shareholders’ equity 122,859 **** $ 78,413 ****
TOTAL LIABILITIES AND EQUITY 255,757 **** $ 138,170 ****

All values are in US Dollars.

BOWMAN CONSULTING GROUP LTD.

CONSOLIDATED INCOME STATEMENT

(Amounts in thousands except per share data)

For the Three Months<br>Ended December 31, For the Year<br>Ended December 31,
2022 2021 2022 2021
Gross Contract Revenue $ 75,609 $ 41,929 $ 261,714 $ 149,970
Contract costs: (exclusive of depreciation and amortization below)
Direct payroll costs 26,753 16,527 100,076 59,416
Sub-consultants and expenses 9,424 4,149 26,510 15,116
Total contract costs 36,177 20,676 126,586 74,532
Operating Expenses:
Selling, general and administrative 34,993 20,717 117,839 69,029
Depreciation and amortization 3,901 1,865 12,251 6,371
(Gain) on sale (39 ) (23 ) (82 ) (122 )
Total operating expenses 38,855 22,559 130,008 75,278
Income from operations 577 (1,306 ) 5,120 160
Other expense 1,297 734 3,384 1,440
Income (loss) before tax expense (720 ) (2,040 ) 1,736 (1,280 )
Income tax (benefit) expense (1,190 ) (1,441 ) (3,269 ) (1,579 )
Net income $ 470 **** $ (599 ) $ 5,005 **** $ 299 ****
Earnings allocated to non-vested shares 67 783 56
Net income attributable to common shareholders $ 403 $ (599 ) $ 4,222 $ 243
Earnings per share
Basic $ 0.03 $ (0.07 ) $ 0.39 $ 0.03
Diluted $ 0.03 $ (0.07 ) $ 0.37 $ 0.03
Weighted average shares outstanding:
Basic 11,538,128 9,073,424 10,887,620 7,525,206
Diluted 12,234,109 9,073,424 11,683,758 7,635,615

BOWMAN CONSULTING GROUP LTD.

CONSOLIDATED STATEMENT OF CASH FLOWS

For the Year Ended December 31,
2022 2021
Cash Flows from Operating Activities:
Net Income $ 5,005 $ 299
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization - property, plant and equipment 8,363 5,974
Amortization of intangible assets 3,888 397
Gain on sale of assets (82 ) (122 )
Bad debt 742 496
Stock based compensation 15,097 8,217
Deferred taxes (18,049 ) (2,183 )
Deferred rent 5
Accretion of discounts on notes payable 258
Changes in operating assets and liabilities, net of acquisition of businesses
Accounts receivable (13,779 ) (8,802 )
Contract assets (4,575 ) (387 )
Prepaid expenses (2,021 ) (2,251 )
Other assets (105 ) (31 )
Accounts payable and accrued expenses 15,802 3,297
Contract liabilities (1,374 ) ( 192 )
Net cash provided by operating activities 9,170 4,717
Cash Flows from investing Activities:
Purchases of property and equipment (902 ) (905 )
Proceeds from sale of assets 35 127
Amounts advanced under loans to shareholders (5 ) (779 )
Payments received under loans to shareholders 49 36
Acquisitions of businesses, net of cash acquired (18,035 ) (20,345 )
Collections under stock subscription notes receivable 104 332
Net cash used in investing activities (18,754 ) (21,534 )
Cash Flows from Financing Activities:
Proceeds from initial public offering, net of underwriting discounts and commissions and other<br>offering costs 47,104
Proceeds from common stock offering, net of underwriting discounts and commissions and other<br>offering costs 15,475
Net payments under revolving line of credit (3,481 )
Repayments under fixed line of credit (734 ) (722 )
Repayment under notes payable (4,595 ) (1,084 )
Payments on finance leases (6,027 ) (4,663 )
Payment of contingent consideration from acquisitions (2 )
Payment of subsequent common stock offering costs (75 )
Payments for purchase of treasury stock (3,343 ) (582 )
Proceeds from issuance of common stock 1,471 555
Net cash provided by financing activities 2,247 37,050
Net (decrease) increase in cash and cash equivalents (7,337 ) 20,233
Cash and cash equivalents, beginning of period 20,619 386
Cash and cash equivalents, end of period $ 13,282 $ 20,619

BOWMAN CONSULTING GROUP LTD.

CONSOLIDATED STATEMENT OF CASH FLOWS

For the Year Ended December 31,
2022 2021
Supplemental disclosures of cash flow information:
Cash paid for interest $ 1,896 $ 887
Cash paid for income taxes $ 400 1,921
Non-cash investing and financingactivities:
Property and equipment acquired under capital lease $ (8,118 ) $ (8,877 )
Stock redemption for exercise of stock option $ 139
Issuance of notes payable for acquisitions $ (19,089 ) $ (10,200 )

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 December 31, For the Year Ended December 31,
2022 2021 2022 2021
Gross contract revenue $ 75,609 $ 41,929 $ 261,714 $ 149,970
Contract costs (exclusive of depreciation and amortization) 36,177 20,676 126,586 74,532
Operating expense 38,855 22,559 130,008 75,278
Income from operations 577 (1,306 ) 5,120 160
Other (income) expense 1,297 734 3,384 1,440
Income tax expense (benefit) (1,190 ) (1,441 ) (3,269 ) (1,579 )
Net income $ 470 $ (599 ) $ 5,005 $ 299
Net margin 0.6 % -1.4 % 1.9 % 0.2 %
Other financial information ^1^
Net service billing $ 66,185 $ 37,780 $ 235,204 $ 134,854
Adjusted EBITDA 9,415 3,534 34,022 16,485
Adjusted EBITA margin, net 14.2 % 9.4 % 14.5 % 12.2 %
Gross Revenue to Net Services Billing Reconciliation For the Three Months Ended December 31, For the Year Ended December 31,
2022 2021 2022 2021
Gross contract revenue $ 75,609 $ 41,929 $ 261,714 $ 149,970
Less: sub-consultants and other direct expenses 9,424 4,149 26,510 15,116
Net services billing $ 66,185 $ 37,780 $ 235,204 $ 134,854
Adjusted EDITDA Reconciliation For the Three Months Ended December 31, For the Year Ended December 31,
2022 2021 2022 2021
Net Income $ 470 $ (599 ) $ 5,005 $ 299
+ interest expense 1,234 268 2,457 918
+ depreciation & amortization 3,901 1,865 12,251 6,371
+ tax (benefit) expense (1,190 ) (1,441 ) (3,269 ) (1,579 )
EBITDA $ 4,415 $ 93 $ 16,444 $ 6,009
+ non-cash stock compensation 3,922 2,876 15,409 8,217
+ transaction related expenses 1,555
+ settlements and other non-core expenses 439 654
+ acquisition expenses 639 565 1,515 704
Adjusted EBITDA $ 9,415 $ 3,534 $ 34,022 $ 16,485
Adjusted EBITDA margin, net 14.2 % 9.4 % 14.5 % 12.2 %
^1^ Non-GAAP financial metrics the Company believes offer valuableperspective on results of operations. See Non-GAAP tables below for reconciliations.
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BOWMAN CONSULTING GROUP LTD.

GROSS CONTRACT REVENUE COMPOSITION

(Amounts in thousands)

(dollars in thousands) For the Year ended December 31,
2022 % 2021 % Change % Change
Consolidated Gross Revenue
Building Infrastructure 170,431 65.1 % 105,242 70.2 % 65,189 61.9 %
Transportation 44,846 17.1 % 16,537 11.0 % 28,309 171.2 %
Power and Utilities 32,672 12.5 % 22,525 15.0 % 10,147 45.0 %
Emerging Markets 13,765 5.3 % 5,666 3.8 % 8,099 142.9 %
Total **** 261,714 **** 100.0 % **** 149,970 **** 100.0 % **** 111,744 **** 74.5 %
For the Year ended December 31,
2022 % GCR 2021 % GCB Change % Change
Organic v Acquired Revenue ^1^
Baseline organic revenue 193,251 73.8 % 148,021 98.7 % 45,230 30.6 %
Acquired revenue 68,463 26.2 % 1,949 1.3 % 66,514 n/a
Total **** 261,714 **** 100.0 % **** 149,970 **** 100.0 % **** 111,744 **** 74.5 %
(dollars in thousands) For the three months ended December 31,
2022 % 2021 % Change % Change
Consolidated Gross Revenue
Building Infrastructure 44,338 58.6 % 31,559 75.3 % 12,779 40.5 %
Transportation 18,382 24.3 % 3,845 9.2 % 14,537 378.1 %
Power and Utilities 8,302 11.0 % 4,925 11.7 % 3,377 68.6 %
Emerging Markets 4,587 6.1 % 1,600 3.8 % 2,987 186.7 %
Total **** 75,609 **** 100.0 % **** 41,929 **** 100.0 % **** 33,680 **** 80.3 %
For the three months ended December 31,
2022 % 2021 % Change % Change
Organic v Acquired Revenue ^1^
Baseline organic revenue 51,870 68.6 % 39,980 95.4 % 11,890 29.7 %
Acquired revenue 23,739 31.4 % 1,949 4.6 % 21,790 n/a
Total **** 75,609 **** 100.0 % **** 41,929 **** 100.0 % **** 33,680 **** 80.3 %
^1^ Revenue from acquired companies is reclassified as organic revenue in the first full quarter following the 12-month anniversary of closing.
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BOWMAN CONSULTING GROUP LTD.

GROSS BACKLOG BY CATEGORY AT DECEMBER 31, 2022

Category Percentage
Building Infrastructure 51.2 %
Transportation 30.6 %
Power and Utilities 13.4 %
Emerging Markets 4.8 %
TOTAL **** 100.0 %