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0001847590FALSE00018475902025-05-062025-05-06

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): May 6, 2025
Bowman Consulting Group Ltd.
(Exact name of registrant as specified in its charter)
Delaware 001-40371 54-1762351
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
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
Symbol(s)
Name of Each Exchange
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 May 6, 2025, Bowman Consulting Group Ltd. (“Bowman” or the “Company) issued a press release announcing its financial results for the first quarter ended March 31, 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 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
No.
 Description
99.1
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: May 6, 2025 By: /s/ Bruce Labovitz
Bruce Labovitz
Chief Financial Officer

EX-99.1 2 bwmn-20250331xex991bwmnq12.htm EX-99.1 Document

bowmana.jpg
FOR IMMEDIATE RELEASE
Bowman Reports Strong First Quarter 2025 Earnings, Surpassing Consensus Expectations
Record new orders reinforce continued confidence in full year guidance
May 6, 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 March 31, 2025.
First Quarter 2025 Compared to First Quarter 2024 Financial Results:
•Gross contract revenue of $112.9 million compared to $94.9 million, a 19.0% increase
•Net service billing1 of $100.1 million compared to $85.7 million, a 16.8% increase
•Organic net service billing2 growth of 6% compared to 3%
•Net loss of $1.7 million compared to a net loss of $1.6 million
•Adjusted EBITDA1 of $14.5 million compared to $12.1 million, a 19.6% increase
•Adjusted EBITDA margin, net 1 of 14.5% compared to 14.2%, a 30-bps increase
•Cash flows from operations of $12.0 million compared to $2.5 million
•Basic and Diluted EPS of ($0.11) compared to ($0.11)
•Gross backlog of $418.8 million compared to $329.9 million, a 26.9% increase
CEO Commentary
“Building on our strong momentum at the end of 2024, we delivered a solid first quarter highlighted by exceptional new order activity and healthy cash conversion,” said Gary Bowman, chairman and CEO of Bowman. “We generated double digit growth in net service billing with organic growth that more than doubled the first quarter of last year. Our record new order bookings in the quarter were balanced throughout the business and contributed to another consecutive quarter of backlog growth. We executed on and remain committed to our current three-pronged capital allocation strategy focused on strategic investment in innovation and organic growth, acquisition of adjacent operations and opportunistic share repurchases.”
“We expect performance to continue to ramp up through the second and third quarters before leveling off in the fourth quarter, which is consistent with broader industry trends. New orders in the second quarter are, so far, outpacing first quarter new orders. We firmly believe that we are relatively insulated from current macroeconomic uncertainties based on the markets we serve, our defensive organizational structure, the sources of funding for our customers' projects and our disciplined approach to revenue capture, labor optimization and efficient execution. Given what we know today, we maintain an upbeat and optimistic outlook for continued growth and reaffirm our full year forecast.”
Stock Repurchase Activities
Bowman repurchased $6.7 million of common stock during the three months ended March 31, 2025, with $2.6 million from the repurchase of shares from employees in connection with the payment of taxes associated with vesting events and $4.1 million under an existing $35 million repurchase authorization (the “Authorization”). The average price paid during the three months was approximately $25.10 per share repurchased. Total shares outstanding on March 31, 2025, were 17.3 million. Since the end of the first quarter, the Company has repurchased an additional $5.3 million under the Authorization at an average price of $21.60 per share repurchased.
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 March 31,
Adjusted Earnings Per Share (Non-GAAP) 2025 2024
Basic $0.07 $0.22
Diluted $0.07 $0.20
Fiscal Year 2025 Guidance
The table below reiterates Bowman’s guidance for fiscal year 2025:
Date Issued Net Revenue Adjusted EBITDA
March 2025 $428 - $440 MM $70 - $76 MM
The current outlook for 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.
Conference Call Information
Bowman will host a conference call to discuss financial results tomorrow morning, May 7, 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 2,300 employees in more than 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 the 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 03/31/25 excludes revenue from acquisitions completed after March 31, 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)

March 31,
2025		 December 31,
2024
(Unaudited)
ASSETS
Current Assets
Cash and equivalents $ 10,700  $ 6,698 
Accounts receivable, net 107,354  105,105 
Contract assets 50,099  43,369 
Notes receivable - officers, employees, affiliates, current portion 1,345  1,889 
Prepaid and other current assets 19,452  19,560 
Total current assets 188,950  176,621 
Non-Current Assets
Property and equipment, net 41,250  42,011 
Operating lease, right-of-use assets 43,119  42,085 
Goodwill 135,896  134,653 
Notes receivable 903  903 
Notes receivable - officers, employees, affiliates, less current portion 204  638 
Other intangible assets, net 63,892  65,409 
Deferred tax asset, net 53,018  42,040 
Other assets 1,517  1,521 
Total Assets $ 528,749  $ 505,881 
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Revolving credit facility 45,000  37,000 
Accounts payable and accrued liabilities, current portion 55,020  51,626 
Contract liabilities 11,831  7,905 
Notes payable, current portion 16,533  17,075 
Operating lease obligation, current portion 11,121  10,979 
Finance lease obligation, current portion 11,088  10,394 
Total current liabilities 150,593  134,979 
Non-Current Liabilities
Other non-current obligations 55,829  45,079 
Notes payable, less current portion 19,035  19,992 
Operating lease obligation, less current portion 37,961  37,058 
Finance lease obligation, less current portion 16,506  17,940 
Pension and post-retirement obligation, less current portion 4,710  4,718 
Total liabilities $ 284,634  $ 259,766 
Shareholders' Equity
Preferred Stock, $0.01 par value; 5,000,000 shares authorized, no shares issued and outstanding as of March 31, 2025 and December 31, 2024 -  - 
Common stock, $0.01 par value; 30,000,000 shares authorized as of March 31, 2025 and December 31, 2024; 21,502,214 shares issued and 17,337,090 outstanding, and 21,281,247 shares issued and 17,382,138 outstanding as of March 31, 2025 and December 31, 2024, respectively 215  213 
Additional paid-in-capital 335,514  329,073 
Accumulated other comprehensive income 1,114  1,146 
Treasury stock, at cost; 4,165,124 and 3,899,109 shares, respectively (67,579) (60,901)
Stock subscription notes receivable (19) (30)
Accumulated deficit (25,130) (23,386)
Total shareholders' equity $ 244,115  $ 246,115 
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 528,749  $ 505,881 







BOWMAN CONSULTING GROUP LTD.
CONDENSED CONSOLIDATED INCOME STATEMENTS
(Amounts in thousands except per share data)
(Unaudited)
For the Three Months
Ended March 31,
2025 2024
Gross Contract Revenue $ 112,931  $ 94,907 
Contract costs: (exclusive of depreciation and amortization below)
Direct payroll costs 41,956  37,687 
Sub-consultants and expenses 12,878  9,218 
Total contract costs 54,834  46,905 
Operating Expenses:
Selling, general and administrative 50,490  44,713 
Depreciation and amortization 6,521  5,995 
(Gain) on sale of assets (49) (96)
Total operating expenses 56,962  50,612 
Income (loss) from operations 1,135  (2,610)
Other expense 2,110  2,401 
Loss before tax benefit (975) (5,011)
Income tax expense (benefit) 769  (3,453)
Net loss $ (1,744) $ (1,558)
Earnings allocated to non-vested shares –  – 
Net loss attributable to common shareholders $ (1,744) $ (1,558)
Earnings (loss) per share
Basic $ (0.11) $ (0.11)
Diluted $ (0.11) $ (0.11)
Weighted average shares outstanding:
Basic 16,356,331 13,827,728
Diluted 16,356,331 13,827,728




















BOWMAN CONSULTING GROUP LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands except per share data)
(Unaudited)
For the Three Months Ended March 31,
2025 2024
Cash Flows from Operating Activities:
Net loss $ (1,744) $ (1,558)
Adjustments to reconcile net loss to net cash provided by operating activities
Depreciation and amortization - property and equipment 3,904  2,656 
Amortization of intangible assets 2,617  3,339 
Gain on sale of assets (49) (96)
Credit losses 345  402 
Stock based compensation 6,630  7,829 
Deferred taxes (10,977) (4,201)
Accretion of discounts on notes payable 256  117 
Changes in operating assets and liabilities
Accounts receivable (1,896) (7,946)
Contract assets (6,340) (2,151)
Prepaid expenses and other assets 615  (5,523)
Accounts payable and accrued expenses 14,885  10,614 
Contract liabilities 3,788  (963)
Net cash provided by operating activities 12,034  2,519 
Cash Flows from Investing Activities:
Purchases of property and equipment (1,043) (262)
Fixed assets converted to lease financing -  424 
Proceeds from sale of assets and disposal of leases 49  96 
Payments received under loans to shareholders -  20 
Proceeds from notes receivable 718  - 
Acquisitions of businesses, net of cash acquired (1,479) (3,027)
Collections under stock subscription notes receivable 11  10 
Net cash used in investing activities (1,744) (2,739)
Cash Flows from Financing Activities:
(Repayments) Borrowings under revolving credit facility 8,000  1,964 
Repayments under fixed line of credit -  (49)
Repayment under notes payable (4,377) (3,734)
Payments on finance leases (2,702) (1,716)
Payment of contingent consideration from acquisitions (1,016) - 
Payments for purchase of treasury stock (2,574) (5,732)
Repurchases of common stock (4,103) - 
Proceeds from issuance of common stock 484  473 
Net cash used in financing activities (6,288) (8,794)
Net increase (decrease) in cash and cash equivalents 4,002  (9,014)
Cash and cash equivalents, beginning of period 6,698  20,687 
Cash and cash equivalents, end of period $ 10,700  $ 11,673 
Supplemental disclosures of cash flow information:
Cash paid for interest $ 2,028  $ 1,962 
Cash paid for income taxes $ 10  $ 11 
Non-cash investing and financing activities
Property and equipment acquired under finance lease $ (2,006) $ (3,002)
Note payable converted to common shares $ (434) $ (672)
Issuance of notes payable for acquisitions $ (2,056) $ (2,461)
Settlement of contingent consideration $ 1,968  $ - 







BOWMAN CONSULTING GROUP LTD.
RECONCILIATION OF EPS TO ADJUSTED EPS
(Amounts in thousands except per share data)

For the Three Months Ended March 31,
2025 2024
Net loss (GAAP) $ (1,744) $ (1,558)
+ tax expense (benefit) (GAAP) 769  (3,453)
Loss before tax expense (GAAP) $ (975) $ (5,011)
+ acquisition related expenses 594  1,350 
+ amortization of intangibles 2,617  3,339 
+ non-cash stock comp related to pre-IPO 493  1,557 
+ other non-core expenses 143  399 
Adjusted income before tax expense $ 2,872  $ 1,634 
Adjusted income tax expense (benefit) 1,676  (1,660)
Adjusted net income $ 1,196  $ 3,294 
Adjusted earnings allocated to non-vested shares 61  310 
Adjusted net income attributable to common shareholders $ 1,135  $ 2,984 
Earnings (loss) per share (GAAP)
Basic $ (0.11) $ (0.11)
Diluted $ (0.11) $ (0.11)
Adjusted earnings per share (Non-GAAP)
Basic $ 0.07  $ 0.22 
Diluted $ 0.07  $ 0.20 
Weighted average shares outstanding
Basic 16,356,331  13,827,728 
Diluted 16,638,334  14,561,032 
Basic Adjusted Earnings (Loss) Per Share Summary - Non-GAAP For the Three Months Ended March 31,
2025 2024
Loss per share (GAAP) $ (0.11) $ (0.11)
Pre-tax basic per share adjustments $ 0.29  $ 0.23 
Adjusted earnings per share before tax expense $ 0.18  $ 0.12 
Tax expense (benefit) per share adjustment $ 0.11  $ (0.12)
Adjusted earnings per share - adjusted net income $ 0.07  $ 0.24 
Adjusted earnings per share allocated to non-vested shares $ –  $ 0.02 
Adjusted earnings per share attributable to common shareholders $ 0.07  $ 0.22 
Diluted Adjusted Earnings (Loss) Per Share Summary - Non-GAAP For the Three Months Ended March 31,
2025 2024
Loss per share (GAAP) $ (0.11) $ (0.11)
Pre-tax diluted per share adjustments $ 0.28  $ 0.22 
Adjusted earnings per share before tax expense $ 0.17  $ 0.11 
Tax expense (benefit) per share adjustment $ 0.10  $ (0.11)
Adjusted earnings per share - adjusted net income $ 0.07  $ 0.22 
Adjusted earnings per share allocated to non-vested shares $ –  $ 0.02 
Adjusted earnings per share attributable to common shareholders $ 0.07  $ 0.20 



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 March 31,
2025 2024
Gross contract revenue $ 112,931  $ 94,907 
Contract costs (exclusive of depreciation and amortization) 54,834  46,905 
Operating expense 56,962  50,612 
Income (loss) from operations 1,135  (2,610)
Other expense 2,110  2,401 
Income tax expense (benefit) 769  (3,453)
Net loss $ (1,744) $ (1,558)
Net margin (1.5) % (1.6) %
Other financial information 1
Net service billing $ 100,053  $ 85,689 
Adjusted EBITDA 14,505  12,128 
Adjusted EBITDA margin, net 14.5  % 14.2  %
Gross Contract Revenue to Net Service Billing Reconciliation For the Three Months Ended March 31,
2025 2024
Gross contract revenue $ 112,931  $ 94,907 
Less: sub-consultants and other direct expenses 12,878  9,218 
Net service billing $ 100,053  $ 85,689 
Adjusted EBITDA Reconciliation For the Three Months Ended March 31,
2025 2024
Net Service Billing $ 100,053  $ 85,689 
Net loss $ (1,744) $ (1,558)
+ interest expense 2,113  2,131 
+ depreciation & amortization 6,521  5,995 
  + tax expense (benefit) 769  (3,453)
EBITDA $ 7,659  $ 3,115 
+ non-cash stock compensation 6,642  7,861 
 + settlements and other non-core expenses 143  399 
+ acquisition expenses 61  753 
Adjusted EBITDA $ 14,505  $ 12,128 
Adjusted EBITDA margin, net 14.5  % 14.2  %

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 March 31,
Consolidated Gross Revenue 2025 % 2024 % Change % Change
Building Infrastructure1
 55,915  49.5  % 52,785  55.6  % 3,130  5.9  %
Transportation 23,542  20.8  % 18,128  19.1  % 5,414  29.9  %
Power and Utilities1
 21,435  19.0  % 18,467  19.5  % 2,968  16.1  %
Emerging Markets2
 12,039  10.7  % 5,527  5.8  % 6,512  117.8  %
Total 112,931  100.0  % 94,907  100.0  % 18,024  19.0  %
Acquired3
 11,842  10.5  % 18,474  19.5  % (6,632) (35.9) %


1 Includes periodic reclassifications of revenue between categories from prior periods for consistency of presentation.

2 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 March 31,
(dollars in thousands) 2025 % 2024 % Change
Organic
Gross Revenue 101,089  100.0  % 94,907  100.0  % 6,182  6.5  %
Building Infrastructure 54,549  54.0  % 52,785  55.6  % 1,764  3.3  %
Transportation 21,060  20.8  % 18,128  19.1  % 2,932  16.2  %
Power and Utilities 19,240  19.0  % 18,467  19.5  % 773  4.2  %
Emerging Markets 6,240  6.2  % 5,527  5.8  % 713  12.9  %
For the Three Months Ended March 31,
(dollars in thousands) 2025 % 2024 % Change
Organic
Net Revenue 90,486  100.0  % 85,691  100.0  % 4,795  5.6  %
Building Infrastructure 50,286  55.6  % 49,167  57.4  % 1,119  2.3  %
Transportation 17,085  18.9  % 14,867  17.3  % 2,218  14.9  %
Power and Utilities 17,502  19.3  % 16,536  19.3  % 966  5.8  %
Emerging Markets 5,613  6.2  % 5,121  6.0  % 492  9.6  %


































BOWMAN CONSULTING GROUP LTD.
GROSS BACKLOG BY CATEGORY AT MARCH 31, 2025
(Unaudited)

Category Percentage
Building Infrastructure 39  %
Transportation 33  %
Power and Utilities 20  %
Emerging Markets 8  %
TOTAL 100  %