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What changed in Bowman Consulting Group Ltd.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Bowman Consulting Group Ltd.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+440 added−440 removedSource: 10-K (2026-03-05) vs 10-K (2025-03-12)

Top changes in Bowman Consulting Group Ltd.'s 2025 10-K

440 paragraphs added · 440 removed · 326 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

124 edited+44 added−81 removed45 unchanged
Biggest changeWe provide planning, engineering, construction management, commissioning, environmental consulting, geospatial imaging, surveying, land procurement and other technical consulting services to customers that (i) develop and manage infrastructure supporting places where people live, work, play and learn; (ii) build and operate systems that collect, produce, manage and distribute vital life services such as water, electricity, and other critical utilities; (iii) manage roads, bridges, ports, marine facilities and transportation systems used to transport people, goods and services from place to place; (iv) develop and advance technologies that provide clean energy, energy transition and decarbonization initiatives; (v) operate mission critical facilities where public and private data is stored, commercial transactions are processed, and communications are enabled; (vi) provide healthcare, education, military readiness and other public safety services every day; and (vii) protect and preserve the environment.
Biggest changeOur customers (i) build and operate systems that collect, produce, manage and distribute vital life-sustaining services such as water, natural gas, electricity, and other critical resources; (ii) manage roads, bridges, ports, marine facilities logistics, and transportation systems used to transport people, goods and services from place to place; (iii) operate mission critical facilities where public and private data is maintained, machine learning occurs, commercial transactions are processed, and communications are enabled; (iv) develop and manage infrastructure supporting places where people live, work, play and learn; (v) develop and advance technologies that provide clean energy, energy transition and decarbonization initiatives; (vi) provide healthcare, emergency response, military readiness and other public safety services every day; and (vii) protect and preserve our natural resources and the environment.
As our economy and population grows, the market to construct expand, and modernize government facilities, schools, state-of-the-art educational institutions, military installations, and mission critical complexes expands continuously. State and local governments experience increasing demand from their constituents for safe, efficient, and environmentally friendly facilities.
As our economy and population grows, the market to construct expand, and modernize government facilities, schools, state-of-the-art educational institutions, military installations, and mission critical defense complexes expands continuously. State and local governments experience increasing demand from their constituents for safe, efficient, and environmentally friendly facilities.
In addition to market expansion, we intend to grow by investing in and acquiring skillsets, service lines, technology solutions, production tools, and equipment which deepen our market penetration and provide enhanced revenue capture opportunities with our existing and prospective customers (also referred to as “wallet share”).
In addition to market expansion, we intend to grow by investing in and acquiring skillsets, service lines, technology solutions, production tools, and equipment which deepen our market penetration and provide enhanced revenue capture opportunities with our existing customers (also referred to as “wallet share”).
We believe savvy and well capitalized developers and operators in this market will continue to demand our services in response to evolving market forces. We serve national retailers, big box retailers, distribution center owners, office building owners and developers, convenience store operators, quick serve restaurant owners and others. Residential.
We believe savvy and well capitalized developers and brands in this market will continue to demand our services in response to evolving market forces. We serve national retailers, big box retailers, distribution center owners, office building owners and developers, convenience store operators, quick serve restaurant owners and others. Residential.
We provide employees and their families with access to a variety of innovative, flexible and convenient health and wellness programs, including: 1) benefits that provide protection and security so employees have peace of mind concerning 19 Table of Content events that may require time away from work or that impact financial well-being; 2) support for physical and mental health through tools, resources and leave policies that help improve or maintain health status and encourage engagement in healthy behaviors; and 3) choices where possible, so employees can customize benefits to meet their needs and the needs of their families.
We provide employees and their families with access to a variety of innovative, flexible and convenient health and wellness programs, including: 1) benefits that provide protection and security so employees have peace of mind concerning events that may require time away from work or that impact financial well-being; 2) support for physical and mental health through tools, resources and leave policies that help improve or maintain health status and encourage engagement in healthy behaviors; and 3) choices where possible, so employees can customize benefits to meet their needs and the needs of their families.
Common to each of these sub-markets is the long lead time for the planning, design and approval of land inventory. The process of land inventory creation for residential use involves entitlement, environmental impact analysis, preliminary infrastructure planning and final layout. Each phase in the process involves public scrutiny and input along with regulatory review and approval.
Common to each of these sub-markets is the long lead time for the planning, design and approval of land inventory. The process of land inventory creation for residential use involves entitlement, environmental impact analysis, preliminary infrastructure planning and final layout. Each phase in the process involves public scrutiny and input along with regulatory review and approval. Institutional and Government.
We believe our 2024 voluntary turnover rate among our full-time and part-time professional staff, inclusive of acquisition related hires, was reflective of the competitive labor market in our industry and our commitment and does not represent a substantial risk to our ability to deliver our backlog.
We believe our 2025 voluntary turnover rate among our full-time and part-time professional staff, inclusive of acquisition related hires, was reflective of the competitive labor market in our industry and our commitment and does not represent a substantial risk to our ability to deliver our backlog.
Fueled by changing population demographics and evolving work dynamics, the market for design, construction and maintenance of new and renewed building infrastructure presents us with continually expanding opportunities. With respect to building infrastructure, we are agnostic as to the end use of the site we are planning.
Fueled by changing population demographics and evolving work dynamics, the market for design, construction and maintenance of new and renewed building infrastructure presents us with continually expanding opportunities. With respect to land assets, we are agnostic as to the end use of the site we are planning.
While we report our results of operations using General Accepted Accounting Principles (“GAAP”) including gross contract revenue and net income, we also utilize non-GAAP metrics to manage our business and provide what we believe are meaningful metrics to the investment community.
While we report our results of operations using Generally Accepted Accounting Principles (“GAAP”) including gross contract revenue and net income, we also utilize non-GAAP metrics to manage our business and provide what we believe are meaningful metrics to the investment community.
As of December 31, 2024, we have approximately 10,000 active projects in our backlog. We work as both a prime and sub-consultant for a broad base of public and private sector customers that generally operate in regulated environments.
As of December 31, 2025, we have approximately 10,000 active projects in our backlog. We work as both a prime and sub-consultant for a broad base of public and private sector customers that generally operate in regulated environments.
Lump sum contracts and/or assignments typically require the completion of a deliverable for a specified lump-sum or fixed fee, subject to price adjustments if the scope of the assignment changes or unforeseen requirements arise. With lump sum assignments, modified schedules and expansions of scope will likely result in additional fees through change orders issued by our customers.
Lump sum and fixed fee typically require the completion of a deliverable for a pre-determined and specified fee, subject to price adjustments if the scope of the assignment changes or unforeseen requirements arise. With lump sum assignments, modified schedules and expansions of scope will likely result in additional fees through change orders issued by our customers.
Under the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended (“CERCLA”), and comparable state laws, we may be required to investigate and remediate regulated hazardous materials. CERCLA and comparable state laws typically impose strict joint and several liabilities without regard 20 Table of Content to whether a company knew of or caused the release of hazardous substances.
Under the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended (“CERCLA”), and comparable state laws, we may be required to investigate and remediate regulated hazardous materials. CERCLA and comparable state laws typically impose strict joint and several liabilities without regard to whether a company knew of or caused the release of hazardous substances.
We generally impose stringent criteria to the evaluation of targets including: • Advances one or more of our strategic growth objectives • Provides opportunities for cross-selling • Embodies a culture that is entrepreneurial and compatible with ours • Serves a funded infrastructure spending category • Is accretive to our leadership and executive talent pool • Creates technology advancement and service delivery improvement opportunities • Aligns with our capital allocation strategy and risk tolerance profile 10 Table of Content Although we generally apply rigorous financial discipline in the execution of our acquisition program, purchase price is not always the primary deal determinant.
We generally impose stringent criteria to the evaluation of targets including: • Advances one or more of our strategic growth objectives • Provides opportunities for cross-selling • Embodies a culture that is entrepreneurial and compatible with ours • Serves a funded infrastructure spending category • Is accretive to our leadership and executive talent pool • Creates technology advancement and service delivery improvement opportunities • Aligns with our capital allocation strategy and risk tolerance profile While we apply rigorous financial discipline in the execution of our acquisition program, purchase price is not always the primary deal determinant.
Changes in shopping and consuming habits spurred by e-commerce have, in our belief, catalyzed a massive reconfiguration of commercial and retail physical plant along with the configuration of their surrounding site elements. Brands have been adapting their customer engagement models because of fundamental changes in consumption patterns that resulted from the pandemic experience.
Changes in shopping and consumption habits spurred by e-commerce have, in our belief, catalyzed a massive reconfiguration of the commercial and retail physical plant along with the configuration of their surrounding site elements. Operators have been adapting their customer engagement models because of fundamental changes in consumption patterns that resulted from the pandemic experience.
On highly complex and sought-after projects, our breadth of services, technology tools, financial foundation, work-sharing orientation and geographic reach afford us flexibility in pricing and cost estimation. Our ability to provide comprehensive and integrated solutions gives us flexibility when it comes to pricing strategies to meet customer budgets and funding limitations.
On highly complex and sought-after projects, our breadth of services, technology tools, financial foundation, work-sharing orientation and geographic 14 Table of Content reach afford us flexibility in pricing and cost estimation. Our ability to provide comprehensive and integrated solutions gives us flexibility when it comes to pricing strategies to meet customer budgets and funding limitations.
Participants aspiring to enter the market must have sufficient skilled human capital to complete complex projects, and the financial resources to cover working capital and provide adequate risk management including professional liability, cyber liability and other insurance requirements. These factors serve as both a barrier to entry and a catalyst for consolidation.
Participants aspiring to enter the market must have sufficient skilled human capital to complete complex projects and the financial resources to cover working capital, acquire production equipment, and provide adequate risk management including professional liability, cyber-liability and other insurance requirements. These factors serve as both a barrier to entry and a catalyst for consolidation.
The aging of the current installed transportation base and increasing load usage are forcing public and quasi-public authorities to invest in repairs, increase the capacity of their systems or privatize the operation of their roads, bridges, and tollways. The Federal Highway Administration has estimated that nearly a quarter of the nation’s bridges are deficient and require replacement or rehabilitation.
The aging of the current installed transportation base and increasing loads are forcing public and quasi-public authorities to invest in repairs, increase the capacity of their systems or privatize the operation of their roads, bridges, and tollways. The Federal Highway Administration has estimated that nearly a quarter of the nation’s bridges are deficient and require replacement or rehabilitation.
Other principal federal environmental, health, and safety laws affecting us include, among others, the Resource Conversation and Recovery Act, the National Environmental Policy Act, the Clean Air Act, the Occupational Safety and Health Act, the Toxic Substances Control Act, and the Superfund Amendments and Reauthorization Act.
Other principal federal environmental, health, and safety laws affecting us include, among others, the Resource Conservation and Recovery Act, the National Environmental Policy Act, the Clean Air Act, the Occupational Safety and Health Act, the Toxic Substances Control Act, and the Superfund Amendments and Reauthorization Act.
Liabilities related to environmental contamination or human exposure to hazardous substances, or a failure to comply with applicable regulations, could result in substantial costs to us, including clean-up costs, fines and civil or criminal sanctions, third-party claims for property damage or personal injury, or cessation of remediation activities.
Liabilities related to environmental contamination or human exposure to hazardous substances, or a failure to comply with applicable regulations, could result in substantial costs to us, including clean-up costs, fines and 16 Table of Content civil or criminal sanctions, third-party claims for property damage or personal injury, or cessation of remediation activities.
Organic Growth We engage all our employees in our commitment to responsible growth by encouraging responsible freedom, entrepreneurial spirit, innovative thinking, and collaborative business development through cross-selling and revenue capture.
Organic Growth We engage all our employees in our commitment to internally generated organic growth by encouraging responsible freedom, entrepreneurial spirit, innovative thinking, and collaborative business development through cross-selling and revenue capture.
This approach affords us the ability to efficiently manage across our platform with an emphasis on cross-selling and revenue capture. We have strategically and deliberately diversified the markets that we serve to reduce our dependence on any single market segment and to dampen the effects of business cycles in our markets.
This approach affords us the ability to efficiently manage across our platform with an emphasis on cross-selling and revenue capture. We have strategically and deliberately diversified the markets that we serve to reduce our dependence on any single market segment and to dampen the effects of business cycles and public policy on our business.
Our fixed fee assignments generally include a specified scope of work and a defined set of deliverables. For accounting and financial reporting purposes we classify a contract as fixed fee if any portion of the performance obligation under the contract requires us to complete work outlined in the contract for a pre-determined fixed price.
Our fixed fee assignments generally include a specified scope of work and a defined set of deliverables. For accounting and financial reporting purposes we classify a contract as fixed fee if any portion of the performance obligation under the contract requires us to complete work outlined in the contract for a pre-determined fixed or not-to-exceed price.
We are deliberate in our efforts to balance our sources of revenue and avoid reliance on any one significant customer, service line, geography, or end market concentration. As a result, we believe our business is resilient and less exposed to the impacts of political and economic cycles.
We are deliberate in our efforts to balance our sources of revenue and avoid reliance on any one significant customer, service line, geography, or end market concentration. As a result, we believe our business is resilient and less exposed to the impacts of trends, politics and economic cycles.
Our breadth of our customer base diversifies risk, with the ten largest customers we served accounting for approximately 18% and 18% of our net service billing during the years ended December 31, 2024 and 2023, respectively. We avoid concentration of exposure with no single customer accounting for more than 5% of our net service revenue during either of these periods.
The breadth of our customer base diversifies risk, with the ten largest customers we served accounting for approximately 13% and 18% of our net service billing during the years ended December 31, 2025 and 2024, respectively. We avoid concentration of exposure with no single customer accounting for more than 5% of our net service billing during either of these periods.
Approximately 60% of our revenue for the year ended December 31, 2024 was derived from repeat customers, which we define as any customer from which revenue was earned in both the full years ended December 31, 2024 and 2023, excluding revenue derived from companies we acquired in 2024. Our customers are international, national, regional, and local in their focus.
Approximately 73% of our revenue for the year ended December 31, 2025 was derived from repeat customers, which we define as any customer from which revenue was earned in both the full years ended December 31, 2025 and 2024, excluding revenue derived from companies we acquired in 2025. Our customers are international, national, regional, and local in their focus.
We believe that our proven track record, ownership culture, and unyielding commitment to preserving a uniquely entrepreneurial culture as we grow will provide us a competitive edge with acquisition targets as a desirable transaction partner.
We believe that our proven track record, ownership culture, and unyielding commitment to preserving a uniquely entrepreneurial culture as we grow provides us a competitive edge with acquisition targets as a desirable transaction partner.
We have invested time and resources in developing our accounting and financial systems, integration expertise, management reporting processes, human capital development programs and information technology infrastructure. As we grow the size and scale of the company, we expect to expand operating margins by leveraging our investments and general overhead structure over a larger labor pool.
We have invested time and resources in developing our accounting and financial systems, integration expertise, management reporting processes, human capital development programs and information technology infrastructure to facilitate scaling growth. As we grow the size and scale of the company, we expect to expand operating margins by leveraging our investments and general overhead structure over a larger revenue pool.
Item 1. Business Bowman is a professional services firm delivering innovative engineering, technology and program management services to customers who own, develop, and maintain the built environment. We provide planning, engineering, construction management, commissioning, environmental consulting, geospatial imaging, surveying, land procurement and other technical services to customers operating in a diverse set of end markets.
Item 1. Business Bowman is a professional services firm delivering integrated engineering, technical consulting and program management services to customers who own, develop, and maintain the built environment. We provide planning, engineering, program management, commissioning, environmental consulting, geospatial imaging, surveying, land procurement and other infrastructure management services to customers operating in a diverse set of end markets.
As of December 31, 2024, our licensed professional staff represented approximately 33% of our workforce, which we consider appropriate for our operating profile. Approximately 30% of our workforce works primarily outside one of our offices performing geospatial engineering, construction management, land procurement and field surveying.
As of December 31, 2025, our licensed professional staff represented approximately 35% of our workforce, which we consider appropriate for our operating profile. Approximately 30% of our workforce works primarily outside one of our offices performing geospatial engineering, construction management, land procurement and field surveying.
We believe our positioning enables us to continue winning incrementally larger work assignments that will grow our business. Human Capital Resources As of December 31, 2024, we had approximately 2,200 employees, of which approximately 93% are full-time employees.
We believe our positioning enables us to continue winning incrementally larger work assignments that will grow our business. Human Capital Resources As of December 31, 2025, we had approximately 2,300 employees, of which approximately 93% are full-time employees.
Approximately 60% of our customers during the year ended December 31, 2024 were repeat customers, which we define as any customer from which revenue was earned in both the full years ended December 31, 2024 and 2023, excluding revenue derived from companies we acquired in 2024.
Approximately 73% of our customers during the year ended December 31, 2025 were repeat customers, which we define as any customer from which revenue was earned in both the full years ended December 31, 2025 and 2024, excluding revenue derived from companies we acquired in 2025.
We target growth opportunities related to renewable energy, energy transition, and energy efficiency activities; aging, failing and inadequate infrastructure in need of upgrade and replacement; economic vitality and attractive growth in geographic regions with both a critical mass of population and a growing workforce; and initiatives involving regulatory complexity that are supported by stable, long-term public sector funding.
We target growth opportunities related to power distribution, energy transition, rapid energization and renewable energy efficiency activities; aging, failing and inadequate infrastructure in need of upgrade and replacement; economic vitality and attractive growth in geographic regions with both a critical mass of population and a growing workforce; and mandates involving regulatory complexity that are supported by stable, long-term public sector funding.
Such strategic and synergistic service line extensions include, but are not limited to, program management, energy management and data management and analytics. We have built a scalable organizational infrastructure that can accommodate significant growth without requiring a proportionate increase in overhead expense.
Such strategic and synergistic service line extensions include, but are not limited to, program management, energy management and data management and analytics. We have built a scalable organizational infrastructure that can accommodate operating leverage by generating significant growth without a proportionate increase in overhead expense.
Contracts We enter into contracts with customers that either cover a single performance obligation consisting of one or more tasks (also referred to as assignments and deliverables) or are open-ended engagements that create a framework for our being retained for one or more discrete performance obligations and tasks (often referred to as master services agreements).
Contracts We enter into contracts with customers that either cover a single performance obligation consisting of one or more tasks (also referred to as assignments and deliverables) or are open-ended engagements that create a framework for our being retained for one or more discrete performance obligations and tasks issued under individual task/work orders (often referred to as master services agreements).
The current outlook is positive for each of the markets we work in and services we provide, and we intend to grow aggressively and opportunistically within each of them.
The current outlook is positive for each of the markets we work in and services we provide, and we intend to invest opportunistically within each of them.
To achieve the 9 Table of Content aggressive growth targets we have established, we plan to focus effort and resources on markets and service line expansion opportunities with the following characteristics: • High potential for reoccurring revenue and multi-year assignments • Engagement with renewable energy, energy transitions, and energy efficiency activities • Aging and failing infrastructure in need of upgrade and replacement • Transformational investment paradigms such as privatization • Economic vitality and attractive growth in population and workforce • Long-term public sector funding • Prime for technology advancement with respect to delivery of our services • Complex regulatory environments These characteristics of market and service line opportunities are fluid, and we may adapt them from time to time to evolving dynamics.
To achieve the aggressive growth targets we have established, we plan to focus effort and resources on markets and service line expansion opportunities with the following characteristics: • High potential for reoccurring revenue and multi-year assignments • Engagement with power. electrification or other energy imbalance activities • Aging and failing infrastructure in need of upgrade and replacement • Transformational investment paradigms such as privatization • Economic vitality and attractive growth in population and workforce • Long-term and durable public sector funding • Prime for technology advancement with respect to delivery of our services • Complex regulatory environments These characteristics of market and service line opportunities are fluid, and we may adapt them from time to time to evolving dynamics.
For the years ended December 31, 2024 and 2023, we derived approximately 60% and 62%, respectively, of our gross contract revenue from lump sum assignments and approximately 33% and 28%, respectively, from hourly assignments. The remainder of our gross contract revenue in each year was derived from reimbursements for itemized passthrough items such as consultants and direct expenses.
For the years ended December 31, 2025 and 2024, we derived approximately 59% and 60%, respectively, of our gross contract revenue from lump sum assignments and approximately 34% and 33%, respectively, from hourly assignments. The remainder of our gross contract revenue in each year was derived from reimbursements for itemized passthrough items such as consultants and direct expenses.
From a financial reporting perspective, a contract is categorized as fixed fee and therefore subjected to percentage completion accounting under Accounting Standards Codification "ASC" Topic 606 if any one task within the contract is priced on a fixed fee basis.
From a financial reporting perspective, a contract is categorized as fixed fee and therefore subjected to percentage completion accounting under Accounting Standards Codification "ASC" Topic 606 if any one discrete assignment within the contract is based on a fixed fee.
The technical complexity and financial risks associated with designing a substantial number of projects performed in the industry effectively discourages the free flow of new entrants, limiting participation to those with demonstrated capacities across a range of projects. Qualifications, sophisticated technical skills, expertise, financial resources, and scale are prerequisites for successful industry participation.
The technical complexity and financial risks associated with designing a substantial number of infrastructure engineering and design projects effectively discourages the free flow of new entrants, limiting participation to those with requisite financial capabilities and demonstrated capacities across a range of projects. Qualifications, sophisticated technical skills, expertise, financial resources, and operational scale are prerequisites for successful industry participation.
We focus our business development 16 Table of Content efforts on increasing the proportion of our revenue generated by long-term projects and multi-year contracts. We intend to continue expanding long-term relationships and multi-year assignments with both public and private sector customers through organic growth and acquisitions.
We endeavor to focus our business development efforts on increasing the proportion of our revenue generated by larger, long-term projects and multi-year 12 Table of Content contracts. We intend to continue expanding long-term relationships and multi-year assignments with both public and private sector customers through organic growth and acquisitions. We maintain a mix of public and private clients.
Examples of our multi-year reoccurring revenue assignments in the utilities space include undergrounding of electric distribution lines, procurement of rights-of-way and easements, land surveying and geomatics, gas distribution system mapping, and design for gas distribution pipeline replacement.
Examples of our multi-year reoccurring revenue assignments in the utilities space include undergrounding of electric distribution lines, procurement of rights-of-way and easements for utilities, transmission corridor surveying and geomatics, gas distribution system mapping, bridging power design and permitting, and retrofit and design for gas distribution pipeline replacement.
Our contracts contain two principal types of pricing provisions: (1) fixed price, also referred to as lump sum, and (2) hourly, also referred to as time and materials or cost plus. In many cases, a single contract will contain both fixed price and hourly priced tasks.
Our contracts contain two principal types of pricing provision: (1) fixed price, also referred to as lump sum, and (2) hourly, also referred to as time and materials. In many cases, a single contract will contain both fixed price and hourly priced assignments.
Our services are aligned with attractive and growing market trends such as transportation systems and marine distribution infrastructure repair, replacement and expansion, utility pipeline rehabilitation and extension, electrical transmission and distribution grid capacity increases, data processing and mission critical facilities design, urban and suburban commercial and residential building development, decarbonization initiatives, outsourced program and project management, and other areas, which are providing notable organic growth and are expected to continue to be the focus of funding in the coming years.
Our services are aligned with attractive and growing infrastructure investment imperatives such as repair, replacement and expansion of transportation systems and marine distribution infrastructure, utility pipeline rehabilitation, safety, and extension, electrical transmission, rapid energization and distribution grid capacity increases, data processing and mission critical facilities design and deployment, urban and suburban commercial development, residential housing stock expansion, decarbonization initiatives, outsourced program and project management, and others, which are providing notable organic growth and are expected to continue to be the focus of funding in the coming years.
These non-GAAP metrics include Net Service Billing (the amount of gross contract revenue generated by the direct efforts of our workforce), Adjusted EBITDA (our earnings before taxes, interest and depreciation and amortization with non-cash stock compensation and other non-recurring, non-core, and acquisition related costs added), and Backlog (the aggregate amount of undelivered gross contract revenue relating to assignment in place with customers) and Adjusted Earnings Per Share (net income after tax, adjusted for acquisition related 3 Table of Content expenses, amortization of intangibles, non-cash compensation associated with pre-IPO grants, other non-core expenses and associated tax expenses or benefits).
These non-GAAP metrics include Net Service Billing (the amount of gross contract revenue generated by the direct efforts of our workforce – excluding passthroughs), Adjusted EBITDA (our earnings before taxes, interest and depreciation and amortization exclusive of non-cash stock compensation and other non-recurring, non-core, and acquisition specific costs), Backlog (the aggregate amount of undelivered gross contract revenue relating to assignments in place with customers) and Adjusted Earnings Per Share (net income after tax, adjusted for acquisition related expenses, amortization of intangibles, non-cash compensation cost of legacy grants, other non-core expenses and associated tax expenses or benefits).
Fundamental to our successful acquisition strategy has been our leadership team’s ability to identify, execute, and integrate strategic acquisitions of companies with workforces that align with our culture and are expected to provide synergies for our existing operations. Our complete acquisition integration approach rapidly facilitates cross-cultivation of experiences, employee collaboration and cross selling of services.
Fundamental to our disciplined and capacity-driven acquisition strategy has been our leadership team’s ability to identify, underwrite, and integrate strategic acquisitions of companies with workforces that align with our culture and are expected to provide synergies for our existing operations. Our wholesale acquisition integration approach facilitates rapid cross-cultivation of experiences, employee collaboration and cross-selling of services.
Post-pandemic, household formation has resumed in earnest with home sale prices at all-time highs. Within the residential market there are fundamentally three sub-markets in which our customers participate: 1) for-sale residential housing; 2) multi-family rental housing, and 3) mixed-use and urban cluster developments.
Demand for affordable household formation continues to increase with home sale prices at all-time highs. Within the residential market there are fundamentally three sub-markets in which our customers participate: 1) for-sale residential housing; 2) multi-family rental housing, and 3) mixed-use and urban cluster developments.
Our operations infrastructure is designed to quickly scale our labor resources and optimize utilization to accommodate significant growth without a proportionate need to increase related corporate overhead expenses. We believe this positions us for responsive expansion within and into attractive growth markets while increasing margins through scale over time.
Our operations infrastructure is designed to quickly scale our labor resources and optimize cross-utilization to accommodate significant growth without a proportionate need to increase associated overhead expenses. We believe this positions us for responsive expansion, both organically and through acquisition, within and into attractive growth markets as they present themselves while increasing margins through scale over time.
The proliferation of data centers, the internet of things, and artificial intelligence applications and the associated electrical demand are straining the U.S. power grid and creating a sense of urgency around maintenance and upgrade.
The electrical demand associated with the proliferation of data centers, the internet of things, and artificial intelligence applications is straining the U.S. power grid and creating a sense of urgency around maintenance, speed to energization and stability.
Our private sector customers include owners and operators from multiple industries such as investor-owned utilities, oil & gas extractors and operators, participants in the renewable energy and decarbonization marketplace, data center developers and operators, wastewater treatment facilities, developers and owners of residential and commercial real estate, big-box and convenience retail chains including quick-serve restaurants, mine operators and others.
Our private sector customers include infrastructure owners and operators from multiple industries such as investor-owned utilities, oil & gas extractors and refiners, pipeline operators, participants in the renewable energy and decarbonization marketplace, data center developers and hyper-scalers, wastewater treatment facilities, developers of residential, commercial and retail real estate, mine operators and others.
Our Markets We visualize our business as a grid with markets as the vertical columns and services as the horizontal intersects. Customer assignments are grouped by vertical, with each assignment consuming one or more of our services. Services are provided across verticals to all customers.
Our Markets We envision our business as a grid with markets as the vertical columns and services as the horizontal intersects. Customer assignments are grouped and reported externally by vertical, with each assignment utilizing one or more of our services. We advance operating leverage by offering all services across all verticals to all customers.
We believe that in-person collaboration is a critical component of employee engagement. While we do not mandate absolute full-time in-office attendance, we encourage managers to implement policies that encourage employees to work collaboratively on a regular basis in our offices. Talent Development. We invest significant resources to develop the talent needed to remain a leading engineering services provider.
We believe that in-person collaboration is a critical component of employee engagement. While we do not mandate absolute full-time in-office attendance, we encourage managers to implement policies that encourage employees to work collaboratively on a regular basis in our offices. 15 Table of Content Talent Development.
Backlog We calculate the value of our not yet billed gross contract revenue to measure backlog and predict future revenue. Backlog includes fully awarded and contracted work along with revenue we expect to invoice over an eighteen-month time frame for open-ended long-term engagements and undefined multi-year assignments.
Backlog includes fully awarded and contracted work along with revenue we expect to invoice over an eighteen-month time frame for open-ended long-term engagements and undefined multi-year assignments. To calculate backlog, we assess the gross contract revenue we will recognize in connection with the completion of as yet billed customer commitments.
Utilities, policy makers, and local governments have agreed for years that the aging electric transmission and distribution grid in the U.S. needs to be substantially upgraded to withstand the challenges of the future.
Utilities, policy makers, and local governments agree that the aging electric transmission and distribution grid in the U.S. needs to be substantially upgraded and augmented to withstand the projected demand profile of the future.
The engineering and consulting industry is highly fragmented and characterized by many small and mid-sized companies that focus their operations on regional markets or specialized service niches.
The engineering and consulting industry is highly fragmented and characterized by many small and mid-sized companies that focus their operations on regional markets or specialized service niches. On any given opportunity, we compete and/or team with many of the same local, regional and national companies.
Our private sector customers include owners and operators from multiple industries such as investor-owned utilities, oil & gas extractors and operators, participants in the renewable energy and decarbonization marketplace, data center developers and operators, wastewater treatment facilities, developers and owners of residential and commercial real estate, big-box and convenience retail chains including quick-serve restaurants, mine operators and others.
Our private sector customers include owners and operators from multiple industries such as investor-owned utilities, oil & gas extractors and operators, participants in the renewable energy and decarbonization marketplace, data center developers and hyper-scalers, wastewater treatment facilities, developers and owners of residential and commercial real estate, hospitality services and recreational organizations, big-box and convenience retail chains including quick-serve restaurants, mine operators and others. 5 Table of Content The demand for engineering services in the United States represents a substantial and growing total addressable market.
As of December 31, 2024, we have a work force of over 2,200 employees that provides services to thousands of customer projects both big and small, as well as both short- and long-term, from more than 95 offices throughout the United States and two offices in Mexico.
As of December 31, 2025, we have a workforce of over 2,300 employees that provides services for thousands of customer projects both big and small, as well as both short- and long-term. We operate from more than 135 locations throughout the United States and four offices in Mexico.
Our commitment to sustaining our unique culture as we continue to expand has been, and will continue to be, fundamental to maintaining an engaged workforce and delivering organic growth throughout our organization. We intend to continue to grow through acquisitions.
Two of our bedrock cultural values are growth and entrepreneurial spirit. Our commitment to sustaining our unique culture as we continue to expand has been, and will continue to be, fundamental to maintaining an engaged workforce aligned throughout our organization in the goal of delivering consistent organic growth. We intend to continue to grow through acquisitions.
During each of the years ended December 31, 2024 and 2023, approximately 27% and 21% of our revenue was derived from assignments with public sector customers directly.
During each of the years ended December 31, 2025 and 2024, approximately 30% and 27%, respectively of our revenue was derived from public sector customer assignments.
We have accelerated our growth organically through technology investments that enhance our capacity and ability to share work across our company, an increase in our breadth of services and expand our geographic footprint, and a wholesale commitment to cross-selling, revenue capture and collaborative business development.
We have accelerated our efforts to grow organically through technology investments that enhance our capacity and ability to share work across our company, increases in our breadth of services and expansion of our geographic footprint, and an integrated approach to cross-selling, revenue capture and collaborative business 4 Table of Content development.
Under these types of engagements, there is no predetermined maximum fee, and we generally experience no risk associated with cost overruns. For hourly engagements, we negotiate hourly billing rates and charge our customers based upon the actual hours expended toward a deliverable. Direct project expenditures such as subconsultants and other expenses generally pass through to the customer for reimbursement.
For hourly engagements, we negotiate hourly billing rates and charge our customers based upon the actual hours expended toward a deliverable. Direct project expenditures such as subconsultants and other expenses generally pass through to the customer for reimbursement.
These engagements may have not-to-exceed parameters requiring us to receive additional authorizations from our customer to continue working but in these cases, we have no obligation to deliver a pre-negotiated result without authorization to continue at additional cost to the customer. Purely hourly contracts for financial reporting purposes do not include any lump sum components as outlined below.
These engagements may have not-to-exceed parameters requiring us to receive additional authorizations from our customer to continue working but in these cases, we have no obligation to deliver a pre-negotiated result without authorization to continue at additional cost to the customer.
Marketing and Sales We position ourselves as a preferred provider of services to those who own, construct and maintain the built environment. We secure assignments primarily through business development efforts targeted at cultivating new customers, cross-selling of our services to existing customers to increase wallet share, expanding customer relationships into new geographies as we grow, referrals and social media campaigns.
We secure assignments primarily through business development efforts targeted at cultivating new customers, cross-selling of our services to existing customers to increase wallet share, expanding customer relationships into new geographies as we grow, leveraging referrals and utilizing social media campaigns.
For the year ended December 31, 2024, we had an increase in organic gross contract revenue of $37.9 million or 10.9%, compared to the year ended December 31, 2023. We have been able to achieve these growth rates while expanding our margin profile during this period.
For the year ended December 31, 2025, we had an increase in organic gross contract revenue of $54.7 million or 12.8%, compared to the year ended December 31, 2024. We have been able to achieve these growth rates while improving our margin profile over time.
Under the acquisition purchase agreements, we paid a total of approximately $79.7 million for these acquisitions, including 1,023,786 shares of common stock valued at a total of $33.9 million or an average of $33.12 per share.
Under the acquisition purchase agreements, we paid a total of approximately $75.4 million for these acquisitions, including 73,567 shares of common stock valued at a total of $3.1 million or an average of $41.81 per share.
Our continued dedication to investment in our existing capabilities, coupled with our strong backlog of approximately $400 million as of December 31, 2024, consistent book-to-bill ratio for net service billing of greater than 1.0 for full years 2024 and 2023, and deep customer relationships, gives us confidence in our ability to maintain significant organic growth and an attractive margin profile for the foreseeable future.
Our continued dedication to investment in our existing capabilities, coupled with our strong backlog of approximately $479 million as of December 31, 2025, consistent book-to-bill ratio for net service billing of greater than 1.0 for full years 2025 and 2024, and deep customer relationships give us confidence in our ability to maintain significant organic growth and deliver improved margin profiles for the foreseeable future (we calculate book-to-bill as bookings of new work, net of sub-contractor costs, divided by net service billing during the same period).
We must comply with laws and regulations relating to government contracts, which affect how we do business with our customers and may impose added costs on our business. In connection with the process of bidding for and being awarded certain government assignments we are required to provide an annual Federal Acquisition Regulation rate audit that determines our overhead reimbursement allowance.
In connection with the process of bidding for and being awarded certain government assignments we are required to provide an annual Federal Acquisition Regulation rate audit that determines our overhead reimbursement allowance.
Recent Acquisitions In 2024, we completed eight acquisitions, one of which closed after September 30, 2024. None of these recent acquisitions was individually or collectively in the aggregate significant under Rule 3-05 of Regulation S-X. The 2024 acquisitions are summarized below in order of acquisition. • TCE, Inc (“TCE”) .
Recent Acquisitions In 2025, we completed seven acquisitions or acqui-hires, four of which closed after September 30, 2025. None of these recent transactions were individually, or collectively in the aggregate, significant under Rule 3-05 of Regulation S-X. The 2025 acquisitions are summarized below in order of acquisition. • UP Engineering, LLC (“UP”) .
The market for engineering services in the United States is large, with an expected total revenue of $312 billion in 2025, according to IBISWorld. With over 130,000 firms, a large proportion of whom are small-scale organizations focused on specific local markets or specialized niches, the industry is extremely fragmented.
With over 130,000 firms, a large proportion of whom are small-scale organizations focused on specific local markets or specialized niches, the engineering and infrastructure services industry is extremely fragmented.
We have achieved this increase in revenue through both organic growth and acquisitions. In 2024, we ranked 78 th on the ENR Top 500 Design Firms list, up from 144 th in 2021, the year of our initial public offering and 87 th in 2023.
In 2025, we ranked 72 nd on the ENR Top 500 Design Firms list, up from 144 th in 2021, the year of our initial public offering and 78 th in 2024.
Throughout the organization, our employees, leaders and managers are provided opportunities to be invested in our success through equity participation and incentives that are targeted to reward organic growth and successful execution. As a public company, we believe in using our publicly traded equity as a component of our compensation strategy.
Throughout the organization, our employees, leaders and managers are provided opportunities to be 9 Table of Content invested in our success through equity participation and incentives that are targeted to reward organic growth and effective execution.
Major power outages due to increasingly severe weather events are a growing contributor to the problem which the Department of Energy estimates costs the U.S. economy at least $150 billion per year. Grid resilience and fortification are significant drivers of investment.
Threats from increasingly severe and frequent weather events result in the inability of the U.S. utility infrastructure to provide an adequate and uninterrupted supply of services. Major power outages due to increasingly severe weather events are a growing contributor to the problem which the Department of Energy estimates costs the U.S. economy at least $150 billion per year.
We provide a series of employee workshops throughout the company that support professional growth and development. Additionally, our manager and leadership development programs provide an ongoing opportunity for employees to practice and apply learning around conversations aligned with our annual review process.
Additionally, our manager and leadership development programs provide an ongoing opportunity for employees to practice and apply learning around conversations aligned with our annual review process. We offer employees a breadth of online tools that provide quick access to learning resources that are personalized to the individual’s development objectives.
We offer employees a breadth of online tools that provide quick access to learning resources that are personalized to the individual’s development objectives. Regulation While our business is not generally subject to significant regulation, the services we provide to our customers address various federal, state and local regulations that must be complied with to receive approval to proceed.
Regulation While our business is not generally subject to significant regulation, the services we provide to our customers address various federal, state and local regulations that must be complied with to receive approval to proceed. With respect to the operation of our business, we are subject to certain professional licensing and human resources requirements that vary by state.
On any given opportunity, we compete and/or team with many of the same local, regional and national companies. 18 Table of Content Industry participants compete on the strength of customer relationships, reputation for quality of service and reliability, expertise in local markets, technical capabilities, and price.
Industry participants compete on the strength of customer relationships, reputation for quality of service and reliability, expertise in local markets, technical capabilities, and price.
Creative use of growth-connected and retention-oriented equity incentives along with a commitment to maintaining our core culture are key to the entrepreneurial spirit that we believe will drive our organic growth. Acquisitive Growth We maintain an active engagement with prospective acquisition targets and business brokers.
Creative use of growth-connected, performance-rewarding, and retention-oriented equity incentives along with a commitment to maintaining our core culture contribute to the entrepreneurial spirit that we believe drives our organic growth.
Expanding regulations governing the treatment, distribution and storage of water resources will intensify demand for adaptive water and wastewater treatment solutions. We assist municipalities, county agencies, public utilities, and private customers in addressing their potable water and wastewater challenges. Our expertise with water solutions ranges from planning, design, construction management, and funding identification.
Rapid urbanization, industrial growth, suburban sprawl, and depleting sources of fresh water are increasing domestic demand for water and wastewater solutions. Expanding regulations governing the treatment, distribution and storage of water resources will intensify demand for adaptive water and wastewater treatment solutions. We assist municipalities, county agencies, public utilities, and private customers in addressing their potable water and wastewater challenges.
For the years ended December 31, 2024 and 2023, Power and Utilities represented 17.6% and 18.5%, respectively, of our gross contract revenues. Building Infrastructure Encompassing all the places we live, sleep, work, shop, interact, and play, the building infrastructure market is foundationally aligned with all day-to-day factors that are either influenced by or influence economic activity.
Building Infrastructure Encompassing all the places we live, sleep, work, shop, interact, and play, the building infrastructure market is foundationally aligned with all day-to-day factors that are either influenced by or impact economic activity.
Description of Services We provide a broad array of professional engineering, technical, and technology enhanced consulting services to customers who own, construct, and maintain the built environment. Our highly accredited and skilled workforce utilizes an integrated methodology to provide our customers with a consistent and accountable one-stop solution for both simple and highly complex assignments.
Our highly accredited and skilled workforce utilizes an integrated methodology to provide our customers with a consistent and accountable one-stop solution for both simple and highly complex assignments.
Our success in customer acquisition and retention is the result of our investment in relationships over time and the delivery of highly creative, technology-enabled and cost-effective solutions. We are defined by our core values and purpose. Our culture revolves around a top to bottom commitment to the creation of opportunities for aspiring people to thrive and achieve their goals.
Our success in customer acquisition and retention is the result of our investment in long-term relationships, our commitment to innovation and advanced production systems, and the delivery of highly creative, technology-enabled and cost-effective solutions. We are defined by our core values and purpose.
We are committed to being an industry leader in the adoption of adaptive technology, geospatial mapping and orthoimaging tools and collaboration enabling systems. We endeavor to utilize technology applications and high resolutions capture devices to enhance our delivery timeframes, expand our service offerings, repurpose and monetize our inventory of collected information, improve customer capture and expand margins.
We endeavor to utilize technology applications and high - resolution capture devices to enhance our delivery timeframes, expand our service offerings, repurpose and monetize our inventory of collected information, improve customer engagement and expand margins.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeBecause we do not anticipate paying any cash dividends on our capital stock in the foreseeable future, capital appreciation, if any, will be your sole source of gain. We do not intend to pay cash dividends on our capital stock.
Biggest changeIn addition, any failure to comply with these additional requirements in a timely manner, or at all, could have an adverse effect on our business and results of operations and could cause a decline in the price of our common stock. 36 Table of Content Because we do not anticipate paying any cash dividends on our capital stock in the foreseeable future, capital appreciation, if any, will be your sole source of gain.
If any of our third-party insurers fail or cancel coverage, or we are otherwise are unable to obtain adequate insurance coverage at a reasonable cost, our overall risk exposure and operational expenses would increase, and the management of our business operations would be disrupted.
If any of our third-party insurers fail or cancel coverage, or we are otherwise unable to obtain adequate insurance coverage at a reasonable cost, our overall risk exposure and operational expenses would increase, and the management of our business operations would be disrupted.
We may experience reduced profits or, in some cases, losses if costs increase above budgets or estimates or if the project experiences schedule delays; 21 Table of Content • Governmental agencies may modify, curtail or terminate our contracts at any time prior to their completion and, if we do not replace them, we may suffer a decline in revenue; • Our failure to comply with a variety of complex procurement rules and regulations could damage our reputation and result in our being liable for penalties, including termination of our government contracts, disqualification from bidding on future government contracts and suspension or debarment from government contracting; • We are dependent on third parties to complete certain elements of our contracts; • Our quarterly results may fluctuate significantly, which could have a material negative effect on the price of our common stock; • If we fail to develop or maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud.
We may experience reduced profits or, in some cases, losses if costs increase above budgets or estimates or if the project experiences schedule delays; • Governmental agencies may modify, curtail or terminate our contracts at any time prior to their completion and, if we do not replace them, we may suffer a decline in revenue; 17 Table of Content • Our failure to comply with a variety of complex procurement rules and regulations could damage our reputation and result in our being liable for penalties, including termination of our government contracts, disqualification from bidding on future government contracts and suspension or debarment from government contracting; • We are dependent on third parties to complete certain elements of our contracts; • Our quarterly results may fluctuate significantly, which could have a material negative effect on the price of our common stock; • If we fail to develop or maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud.
Borrowings under our credit agreement with Bank of America, N.A. bear interest at variable rates, exposing us to interest rate risk. Interest rates in the United States may continue to increase in the future.
Borrowings under our credit agreement with Bank of America, N.A. bear interest at variable rates, exposing us to interest rate risk. Interest rates in the United States may increase in the future.
We cannot predict whether and to what extent housing markets will grow, particularly if interest rates for mortgage loans, land costs, and construction costs continue to rise.
We cannot predict whether and to what extent housing markets will grow, particularly if interest rates for mortgage loans, land costs, and construction costs rise.
For over 20 years, state and other public employee unions have challenged the validity of propositions, legislation, charters, and other government regulations that allow public agencies to contract with private firms to provide services in the fields of engineering, design, and construction of public improvements that might otherwise be provided by public employees.
For over 25 years, state and other public employee unions have challenged the validity of propositions, legislation, charters, and other government regulations that allow public agencies to contract with private firms to provide services in the fields of engineering, design, and construction of public improvements that might otherwise be provided by public employees.
Although we maintain functional groups whose primary purpose is to ensure we implements effective health, safety and environmental (“HSE”) work procedures throughout our organization, including construction sites, roadways, mines and maintenance sites, the failure to comply with such regulations could subject us to liability.
Although we maintain functional groups whose primary purpose is to ensure we implement effective health, safety and environmental (“HSE”) work procedures throughout our organization, including construction sites, roadways, mines and maintenance sites, the failure to comply with such regulations could subject us to liability.
Such restrictions affect or could affect, and in many respects limit or prohibit, among other things, our ability, and the ability of certain of our subsidiaries to: • incur additional indebtedness; • create liens; • pay dividends and make other distributions in respect of our equity securities; • redeem our equity securities; • enter into certain lines of business; • make certain investments or certain other restricted payments; • sell certain kinds of assets; • enter into certain types of transactions with affiliates; and 31 Table of Content • undergo a change in control or effect certain mergers or consolidations.
Such restrictions affect or could affect, and in many respects limit or prohibit, among other things, our ability, and the ability of certain of our subsidiaries to: • incur additional indebtedness; • create liens; • pay dividends and make other distributions in respect of our equity securities; • redeem our equity securities; • enter into certain lines of business; • make certain investments or certain other restricted payments; • sell certain kinds of assets; • enter into certain types of transactions with affiliates; and • undergo a change in control or effect certain mergers or consolidations.
If economic conditions remain uncertain or weaken, or government spending is reduced, our revenue and profitability could be adversely affected. Demand from customers is cyclical and vulnerable to economic downturns. If the economy weakens or customer spending declines, our financial results may be impacted.
If political, social or economic conditions remain uncertain or weaken, or government spending is reduced, our revenue and profitability could be adversely affected. Demand from customers is cyclical and vulnerable to economic downturns. If the economy weakens or customer spending declines, our financial results may be impacted.
Such claims could relate to, among other things, personal injury, loss of life, business interruption, property damage, pollution and environmental damage and be brought by our customers or third parties, such as those who use or reside near our customers’’ projects.
Such claims could relate to, among other things, personal injury, loss of life, business interruption, property damage, pollution and environmental damage and be brought by our customers or third parties, such as those who use or reside near our customers’ projects.
We have incurred, and may continue to incur, expenses associated with sourcing, evaluating, and negotiating acquisitions (including those that do not get completed), and we have paid, and may in the future also pay, fees and expenses associated with financing acquisitions to investment banks and other advisors.
We have incurred, and expect to continue to incur, expenses associated with sourcing, evaluating, and negotiating acquisitions (including those that do not get completed), and we have paid, and expect to in the future also pay, fees and expenses associated with financing acquisitions to investment banks and other advisors.
If interest rates continue to increase, our debt service obligations on borrowings under our credit agreement would continue to increase even though the amount borrowed would remain the same, and our results of operations and cash flows for servicing our indebtedness would decrease, perhaps significantly.
If interest rates increase, our debt service obligations on borrowings under our credit agreement would increase even though the amount borrowed would remain the same, and our results of operations and cash flows for servicing our indebtedness would decrease, perhaps significantly.
The difficulties of integrating acquisitions include, among other things: • unanticipated issues in integration of information, communications and other systems; • unanticipated incompatibility of logistics, marketing and administration methods; 23 Table of Content • maintaining employee morale and retaining key employees; • integrating the business cultures of companies; • preserving important strategic customer relationships; • consolidating corporate and administrative infrastructures and eliminating duplicative operations; and • coordinating geographically separate organizations.
The difficulties of integrating acquisitions include, among other things: • unanticipated issues in integration of information, communications and other systems; • unanticipated incompatibility of logistics, marketing and administration methods; • maintaining employee morale and retaining key employees; • integrating the business cultures of companies; • preserving important strategic customer relationships; • consolidating corporate and administrative infrastructures and eliminating duplicative operations; and • coordinating geographically separate organizations.
If we are unable to compete effectively, we could lose market share and our business and results of operations could be negatively impacted; • Our continued success is dependent upon our ability to hire, retain and utilize qualified personnel; continued success is dependent upon our ability to hire, retain and utilize qualified personnel; • Our profitability could suffer if we are not able to maintain adequate utilization of our workforce due to slowdowns in the economy, or reduced demand for our services; • If we are unable to integrate acquired businesses successfully, our business could be harmed; • We cannot assure you that we will achieve synergies and cost savings in connection with prior or future acquisitions; • Demand from customers is cyclical and vulnerable to economic downturns.
If we are unable to compete effectively, we could lose market share and our business and results of operations could be negatively impacted; • Our continued success is dependent upon our ability to hire and retain key executives and to plan for and manage the succession of key executives; continued success is dependent upon our ability to hire, retain and utilize qualified personnel; • Our profitability could suffer if we are not able to maintain adequate utilization of our workforce due to slowdowns in the economy, or reduced demand for our services; • If we are unable to integrate acquired businesses successfully, our business could be harmed; • We cannot assure you that we will achieve synergies and cost savings in connection with prior or future acquisitions; • Demand from customers is cyclical and vulnerable to economic downturns.
Other principal federal environmental, health, and safety laws affecting us include, among others, the Resource Conversation and Recovery Act, the National Environmental Policy Act, the Clean Air Act, the Clean Water Act, the Occupational Safety and Health Act, the Toxic Substances Control Act, and the Superfund Amendments and Reauthorization Act.
Other principal federal environmental, health, and safety laws affecting us include, among others, the Resource Conservation and Recovery Act, the National Environmental Policy Act, the Clean Air Act, the Clean Water Act, the Occupational Safety and Health Act, the Toxic Substances Control Act, and the Superfund Amendments and Reauthorization Act.
Unsafe work sites also have the potential to increase employee turnover, increase the 26 Table of Content cost of a project to our customers, and raise our operating and insurance costs. Any of the foregoing could result in financial losses or reputational harm, which could have a material adverse impact on our business, financial condition and results of operations.
Unsafe work sites also have the potential to increase employee turnover, increase the cost of a project to our customers, and raise our operating and insurance costs. Any of the foregoing could result in financial losses or reputational harm, which could have a material adverse impact on our business, financial condition and results of operations.
The uncertainties inherent in the estimating process make it possible for actual costs to vary materially from initial and updated estimates. We are dependent on third parties to complete certain elements of our contracts. We engage third-party sub-consultants to perform certain work under our contracts.
The uncertainties inherent in the estimating process make it possible for actual costs to vary materially from initial and updated estimates. We are dependent on third parties to complete certain elements of our contracts. 24 Table of Content We engage third-party sub-consultants to perform certain work under our contracts.
In many of our contracts with customers, sub-consultants, and vendors, we agree to retain or assume potential liabilities for damages, penalties, losses and other exposures relating to projects that could result in claims that greatly 33 Table of Content exceed the anticipated profits relating to those contracts.
In many of our contracts with customers, sub-consultants, and vendors, we agree to retain or assume potential liabilities for damages, penalties, losses and other exposures relating to projects that could result in claims that greatly exceed the anticipated profits relating to those contracts.
A failure to adequately respond to these risks could have a material adverse impact on our financial condition, results of operations or cash flows. A significant decline in new home construction, and/or a deterioration in expectations regarding the homebuilding market, could have a material adverse impact on our business, financial condition and results of operations.
A failure to adequately respond to these risks could have a material adverse impact on our financial condition, results of operations or cash flows. 22 Table of Content A significant decline in new home construction, and/or a deterioration in expectations regarding the homebuilding market, could have a material adverse impact on our business, financial condition and results of operations.
The market price for our common stock may fluctuate or decline substantially as a result of a variety of factors, some of which are beyond our control, including: • the recruitment or departure of key personnel; • actual or anticipated changes in estimates as to financial results, acquisitions or recommendations by securities analysts; • variations in our financial results or those of companies that are perceived to be similar to us; • market conditions in the utility and infrastructure markets where we focus; • future sales of our common stock by us or our stockholders; • the trading volume of our common stock; 35 Table of Content • general economic, industry and market conditions; and • the other factors described in this “Risk Factors” section.
The market price for our common stock may fluctuate or decline substantially as a result of a variety of factors, some of which are beyond our control, including: • the recruitment or departure of key personnel, including our Chief Executive Officer; • actual or anticipated changes in estimates as to financial results, acquisitions or recommendations by securities analysts; • variations in our financial results or those of companies that are perceived to be similar to us; • market conditions in the utility and infrastructure markets where we focus; • future sales of our common stock by us or our stockholders; • the trading volume of our common stock; • general economic, industry and market conditions; and • the other factors described in this “Risk Factors” section.
Any of these amounts may be substantial, and together with the size, timing, and number of acquisitions we pursue, may negatively affect, and cause significant volatility in our financial results. In addition, we have assumed, and may in the future assume, liabilities of the companies we acquire.
Any of these amounts may be substantial, and together with 19 Table of Content the size, timing, and number of acquisitions we pursue, may negatively affect, and cause significant volatility in our financial results. In addition, we have assumed, and may in the future assume, liabilities of the companies we acquire.
Accordingly, such additional laws and regulations or a relaxation or repeal of existing laws and regulations, or changes in governmental policies regarding the funding, implementation, or enforcement of these programs, could result in a decline in demand for our services, which could in turn negatively impact our revenue.
The enactment of additional laws and regulations or a relaxation or repeal of existing laws and regulations, or changes in governmental policies regarding the funding, implementation, or enforcement of these programs, could result in a decline in demand for our services, which could in turn negatively impact our revenue.
It is particularly difficult to predict whether or when we will receive large-scale projects as these contracts are affected by several factors including lengthy and complex 24 Table of Content bidding and selection process, among others. Other factors include market conditions, financing arrangements, and required governmental approvals.
It is particularly difficult to predict whether or when we will receive large-scale projects as these contracts are affected by several factors including lengthy and complex bidding and selection process, among others. Other factors include market conditions, financing arrangements, and required governmental approvals.
For financial reporting, any contract with one or more lump-sum fee assignment is characterized in total as a fixed fee contract and is reported in the aggregate as such. During the years ended December 31, 2024 and 2023, we derived over 60% and 62%, respectively, of our revenue from lump-sum assignments.
For financial reporting, any contract with one or more lump-sum fee assignment is characterized in total as a fixed fee contract and is reported in the aggregate as such. During the years ended December 31, 2025 and 2024, we derived over 59% and 60%, respectively, of our revenue from lump-sum assignments.
Under the terms of the program, the shares may be repurchased from time to time in open market transactions at prevailing market prices, in privately negotiated transactions or by other means in accordance with federal securities laws.
Under the terms of the program, 34 Table of Content the shares may be repurchased from time to time in open market transactions at prevailing market prices, in privately negotiated transactions or by other means in accordance with federal securities laws.
These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing or cause us to take other corporate actions you desire.
These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors 35 Table of Content of your choosing or cause us to take other corporate actions you desire.
Our credit agreement contains several restrictive covenants, which could limit our ability to finance future operations, acquisitions or capital needs or engage in other business activities that may be in our interest. Our credit agreement contains several financial covenants that impose operating and other restrictions on us, and our subsidiaries.
Our credit agreement contains several restrictive covenants, which could limit our ability to finance future operations, acquisitions or capital needs or engage in other business activities that may be in our interest. 28 Table of Content Our credit agreement contains several financial covenants that impose operating and other restrictions on us, and our subsidiaries.
These liabilities could exceed our insurance limits or the fees we generate, may not be covered by insurance at all due to various exclusions in our coverage and self-insured retention amounts, and could impact our ability to obtain insurance in the future.
These liabilities could exceed our insurance limits or the fees we generate, may not be covered by insurance at 23 Table of Content all due to various exclusions in our coverage and self-insured retention amounts, and could impact our ability to obtain insurance in the future.
For each of the years ended December 31, 2024 and 2023, approximately 27% and 21% of our gross revenue was derived from services performed under contracts with governmental agencies, respectively. While attempts at such legislation have failed in the past, such measures could be adopted in the future.
For each of the years ended December 31, 2025 and 2024, approximately 35% and 27% of our gross contract revenue was derived from services performed under contracts with governmental agencies, respectively. While attempts at such legislation have failed in the past, such measures could be adopted in the future.
In the event a state does not allow a corporation to hold a license, we have in the past formed professional services corporations owned by Mr. Bowman and other employees to facilitate our ability to work in such states.
In the event a state does not allow a corporation to hold a license, we have in the past formed professional services corporations owned by Mr. Bowman, which we expect to transition in 2026, and other employees to facilitate our ability to work in such states.
We rely on third-party internal and outsourced software to run our critical accounting, project management and financial information systems. As a result, any sudden loss, disruption or unexpected costs to maintain these systems could significantly increase our operational expense and disrupt the management of our business operations.
As a result, any sudden loss, disruption or unexpected costs to maintain these systems could significantly increase our operational expense and disrupt the management of our business operations. 25 Table of Content We rely on third-party software to run our critical accounting, project management and financial information systems.
Our employee drivers receive safety training, and we monitor for safe driving, however, we may be subject to liability associated with incidents involving our fleet. Failure to maintain an adequate safety record could impair our ability to perform contracts for existing customers or our ability to obtain new contracts. Our general safety record is critical to our reputation.
Our employee drivers receive safety training, and we monitor for safe driving, however, we may be subject to liability associated with adverse incidents involving our fleet and drivers. Failure to maintain an adequate safety record could impair our ability to perform contracts for existing customers or our ability to obtain new contracts.
We depend on sub-consultants in conducting our business. There is a risk that we may have disputes with our sub-consultants arising from, among other things, the quality and timeliness of work performed, customer concerns, or failure to extend existing task orders or issue new task orders under a subcontract.
There is a risk that we may have disputes with our sub-consultants arising from, among other things, the quality and timeliness of work performed, customer concerns, or failure to extend existing task orders or issue new task orders under a subcontract.
Many of our customers require that we meet certain safety criteria to be eligible to bid for contracts and many contracts provide for automatic termination or forfeiture of some or all of our contract fees or profit in the event we fail to meet certain measures.
Our general safety record is critical to our reputation. Many of our customers require that we meet certain safety criteria to be eligible to bid for contracts and many contracts provide for automatic termination or forfeiture of some or all of our contract fees or profit in the event we fail to meet certain measures.
We currently intend to retain all of our future earnings, if any, to finance the growth and development of our business. As a result, capital appreciation, if any, of our common stock will be your sole source of gain for the foreseeable future. Item 1B.
We do not intend to pay cash dividends on our capital stock. We currently intend to retain all of our future earnings, if any, to finance the growth and development of our business. As a result, capital appreciation, if any, of our common stock will be your sole source of gain for the foreseeable future. Item 1B.
As of December 31, 2024 and 2023, we had $134.7 million and $96.4 million of goodwill, representing 26.8% and 23.9%, respectively, of our total assets as of December 31, 2024 and 2023. Under U.S. GAAP, we are required to evaluate goodwill carried in our consolidated balance sheet for possible impairment on an annual basis using a fair value approach.
As of December 31, 2025 and 2024, we had $173.6 million and $134.7 million of goodwill, representing 29.9% and 26.8%, respectively, of our total assets as of December 31, 2025 and 2024. Under U.S. GAAP, we are required to evaluate goodwill carried in our consolidated balance sheet for possible impairment on an annual basis using a fair value approach.
Such changes would affect our ability to obtain new contracts and may decrease the demand for our services. Legislation is proposed periodically that attempts to limit the ability of governmental agencies to contract with private consultants to provide services. Should such changes occur and be upheld, demand for our services may be materially adversely affected.
Legislation is proposed periodically that attempts to limit the ability of governmental agencies to contract with private consultants to provide services. Should such changes occur and be upheld, demand for our services may be materially adversely affected.
We may also enter into business acquisition agreements that require us to access credit, which if not available at the closing of the acquisition could result in a breach of the acquisition agreement and a resulting claim for damages by the sellers of such business.
We have in the past entered into and expect in the future to enter into business acquisition agreements that require us to access credit, which if not available at the closing of the acquisition could result in a breach of the acquisition agreement and a resulting claim for damages by the sellers of such business.
Some of these provisions include: • a board of directors divided into three classes serving staggered three-year terms, such that not all members of the board will be elected at one time; • a prohibition on stockholder action through written consent, which requires that all stockholder actions be taken at a meeting of our stockholders; • a requirement that special meetings of stockholders be called only by the board of directors acting pursuant to a resolution approved by the affirmative vote of a majority of the directors then in office; • advance notice requirements for stockholder proposals and nominations for election to our board of directors; • a requirement that no member of our board of directors may be removed from office by our stockholders except for cause and, in addition to any other vote required by law, upon the approval of not less than two-thirds of all outstanding shares of our voting stock then entitled to vote in the election of directors; • a requirement of approval of not less than two-thirds of all outstanding shares of our voting stock to amend any bylaws by stockholder action or to amend specific provisions of our certificate of incorporation; and • the authority of the board of directors to issue preferred stock on terms determined by the board of directors without stockholder approval and which preferred stock may include rights superior to the rights of the holders of common stock. 37 Table of Content In addition, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporate Law, or DGCL, which may prohibit certain business combinations with stockholders owning 15% or more of our outstanding voting stock.
Some of these provisions include: • a board of directors divided into three classes serving staggered three-year terms, such that not all members of the board will be elected at one time; • a prohibition on stockholder action through written consent, which requires that all stockholder actions be taken at a meeting of our stockholders; • a requirement that special meetings of stockholders be called only by the board of directors acting pursuant to a resolution approved by the affirmative vote of a majority of the directors then in office; • advance notice requirements for stockholder proposals and nominations for election to our board of directors; • a requirement that no member of our board of directors may be removed from office by our stockholders except for cause and, in addition to any other vote required by law, upon the approval of not less than two-thirds of all outstanding shares of our voting stock then entitled to vote in the election of directors; • a requirement of approval of not less than two-thirds of all outstanding shares of our voting stock to amend any bylaws by stockholder action or to amend specific provisions of our certificate of incorporation; and • the authority of the board of directors to issue preferred stock on terms determined by the board of directors without stockholder approval and which preferred stock may include rights superior to the rights of the holders of common stock.
If we are unable to compete effectively, we may experience a loss of market share or reduced profitability or both, which, if significant, could have a material adverse impact on our business, financial condition, and results of operations. Our engagements often involve large-scale, complex projects.
If we are unable to compete effectively, we may experience a loss of market share or reduced profitability or both, which, if significant, could have a material adverse impact on our business, financial condition, and results of operations.
Ongoing instability and current conflicts in global markets, including Eastern Europe, the Middle East and Asia, and the potential for other conflicts and future terrorist activities and other recent geopolitical events throughout the world have created and may continue to create economic and political uncertainties and impacts.
Ongoing instability and current conflicts in global markets, including Eastern Europe, the Middle East and Asia, and other recent geopolitical events throughout the world, and the potential for other conflicts and future terrorist activities, and actual and potential shifts in U.S. and foreign trade, including tariffs, economic and other policies, have created, and may continue to create, economic and political uncertainties and impacts.
There is no assurance that we will achieve synergies and cost savings in connection with prior or future acquisitions. We may not achieve anticipated cost savings in connection with prior or future acquisitions within the anticipated time frames or at all. A variety of risks could cause us not to realize some or all of these expected benefits.
We may not achieve anticipated cost savings in connection with prior or future acquisitions within the anticipated time frames or at all. A variety of risks could cause us not to realize some or all of these expected benefits.
As a professional and technical engineering and consulting solutions provider we depend upon our ability to hire, retain, and utilize qualified personnel, including our executive management team, engineers, architects, designers, craft personnel and corporate management professionals who have the required experience and expertise at a reasonable cost. The market for these and other personnel is competitive.
Our continued success is dependent upon our ability to hire, retain and utilize qualified personnel. As a professional and technical engineering and consulting solutions provider we depend upon our ability to hire, retain, and utilize other qualified personnel engineers, architects, designers, craft personnel and corporate management professionals who have the required experience and expertise at a reasonable cost.
Our contracts include one or more assignments and often include assignments through which we commit to the performance of work for a specified lump-sum fee, subject to price adjustments if the scope of the assignment changes or unforeseen conditions arise.
Losses under lump-sum contracts and assignments may adversely impact our business operations and financial results. Our contracts include one or more assignments and often include assignments through which we commit to the performance of work for a specified lump-sum fee, subject to price adjustments if the scope of the assignment changes or unforeseen conditions arise.
Our quarterly operating results may fluctuate due to several factors, including: • fluctuations in the spending patterns of our customers; • the number and significance of projects executed during a quarter; • unanticipated changes in contract performance, particularly with contracts that have funding limits; • the timing of resolving change orders, requests for equitable adjustments and other contract adjustments; • the timing of our meeting a project milestone that allows us to bill our customer and recognize revenue; • project delays; • changes in prices of commodities or other supplies; • weather conditions that delay work at project sites; • the timing of expenses incurred in connection with acquisitions or other corporate initiatives; • natural disasters or other crises; • staff levels and utilization rates; • changes in prices of services offered by our competitors; and • general economic and political conditions. 30 Table of Content If our quarterly operating results fluctuate significantly, it could have a material negative affect on our financial condition and results of operations and could cause the price of our common stock to decrease, perhaps substantially and disproportionately to the actual effect on our business.
Our quarterly operating results may fluctuate due to several factors, including: • fluctuations in the spending patterns of our customers; • the number and significance of projects executed during a quarter; • unanticipated changes in contract performance, particularly with contracts that have funding limits; • the timing of resolving change orders, requests for equitable adjustments and other contract adjustments; • the timing of our meeting a project milestone that allows us to bill our customer and recognize revenue; • project delays; 27 Table of Content • changes in prices of commodities or other supplies; • weather conditions that delay work at project sites; • the timing of expenses incurred in connection with acquisitions or other corporate initiatives; • natural disasters or other crises; • staff levels and utilization rates; • changes in prices of services offered by our competitors; and • general economic and political conditions.
In addition, if any of our key personnel or members of executive management retire or otherwise leave the company, we need to have appropriate succession plans in place and successfully implement such plans. Implementing a succession plan requires that we devote time and resources toward identifying and integrating new personnel into leadership roles and other key positions.
Implementing a succession plan requires that we devote time and resources toward identifying and integrating new personnel into leadership roles and other key positions. If one or more of our key executives retires or otherwise leaves the Company, we need to have appropriate succession plans in place and successfully implement such plans.
From time to time and in different regions, it may be difficult to 22 Table of Content attract and retain qualified individuals with the expertise, and in the timeframe, demanded by our customers, or to replace such personnel when needed in a timely manner.
The market for these and other personnel is competitive. From time to time and in different regions, it may be difficult to attract and retain qualified individuals with the expertise, and in the timeframe, demanded by our customers, or to replace such personnel when needed in a timely manner.
Risks Relating to Our Business and Industry We engage in a highly competitive business. If we are unable to compete effectively, we could lose market share and our business and results of operations could be negatively impacted. We face continuing competition to provide technical, professional and construction services to customers.
Risks Relating to Our Business and Industry We engage in a highly competitive business. If we are unable to compete effectively, we could lose market share and our business and results of operations could be negatively impacted.
We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act, or JOBS Act, enacted in April 2012, and we intend to continue to take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies.
As of December 31, 2026, we will no longer qualify as an emerging growth company, as defined in the Jumpstart Our Business Startups Act, or JOBS Act, enacted in April 2012, and will no longer qualify to take advantage of exemptions from various reporting requirements that are applicable to public companies that are emerging growth companies.
In addition, a failure by a third-party sub-consultant, supplier, or manufacturer to comply with applicable laws, regulations or customer requirements could negatively impact our business and, for government customers, could result in fines, penalties, suspension or even debarment being imposed on us, which could have a material adverse impact on our business, financial condition, and results of operations. 28 Table of Content Failure of our sub-consultants to satisfy their obligations to us or other parties, or the inability to maintain these relationships, may adversely impact our business operations and financial results.
In addition, a failure by a third-party sub-consultant, supplier, or manufacturer to comply with applicable laws, regulations or customer requirements could negatively impact our business and, for government customers, could result in fines, penalties, suspension or even debarment being imposed on us, which could have a material adverse impact on our business, financial condition, and results of operations.
Consequently, we are exposed to certain risks associated with public agency and government contracting, any one of which can have a material adverse effect on our business, results of operations and financial condition.
A substantial amount of our revenue is derived from our work for municipalities and other public agencies. Consequently, we are exposed to certain risks associated with public agency and government contracting, any one of which can have a material adverse effect on our business, results of operations and financial condition.
Bowman has significant power to influence the outcome of important corporate decisions or matters submitted to a vote of our stockholders, including decisions regarding mergers, going private transactions, and other extraordinary transactions, and to significantly influence the terms of any of these transactions. Although Mr. Bowman owes our stockholders certain fiduciary duties as a director and an executive officer, Mr.
Bowman has power to influence the outcome of important corporate decisions or matters submitted to a vote of our stockholders, including decisions regarding mergers, going private transactions, and other extraordinary transactions, and to significantly influence the terms of any of these transactions. Once Mr.
These risks include: • The ability of the public agency to terminate the contract with 30 days’ prior notice or less; • Changes in public agency spending and fiscal policies which can have an adverse effect on demand for our services; • Contracts that are subject to public agency budget cycles, and often are subject to renewal on an annual basis; • The often wide variation of the types and pricing terms of contracts from agency to agency; • The difficulty of obtaining change orders and additions to contracts; and • The requirement to perform periodic audits as a condition of certain contract arrangements. 32 Table of Content Legislation, policy, rules, or regulations may be enacted that limit or change the ability of state, regional or local agencies to contract for our privatized services.
These risks include: • The ability of the public agency to terminate the contract with 30 days’ prior notice or less; • Changes in public agency spending and fiscal policies which can have an adverse effect on demand for our services; • Contracts that are subject to public agency budget cycles, and often are subject to renewal on an annual basis; • Changes in regulatory policies that prioritize small businesses or minority contractors; • Pricing pressure for government contracts that may diminish profits; • The often wide variation of the types and pricing terms of contracts from agency to agency; • The difficulty of obtaining change orders and additions to contracts; and • The requirement to perform periodic audits as a condition of certain contract arrangements.
If there is additional economic downturn, including as a result of the worldwide political, social and economic uncertainties described above, our existing and potential customers may either postpone entering into new 25 Table of Content contracts, renew existing contracts or request price concessions.
If the economy weakens or customer spending declines, then our revenue, profits and overall financial condition may deteriorate. If there is additional economic downturn, including as a result of the worldwide political, social and economic uncertainties described above, our existing and potential customers may either postpone entering into new contracts, renew existing contracts or request price concessions.
While we implement IT controls to reduce the risk of a cyber-security and data security breach, there is no guarantee that these measures will be adequate to safeguard all systems with an increased number of employees working remotely. In addition, the engineering and consulting design process undertaken by us is a collaborative process typically undertaken in an in-person office environment.
However, while we have in the past, and can in the future, implement IT controls to reduce the risk of a cyber-security and data security breach, there is no guarantee that these measures will be adequate to safeguard all systems with an increased number of employees working remotely.
To the extent we cannot adequately satisfy a state’s licensing requirements, we 34 Table of Content do not operate in that state. As of December 31, 2024, we were licensed to operate in all states within the United States either directly or through an affiliate.
To the extent we cannot adequately satisfy a state’s licensing requirements, we do not operate in that state. As of December 31, 2025, we were licensed to operate in all states within the United States either directly or through an affiliate. Changes in tax laws or their implementation or interpretation could materially affect our results of operations.
Accordingly, these factors affect our ability to forecast our future revenue and earnings from business areas that may be adversely impacted by market conditions. Outbreaks of communicable diseases, directly or indirectly, a material and adverse effect on our business, financial condition, and results of operations.
Accordingly, these factors affect our ability to forecast our future revenue and earnings from business areas that may be adversely impacted by market conditions. Public health threats, pandemics and outbreaks of communicable diseases could have a material adverse effect on our operations, the operations of our customers, and the global economy as a whole.
If we are not able to successfully manage our growth strategy, our business operations and financial results may be adversely affected. Our expected future growth presents numerous managerial, administrative, and operational challenges. Our ability to manage the growth of our operations will require us to continue to improve our management information systems and our other internal systems and controls.
If we are not able to successfully manage our growth strategy, our business operations and financial results may be adversely affected. 20 Table of Content Our expected future growth presents numerous managerial, administrative, and operational challenges.
Some significant laws and regulations that affect us include: • federal, state, and local laws and regulations (including the Federal Acquisition Regulation or “FAR”) regarding the formation, administration, and performance of government contracts; • the Civil False Claims Act, which provides for substantial civil penalties for violations, including for submission of a false or fraudulent claim to the U.S. government for payment or approval; and • federal, state, and local laws and regulations regarding procurement integrity including gratuity, bribery and anti-corruption requirements as well as limitations on political contributions and lobbying.
Some significant laws and regulations that affect us include: • federal, state, and local laws and regulations (including the Federal Acquisition Regulation or “FAR”) regarding the formation, administration, and performance of government contracts; • the Civil False Claims Act, which provides for substantial civil penalties for violations, including for submission of a false or fraudulent claim to the U.S. government for payment or approval; and • federal, state, and local laws and regulations regarding procurement integrity including gratuity, bribery and anti-corruption requirements as well as limitations on political contributions and lobbying. 30 Table of Content Any failure to comply with applicable laws and regulations could result in contract termination, damage to our reputation, price or fee reductions, suspension, or debarment from contracting with the government, each of which could have a materially adverse effect our business, results of operations and financial condition.
If we cannot attract and retain qualified personnel or effectively implement appropriate succession plans, there could be a material adverse impact on our business, financial condition and results of operations. We do not maintain key-man life insurance policies on our executive officers.
The loss of one or more of our key executives, including, but not limited to Mr. Bowman, or our inability to attract and retain key executives, or to effectively implement appropriate succession plans, could have a material adverse impact on our business, financial condition and results of operations. We do not maintain key-man life insurance policies on our executive officers.
These disruptions could materially impact our backlog and have a material adverse impact on our business, financial condition and results of operations. Our quarterly results may fluctuate significantly, which could have a material negative effect on the price of our common stock.
These disruptions could materially impact our backlog and have a material adverse impact on our business, financial condition and results of operations.
Backlog represents the total dollar amount of revenues we expect to record in the future from the performance of work under contracts we have been awarded. As of December 31, 2024, our gross backlog totaled approximately $358 million.
Backlog represents the total dollar amount of revenues we expect to record in the future from the performance of work under contracts we have been awarded. As of December 31, 2025, our gross backlog totaled approximately $479 million. There is no assurance that backlog will be realized as revenues in the amounts reported or, if realized, will result in profits.
Bowman could take actions to address his own interests, which may be different from those of our other stockholders. Future issuances or sales of a substantial number of shares of our common stock, or the perception that such issuances or sales may occur, could cause our stock price to decline.
Future issuances or sales of a substantial number of shares of our common stock, or the perception that such issuances or sales may occur, could cause our stock price to decline.
We rely on third-party software to run our critical accounting, project management and financial information systems. We also depend on our software vendors to provide long-term software maintenance support for our information systems.
We also depend on our software vendors to provide long-term software maintenance support for our information systems.
Negative conditions in the credit and financial markets and delays in receiving customer payments could result in liquidity problems, adversely affecting our cost of borrowing and our business. Although we finance much of our operations using cash provided by operations, at times we depend on the availability of credit to grow our business and to help fund business acquisitions.
Although we finance much of our operations using cash provided by operations, at times we depend on the availability of credit to grow our business and to help fund business acquisitions.
We are constantly competing for project awards based on pricing, schedule and the breadth and technical sophistication of our services.
Our projects are frequently awarded through a competitive bidding process, which is standard in our industry. We are constantly competing for project awards based on pricing, schedule and the breadth and technical sophistication of our services.
Our contracts do not always limit our liability for damages that arise from negligent acts, errors, mistakes, or omissions in rendering services to our customers. As such, we cannot be sure that these contractual provisions will protect us from liability for damages in the event we are sued.
Our contracts do not always limit our liability for damages that arise from negligent acts, errors, mistakes, or omissions in rendering services to our customers.
An inactive market may also impair our ability to raise capital to continue to fund operations by selling shares and may impair our ability to acquire other companies by using our shares as consideration. There can be no assurance that we will be able to comply with the continued listing standards of Nasdaq.
An inactive market may also impair our ability to raise capital to continue to fund operations by selling shares and may impair our ability to acquire other companies by using our shares as consideration.
Some of our services are directly or indirectly impacted by changes in U.S. federal, state, local, or foreign laws and regulations pertaining to resource management, infrastructure, and the environment. In addition, growing concerns about climate change may result in the imposition of additional regulations, international protocols or other restrictions on emissions.
Some of our services are directly or indirectly impacted by changes in U.S. federal, state, local, or foreign laws and regulations pertaining to resource management, infrastructure, and the environment. Climate change and related legislative and regulatory initiatives may materially affect the Company's business and results of operations.
As a result, all such shares can be freely sold in the public market upon issuance, subject to any vesting conditions or contractual lock-up agreements. 36 Table of Content If additional shares of our common stock are issued or sold, or if it is perceived that they will be issued or sold, in the public market, the market price of our common stock could decline.
As a result, all such shares can be freely sold in the public market upon issuance, subject to any vesting conditions or contractual lock-up agreements.
If one or more of these analysts cease to cover our stock, we could lose visibility in the market for our stock, which in turn could cause our stock price to decline.
If one or more of these analysts cease to cover our stock, we could lose visibility in the market for our stock, which in turn could cause our stock price to decline. Our Chief Executive Officer owns a large percentage of our voting stock, which may allow him to have a significant influence on all matters requiring stockholder approval.
These threats may increase as a result of the increased capabilities of artificial intelligence and other emerging technologies that may be used maliciously, as well as geopolitical instability or conflicts.
These threats may increase as a result of the increased capabilities of AI and other emerging technologies that may be used maliciously, as well as geopolitical instability or conflicts. We rely on industry-accepted security measures and technology to maintain securely all confidential and proprietary information on our information systems.
In addition, our growth will increase our need to attract, develop, motivate, and retain both our management and professional employees. The inability of our management to effectively manage our growth or the inability of our employees to achieve anticipated performance could have a material adverse effect on our business.
The inability of our management to effectively manage our growth or the inability of our employees to achieve anticipated performance could have a material adverse effect on our business. There is no assurance that we will achieve synergies and cost savings in connection with prior or future acquisitions.
We are subject to cybersecurity risks and breaches of our systems and information technology could adversely impact our ability to operate. We rely on our network and third-party infrastructure and enterprise applications, internal technology systems, and our website for our development, marketing, operational, support, hosted services, and sales activities.
We rely on our network and third-party infrastructure and enterprise applications, internal technology systems, and our website for our development, marketing, operational, support, hosted services, and sales activities. We need to protect our own internal trade secrets, work product for our customers, and other business confidential information from disclosure.
We rely on industry-accepted security measures and technology to maintain securely all confidential and proprietary information on our information systems. We have devoted and will continue to devote significant resources to the security of our computer systems, but they are still vulnerable to these threats.
We have devoted and will continue to devote significant resources to the security of our computer systems, but they are still vulnerable to these threats. A user who circumvents security measures can misappropriate confidential or proprietary information, including information regarding us, our personnel and/or our customers, or cause interruptions or malfunctions in operations.
The revenue for certain contracts included in backlog is based on estimates. Additionally, the way we perform on our individual contracts can affect greatly our gross margins and hence, future profitability. Losses under lump-sum contracts and assignments may adversely impact our business operations and financial results.
The contracts in our backlog are subject to changes in the scope of services to be provided as well as adjustments to the costs relating to the contracts. The revenue for certain contracts included in backlog is based on estimates. Additionally, the way we perform on our individual contracts can affect greatly our gross margins and hence, future profitability.
Unless this provision of the act is repealed or its effectiveness is deferred, the capitalization requirement would significantly increase our tax payments. Risks Relating to Our Common Stock If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud.
Such changes could increase our tax liability, compliance burden, or uncertainty in forecasting future tax obligations. Risks Relating to Our Common Stock 32 Table of Content If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud.
The risk of contracts in backlog being cancelled or suspended generally increases during periods of widespread economic slowdowns or in response to changes in commodity prices. The contracts in our backlog are subject to changes in the scope of services to be provided as well as adjustments to the costs relating to the contracts.
Projects can remain in backlog for extended periods of time because of the nature of the project and the timing of the services required by the project. The risk of contracts in backlog being cancelled or suspended generally increases during periods of widespread economic slowdowns or in response to changes in commodity prices.
Because we provide services to municipalities and other public agencies, we are more susceptible to the unique risks associated with government contracts. A substantial amount of our revenue is derived from our work for municipalities and other public agencies.
If a governmental agency terminates a contract due to our default, we could be liable for excess costs incurred by the governmental agency in obtaining services from another source. 29 Table of Content Because we provide services to municipalities and other public agencies, we are more susceptible to the unique risks associated with government contracts.
In addition, for some assignments, the government may attempt to “insource” the services to government employees rather than outsource to a contractor. If a governmental agency terminates a contract due to our default, we could be liable for excess costs incurred by the governmental agency in obtaining services from another source.
In addition, for some assignments, the government may attempt to “insource” the services to government employees rather than outsource to a contractor.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe Audit Committee regularly reviews and discusses with management the strategies, processes, procedures and controls pertaining to the management of our information technology operations, including cyber risks and cybersecurity. Our CIO, who reports directly to the CEO, has significant professional experience including senior technical leadership roles at public companies and m aintains the certified information systems security professional (CISSP) certification.
Biggest changeOur CIO, who reports directly to the CEO, has significant professional experience including senior technical leadership roles at public companies and m aintains the certified information systems security professional (CISSP) 37 Table of Content certification.
However, the sophistication of cyber threats continues to increase, and the preventative actions that we have taken and continue to take to reduce the risk of cyber incidents and protect its systems and information may not 39 Table of Content successfully protect against all cyber incidents.
However, the sophistication of cyber threats continues to increase, and the preventative actions that we have taken and continue to take to reduce the risk of cyber incidents and protect its systems and information may not successfully protect against all cyber incidents.
Added
The Audit Committee regularly reviews and discusses with management the strategies, processes, procedures and controls pertaining to the management of our information technology operations, including cyber risks and cybersecurity.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeWe currently operate out of more than 95 core locations nationally, of which one is a related party transaction with a property owner including members of our management team, and two offices in Mexico. Our lease terms vary ranging from month-to-month to multi-year commitments.
Biggest changeWe currently operate out of more than 135 core locations nationally, of which one is a related party transaction with a property owner including members of our management team, and four offices in Mexico. Our lease terms vary ranging from month-to-month to multi-year commitments.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeMine Safety Disclosures None. 40 Table of Content PART II
Biggest changeMine Safety Disclosures None. 38 Table of Content PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest change(2) On August 15, 2024, the board of directors authorized a $25 million share repurchase program under which the Company may repurchase up to $25 million of our common stock. On November 29, 2024, the board of directors authorized an increase to this repurchase authorization from $25 million to $35 million (collectively referred to as the "2024 Repurchase Authorization").
Biggest change(2) On June 6, 2025, the board of directors authorized a new share repurchase program under which the Company may repurchase up to $25 million of its common stock ("2025 Repurchase Authorization") over a 12-month period beginning on June 9, 2025.
Unregistered Sales of Equity Securities Sales of unregistered securities during the year ended December 31, 2024 were previously disclosed in our Quarterly Reports on Form 10-Q for each of the quarters ended March 31, 2024, June 30, 2024 and September 30, 2024.
Unregistered Sales of Equity Securities Sales of unregistered securities during the year ended December 31, 2025 were previously disclosed in our Quarterly Reports on Form 10-Q for each of the quarters ended March 31, 2025, June 30, 2025 and September 30, 2025.
ASSUMES $100 INVESTED ON MAY 7, 2021 FOR THE YEAR ENDED DECEMBER 31, 2024 2021 2022 2023 2024 Bowman Consulting Group Ltd. 100.00 156.07 253.71 114.19 Russell 2000 Index 100.00 77.53 89.23 126.62 Nasdaq Market Index 100.00 76.11 109.16 184.50 The performance graph above and related text are being furnished solely to accompany this annual report on Form 10-K pursuant to Item 201(e) of Regulation S-K, and are not being filed for purposes of Section 18 of the Exchange Act, 41 Table of Content and are not to be incorporated by reference into any of our filings with the SEC, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
ASSUMES $100 INVESTED ON MAY 7, 2021 FOR THE YEAR ENDED DECEMBER 31, 2025 2021 2022 2023 2024 2025 Bowman Consulting Group Ltd. 100.00 156.07 253.71 114.19 92.96 Russell 2000 Index 100.00 77.53 89.23 126.62 122.44 Nasdaq Market Index 100.00 76.11 109.16 184.50 154.83 The performance graph above and related text are being furnished solely to accompany this annual report on Form 10-K pursuant to Item 201(e) of Regulation S-K, and are not being filed for purposes of Section 18 of the Exchange Act, 39 Table of Content and are not to be incorporated by reference into any of our filings with the SEC, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock is traded on the Nasdaq Global Select Market under the symbol BWMN. There were approximate ly 12 share holders of record at February 28, 2025.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock is traded on the Nasdaq Global Select Market under the symbol BWMN. There were approximate ly 9 share holders of record at February 28, 2026.
The share repurchase program does not obligate Bowman to acquire a specific number of shares of common stock and may be suspended, modified, or discontinued at any time without notice. 42 Table of Content As of December 31, 2024, we have repurchased 958,013 shares of our common stock under the 2024 Repurchase Authorization. Item 6. [RESERVED] 43 Table of Content
The share repurchase program does not obligate Bowman to acquire a specific number of shares of common stock and may be suspended, modified, or discontinued at any time without notice. As of December 31, 2025, we have repurchased 272,885 shares of our common stock under the 2025 Repurchase Authorization. 40 Table of Content Item 6. [RESERVED] 41 Table of Content
The authorization is effective through July 31, 2025. The execution of the repurchase program is expected to be consistent with the Company’s strategic initiatives which prioritize investments in organic and acquisitive growth.
The 2025 Repurchase Authorization replaced the Company's prior share repurchase program, which was scheduled to expire on July 31, 2025. The authorization is effective through June 9, 2026. The execution of the repurchase program is expected to be consistent with the Company’s strategic initiatives which prioritize investments in organic and acquisitive growth.
Issuer Purchases of Equity Securities The following table summarizes the purchases of shares of our common stock made by us during the three months ended December 31, 2024 (in thousands, except share data and average price per share): Period Total Number of Shares Purchased (1) Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (3) 10/1/24 - 10/31/24 224 21.75 179,512 17,146,588 11/1/24 - 11/30/24 - 24.43 114,131 14,358,018 12/1/24 - 12/31/24 320 26.78 100,849 11,656,400 (1) This column reflects shares owned and tendered by employees to satisfy the required withholding taxes related to share-based payment awards, which are not deducted from shares available to be purchased under publicly announced programs.
Issuer Purchases of Equity Securities The following table summarizes the purchases of shares of our common stock made by us during the three months ended December 31, 2025 (in thousands, except share data and average price per share): Period Total Number of Shares Purchased (1) Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (3) 10/1/25 - 10/31/25 - - - 25,000,000 11/1/25 - 11/30/25 - 34.23 250,316 16,431,541 12/1/25 - 12/31/25 27,204 35.24 22,569 15,652,467 (1) This column reflects shares owned and tendered by employees to satisfy the required withholding taxes related to share-based payment awards, which are not deducted from shares available to be purchased under publicly announced programs.
If the request is made with respect to a regularly scheduled quarterly payment of principal, then the accrued interest shall be paid in cash. The offer, sale and issuance of the securities described above were deemed to be exempt from registration under Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving a public offering.
The offer, sale and issuance of the securities described above were deemed to be exempt from registration under Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving a public offering.
Subsequent to September 30, 2024 and through the reporting date of this Annual Report on Form 10-K, we made no sales of the unregistered securities, other than the following: On November 5, 2024, we issued a $2.2 million 5.00% unsubordinated convertible note with a maturity date in November 2028 as partial consideration for the acquisition of Exeltech Consulting, Inc.
Subsequent to September 30, 2025 and through the reporting date of this Annual Report on Form 10-K, we made no sales of the unregistered securities, other than the following: On October 2, 2025, we issued 59,349 shares of common stock at $41.75 per share as partial consideration for our acquisition of ORCaS, Inc.
Removed
(see Note 4 Acquisitions ). The convertible note will be convertible into shares of common stock at the option of the holders, at any time, at a conversion price of $32.32 per share upon proper notice.
Added
On October 2, 2025, we issued 9,496 shares of common stock at $41.75 per share as partial consideration for our acquisition of Sierra Overhead Analytics, Inc. On October 9, 2025, we issued 4,722 shares of common stock at $42.74 per share as partial consideration for our acquisition of Lazen Power Engineering, LLC.
Removed
Subject to the exercise of the conversion, the convertible note will have quarterly payments of principal, interest or both beginning in April 2025 and ending in November 2028.
Removed
At any time, upon ten (10) business days’ notice to the Company, the holders may request that a prepayment of the principal or all or part of a regularly scheduled quarterly payment of the principal be made in the form of common stock of the Company, with the number of shares of common stock equal to the amount of the requested prepayment divided by the stock conversion price.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

96 edited+20 added−8 removed53 unchanged
Biggest changeChanges in gross contract revenue (“GCR”) for the year ended December 31, 2024, disaggregated between our core and emerging end markets, were as follows (in thousands other than percentages): For the Year Ended December 31, Consolidated Gross Contract Revenue 2024 %GCR 2023 %GCR Change % Change Building Infrastructure 3 $ 219,596 51.4 % $ 194,867 56.3 % $ 24,729 12.7 % Transportation 87,746 20.6 % 72,829 21.0 % 14,917 20.5 % Power & Utilities 3 75,026 17.6 % 64,156 18.5 % 10,870 16.9 % Emerging Markets 1 44,196 10.4 % 14,404 4.2 % 29,792 206.8 % Total: $ 426,564 100.0 % $ 346,256 100.0 % $ 80,308 23.2 % Acquired 2 $ 42,454 10.0 % $ 30,497 8.8 % $ 11,957 39.2 % 1 Represents environmental, mining, water resources, imaging and mapping and other. 2 .
Biggest changeChanges in gross contract revenue (“GCR”) for the year ended December 31, 2025, disaggregated between our core end markets, were as follows (in thousands other than percentages): For the Year Ended December 31, Consolidated Gross Contract Revenue 2025 %GCR 2024 %GCR Change % Change Building Infrastructure 1 $ 220,233 44.9 % $ 205,075 48.0 % $ 15,158 7.4 % Transportation 103,709 21.2 % 87,746 20.6 % 15,963 18.2 % Power, Utilities & Energy 1 109,841 22.4 % 89,547 21.0 % 20,294 22.7 % Natural Resources 2 56,234 11.5 % 44,196 10.4 % 12,038 27.2 % Total: $ 490,017 100.0 % $ 426,564 100.0 % $ 63,453 14.9 % Acquired 3 $ 8,737 1.8 % $ 42,454 10.0 % $ (33,717) (79.4) % 1 Includes periodic reclassifications of revenue between categories from prior periods for consistency of presentation.
With the convergence of renewable energy with traditional transmission infrastructure and the continued growth we are projecting in the clean energy transition, we have consolidated renewable energy into the power and utilities category (sometimes referred to herein as the power, utilities and energy market) of our revenue mix and have adjusted historical balances accordingly.
With the convergence of renewable energy with traditional transmission infrastructure and the continued growth we are projecting in the clean energy transition, we have consolidated renewable energy into the power, utilities and energy category (sometimes referred to herein as the power, utilities and energy market) of our revenue mix and have adjusted historical balances accordingly.
In connection with acquisitions, we use a combination of cash, bank financing, seller financing, and equity to satisfy the purchase price. There can be no assurance that any opportunity in the process of being reviewed will close but we expect over time to utilize a meaningful portion our current liquidity and capital resources for acquisitions.
In connection with acquisitions, we use a combination of cash, bank financing, seller financing, and equity to satisfy the purchase price. There can be no assurance that any opportunity in the process of being reviewed will close but we expect over time to utilize a meaningful portion of our current liquidity and capital resources for acquisitions.
Gross revenue less revenue derived from pass-through sub-consultant fees, reimbursable expenses and other direct expenses represents our net service billing, or that portion of our gross revenue attributable to services performed by our employees. Our industry uses the calculation underlying net service billing to normalize peer performance assessments and provide meaningful insight into trends over time.
Gross contract revenue less revenue derived from pass-through sub-consultant fees, reimbursable expenses and other direct expenses represents our net service billing, or that portion of our gross contract revenue attributable to services performed by our employees. Our industry uses the calculation underlying net service billing to normalize peer performance assessments and provide meaningful insight into trends over time.
Based on recent increases in program commitments within the gas pipeline replacement market, we believe trends in power and utilities provide meaningful opportunity for continued growth and we are committed to investing resources accordingly. Our emerging markets consist of mining, water resources, environmental consulting, imaging and mapping and other natural resources services.
Based on recent increases in program commitments within the gas pipeline replacement market, we believe trends in power and utilities provide meaningful opportunity for continued growth and we are committed to investing resources accordingly. Our natural resources ( formerly emerging markets ) consist of mining, water resources, imaging and mapping, environmental consulting, and other natural resources services.
Our strategic focus is on penetrating and expanding our presence in markets which best afford us opportunities to secure assignments that provide reoccurring revenue and multi-year engagements thus resulting in dependable and predictable revenue streams and high employee utilization. We limit our exposure to risk by providing professional and related services exclusively.
Our strategic focus is on penetrating and expanding our presence in markets which best afford us opportunities to secure assignments that provide reoccurring revenue and multi-year engagements thus resulting in dependable and predictable revenue streams with high employee utilization. We limit our exposure to risk by providing professional and related services exclusively.
Estimates of our tax expense include both current and deferred tax expense along with all available tax incentives and credits. Other Financial Data, Non-GAAP Measurements and Key Performance Indicators Backlog We measure the value of our undelivered gross revenue in real time to calculate our backlog and predict future revenue.
Estimates of our tax expense include both current and deferred tax expense along with all available tax incentives and credits. Other Financial Data, Non-GAAP Measurements and Key Performance Indicators Backlog We measure the value of our undelivered gross contract revenue in real time to calculate our backlog and predict future revenue.
The additional increase in gross contract revenue from the power and utilities market is principally attributable to acquisitions and increased revenue associated with the expansion of a multi-year utility undergrounding assignment in Florida, along with additional increases derived from gas pipeline and electric transmission projects nationally.
The additional increase in gross contract revenue from the power and utilities market is principally attributable to acquisitions and increased revenue associated with the expansion of a multi-year utility undergrounding assignment in Florida, and to increases derived from gas pipeline and electric transmission projects nationally.
We do not engage in general contracting activities either directly, or through joint ventures, and therefore have no related exposure. We are not a partner in any design-build construction projects. We carry no heavy equipment inventory, and our risk of contract loss is generally limited to time associated with fixed fee professional services assignments.
We do not engage in general contracting activities either directly, or through joint ventures, and therefore have no related exposure. We are likewise not a financial partner in any design-build construction projects. We carry no heavy equipment inventory, and our risk of contract loss is generally limited to time associated with fixed fee professional services assignments.
Our financial statements present results as a single operating segment. 44 Table of Content Components of Income and Expense Revenue We generate revenue from services performed by our employees, pass-through fees from sub-consultants, and reimbursable contract costs. On our consolidated financial statements, we report gross revenue, which represents total revenue billed to customers excluding taxes collected from customers.
Our financial statements present results as a single operating segment. 42 Table of Content Components of Income and Expense Revenue We generate revenue from services performed by our employees, pass-through fees from sub-consultants, and reimbursable contract costs. On our consolidated financial statements, we report gross contract revenue, which represents total revenue billed to customers excluding taxes collected from customers.
Lump sum contracts , also referred to as fixed fee, typically require the performance of some, or all, of the obligations under the contract for a specified amount, subject to price adjustments only if the scope of the project changes or unforeseen requirements arise. Our fixed fee contracts generally include a specific scope of work and defined deliverables.
Lump sum , referred to interchangeably as fixed fee, typically require the performance of some, or all, of the obligations under the contract for a specified amount, subject to price adjustments only if the scope of the project changes or unforeseen requirements arise. Our fixed fee contracts generally include a specific scope of work and defined deliverables.
We performed our annual impairment analysis for the years ended December 31, 2024 and 2023 and did not identify any indicators of impairment. Income Tax We are subject to income taxes in the U.S. in which we operate and record our tax provision for the anticipated tax consequences in our reported results of operations.
We performed our annual impairment analysis for the years ended December 31, 2025 and 2024 and did not identify any indicators of impairment. Income Tax We are subject to income taxes in the U.S. in which we operate and record our tax provision for the anticipated tax consequences in our reported results of operations.
We define Adjusted EBITDA as net income before interest expense, income taxes and depreciation and amortization, plus expenses associated with discontinued operations, legal settlements not related to our general course of 46 Table of Content business professional services, and other costs not in the ordinary course of business, non-cash stock-based compensation (inclusive of expenses associated with the adjustment of our liability for common shares subject to redemption), and other adjustments such as costs associated with raising equity and other forms of capital.
We define Adjusted EBITDA as net income before interest expense, income taxes and depreciation and amortization, plus expenses associated with discontinued operations, legal settlements not related to our general course of business professional services, and other costs not in the ordinary course of business, non-cash stock-based compensation (inclusive of expenses associated with the adjustment of our liability for common shares subject to redemption), and other adjustments such as costs associated with raising equity and other forms of capital.
Gross revenue less revenue derived from pass-through sub-consultant fees and reimbursable expenses represents our net service billing, which is a non-GAAP financial measure, or that portion of our gross contract revenue attributable to services performed by our employees.
Gross contract revenue less revenue derived from pass-through sub-consultant fees, reimbursable expenses and other direct expenses represents our net service billing, which is a non-GAAP financial measure, or that portion of our gross contract revenue attributable to services performed by our employees.
Under the Revolving Credit Facility 2024, we are required to comply with certain covenants, including covenants on indebtedness, investments, liens and restricted payments, as well as to maintain certain financial covenants, including a fixed charge coverage ratio and leverage ratio of debt to EBITDA (as defined in the Revolving Credit Facility 2024).
Under the Revolving Credit Facility, we are required to comply with certain covenants, including covenants on indebtedness, investments, liens and restricted payments, as well as to maintain certain financial covenants, including a fixed charge coverage ratio and leverage ratio of debt to EBITDA as defined in the Credit Agreement.
Other Acquisitions For information on the terms of additional promissory notes issued by the Company in connection with acquisitions during 2024 and 2023 that were not deemed significant acquisitions, see Note 4 – Acquisitions and Note 12 – Notes Payable.
Other Acquisitions For information on the terms of additional promissory notes issued by the Company in connection with acquisitions during 2025 and 2024 that were not deemed significant acquisitions, see Note 4 – Acquisitions and Note 12 – Notes Payable.
Non-cash stock compensation cost for permanent equity is the grant date fair value of the awards, or the Black-Sholes-Merton value of stock options on the grant date, recognized ratably over the vesting periods of each award.
Non-cash stock compensation cost for permanent equity is the grant date fair value of the awards, or the Black-Scholes-Merton value of stock options on the grant date, recognized ratably over the vesting periods of each award.
Off-Balance Sheet Arrangements We have no material off-balance sheet arrangements, no special purpose entities, and no activities that include non-exchange-traded contracts accounted for at fair value. Effects of Inflation Based on our analysis of the periods presented, we believe that inflation has not had a material effect on our operating results.
Off-Balance Sheet Arrangements We have no material off-balance sheet arrangements, no special purpose entities, and no activities that include non-exchange-traded contracts accounted for at fair value. 54 Table of Content Effects of Inflation Based on our analysis of the periods presented, we believe that inflation has not had a material effect on our operating results.
The estimated fair value is based on forward-looking estimates of performance and cash flows of our reporting 47 Table of Content units, which are based on historical operating results, adjusted for current and expected future market conditions, as well as various internal projections and external sources.
The estimated fair value is based on forward-looking estimates of performance and cash flows of our reporting units, which are based on historical operating results, adjusted for current and expected future market conditions, as well as various internal projections and external sources.
Overview Bowman is a professional services firm delivering innovative engineering, technology and program management services to customers who own, develop, and maintain the built environment. We provide planning, engineering, construction management, commissioning, environmental consulting, geospatial imaging, surveying, land procurement and other technical services to over 4,750 customers operating in a diverse set of end markets.
Overview Bowman is a professional services firm delivering innovative engineering, technical consulting and program management services to customers who own, develop, and maintain the built environment. We provide planning, engineering, construction management, commissioning, environmental consulting, geospatial imaging, surveying, land procurement and other advisory services to customers operating in a diverse set of end markets.
Scarcities in water resources and the increasing need for water management gives us confidence that we will be able to increase revenue accordingly. With recent and future acquisitions, we expect to experience continued growth from investment in various emerging market services.
Scarcities in water resources and the increasing need for water management gives us confidence that we will be able to increase revenue accordingly. With recent and future acquisitions, we expect to experience continued growth from investment in various natural resources and imaging services.
Other Expense Other expense increased by $1.1 million to $6.9 million of expense for the year ended December 31, 2024 as compared to $5.8 million of expense for the year ended December 31, 2023. Interest expense increased by $2.6 million. This increase is primarily attributable to increases in finance leases and acquisitions.
Other Expense Other expense increased by $1.6 million to $8.5 million of expense for the year ended December 31, 2025 as compared to $6.9 million of expense for the year ended December 31, 2024. Interest expense increased by $1.3 million. This increase is primarily attributable to increases in finance leases and acquisitions.
Refer to — Other Financial Data, Non-GAAP measurements and Key Performance Indicators below for further discussion of the use of this Non-GAAP financial measure. We generally do not generate profit from the pass-through of sub-consultants and reimbursable expenses.
Refer to — Other Financial Data, Non-GAAP measurements and Key Performance Indicators below for further discussion of the use of this Non-GAAP financial measure. In general, we do not realize profit from the pass-through of sub-consultants and reimbursable expenses.
For the years ended December 31, 2024 and 2023, public sector customers, defined as direct contracts with municipalities, public agencies, or governmental authorities, represented 26.8% and 20.8% of our gross contract revenue,, respectively. A portion of that increase is due to the reclassification of Pike Corporation from the private sector to the public sector.
For the years ended December 31, 2025 and 2024, public sector customers, defined as direct contracts with municipalities, public agencies, or governmental authorities, represented 29.8% and 26.8% of our gross contract revenue, respectively. A portion of that increase is due to the reclassification of Pike Corporation from the private sector to the 49 Table of Content public sector.
For the year ended December 31, 2024 and 2023, direct labor costs represented 27.7% and 27.7% of gross contract revenue, respectively and represented 31.1% and 31.6% of the revenue attributable to our workforce, respectively. Labor costs not charged directly to customer contracts is considered indirect time and is treated as selling, general and administrative expense.
For the year ended December 31, 2025 and 2024, direct labor costs represented 27.1% and 27.7% of gross contract revenue, respectively and represented 30.5% and 31.1% of the revenue attributable to our workforce, respectively. Labor costs not charged directly to customer contracts are considered indirect time and are treated as selling, general and administrative expense.
Adjusted EBITDA Margin, net (non-GAAP) Adjusted EBITDA Margin, net represents Adjusted EBITDA (as defined above) as a percentage of net service billing (as defined above). For the years ended December 31, 2024 and 2023, Adjusted EBITDA Margin, net was 15.7% and 15.5% respectively.
Adjusted EBITDA Margin, net (non-GAAP) Adjusted EBITDA Margin, net represents Adjusted EBITDA (as defined above) as a percentage of net service billing (as defined above). For the years ended December 31, 2025 and 2024, Adjusted EBITDA Margin, net was 16.8% and 15.7% respectively.
The net outflow from changes in operating assets and liabilities was primarily due to a $13.6 million increase in accounts receivable resulting from increased billing to our customers as well as additional billing from the acquired companies, a $0.1 million decrease in prepaid expenses and a $14.6 million net increase in contract assets and liabilities, offset by a $27.7 million increase in accounts payable and accrued expenses, inclusive of a long-term accrual relating to an uncertain tax position with respect to the capitalization of research and development expenses.
The net outflow from changes in operating assets and liabilities was primarily due to a $23.1 million increase in accounts receivable resulting from increased billing to our customers as well as additional billing from the acquired companies, a $33.7 million decrease in accounts payable and accrued expenses and a $8.1 million net increase in contract assets and liabilities, offset by a $3.2 million decrease in prepaid expenses, inclusive of a long-term accrual relating to an uncertain tax position with respect to the capitalization of research and development expenses.
At December 31, 2024, we were in compliance with all covenants. We utilize master lease facilities primarily with Honour Capital LLC (“Honour”) and Enterprise Leasing (“Enterprise”). The Honour Capital lease facility finances our acquisition of IT infrastructure, geospatial and survey equipment, furniture and other long-lived assets. The Enterprise lease facility finances the acquisition of field trucks and other service vehicles.
As of December 31, 2025, we were in compliance with all covenants. We utilize master lease facilities primarily with Honour Capital LLC (“Honour”) and Enterprise Leasing (“Enterprise”). The Honour Capital lease facility finances our acquisition of IT infrastructure, geospatial and survey equipment, furniture and other long-lived assets.
Within the building infrastructure market, 36.0% of gross contract revenue was derived from residential assignments including single family, multi-family and mixed-use housing stock, 45.0% from commercial assignments including retail, hospitality and quick-serve restaurants (QSR), office and industrial, data centers and healthcare, and 19.0% from municipal assignments.
Within the building infrastructure market, 39.2% of gross contract revenue was derived from residential assignments including single family, multi-family and mixed-use housing stock, 42.8% from commercial assignments including retail, hospitality and quick-serve restaurants (QSR), office and industrial, data centers and healthcare, and 18.0% from municipal assignments.
Other direct payroll costs, the component of total direct payroll costs associated with fringe and incentive compensation (cash and non-cash) increased by $6.9 million or 21.6% to $38.8 million for the year ended December 31, 2024 as compared to $31.9 million for the year ended December 31, 2023.
Other direct payroll costs, the component of total direct payroll costs associated with fringe and incentive compensation (cash and non-cash) increased by $1.6 million or 4.1% to $40.4 million for the year ended December 31, 2025 as compared to $38.8 million for the year ended December 31, 2024.
Non-cash stock compensation associated with indirect labor hours, those not charged to customer contracts, decreased ($0.1) million or (0.6%) to $17.5 million for the year ended December 31, 2024, as compared to $17.6 million for the year ended December 31, 2023.
Non-cash stock compensation associated with indirect labor hours, those not charged to customer contracts, decreased ($4.1) million or (23.4%) to $13.4 million for the year ended December 31, 2025, as compared to $17.5 million for the year ended December 31, 2024.
We do not limit our consideration to traditional bank financing, but rather include other structured debt and equity as option for additional capital. For more information about our credit facilities, see Note 11 – Revolving Credit Facility and Fixed Credit Facility .
We regularly evaluate our options with respect to capital and our requirements for operations and growth. We do not limit our consideration to traditional bank financing, but rather include other structured debt and equity as option for additional capital. For more information about our credit facilities, see Note 11 – Revolving Credit Facility and Fixed Credit Facility .
Total direct payroll accounted for 77.0% of total contract costs for the year ended December 31, 2024, an increase of 1.8 percentage points as compared to 75.2% for the year ended December 31, 2023.
Total direct payroll accounted for 75.8% of total contract costs for the year ended December 31, 2025, a decrease of 1.2 percentage points as compared to 77.0% for the year ended December 31, 2024.
During the year ended December 31, 2023, net cash provided by operating activities was $11.7 million, which primarily consisted of ($6.6) million net loss, adjusted for stock-based compensation expense of $24.7 million and depreciation and amortization expense of $18.7 million, offset by an increase in deferred taxes relating to the capitalization of research and development costs of $25.5 million, and an increase in a net cash outflow of $0.3 million from changes in operating assets and liabilities.
During the year ended December 31, 2024, net cash provided by operating activities was $24.3 million, which primarily consisted of $3.0 million net income, adjusted for stock-based compensation expense of $25.7 million and depreciation and amortization expense of $28.4 million, offset by an increase in deferred taxes relating to the capitalization of research and development costs of $20.0 million, and an increase in a net cash inflow of $14.5 million from changes in operating assets and liabilities.
Credit Facilities and Other Financing As of December 31, 2024, we maintained a $100.0 million revolving credit facility (the “Revolving Credit Facility 2024”) pursuant to a credit agreement with lenders, Bank of America N.A., as Administrative Agent, the Swingline Lender and L/C Issuer, and TD Bank, N.A. as syndication agent.
Credit Facilities and Other Financing As of December 31, 2025, we maintained a $210.0 million revolving credit facility (the “Revolving Credit Facility”) pursuant to a Credit Agreement, as amended, with lenders, Bank of America N.A., as Administrative Agent, the Swingline Lender and L/C Issuer, TD Bank, N.A. and PNC Bank.
Direct labor, the component of total direct payroll costs associated with the cost of labor relating to work performed on contracts (often referred to within our industry as utilization) increased $22.0 million or 22.9% to $118.0 million for the year ended December 31, 2024 as compared $96.0 million for the year ended December 31, 2023.
Direct labor, the component of total direct payroll costs associated with the cost of labor relating to work performed on contracts (often referred to within our industry as utilization) increased $14.8 million or 12.5% to $132.8 million for the year ended December 31, 2025 as compared $118.0 million for the year ended December 31, 2024.
Our actual effective tax rate and income tax expense could vary from estimated amounts due to the future impacts of various items, including changes in income tax laws, tax planning and our forecasted financial condition, and results of operations in future periods. Although we believe current estimates are reasonable, actual results could differ from these estimates.
Our actual effective tax rate and income tax expense could vary from estimated amounts due to the future impacts of various items, including changes in income tax laws, tax planning and our forecasted financial condition, and results of operations in future periods.
Within residential, 53.3% of gross contract revenue was derived from for-sale homebuilding assignments, 40.4% from residential multi-family and 6.3% from mixed use projects. While the homebuilding market shows signs of rebounding from prior year interest rate impacts, for-sale residential services represented just 9.9% of our total gross contract revenue for year ended December 31, 2024.
Within residential, 49.1% of gross contract revenue was derived from for-sale homebuilding assignments, 44.1% from residential multi-family and 6.8% from mixed use projects. While the homebuilding market shows signs of rebounding from prior year interest rate impacts, for-sale residential services represented just 8.6% of our total gross contract revenue for year ended December 31, 2025.
Gross contract revenue for the years ended December 31, 2024, and 2023 was $426.6 million and $346.3 million, respectively. Gross contract revenue derived from our workforce (see Net service billing – non-GAAP below) represented 89.0% and 87.8% of gross contract revenue for the years ended December 31, 2024 and 2023, respectively.
Gross contract revenue for the years ended December 31, 2025, and 2024 was $490.0 million and $426.6 million, respectively. Gross contract revenue derived from our workforce (see Net service billing – non-GAAP below) represented 88.7% and 89.0% of gross contract revenue for the years ended December 31, 2025 and 2024, respectively.
Gains on the sale of certain IT equipment and automobiles increased $0.1 million or 25.0% to $0.5 million for the year ended December 31, 2024, as compared to $0.4 million for the year ended December 31, 2023. 51 Table of Content (Loss) Income from Operations Loss from operations increased $1.3 million to ($2.0) million for the year ended December 31, 2024 as compared to ($0.7) million for the year ended December 31, 2023.
Gains on the sale of certain IT equipment and automobiles increased $0.4 million or 80.0% to $0.9 million for the year ended December 31, 2025, as compared to $0.5 million for the year ended December 31, 2024. 50 Table of Content Income (Loss) from Operations Income from operations increased $21.7 million to $19.7 million for the year ended December 31, 2025 as compared to ($2.0) million loss for the year ended December 31, 2024.
General overhead increased $15.1 million or 29.6% to $66.1 million for the year ended December 31, 2024, as compared to $51.0 million for the year ended December 31, 2023, due to increased costs associated with operating as a public company, geographic expansion, and the overall growth of the company.
General overhead increased $10.4 million or 15.7% to $76.5 million for the year ended December 31, 2025, as compared to $66.1 million for the year ended December 31, 2024, due to increased costs associated with operating as a public company, geographic expansion, and the overall growth of the company.
Our net income (loss) for the years ended December 31, 2024, and 2023 was $3.0 million and ($6.6) million, respectively. Our Adjusted EBITDA (see Adjusted EBITDA - non-GAAP below) was $59.5 million on net income of $3.0 million and $47.0 million on net loss of $6.6 million for the years ended December 31, 2024, and 2023, respectively.
Our net income for the years ended December 31, 2025, and 2024 was $12.8 million and $3.0 million, respectively. Our Adjusted EBITDA (see Adjusted EBITDA - non-GAAP below) was $72.9 million on net income of $12.8 million and $59.5 million on net income of $3.0 million for the years ended December 31, 2025, and 2024, respectively.
Cash Flows The following table summarizes our cash flows for the periods presented: For The Year Ended December 31, Consolidated Statement of Cash Flows (amounts in thousands) 2024 2023 Net cash provided by operating activities $ 24,301 $ 11,722 Net cash used in investing activities (27,466) (27,156) Net cash (used) provided by financing activities (10,824) 22,839 Change in cash and cash equivalents (13,989) 7,405 Cash and cash equivalents, end of period 6,698 20,687 Operating Activities During the year ended December 31, 2024, net cash provided by operating activities was $24.3 million, which primarily consisted of $3.0 million net income, adjusted for stock-based compensation expense of $25.7 million and depreciation and amortization expense of $28.4 million, offset by an increase in deferred taxes relating to the capitalization of research and development costs of $20.0 million, and an increase in a net cash inflow of $14.5 million from changes in operating assets and liabilities.
Cash Flows The following table summarizes our cash flows for the periods presented: For The Year Ended December 31, Consolidated Statement of Cash Flows (amounts in thousands) 2025 2024 Net cash provided by operating activities $ 35,827 $ 24,301 Net cash used in investing activities (35,760) (27,466) Net cash provided (used) by financing activities 4,301 (10,824) Change in cash and cash equivalents 4,368 (13,989) Cash and cash equivalents, end of period 11,066 6,698 Operating Activities During the year ended December 31, 2025, net cash provided by operating activities was $35.8 million, which primarily consisted of $12.8 million net income, adjusted for stock-based compensation expense of $18.8 million and depreciation and amortization expense of $27.6 million, offset by an increase in deferred taxes relating to the capitalization of research and development costs of $36.5 million, and an increase in a net cash outflow of $61.6 million from changes in operating assets and liabilities.
Sub-consultants and expenses increased $4.6 million or 10.9% to $46.9 million for the year ended December 31, 2024, as compared to $42.3 million for the year ended December 31, 2023. For the years ended December 31, 2024 and 2023, sub-consultant and expenses represented 11.0% and 12.2% of gross contract revenue, respectively.
Sub-consultants and expenses increased $8.3 million or 17.7% to $55.2 million for the year ended December 31, 2025, as compared to $46.9 million for the year ended December 31, 2024. For the years ended December 31, 2025 and 2024, sub-consultant and expenses represented 11.3% and 11.0% of gross contract revenue, respectively.
Cash on hand includes the cash we keep in short-term investment accounts along with deposits and payments in transit in our 53 Table of Content operating sweep account. Our cash on hand decreased by $14.0 million at December 31, 2024 as compared to December 31, 2023.
Cash on hand includes the cash we keep in short-term investment accounts along with deposits and payments in transit in our operating sweep account. Our cash on hand increased by $4.4 million at December 31, 2025 as compared to December 31, 2024.
Gross contract revenue within our emerging markets was 43.7% from imaging and mapping, 19.9% from mining activities where we have specialized in copper mining, 26.3% from water resources activities, and 10.1% from environmental and other natural resources consulting.
Gross contract revenue within our natural resources and imaging was 48.3% from imaging and mapping activities, 15.7% from mining activities where we have specialized in copper mining, 26.4% from water resources activities, and 9.6% from environmental and other natural resources consulting.
For the year ended December 31, 2024, gross contract revenue attributable to work performed by our workforce increased $75.7 million, or 24.9% to $379.7 million or 89.0% of gross contract revenue as compared to $304.0 million or 87.8% for year ended December 31, 2023 (see Net service billing – non-GAAP).
For the year ended December 31, 2025, gross contract revenue attributable to work performed by our workforce increased $55.1 million, or 14.5% to $434.8 million or 88.7% of gross contract revenue as compared to $379.7 million or 89.0% for year ended December 31, 2024 (see Net service billing – non-GAAP).
Total contract costs include both direct payroll costs, and sub-consultants and other expenses. Total direct payroll costs increased $28.9 million or 22.6% to $156.9 million for the year ended December 31, 2024, as compared to $128.0 million for the year ended December 31, 2023 due to increased staffing resulting from acquisitions and organic growth.
Total contract costs include both direct payroll costs, and sub-consultants and other expenses. Total direct payroll costs increased $16.3 million or 10.4% to $173.2 million for the year ended December 31, 2025, as compared to $156.9 million for the year ended December 31, 2024 due to increased staffing resulting from acquisitions and organic growth.
For the years ended December 31, 2024 and 2023, total contract costs represented 47.8% and 49.1% of total contract revenue, respectively. For the years ended December 31, 2024 and 2023 total contract costs represented 53.7% and 56.0% of revenue attributable to our workforce, respectively (see Net Service Revenue).
For the years ended December 31, 2025 and 2024, total contract costs represented 46.6% and 47.8% of total contract revenue, respectively. For the years ended December 31, 2025 and 2024 total contract costs represented 52.6% and 53.7% of revenue attributable to our workforce, respectively (see Net Service Billing).
This change was within our expected range of 85% to 90% of gross contract revenue, and varies depending on contract mix. 52 Table of Content Adjusted EBITDA (non-GAAP) Adjusted EBITDA increased $12.5 million or 26.6% to $59.5 million for the year ended December 31, 2024 as compared to $47.0 million for the year ended December 31, 2023.
This change was within our expected range of 85% to 90% of gross contract revenue, and varies depending on contract mix. 51 Table of Content Adjusted EBITDA (non-GAAP) Adjusted EBITDA increased $13.3 million or 22.4% to $72.9 million for the year ended December 31, 2025 as compared to $59.5 million for the year ended December 31, 2024.
Our effective tax rate for the year ended December 31, 2024 was 133.91%. Income (Loss) Before Tax Expense and Net Income Loss before tax expense increased by $2.5 million or 39.1% to $8.9 million loss for the year ended December 31, 2024, as compared to a $6.4 million loss for the year ended December 31, 2023.
Our effective tax rate for the year ended December 31, 2025 was (15.1)%. Income (Loss) Before Tax Expense and Net Income Income before tax expense increased by $20.1 million or 225.8% to $11.2 million income for the year ended December 31, 2025, as compared to a ($8.9) million loss for the year ended December 31, 2024.
Our principal uses of cash are operating expenses, working capital requirements, capital expenditures, repayment of debt, acquisitions, and acquisition related payments. On December 31, 2024, we maintained a $100.0 million Revolving Credit Facility with Bank of America, our primary lender. See - "Credit Facilities and Other Financing" below for more information on our Revolving Credit Facility.
Our principal uses of cash are operating expenses, working capital requirements, capital expenditures, repayment of debt, acquisitions, and acquisition related payments. On December 31, 2025, we maintained a $210.0 million Revolving Credit Facility with Bank of America, our syndicate administrator and primary lender.
The net inflow from changes in operating assets and liabilities was primarily due to a $9.3 million increase in accounts receivable resulting from increased billing to our customers as well as additional billing from the acquired companies, a $5.7 million increase in prepaid expenses and a $7.1 million net increase in contract assets and liabilities, offset by a $7.6 million increase in accounts payable and accrued expenses, inclusive of a long-term accrual relating to an uncertain tax position with respect to the capitalization of research and development expenses.
The net inflow from changes in operating assets and liabilities was primarily due to a $9.3 million increase in accounts receivable resulting from increased billing to our customers as well as additional billing from the acquired companies, a $5.7 million increase in prepaid expenses and a $7.1 million net increase in contract assets and liabilities, offset by a $7.6 million increase in accounts payable and accrued expenses, inclusive of a long-term accrual relating to an uncertain tax position with respect to the capitalization of research and development expenses. 53 Table of Content Investing Activities Net cash used in investing activities was $35.8 million for the year ended December 31, 2025, $35.2 million was related to acquisitions that occurred in 2025 and $2.4 million was for purchases of property and equipment.
This was primarily due to net borrowing of $8.3 million from our Revolving Credit Facility, $11.1 million of payments for the purchase of treasury stock, $23.3 million for repurchase of common stock, $9.0 million of payments on finance leases and $16.6 million of payments on notes payable and our fixed lines of credit, offset by $47.2 million of proceeds from a common share offering.
This was primarily due to net borrowing of $58.3 million from our Revolving Credit Facility, offset by $5.2 million of payments for the purchase of treasury stock, $18.8 million for repurchase of common stock, $12.8 million of payments on finance leases and $17.6 million of payments on notes payable and our fixed lines of credit.
Income Tax (Expense) Benefit Income tax benefit for the year ended December 31, 2024 increased $12.2 million or 6,100% to $12.0 million benefit, as compared to ($0.2) million income tax expense for the year ended December 31, 2023. As an accrual basis taxpayer, this affects the timing of the payment of tax but not the expense of tax.
Income Tax (Benefit) Expense Income tax benefit for the year ended December 31, 2025 decreased ($10.3) million or (85.8%) to $1.7 million benefit, as compared to $12.0 million income tax benefit for the year ended December 31, 2024. As an accrual basis taxpayer, this affects the timing of the payment of tax but not the tax expense.
Backlog (other key performance metrics) Our backlog increased $93 million or 30.5% to approximately $399 million during the year ended December 31, 2024, as compared to $306 million at December 31, 2023.
Backlog (other key performance metrics) Our backlog increased $80 million or 20.1% to approximately $479 million during the year ended December 31, 2025, as compared to $399 million at December 31, 2024.
Other financial information and non-GAAP key performance indicators Net service billing (non-GAAP) Net service billing increased $75.7 million or 24.9% to $379.7 million for the year ended December 31, 2024, as compared to $304.0 million for the year ended December 31, 2023.
Other financial information and non-GAAP key performance indicators Net service billing (non-GAAP) Net service billing increased $55.1 million or 14.5% to $434.8 million for the year ended December 31, 2025, as compared to $379.7 million for the year ended December 31, 2024.
Direct payroll costs include allocated fringe costs (i.e. health benefits, employer payroll taxes, and retirement plan contributions), paid leave and incentive compensation. Sub-consultants and direct expenses include both sub-consultants and other outside costs associated with performance under our contracts. Sub-consultant and direct costs are generally reimbursable by our customers with little or no mark-up under the terms of our contracts.
Direct payroll costs include allocated fringe costs (i.e. health benefits, employer payroll taxes, and retirement plan contributions), paid leave and incentive compensation. 43 Table of Content Sub-consultants and direct expenses include both sub-consultants and other outside costs associated with performance under our contracts.
For the year ended December 31, 2024, revenue from power and utilities increased $10.9 million or 16.9% as compared to the year ended December 31, 2023.
For the year ended December 31, 2025, revenue from power and utilities increased $20.3 million or 22.7% as compared to the year ended December 31, 2024.
Operating Expense Total operating expense increased $48.1 million or 27.2% to $224.8 million for the year ended December 31, 2024, as compared to $176.7 million for the year ended December 31, 2023.
Operating Expense Total operating expense increased $17.1 million or 7.6% to $241.9 million for the year ended December 31, 2025, as compared to $224.8 million for the year ended December 31, 2024.
Net income (loss) increased by $9.6 million or 145.5% to $3.0 million of income for the year ended December 31, 2024, as compared to ($6.6) million of loss for the year ended December 31, 2023.
Net income increased by $9.8 million or 326.7% to $12.8 million of income for the year ended December 31, 2025, as compared to $3.0 million of income for the year ended December 31, 2024.
Contract Costs Contract costs consists of direct payroll costs, sub-consultant costs and other direct expenses exclusive of depreciation and amortization. Direct payroll costs represent the portion of salaries and wages incurred in connection with the production of deliverables under customer assignments and contracts.
We do not recognize revenue from work that is performed at risk with no documented customer commitment. Contract Costs Contract costs consists of direct payroll costs, sub-consultant costs and other direct expenses exclusive of depreciation and amortization. Direct payroll costs represent the portion of salaries and wages incurred in connection with the production of deliverables under customer assignments and contracts.
Methods of Evaluation We use a variety of financial and other information in monitoring the financial condition and operating performance of our business.
See “Other Financial Information and Non-GAAP Measurements and Key Performance Indicators” below for additional information. Methods of Evaluation We use a variety of financial and other information in monitoring the financial condition and operating performance of our business.
ASC 740 prescribes a comprehensive model for how a company should recognize, measure, present and disclose in its financial statements uncertain tax positions that a company has taken or expects to take on a tax return.
Although we believe current estimates are reasonable, actual results could differ from these estimates. 46 Table of Content ASC 740 prescribes a comprehensive model for how a company should recognize, measure, present and disclose in its financial statements uncertain tax positions that a company has taken or expects to take on a tax return.
These contracts may have not-to-exceed parameters requiring us to receive additional authorizations from our customer to continue working, but we likewise do not have to continue working without assurances of payment for such additional work.
For hourly contracts, we negotiate billing rates and charge our customers based upon the actual hours expended toward a deliverable. These contracts may have not-to-exceed parameters requiring us to receive additional authorizations from our customer to continue working, but we likewise do not have to continue working without assurances of payment for such additional work.
As such, contract profitability is most heavily impacted by the mix of labor utilized to complete the tasks and the efficiency of those resources in completing the tasks. Our largest direct contract cost is consistently our labor. To grow our revenue and maximize overall profitability we carefully monitor and manage our fixed cost of labor and the utilization thereof.
As such, contract profitability is most heavily impacted by the mix of labor and assets utilized to complete the tasks and the efficiency of those resources in completing the assignments. Our largest and most consistent direct contract cost is our labor.
Indirect labor increased $19.2 million or 27.0% to $90.3 million for the year ended December 31, 2024, as compared to $71.1 million for the year ended December 31, 2023, as a result of increased staffing to accommodate growth.
Indirect labor increased $8.4 million or 9.3% to $98.7 million for the year ended December 31, 2025, as compared to $90.3 million for the year ended December 31, 2024, as a result of increased staffing to accommodate growth.
Selling, general and administrative expenses increased $39.1 million or 24.7% to $197.5 million for the year ended December 31, 2024, as compared to $158.4 million for the year ended December 31, 2023.
Selling, general and administrative expenses increased $17.6 million or 8.9% to $215.1 million for the year ended December 31, 2025, as compared to $197.5 million for the year ended December 31, 2024.
For the year ended December 31, 2024, revenue from emerging markets increased $29.8 million or 206.8% as compared to the year ended December 31, 2023. This increase is primarily due to the acquisition of Surdex Corporation; see Note 4 - Acquisitions for additional information.
Adjusted for the change, for the twelve months ended December 31, 2025, revenue from natural resources and imaging markets increased $12.0 million or 27.2% as compared to the year ended December 31, 2024. This increase is primarily due to the acquisition of Surdex Corporation; see Note 4 - Acquisitions for additional information.
Net service billing reconciles to gross contract revenue as follows (in thousands): For The Year Ended December 31, 2024 2023 Gross revenue $ 426,564 $ 346,256 Less: sub-consultants and other direct expenses 46,895 42,262 Net services billing $ 379,669 $ 303,994 Net service billing increased by 1.2 percentage points to 89.0% of gross contract revenue for the year ended December 31, 2024, as compared to 87.8% for the year ended December 31, 2023.
Net service billing reconciles to gross contract revenue as follows (in thousands): For The Year Ended December 31, 2025 2024 Gross contract revenue $ 490,017 $ 426,564 Less: sub-consultants, reimbursable expenses and other direct expenses 55,234 46,895 Net service billing $ 434,783 $ 379,669 Net service billing decreased by (0.3) percentage points to 88.7% of gross contract revenue for the year ended December 31, 2025, as compared to 89.0% for the year ended December 31, 2024.
Goodwill and Intangible Assets The purchase price of an acquired business is allocated to the tangible assets and separately identifiable intangible assets acquired, less liabilities assumed, based upon their respective fair values with any excess purchase price over such fair values being recorded as goodwill.
We apply changes to projected revenue from contingent fee awards or penalties during the period in which we determine such contingencies to be probable. 45 Table of Content Goodwill and Intangible Assets The purchase price of an acquired business is allocated to the tangible assets and separately identifiable intangible assets acquired, less liabilities assumed, based upon their respective fair values with any excess purchase price over such fair values being recorded as goodwill.
Recognizing revenue from lump sum assignments requires management estimates of both total contract value when there are contingent compensation elements of the fee arrangement and expected cost at completion. We closely monitor our progress to completion and adjust our estimates when necessary. We do not recognize revenue from work that is performed at risk with no documented customer commitment.
This difference reflects the presence of both hourly and lump sum assignments within individual contracts. Recognizing revenue from lump sum assignments requires management estimates of both total contract value when there are variable elements of the fee arrangement and expected cost at completion. We closely monitor our progress to completion and adjust our estimates when necessary.
Year ended December 31, 2024 as compared to the year ended December 31, 2023 Gross Contract Revenue Gross contract revenue for the year ended December 31, 2024 increased $80.3 million or 23.2% to $426.6 million as compared to $346.3 million for the year ended December 31, 2023.
Year ended December 31, 2025 as compared to the year ended December 31, 2024 Gross Contract Revenue Gross contract revenue for the year ended December 31, 2025 increased $63.4 million or 14.9% to $490.0 million as compared to $426.6 million for the year ended December 31, 2024.
We are continuing to monitor the implications resulting from the potential enactment of Pillar Two rules in the jurisdictions where we operate, and do not currently anticipate a material impact. 48 Table of Content Results of Operations Consolidated results of operations The following represents our consolidated results of operations for periods indicated (in thousands): For The Year Ended December 31, 2024 2023 Gross contract revenue $ 426,564 $ 346,256 Contract costs (exclusive of depreciation and amortization) 203,761 170,223 Operating expense 224,803 176,689 (Loss) Income from operations (2,000) (656) Other expense 6,946 5,791 Income tax (benefit) expense (11,980) 177 Net income (loss) $ 3,034 $ (6,624) Net margin 0.7 % (1.9) % Other financial information 1 Net service billing $ 379,669 $ 303,994 Adjusted EBITDA 59,520 47,031 Adjusted EBITDA margin, net 15.7 % 15.5 % 1 Represents non-GAAP financial measures.
Based on legislation enacted as of December 31, 2025, and our current operating profile, we do not currently anticipate a material impact. 47 Table of Content Results of Operations Consolidated results of operations The following represents our consolidated results of operations for periods indicated (in thousands): For The Year Ended December 31, 2025 2024 Gross contract revenue $ 490,017 $ 426,564 Contract costs (exclusive of depreciation and amortization) 228,476 203,761 Operating expense 241,881 224,803 Income (loss) from operations 19,660 (2,000) Other expense 8,502 6,946 Income tax (benefit) (1,691) (11,980) Net income $ 12,849 $ 3,034 Net margin 2.6 % 0.7 % Other financial information 1 Net service billing $ 434,783 $ 379,669 Adjusted EBITDA 72,859 59,520 Adjusted EBITDA margin, net 16.8 % 15.7 % 1 Represents non-GAAP financial measures.
Of the $80.3 million increase in gross contract revenue during the year ended December 31, 2024, acquisitions completed in 2024 represented $42.5 million or 52.9% of the increase.
Of the $63.4 million increase in gross contract revenue during the year ended December 31, 2025, acquisitions completed in 2025 represented $8.7 million or 13.8% of the increase.
Within the power and utilities market, 75.4% of our gross contract revenue was derived from customers operating traditional power operations and 24.6% was derived from customers focused on renewables, EV infrastructure and energy transition operations.
Within the power and utilities market, 62.4% of our gross contract revenue was derived from customers operating traditional transmission operations, 19.4% was derived from customers focused on alternative energy operations, with the remaining 18.2% derived from data center customers.
Within commercial, 36.6% of revenue was derived from office and industrial assignments, 40.0% from retail, hospitality, and quick serve restaurants, 15.1% from data centers, 8.3% from healthcare.
Within commercial, 45.7% of revenue was derived from office and industrial assignments, 49.2% from retail, hospitality, and quick serve restaurants and 5.1% from healthcare.
The Organization for Economic Cooperation and Development has released Pillar Two Model Rules, a 15% minimum effective tax rate designed to ensure that large multinational enterprises pay a minimum level of tax on the income arising in each jurisdiction where they operate and mandates sharing of certain company information with taxing authorities on a local and global basis.
The Organization for Economic Cooperation and Development’s Pillar Two Model Rules established a global minimum tax framework designed to ensure that large multinational enterprise groups are subject to a minimum effective tax rate of 15% on income earned in each jurisdiction where they operate.
Adjusted EBITDA reconciles to net income as follows (in thousands): For The Year Ended December 31, 2024 2023 $ Change % Change Net Service Billing $ 379,669 $ 303,994 $ 75,675 24.9 % Net Income (Loss) $ 3,034 $ (6,624) $ 9,658 (145.8 %) + interest expense 7,951 5,340 2,611 48.9 % + depreciation & amortization 27,828 18,723 9,105 48.6 % + tax (benefit) expense (11,980) 177 (12,157) (6868.4 %) EBITDA $ 26,833 $ 17,616 $ 9,217 52.3 % + non-cash stock compensation 25,841 24,984 857 3.4 % + settlements and other non-core expenses 3,000 1,170 1,830 156.4 % + acquisition expenses 3,846 3,261 585 17.9 % Adjusted EBITDA $ 59,520 $ 47,031 $ 12,489 26.6 % Adjusted EBITDA margin, net 15.7 % 15.5 % For the years ended December 31, 2024 and 2023, Adjusted EBITDA includes $25.8 million and $25.0 million, respectively, relating to non-cash stock compensation expenses resulting from the on-going vesting of restricted stock awards.
Adjusted EBITDA reconciles to net income as follows (in thousands): For The Year Ended December 31, 2025 2024 $ Change % Change Net Service Billing $ 434,783 $ 379,669 $ 55,114 14.5 % Net Income $ 12,849 $ 3,034 $ 9,815 323.5 % + interest expense 9,247 7,951 1,296 16.3 % + depreciation & amortization 27,559 27,828 (269) (1.0 %) + tax (benefit) expense (1,691) (11,980) 10,289 (85.9 %) EBITDA $ 47,964 $ 26,833 $ 21,131 78.8 % + non-cash stock compensation 18,810 25,841 (7,031) (27.2 %) + settlements and other non-core expenses 4,905 3,000 1,905 63.5 % + acquisition expenses 1,180 3,846 (2,666) (69.3 %) Adjusted EBITDA $ 72,859 $ 59,520 $ 13,339 22.4 % Adjusted EBITDA margin, net 16.8 % 15.7 % For the years ended December 31, 2025 and 2024, Adjusted EBITDA includes $18.8 million and $25.8 million, respectively, relating to non-cash stock compensation expenses resulting from the on-going vesting of restricted stock awards.
At December 31, 2024, we maintained a fleet of approximately 500 vehicles. All of our leasing facilities allow for both operating and finance leasing. We allocate finance lease payments between amortization and interest. The payment terms on the lease agreements range between 30 and 50 months with payments totaling approximately $0.6 million per month.
The Enterprise lease facility finances the acquisition of field trucks and other service vehicles. At December 31, 2025, we maintained a fleet of approximately 500 vehicles. All of our leasing facilities allow for both operating and finance leasing. We allocate finance lease payments between amortization and interest.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeOur only debt subject to interest rate risk is the Credit Agreement under which rates are tied to 55 Table of Content Term SOFR (Secured Overnight Financing Rate), plus an applicable rate which varies between 6.91% and 8.70% based on our ratio of Funded Debt to EBITDA (as each is defined in the Credit Agreement).
Biggest changeOur only debt subject to interest rate risk is the Credit Agreement under which rates are tied to Term SOFR (Secured Overnight Financing Rate), plus an applicable rate which varies between 6.23% and 7.95% based on our ratio of Funded Debt to EBITDA (as each is defined in the Credit Agreement).
As of December 31, 2024, there was $37.0 million outstanding on the Credit Agreement. A one percentage point change in the assumed interest rate of the Credit Agreement would change our annual interest expense by approximately $0.3 million in 2024. Our finance lease obligations with Honour and Enterprise were $28.3 million as of December 31, 2024.
As of December 31, 2025, there was $95.4 million outstanding on the Credit Agreement. A one percentage point change in the assumed interest rate of the Credit Agreement would change our annual interest expense by approximately $0.3 million in 2025. Our finance lease obligations with Honour and Enterprise were $37.5 million as of December 31, 2025.

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