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Bowman Consulting Group Ltd.

For the period ended Sep 30, 2025. Filed Nov 6, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 6, 2025

BWMN$43.00+0.2%Stored close · as of Nov 5, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-08-07.

0001628280-25-039001

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-09-30; filed 2025-11-06.

0001628280-25-050314

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 172 previous paragraphs and 170 current paragraphs.

112 unchanged; 55 reworded; 3 added; 5 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 10 previous and 10 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (3)

Current report

Nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024

Current report

Other expense decreased by $0.2 million to $5.8 million of expense for the nine months ended September 30, 2025 as compared to $6.0 million for the nine months ended September 30, 2024.

Current report

On October 30, 2025, the Company and certain of its subsidiaries acting as guarantors, entered into a Second Amendment to Credit Agreement. The Second Amendment increases the maximum principal amount of the Revolving Credit Facility from $140.0 million to $210.0 million and expands its banking syndicate to include Bank of America, N.A., TD Bank, N.A., and PNC Bank, National Association. In addition, it amends and restates the covenant in the Credit Agreement which required the Company to add subsidiaries as guarantors by clarifying it application to, and defining, a “Material Subsidiary” (as defined in the Credit Agreement” and allows the Company, so long as no default exists or would result from, to dissolve inactive subsidiaries.
Removed paragraphs (5)

Previous report

Six months ended June 30, 2025 as compared to the six months ended June 30, 2024

Previous report

Other expense decreased by $0.7 million to $3.7 million of expense for the six months ended June 30, 2025 as compared to $4.4 million for the six months ended June 30, 2024. The decrease was primarily driven by $1.5 million in acquisition-related gains, partially offset by a $0.5 million increase in interest expense and a $0.3 million decrease in miscellaneous income.
Reworded paragraphs (55)

Previous wording

Gross contract revenue for the three months ended June 30, 2025 and 2024 was $122.1 million and $104.5 million, respectively, representing year over year growth of 16.8%. Gross contract revenue derived from our workforce represented 88.5% and 90.0% of gross contract revenue for the three months ended June 30, 2025 and 2024, respectively (see Net service billing – non-GAAP below). Our net (loss) income for the three months ended June 30, 2025 and 2024 was $6.0 million and ($2.1) million, respectively. Our Adjusted EBITDA for the three months ended June 30, 2025 and 2024 was $20.2 million on net income of $6.0 million and $13.4 million on net loss of ($2.1) million, respectively.(see Adjusted EBITDA – non-GAAP below).

Current wording

Gross contract revenue for the three months ended September 30, 2025 and 2024 was $126.0 million and $113.9 million, respectively, representing year over year growth of 10.6%. Gross contract revenue derived from our workforce represented 89.0% of gross contract revenue for each of the three months ended September 30, 2025 and 2024, respectively (see Net service billing – non-GAAP below). Our net income for the three months ended September 30, 2025 and 2024 was $6.6 million and $0.8 million, respectively. Our Adjusted EBITDA for the three months ended September 30, 2025 and 2024 was $18.3 million on net income of $6.6 million and $17.0 million on net income of $0.8 million, respectively.(see Adjusted EBITDA – non-GAAP below).

Previous wording

Gross contract revenue for the six months ended June 30, 2025 and 2024 was $235.0 million and $199.4 million, respectively, representing year over year growth of 17.9%. Gross contract revenue derived from our workforce represented 88.6% and 90.1% of gross contract revenue for the six months ended June 30, 2025 and 2024, respectively (see Net service billing – non-GAAP below). Our net (loss) income for the six months ended June 30, 2025 and 2024 was $4.3 million and ($3.6) million, respectively. Our Adjusted EBITDA for the six months ended June 30, 2025 and 2024 was $34.7 million on net income of $4.3 million and $25.5 million on net loss of ($3.6) million, respectively.(see Adjusted EBITDA – non-GAAP below)

Current wording

Gross contract revenue for the nine months ended September 30, 2025 and 2024 was $361.1 million and $313.3 million, respectively, representing year over year growth of 15.3%. Gross contract revenue derived from our workforce represented 88.6% and 89.7% of gross contract revenue for the nine months ended September 30, 2025 and 2024, respectively (see Net service billing – non-GAAP below). Our net income (loss) for the nine months ended September 30, 2025 and 2024 was $10.9 million and ($2.9) million, respectively. Our Adjusted EBITDA for the nine months ended September 30, 2025 and 2024 was $53.0 million on net income of $10.9 million and $42.5 million on net loss of ($2.9) million, respectively.(see Adjusted EBITDA – non-GAAP below)

Previous wording

Subsequent to June 30, 2025, the Company completed an acquisition, and paid total consideration of $2.7 million, subject to adjustments, through a combination of cash, promissory note, convertible note and assumed liabilities. No cash was acquired with this acquisition. Promissory notes bear a simple interest rate of 5.00% with payments of principal and interest beginning September 2025 and ending in June 2028. The convertible note bears a simple interest rate of 5.00% and may be convertible in whole or in part at any time to Bowman common stock and is subject to a six-month lock-up. The purchase agreement includes a contingent consideration provision that affords the sellers the opportunity to earn up to $2.8 million in additional consideration payable in the form of cash, a convertible note, and a promissory note, based on the achievement of certain financial performance thresholds.

Current wording

Subsequent to September 30, 2025, the Company completed three acquisitions, and paid total consideration of $7.4 million, subject to adjustments, through a combination of cash, promissory note, shares of common stock, and assumed liabilities. No cash was acquired with these acquisitions. Promissory notes bear a simple interest rate of 5.00% with payments of principal and interest beginning January 2026 and ending in October 2028. The purchase agreement includes a contingent consideration provision that affords the sellers the opportunity to earn up to $1.8 million in additional consideration payable in the form of a promissory note and shares of common stock, based on the achievement of certain financial performance thresholds.

Previous wording

Our assignments that are lump sum in nature represent approximately 61% and 59% of our gross contract revenue for the three and six months ended June 30, 2025, respectively. For the three and six months ended June 30, 2024, assignments that are lump sum in nature represented approximately 61% and 59% of our gross contract revenue, respectively. 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.

Current wording

Our assignments that are lump sum in nature represent approximately 58% and 59% of our gross contract revenue for the three and nine months ended September 30, 2025, respectively. For the three and nine months ended September 30, 2024, assignments that are lump sum in nature represented approximately 61% and 59% of our gross contract revenue, respectively. 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.

Previous wording

Income tax (benefit) expense, current and deferred, includes estimated federal, state and local tax expense associated with our net income, as apportioned to the states in which we operate. Estimates of our tax expense include both current and deferred tax expense along with all available tax incentives and credits.

Current wording

Income tax benefit, current and deferred, includes estimated federal, state and local tax benefit associated with our net income, as apportioned to the states in which we operate. Estimates of our tax benefit include both current and deferred tax expense along with all available tax incentives and credits.

Previous wording

Gross contract revenue for the three months ended June 30, 2025, increased $17.6 million or 16.8% to $122.1 million as compared to $104.5 million for the three months ended June 30, 2024. For the three months ended June 30, 2025, gross contract revenue attributable to work performed by our workforce increased $14.0 million, or 14.9% to $108.0 million or 88.5% of gross contract revenue as compared to $94.0 million or 90.0% for the three months ended June 30, 2024 (see Net service billing – non-GAAP). Of the $17.6 million increase in gross contract revenue during the three months ended June 30, 2025, acquisitions represented $6.5 million of the increase. To evaluate the Company’s growth, revenue from acquisitions is treated as acquired for a period of four quarters post-closing, after which it is considered organic. For each measurement and comparison period, historical balances of acquired and organic revenue bases are adjusted to reflect revenue accordingly.

Current wording

Gross contract revenue for the three months ended September 30, 2025, increased $12.1 million or 10.6% to $126.0 million as compared to $113.9 million for the three months ended September 30, 2024. For the three months ended September 30, 2025, gross contract revenue attributable to work performed by our workforce increased $10.7 million, or 10.6% to $112.1 million or 89.0% of gross contract revenue as compared to $101.4 million or 89.0% for the three months ended September 30, 2024 (see Net service billing – non-GAAP). Of the $12.1 million increase in gross contract revenue during the three months ended September 30, 2025, acquisitions represented $4.4 million of the increase. To evaluate the Company’s growth, revenue from acquisitions is treated as acquired for a period of four quarters post-closing, after which it is considered organic. For each measurement and comparison period, historical balances of acquired and organic revenue bases are adjusted to reflect revenue accordingly.

Previous wording

1 Includes periodic reclassifications of revenue between categories from prior periods for consistency of presentation. For the three months ended June 30, 2024, $3.5 million of data center revenue was reclassified from Building Infrastructure to Power & Utilities.

Current wording

1 Includes periodic reclassifications of revenue between categories from prior periods for consistency of presentation. For the three months ended September 30, 2024, $3.7 million of data center revenue was reclassified from Building Infrastructure to Power & Utilities.

Previous wording

For the three months ended June 30, 2025, gross contract revenue from the building infrastructure market increased $4.1 million or 7.9% as compared to the three months ended June 30, 2024. Building Infrastructure includes commercial, municipal and residential infrastructure. The increase in building infrastructure revenue was the result of acquisitions. Within the building infrastructure market, 37.1% of gross contract revenue was derived from residential assignments including single family, multi-family and mixed-use housing stock, 45.4% from commercial assignments including retail, hospitality and quick-serve restaurants (QSR), office and industrial, data centers and healthcare, and 17.5% from municipal assignments, including parks and schools. Within residential, 46.8% of gross contract revenue was derived from for-sale homebuilding assignments, 46.9% 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 8.0% of our total gross contract revenue for the three months ended June 30, 2025. Within commercial, 44.1% of revenue was derived from office and industrial assignments, 51.5% from retail, hospitality, and quick serve restaurants, and 4.4% from healthcare. We continue to experience strong demand for our building infrastructure services and maintain a positive outlook on this market as we continue to experience strength in markets including quick serve restaurants, industrial distribution facilities, schools, and build-for-rent communities.

Current wording

For the three months ended September 30, 2025, gross contract revenue from the building infrastructure market increased $4.3 million or 8.2% as compared to the three months ended September 30, 2024. Building Infrastructure includes commercial, municipal and residential infrastructure. The increase in building infrastructure revenue was the result of acquisitions. Within the building infrastructure market, 41.3% of gross contract revenue was derived from residential assignments including single family, multi-family and mixed-use housing stock, 42.6% from commercial assignments including retail, hospitality and quick-serve restaurants (QSR), office and industrial, data centers and healthcare, and 16.1% from municipal assignments, including parks and schools. Within residential, 52.6% of gross contract revenue was derived from for-sale homebuilding assignments, 40.7% from residential multi-family and 6.7% from mixed use projects. While the homebuilding market shows signs of rebounding from prior year interest rate impacts, for-sale residential services represented just 9.8% of our total gross contract revenue for the three months ended September 30, 2025. Within commercial, 45.2% of revenue was derived from office and industrial assignments, 49.4% from retail, hospitality, and quick serve restaurants, and 5.4% from healthcare. We continue to experience strong demand for our building infrastructure services and maintain a positive outlook on this market as we continue to experience strength in markets including quick serve restaurants, industrial distribution facilities, schools, and build-for-rent communities.

Previous wording

For the three months ended June 30, 2025, revenue from transportation increased $5.4 million or 28.0% as compared to the three months ended June 30, 2024. The increase was attributable to new contract awards in transportation from roadways, transits, ports and harbors, program administration and others, along with acquired transportation backlog which we were able to deliver to customers. Within transportation, 63.8% of our gross contract revenue was derived from public sector roadway customers, including state and local departments of transportation ("DOTs") and tollway operators; 25.3% from private sector roadway customers; 2.5% from ports & harbors customers; 2.7% from aviation customers; and 5.7% from bus, rail, and transit customers. We expect to continue to increase our transportation revenue and improve the diversification of our revenue. We believe the transportation market continues to present significant opportunity for future growth and we remain committed to investing in leadership, technical expertise, business development and acquisitions for this market.

Current wording

For the three months ended September 30, 2025, revenue from transportation increased $4.4 million or 20.2% as compared to the three months ended September 30, 2024. The increase was attributable to new contract awards in transportation from roadways, transits, ports and harbors, program administration and others, along with acquired transportation backlog which we were able to deliver to customers. Within transportation, 65.4% of our gross contract revenue was derived from public sector roadway customers, including state and local departments of transportation ("DOTs") and tollway operators; 21.0% from private sector roadway customers; 3.8% from ports & harbors customers; 3.2% from aviation customers; and 6.6% from bus, rail, and transit customers. We expect to continue to increase our transportation revenue and improve the diversification of our revenue. We believe the transportation market continues to present significant opportunity for future growth and we remain committed to investing in leadership, technical expertise, business development and acquisitions for this market.

Previous wording

With the convergence of alternative energy, data centers, and traditional transmission infrastructure, and in light of continued growth we are projecting across these areas, we have consolidated alternative energy and data centers into the power and utilities (sometimes referred to herein as the power, utilities and energy market) of our revenue mix and have adjusted historical balances accordingly. For the three months ended June 30, 2025, revenue from power and utilities increased $3.9 million or 17.1% as compared to the three months ended June 30, 2024. 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. Within the power and utilities market, 60.1% of our gross contract revenue was derived from customers operating traditional transmission operations, 23.8% was derived from customers focused on alternative energy operations and 16.1% derived from data center customers. The power and utilities market continues to experience increasing infrastructure investment as changing weather patterns, energy transition mandates and other safety initiatives positively impact demand for the services we provide. 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.

Current wording

With the convergence of alternative energy, data centers, and traditional transmission infrastructure, and in light of continued growth we are projecting across these areas, we have consolidated alternative energy and data centers into the power and utilities (sometimes referred to herein as the power, utilities and energy market) of our revenue mix and have adjusted historical balances accordingly. For the three months ended September 30, 2025, revenue from power and utilities increased $3.9 million or 16.6% as compared to the three months ended September 30, 2024. 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. Within the power and utilities market, 67.0% of our gross contract revenue was derived from customers operating traditional transmission operations, 17.3% was derived from customers focused on alternative energy operations and 15.7% derived from data center customers. The power and utilities market continues to experience increasing infrastructure investment as changing weather patterns, energy transition mandates and other safety initiatives positively impact demand for the services we provide. 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.

Previous wording

Our natural resources and imaging (formerly emerging markets) consist of mining, water resources, imaging and mapping, environmental consulting, and other natural resources services. For the three months ended June 30, 2025, revenue from natural resources and imaging markets increased $4.2 million or 42.0% as compared to the three months ended June 30, 2024. This increase is primarily due to the acquisition of Surdex Corporation; see Note 4 - Acquisitions for additional information. What was previously classified under emerging sectors has now grown to a scale that warrants separate market recognition. As a result, the emerging sector is now being renamed natural resources and imaging. This updated name reflects the evolving composition of the market. Gross contract revenue within our natural resources and imaging was 49.7% from imaging and mapping activities, 16.3% from mining activities where we have specialized in copper mining, 28.1% from water resources activities, and 6.0% from environmental and other natural resources consulting. 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.

Current wording

Our natural resources and imaging (formerly emerging markets) consist of mining, water resources, imaging and mapping, environmental consulting, and other natural resources services. For the three months ended September 30, 2025, revenue from natural resources and imaging markets decreased ($0.5) million or (3.3%) as compared to the three months ended September 30, 2024. What had previously been classified under emerging sectors grew to a scale that warranted separate market recognition. Accordingly, the emerging sector was renamed natural resources and imaging. The updated name reflects the evolved composition of this market. Gross contract revenue within our natural resources and imaging was 48.9% from imaging and mapping activities, 12.6% from mining activities where we have specialized in copper mining, 24.0% from water resources activities, and 14.5% from environmental and other natural resources consulting. 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.

Previous wording

For the three months ended June 30, 2025 and 2024, public sector customers, defined as direct contracts with municipalities, public agencies, or governmental authorities, represented 35.4% and 24.6% of our gross contract revenue, respectively. A portion of that increase is due to the reclassification of contracts for the Pike Corporation from the private sector to the public sector. This does not include work done indirectly on public sector projects. Gross contract revenue from projects for public sector customers are included in the end market most aligned with work performed.

Current wording

For the three months ended September 30, 2025 and 2024, public sector customers, defined as direct contracts with municipalities, public agencies, or governmental authorities, represented 35.6% and 32.3% of our gross contract revenue, respectively. A portion of that increase is due to the reclassification of contracts for the Pike Corporation from the private sector to the public sector. This does not include work done indirectly on public sector projects. Gross contract revenue from projects for public sector customers are included in the end market most aligned with work performed.

Previous wording

Total contract costs, exclusive of depreciation and amortization, increased $6.9 million or 13.9% to $56.5 million for the three months ended June 30, 2025, as compared to $49.6 million for the three months ended June 30, 2024. For the three months ended June 30, 2025 and 2024, total contract costs represented 46.3% and 47.5% of total contract revenue, respectively. For the three months ended June 30, 2025 and 2024 total contract costs represented 52.3% and 52.8% of revenue attributable to our workforce, respectively (see Net Service Billing).

Current wording

Total contract costs, exclusive of depreciation and amortization, increased $4.8 million or 8.8% to $59.1 million for the three months ended September 30, 2025, as compared to $54.3 million for the three months ended September 30, 2024. For the three months ended September 30, 2025 and 2024, total contract costs represented 46.9% and 47.7% of total contract revenue, respectively. For the three months ended September 30, 2025 and 2024 total contract costs represented 52.7% and 53.6% of revenue attributable to our workforce, respectively (see Net Service Billing).

Previous wording

Direct payroll costs increased $3.3 million or 8.4% to $42.4 million for the three months ended June 30, 2025, as compared to $39.1 million for the three months ended June 30, 2024. Direct payroll accounted for 75.0% of total contract costs for the three months ended June 30, 2025, a decrease of 3.8% as compared to 78.8% for the three months ended June 30, 2024.

Current wording

Direct payroll costs increased $3.5 million or 8.4% to $45.2 million for the three months ended September 30, 2025, as compared to $41.7 million for the three months ended September 30, 2024. Direct payroll accounted for 76.5% of total contract costs for the three months ended September 30, 2025, a decrease of 0.3% as compared to 76.8% for the three months ended September 30, 2024.

Previous wording

Direct labor, the component of direct payroll costs associated with the cost of labor relating to work performed on contracts increased $3.7 million or 12.7% to $32.8 million for the three months ended June 30, 2025 as compared to $29.1 million for the three months ended June 30, 2024. The increase in direct labor is primarily due to an increase in staffing to accommodate growth. For the three months ended June 30, 2025 and 2024, direct labor costs represented 26.9% and 27.8% of gross contract revenue, respectively, and represented 30.4% and 31.0% of the revenue attributable to our workforce, respectively.

Current wording

Direct labor, the component of direct payroll costs associated with the cost of labor relating to work performed on contracts increased $3.5 million or 11.2% to $34.7 million for the three months ended September 30, 2025 as compared to $31.2 million for the three months ended September 30, 2024. The increase in direct labor is primarily due to an increase in staffing to accommodate growth. For the three months ended September 30, 2025 and 2024, direct labor costs represented 27.5% and 27.4% of gross contract revenue, respectively, and represented 31.0% and 30.8% of the revenue attributable to our workforce, respectively.

Previous wording

Other direct payroll costs, the component of direct payroll costs associated with fringe and incentive compensation (cash and non-cash) decreased by ($0.5) million or (5.0)% to $9.5 million as compared to $10.0 million.

Current wording

Other direct payroll costs, the component of direct payroll costs associated with fringe and incentive compensation (cash and non-cash) decreased by ($0.1) million or (0.9)% to $10.5 million as compared to $10.6 million.

Previous wording

Sub-consultants and other direct expenses increased $3.6 million or 34.3% to $14.1 million for the three months ended June 30, 2025 as compared to $10.5 million for the three months ended June 30, 2024. For the three months ended June 30, 2025 and 2024, sub-consultant and other direct expenses represented 11.5% and 10.0% of gross contract revenue, respectively.

Current wording

Sub-consultants and other direct expenses increased $1.3 million or 10.3% to $13.9 million for the three months ended September 30, 2025 as compared to $12.6 million for the three months ended September 30, 2024. For the three months ended September 30, 2025 and 2024, sub-consultant and other direct expenses represented 11.0% and 11.1% of gross contract revenue, respectively.

Previous wording

Total operating expense increased $0.4 million or 0.7% to $56.5 million for the three months ended June 30, 2025 as compared to $56.1 million for the three months ended June 30, 2024.

Current wording

Total operating expense increased $2.4 million or 4.1% to $61.6 million for the three months ended September 30, 2025 as compared to $59.2 million for the three months ended September 30, 2024.

Previous wording

Selling, general and administrative expenses increased $0.6 million or 1.2% to $49.8 million for the three months ended June 30, 2025, as compared to $49.2 million for the three months ended June 30, 2024. Indirect labor increased $0.8 million or 3.6% to $22.9 million as compared to $22.1 million due to increase in headcount along with merit increases. General overhead increased $0.9 million or 5.2% to $18.1 million as compared to $17.2 million due to increased costs associated with the overall growth of the Company.

Current wording

Selling, general and administrative expenses increased $3.3 million or 6.4% to $55.2 million for the three months ended September 30, 2025, as compared to $51.9 million for the three months ended September 30, 2024. Indirect labor increased $2.0 million or 8.5% to $25.6 million as compared to $23.6 million due to increase in headcount along with merit increases. General overhead increased $2.1 million or 12.0% to $19.6 million as compared to $17.5 million due to increased costs associated with the overall growth of the Company.

Previous wording

Depreciation and amortization decreased $0.7 million or (9.7)% to $6.5 million for the three months ended June 30, 2025 as compared to $7.2 million for the three months ended June 30, 2024. This decrease is primarily due to a decrease in amortization of intangibles. The net loss (gain) on the sale of certain IT equipment and automobiles increased $0.4 million to $0.2 million of expense for the three months ended June 30, 2025, as compared to ($0.2) million of gain in the three months ended June 30, 2024.

Current wording

Depreciation and amortization decreased $0.5 million or (6.8)% to $6.9 million for the three months ended September 30, 2025 as compared to $7.4 million for the three months ended September 30, 2024. This decrease is primarily due to a decrease in amortization of intangibles. The net gain on the sale of certain IT equipment and automobiles increased $0.3 million to $0.4 million of gain for the three months ended September 30, 2025, as compared to $0.1 million in the three months ended September 30, 2024.

Previous wording

Other expense decreased by $0.4 million to $1.6 million of expense for the three months ended June 30, 2025 as compared to $2.0 million for the three months ended June 30, 2024. The decrease was primarily driven by $1.1 million in acquisition-related gains, partially offset by a $0.5 million increase in interest expense.

Current wording

Other expense increased by $0.4 million to $2.0 million of expense for the three months ended September 30, 2025 as compared to $1.6 million for the three months ended September 30, 2024.

Previous wording

Income tax expense (benefit) for the three months ended June 30, 2025, increased $2.6 million to $1.4 million expense, compared to ($1.2) million benefit for the three months ended June 30, 2024, see Note 2, Income Taxes. Our effective tax rate for the three months ended June 30, 2025, was 18.9% compared to 36.2% for the three months ended June 30, 2024.

Current wording

Income tax benefit for the three months ended September 30, 2025, increased by $1.4 million to $3.3 million, compared to $1.9 million benefit for the three months ended September 30, 2024, see Note 2, Income Taxes. Our effective tax rate for the three months ended September 30, 2025, was (102.1)% compared to 167.7% for the three months ended September 30, 2024.

Previous wording

Income (loss) before tax increased by $10.7 million for the three months ended June 30, 2025, to $7.4 million of income compared to ($3.3) million of loss for the three months ended June 30, 2024. Net income (loss) increased by $8.1 million to $6.0 million of net income for the three months ended June 30, 2025, as compared to ($2.1) million of net loss for the three months ended June 30, 2024.

Current wording

Income (loss) before tax increased by $4.4 million for the three months ended September 30, 2025, to $3.3 million of income compared to ($1.1) million of loss for the three months ended September 30, 2024. Net income increased by $5.8 million to $6.6 million of net income for the three months ended September 30, 2025, as compared to $0.8 million of net income for the three months ended September 30, 2024.

Previous wording

Net service billing increased $14.0 million or 14.9% to $108.0 million for the three months ended June 30, 2025, as compared to $94.0 million for the three months ended June 30, 2024. Net service billing reconciles to gross contract revenue as follows (in thousands):

Current wording

Net service billing increased $10.7 million or 10.6% to $112.1 million for the three months ended September 30, 2025, as compared to $101.4 million for the three months ended September 30, 2024. Net service billing reconciles to gross contract revenue as follows (in thousands):

Previous wording

Adjusted EBITDA increased $6.8 million or 50.6% to $20.2 million for the three months ended June 30, 2025 as compared to $13.4 million for the three months ended June 30, 2024. Adjusted EBITDA reconciles to net income as follows (in thousands):

Current wording

Adjusted EBITDA increased $1.3 million or 7.8% to $18.3 million for the three months ended September 30, 2025 as compared to $17.0 million for the three months ended September 30, 2024. Adjusted EBITDA reconciles to net income as follows (in thousands):

Previous wording

For the three months ended June 30, 2025 and 2024, Adjusted EBITDA includes add backs of $3.1 million and $6.1 million, respectively, relating to non-cash stock compensation expenses from restricted stock awards.

Current wording

For the three months ended September 30, 2025 and 2024, Adjusted EBITDA includes add backs of $4.5 million and $6.4 million, respectively, relating to non-cash stock compensation expenses from restricted stock awards.

Previous wording

Adjusted EBITDA Margin, net represents Adjusted EBITDA (as defined above) as a percentage of net service billing (as defined above). For the three months ended June 30, 2025 and 2024, Adjusted EBITDA Margin, net was 18.7% and 14.3% respectively.

Current wording

Adjusted EBITDA Margin, net represents Adjusted EBITDA (as defined above) as a percentage of net service billing (as defined above). For the three months ended September 30, 2025 and 2024, Adjusted EBITDA Margin, net was 16.3% and 16.7% respectively.

Previous wording

Gross contract revenue for the six months ended June 30, 2025, increased $35.6 million or 17.9% to $235.0 million as compared to $199.4 million for the six months ended June 30, 2024. For the six months ended June 30, 2025, gross contract revenue attributable to work performed by our workforce increased $28.4 million, or 15.8% to $208.1 million or 88.6% of gross contract revenue as compared to $179.7 million or 90.1% for the six months ended June 30, 2024 (see Net service billing – non-GAAP). Of the $35.6 million increase in gross contract revenue during the six months ended June 30, 2025, acquisitions represented $11.5 million of the increase. To evaluate the Company’s growth, revenue from acquisitions is treated as acquired for a period of four quarters post-closing, after which it is considered organic. For each measurement and comparison period, historical balances of acquired and organic revenue bases are adjusted to reflect revenue accordingly.

Current wording

Gross contract revenue for the nine months ended September 30, 2025, increased $47.8 million or 15.3% to $361.1 million as compared to $313.3 million for the nine months ended September 30, 2024. For the nine months ended September 30, 2025, gross contract revenue attributable to work performed by our workforce increased $39.1 million, or 13.9% to $320.1 million or 88.6% of gross contract revenue as compared to $281.0 million or 89.7% for the nine months ended September 30, 2024 (see Net service billing – non-GAAP). Of the $47.8 million increase in gross contract revenue during the nine months ended September 30, 2025, acquisitions represented $10.1 million of the increase. To evaluate the Company’s growth, revenue from acquisitions is treated as acquired for a period of four quarters post-closing, after which it is considered organic. For each measurement and comparison period, historical balances of acquired and organic revenue bases are adjusted to reflect revenue accordingly.

Previous wording

1 Includes periodic reclassifications of revenue between categories from prior periods for consistency of presentation. For the six months ended June 30, 2024, $6.8 million of data center revenue was reclassified from Building Infrastructure to Power & Utilities.

Current wording

1 Includes periodic reclassifications of revenue between categories from prior periods for consistency of presentation. For the nine months ended September 30, 2024, $10.5 million of data center revenue was reclassified from Building Infrastructure to Power & Utilities.

Previous wording

For the six months ended June 30, 2025, gross contract revenue from our building infrastructure market increased $6.7 million or 6.6% as compared to the six months ended June 30, 2024. Building infrastructure includes commercial, municipal and residential infrastructure. The increase in building infrastructure revenue is the result of acquisitions. Within the building infrastructure market, 39.6% of gross contract revenue was derived from residential assignments including single family, multi-family and mixed-use housing stock, 42.5% from commercial assignments including retail, hospitality and quick-serve restaurants (QSR), office and industrial, data centers and healthcare, and 17.9% from municipal assignments including, parks and schools. Within residential, 47.9% of gross contract revenue was derived from for-sale homebuilding assignments, 44.6% from residential multi-family and 7.5% from mixed use projects. While the homebuilding market shows signs of rebounding from prior year interest rate impacts, for-sale residential services represented just 8.8% of our total gross contract revenue for the six months ended June 30, 2025. Within commercial, 45.9% of revenue was derived from office and industrial assignments, 49.5% from retail, hospitality, and quick serve restaurants, and 4.6% from healthcare. We continue to experience strong demand for our building infrastructure services and maintain a positive outlook on this market as we continue to experience strength in markets including quick serve restaurants, industrial distribution facilities, schools, and build-for-rent communities.

Current wording

For the nine months ended September 30, 2025, gross contract revenue from our building infrastructure market increased $10.2 million or 6.6% as compared to the nine months ended September 30, 2024. Building infrastructure includes commercial, municipal and residential infrastructure. The increase in building infrastructure revenue is the result of acquisitions. Within the building infrastructure market, 40.1% of gross contract revenue was derived from residential assignments including single family, multi-family and mixed-use housing stock, 42.6% from commercial assignments including retail, hospitality and quick-serve restaurants (QSR), office and industrial, data centers and healthcare, and 17.3% from municipal assignments including, parks and schools. Within residential, 50.1% of gross contract revenue was derived from for-sale homebuilding assignments, 43.0% from residential multi-family and 6.9% from mixed use projects. While the homebuilding market shows signs of rebounding from prior year interest rate impacts, for-sale residential services represented just 9.2% of our total gross contract revenue for the nine months ended September 30, 2025. Within commercial, 45.2% of revenue was derived from office and industrial assignments, 49.9% from retail, hospitality, and quick serve restaurants, and 4.9% from healthcare. We continue to experience strong demand for our building infrastructure services and maintain a positive outlook on this market as we continue to experience strength in markets including quick serve restaurants, industrial distribution facilities, schools, and build-for-rent communities.

Previous wording

For the six months ended June 30, 2025, revenue from transportation increased $11.0 million or 29.4% as compared to the six months ended June 30, 2024. The increase was attributable to new contract awards in transportation from roadways, transits, ports and harbors, program administration and others, along with acquired transportation backlog which we were able to deliver to customers. Within transportation, 61.5% of our gross contract revenue was derived from public sector roadway customers, including state and local departments of transportation ("DOTs") and tollway operators; 27.8% from private sector roadway customers; 2.1% from ports & harbors customers; 2.3% from aviation customers; and 6.3% from bus, rail, and transit customers. We expect to continue to increase our transportation revenue and improve the diversification of our revenue. We believe the transportation market continues to present significant opportunity for future growth and we remain committed to investing in leadership, technical expertise, business development and acquisitions for this market.

Current wording

For the nine months ended September 30, 2025, revenue from transportation increased $14.5 million or 24.1% as compared to the nine months ended September 30, 2024. The increase was attributable to new contract awards in transportation from roadways, transits, ports and harbors, program administration and others, along with acquired transportation backlog which we were able to deliver to customers. Within transportation, 62.9% of our gross contract revenue was derived from public sector roadway customers, including state and local departments of transportation ("DOTs") and tollway operators; 25.4% from private sector roadway customers; 2.7% from ports & harbors customers; 2.6% from aviation customers; and 6.4% from bus, rail, and transit customers. We expect to continue to increase our transportation revenue and improve the diversification of our revenue. We believe the transportation market continues to present significant opportunity for future growth and we remain committed to investing in leadership, technical expertise, business development and acquisitions for this market.

Previous wording

With the convergence of alternative energy, data centers, and traditional transmission infrastructure, and in light of continued growth we are projecting across these areas, we have consolidated alternative energy and data centers into the power and utilities (sometimes referred to herein as the power, utilities and energy market) of our revenue mix and have adjusted historical balances accordingly. For the six months ended June 30, 2025, revenue from power and utilities increased $7.4 million or 16.5% as compared to the six months ended June 30, 2024. 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. Within the power and utilities market, 61.4% of our gross contract revenue was derived from customers operating traditional transmission operations, 22.9% was derived from customers focused on alternative energy operations, with the remaining 15.7% derived from data center customers. The power and utilities market continues to experience increasing infrastructure investment as changing weather patterns, energy transition mandates and other safety initiatives positively impact demand for the services we provide. 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.

Current wording

With the convergence of alternative energy, data centers, and traditional transmission infrastructure, and in light of continued growth we are projecting across these areas, we have consolidated alternative energy and data centers into the power and utilities (sometimes referred to herein as the power, utilities and energy market) of our revenue mix and have adjusted historical balances accordingly. For the nine months ended September 30, 2025, revenue from power and utilities increased $13.0 million or 19.6% as compared to the nine months ended September 30, 2024. 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. Within the power and utilities market, 63.4% of our gross contract revenue was derived from customers operating traditional transmission operations, 20.9% was derived from customers focused on alternative energy operations, with the remaining 15.7% derived from data center customers. The power and utilities market continues to experience increasing infrastructure investment as changing weather patterns, energy transition mandates and other safety initiatives positively impact demand for the services we provide. 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.

Previous wording

Our natural resources and imaging (formerly emerging markets) consist of mining, water resources, imaging and mapping, environmental consulting, and other natural resources services. Adjusted for the change, for the six months ended June 30, 2025, revenue from natural resources and imaging markets increased $10.5 million or 68.0% as compared to the six months ended June 30, 2024. This increase is primarily due to the acquisition of Surdex Corporation; see Note 4 - Acquisitions for additional information. What was previously classified under emerging sectors has now grown to a scale that warrants separate market recognition. As a result, the emerging sector is now being renamed natural resources and imaging. This updated name reflects the evolving composition of the market. Gross contract revenue within our natural resources and imaging was 48.8% from imaging and mapping activities, 17.7% from mining activities where we have specialized in copper mining, 27.5% from water resources activities, and 6.0% from environmental and other natural resources consulting. 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.

Current wording

Our natural resources and imaging (formerly emerging markets) consist of mining, water resources, imaging and mapping, environmental consulting, and other natural resources services. Adjusted for the change, for the nine months ended September 30, 2025, revenue from natural resources and imaging markets increased $10.0 million or 32.1% as compared to the nine months ended September 30, 2024. This increase is primarily due to the acquisition of Surdex Corporation; see Note 4 - Acquisitions for additional information. What had previously been classified under emerging sectors grew to a scale that warranted separate market recognition. Accordingly, the emerging sector was renamed natural resources and imaging. The updated name reflects the evolved composition of this market. Gross contract revenue within our natural resources and imaging was 48.8% from imaging and mapping activities, 15.8% from mining activities where we have specialized in copper mining, 26.2% from water resources activities, and 9.2% from environmental and other natural resources consulting. 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.

Previous wording

For the six months ended June 30, 2025 and 2024, public sector customers, defined as direct contracts with municipalities, public agencies, or governmental authorities, represented 33.8% and 22.3% of our gross contract revenue, respectively. A portion of that increase is due to the reclassification of contracts for the Pike Corporation from the private sector to the public sector. This does not include work done indirectly on public sector projects. Gross contract revenue from projects for public sector clients are included in the end market most aligned with work performed.

Current wording

For the nine months ended September 30, 2025 and 2024, public sector customers, defined as direct contracts with municipalities, public agencies, or governmental authorities, represented 34.4% and 26.0% of our gross contract revenue, respectively. A portion of that increase is due to the reclassification of contracts for the Pike Corporation from the private sector to the public sector. This does not include work done indirectly on public sector projects. Gross contract revenue from projects for public sector clients are included in the end market most aligned with work performed.

Previous wording

Total contract costs, exclusive of depreciation and amortization, increased $14.9 million or 15.4% to $111.4 million for the six months ended June 30, 2025, as compared to $96.5 million for the six months ended June 30, 2024. For the six months ended June 30, 2025 and 2024, total contract costs represented 47.4% and 48.4% of total contract revenue, respectively. For the six months ended June 30, 2025 and 2024 total contract costs represented 53.5% and 53.7% of revenue attributable to our workforce, respectively (see Net Service Billing).

Current wording

Total contract costs, exclusive of depreciation and amortization, increased $19.7 million or 13.1% to $170.5 million for the nine months ended September 30, 2025, as compared to $150.8 million for the nine months ended September 30, 2024. For the nine months ended September 30, 2025 and 2024, total contract costs represented 47.2% and 48.1% of total contract revenue, respectively. For the nine months ended September 30, 2025 and 2024 total contract costs represented 53.3% and 53.7% of revenue attributable to our workforce, respectively (see Net Service Billing).

Previous wording

Direct payroll costs increased $7.6 million or 9.9% to $84.4 million for the six months ended June 30, 2025, as compared to $76.8 million for the six months ended June 30, 2024. Direct payroll accounted for 75.8% of total contract costs for the six months ended June 30, 2025, an decrease of 3.8 percentage points as compared to 79.6% for the six months ended June 30, 2024.

Current wording

Direct payroll costs increased $11.0 million or 9.3% to $129.5 million for the nine months ended September 30, 2025, as compared to $118.5 million for the nine months ended September 30, 2024. Direct payroll accounted for 76.0% of total contract costs for the nine months ended September 30, 2025, an decrease of 2.6 percentage points as compared to 78.6% for the nine months ended September 30, 2024.

Previous wording

Direct labor, the component of direct payroll costs associated with the cost of labor relating to work performed on contracts increased $7.3 million or 12.8% to $64.2 million for the six months ended June 30, 2025 as compared to $56.9 million for the six months ended June 30, 2024. The increase in direct labor is primarily due to an increase in staffing to accommodate growth. For the six months ended June 30, 2025 and 2024, direct labor costs represented 27.3% and 28.5% of gross contract revenue, respectively and represented 30.9% and 31.7% of the revenue attributable to our workforce, respectively.

Current wording

Direct labor, the component of direct payroll costs associated with the cost of labor relating to work performed on contracts increased $10.8 million or 12.3% to $98.9 million for the nine months ended September 30, 2025 as compared to $88.1 million for the nine months ended September 30, 2024. The increase in direct labor is primarily due to an increase in staffing to accommodate growth. For the nine months ended September 30, 2025 and 2024, direct labor costs represented 27.4% and 28.1% of gross contract revenue, respectively and represented 30.9% and 31.4% of the revenue attributable to our workforce, respectively.

Previous wording

Other direct payroll costs, the component of direct payroll costs associated with fringe and incentive compensation (cash and non-cash) increased by $0.3 million or 1.5% to $20.2 million as compared to $19.9 million.

Current wording

Other direct payroll costs, the component of direct payroll costs associated with fringe and incentive compensation (cash and non-cash) increased by $0.2 million or 0.7% to $30.6 million as compared to $30.4 million.

Previous wording

Sub-consultants and other direct expenses increased $7.3 million or 37.1% to $27.0 million for the six months ended June 30, 2025 as compared to $19.7 million for the six months ended June 30, 2024. For the six months ended June 30, 2025 and 2024, sub-consultant and other direct expenses represented 11.5% and 9.9% of gross contract revenue, respectively.

Current wording

Sub-consultants and other direct expenses increased $8.6 million or 26.6% to $40.9 million for the nine months ended September 30, 2025 as compared to $32.3 million for the nine months ended September 30, 2024. For the nine months ended September 30, 2025 and 2024, sub-consultant and other direct expenses represented 11.3% and 10.3% of gross contract revenue, respectively.

Previous wording

Total operating expense increased $6.8 million or 6.4% to $113.5 million for the six months ended June 30, 2025 as compared to $106.7 million for the six months ended June 30, 2024.

Current wording

Total operating expense increased $9.1 million or 5.5% to $175.1 million for the nine months ended September 30, 2025 as compared to $166.0 million for the nine months ended September 30, 2024.

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