Bowman Consulting Group Ltd. (the “Company” or “Bowman”) (NASDAQ: BWMN), a national engineering services firm delivering infrastructure solutions to customers who own, develop, and maintain the built environment, announced it has entered into a definitive agreement to acquire St. Louis-based Surdex Corporation (“Surdex”), a geospatial and engineering services firm providing low-, medium- and high-altitude digital orthoimagery, advanced high-resolution LiDAR, intelligent digital mapping, 3D hydrography, and disaster mapping. The acquisition is subject to usual and customary closing conditions and is expected to formally close by April 10, 2024.

Founded in 1954 by veteran Navy pilot Earl R. Hoffmann, Sr., Surdex has grown from a small aerial photography firm to one of the most technologically advanced digital imagery and mapping firms in the nation. Led by current president Ron Hoffmann, the firm operates a fleet of ten single- and twin-engine aircraft in addition to unmanned aerial vehicles (UAVs) to provide high and low-altitude geospatial solutions for both public and private sector customers. By combining traditional photogrammetric processes with state-of-the-art technology, Surdex provides reliable and accurate geospatial data with resolutions that make the imagery extremely flexible and valuable. Surdex possesses the in-house resources and skilled professional workforce necessary to undertake virtually any photogrammetric mapping project with any combination of digital orthoimagery, LiDAR, and/or digital topographic or planimetric mapping.

Digital orthoimagery is seamless and extremely accurate imagery of the Earth’s surface. It is used for GIS, intelligent mapping, and geospatial analysis. Surdex develops geospatial mapping and digital orthoimagery that enables federal, state, and local governments to view, measure, and analyze extremely high-resolution data tied to identified geographic features. Applications for Surdex services include infrastructure planning, resource management, roadway planning and development, environmental studies, tax assessment, and disaster response planning. Operating under entrenched, long-term relationships, Surdex serves a variety of public sector customers and contracts including multiple state departments of transportation, the US Department of Agriculture, the US Geological Survey, the US Army Corps of Engineers, and other state and local government agencies.

“The acquisition of Surdex will align well with our strategic objectives of expanding our geospatial service offerings, growing our public sector market presence, and increasing the average size of our acquisitions,” said Gary Bowman, chairman and CEO of Bowman. “Surdex’s portfolio of high-resolution image capture, orthoimage processing, and digital mapping services provides tremendous revenue synergy opportunities with our customers. Adding state-of-the-art, high-altitude services to Bowman’s extensive array of terrestrial and low-altitude capabilities will create a compelling suite of full-service geospatial solutions. From the outset, the Surdex operation will realize savings by utilizing Bowman’s current survey resources and Bowman will experience cost savings by accessing Surdex’s high-volume image processing resources. We believe this acquisition will be transformational for our geospatial business and look forward to quickly integrating our teams and capabilities.”

“Bowman’s size and access to the broader engineering services market is what attracted us to this transaction,” said Ron Hoffmann, president of Surdex. “We have been a family business for almost 70 years and because of that, we were very selective about who we would entrust with this transition. Over the past several months, we have become extremely confident in our conclusion that partnering with Bowman is the right decision for our business, our employees, and our customers.”

The Company expects Surdex will initially operate at an annualized net service billing run rate of approximately $28 million. The negotiated purchase price of $44 million includes all Surdex assets and will be comprised of a combination of cash, seller notes and 505,541 shares of Bowman common stock valued for the purpose of this transaction at a fixed price of $37.58 per share and subject to a six-month lock-up agreement. Bowman noted that while the purchase price multiple on adjusted EBITDA is at the higher end of its target range, the acquisition is expected to be immediately accretive with respect to adjusted EBITDA per share (a non-GAAP metric). More detailed information on M&A activities, pipeline, and guidance updates will be provided in connection with the Company’s scheduled quarterly and annual communications.

About Surdex Corporation

Serving clients since 1954, Surdex offers high-resolution orthoimagery, LiDAR, and digital mapping services to public sector and private industries. Whether an assignment involves developing intelligent mapping or delivering data for mapping software, Surdex offers a full-service suite of the highest-quality aerial imagery, data and mapping products, technical resources, and support to meet all geospatial goals. Surdex provides clients with custom imagery and mapping products utilizing a fleet of specialized aircraft equipped with large- and medium-format digital sensors including the PHASE ONE Pas Pana "Blackbird" digital cameras, Leica ADS100 Airborne Digital Sensors, the Leica DMC-1 Digital Frame Camera and Optech T2000 LiDAR sensors. Clients and assignments include collection of digital mapping data for roadway engineers to plan transportation and infrastructure projects, collecting and processing geospatial data for federal agencies and local governments, delivering imagery for energy and utility companies, rapid reaction imagery for disaster response, and producing pipeline mapping LiDAR data for the oil and gas industry. For more information on Surdex, their projects, and their services, visit www.surdex.com.

About Bowman Consulting Group Ltd.

Headquartered in Reston, Virginia, Bowman is a national engineering services firm delivering infrastructure solutions to customers who own, develop, and maintain the built environment. With over 2,000 employees and more than 90 offices throughout the United States, Bowman provides a variety of planning, engineering, geospatial, construction management, commissioning, environmental consulting, land procurement and other technical services to customers operating in a diverse set of regulated end markets. Bowman trades on the Nasdaq under the symbol BWMN. For more information, visit bowman.com or investors.bowman.com.

Forward-Looking Statements

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

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