SEC Form 10-Q filed by Limbach Holdings Inc.

5/5/25 4:59:09 PM ET

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 001-36541

LIMBACH HOLDINGS, INC.

(Exact name of registrant as specified in its charter)


Delaware, USA						46-5399422
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

797 Commonwealth Drive, Warrendale, Pennsylvania						15086
(Address of principal executive offices)						(Zip Code)

1-412-359-2100

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock, par value $0.0001 per share

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The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 1, 2025, there were 11,624,639 shares of the registrant’s common stock, $0.0001 par value per share, outstanding.

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LIMBACH HOLDINGS, INC.

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Part I.

Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024	1
	Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2025 and 2024	2
	Condensed Consolidated Statement of Stockholders’ Equity for the Three Months Ended March 31, 2025 and 2024	3
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025 and 2024	4
	Notes to Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	40
Item 4.	Controls and Procedures	41

Part II.

Item 1.	Legal Proceedings	42
Item 1A.	Risk Factors	42
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	42
Item 3.	Defaults Upon Senior Securities	42
Item 4.	Mine Safety Disclosures	42
Item 5.	Other Information	42
Item 6.	Exhibits	43

Signature		44

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, including all documents incorporated by reference, contains forward-looking statements regarding Limbach Holdings, Inc. (the “Company,” “Limbach” “we” or “our”) and represents our expectations and beliefs concerning future events. These forward-looking statements are intended to be covered by the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties. The forward-looking statements included herein or incorporated herein by reference include or may include, but are not limited to, (and you should read carefully) statements that are predictive in nature, depend upon or refer to future events or conditions, or use or contain words, terms, phrases, or expressions such as “achieve,” “forecast,”, “plan,” “propose,” “strategy,” “envision,” “hope,” “will,” “continue,” “potential,” “expect,” “believe,” “anticipate,” “project,” “estimate,” “predict,” “intend,” “should,” “could,” “may,” “might,” or similar words, terms, phrases or expressions or the negative of any of these terms. Any statements in this Quarterly Report on Form 10-Q that are not based upon historical facts are forward-looking statements and represent our best judgment as to what may occur in the future.

These forward-looking statements are based on information available as of the date of this Quarterly Report on Form 10-Q and the Company management’s current expectations, forecasts and assumptions, and involve a number of judgments, known and unknown risks and uncertainties and other factors, many of which are outside the control of the Company and its directors, officers and affiliates. Accordingly, forward-looking statements should not be relied upon as representing the Company's views as of any subsequent date. The Company does not undertake any obligations to update, add or to otherwise correct any forward-looking statements contained herein to reflect events or circumstances after the date they were made, whether as a result of new information, future events, inaccuracies that become apparent after the date hereof or otherwise, except as may be required under applicable securities laws.

As a result of a number of known and unknown risks and uncertainties, the Company's results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include (i) intense competition in our industry; (ii) ineffective management of the size and cost of our operations; (iii) our dependence on a limited number of customers; (iv) unexpected adjustments to our backlog or cancellations of orders in our backlog; (v) cost of overruns under our contracts; (vi) timing of the award and performance of new contracts; (vii) significant costs in excess of the original project scope and contract amount without having an approved change order; (viii) our failure to adequately recover on claims brought by us against contractors, project owners or other project participants for additional contract costs; (ix) risks associated with placing significant decision making powers with our subsidiaries' management; (x) acquisitions, divestitures, and other strategic transactions could fail to achieve financial or strategic objectives, disrupt our ongoing business, and adversely impact our results of operations; (xi) design errors and omissions in connection with Design/Build and Design/Assist contracts; (xii) delays and/or defaults in customer payments; (xiii) unsatisfactory safety performance; (xiv) labor disputes with unions representing our employees; (xv) strikes or work stoppages; (xvi) misconduct by our employees, subcontractors or partners, or our overall failure to comply with laws or regulations; (xvii) our dependence on subcontracts and suppliers of equipment and materials; (xviii) price increases in materials; (xix) changes in energy prices; (xx) our inability to identify and contract with qualified Disadvantaged Business Enterprise (“DBE”) contractors to perform as subcontractors; (xxi) reputational harm arising from our participation in construction joint ventures; (xxii) any difficulties in the financial and surety markets; (xxiii) our inability to obtain necessary insurance due to difficulties in the insurance markets; (xxiv) our use of the cost-to-cost method of accounting could result in a reduction or reversal of previously recorded revenue or profits; (xxv) impairment charges for goodwill and intangible assets; (xxvi) unexpected expenses arising from contractual warranty obligations; (xxvii) increased costs or limited supplies of raw materials and products used in our operations arising from recent and potential changes in U.S. trade policies and retaliatory responses from other countries; (xxviii) rising inflation and/or interest rates, or deterioration of the United States economy and conflicts around the world; (xxix) increased debt service obligations due to our variable rate indebtedness; (xxx) failure to remain in compliance with covenants under our debt and credit agreements or service our indebtedness; (xxxi) our inability to generate sufficient cash flow to meet all of our existing or potential future debt service obligations; (xxxii) significant expenses and liabilities arising under our obligation to contribute to multiemployer pension plans; (xxxiii) a pandemic, epidemic or outbreak of an infectious disease in the markets in which we operate or that otherwise impacts our facilities or suppliers; (xxxiv) future climate change; (xxxv) market or regulatory responses to climate change; (xxxvi) increasing scrutiny and changing expectations from investors and customers with respect to our environmental, social and governance practices; (xxxvii) adverse weather conditions, which may harm our business and financial results; (xxxviii) information technology system failures, network disruptions or cyber security breaches, events or attacks; (xxxix) changes to our outsourced software or infrastructure vendors as well as any sudden loss, breach of security, disruption or unexpected data or vendor loss associated with our information technology systems; (xl) changes in laws, regulations or requirements, or a material failure of any of our subsidiaries or us to comply with any of them; (xli) becoming barred from future government contracts due to violations of the applicable rules and regulations; (xlii) costs associated with compliance with environmental, safety and health regulations; (xliii) our failure to comply with immigration laws and labor

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regulations; and (xliv) those factors described under Part I, Item 1A “Risk Factors” of the Company’s most recent Annual Report on Form 10-K.

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

LIMBACH HOLDINGS, INC.

Condensed Consolidated Balance Sheets (Unaudited)


(in thousands, except share and per share data)	March 31, 2025		December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	38,090	$	44,930
Restricted cash	65		65
Accounts receivable (net of allowance for credit losses of $407 and $387 as of March 31, 2025 and December 31, 2024, respectively)	110,851		119,659
Contract assets	45,018		47,549

Other current assets	10,476		8,131
Total current assets	204,500		220,334

Property and equipment, net	31,174		30,126
Intangible assets, net	39,393		41,228
Goodwill	33,142		33,034
Operating lease right-of-use assets	20,516		21,539
Deferred tax asset	7,412		5,531
Other assets	233		337
Total assets	$	336,370	$	352,129

LIABILITIES
Current liabilities:
Current portion of long-term debt	$	3,419	$	3,314
Current operating lease liabilities	4,192		4,093
Accounts payable, including retainage	54,901		60,814
Contract liabilities	40,173		44,519
Accrued income taxes	1,131		1,470
Accrued expenses and other current liabilities	27,923		36,827
Total current liabilities	131,739		151,037
Long-term debt	23,692		23,554
Long-term operating lease liabilities	16,682		17,766
Other long-term liabilities	3,127		6,281
Total liabilities	175,240		198,638
Commitments and contingencies (Note 13)

STOCKHOLDERS’ EQUITY
Common stock, $0.0001 par value; 100,000,000 shares authorized, issued 11,804,291 and 11,452,753, respectively, and 11,624,639 and 11,273,101 outstanding, respectively	1		1
Additional paid-in capital	91,654		94,229
Treasury stock, at cost (179,652 shares at both period ends)	(2,000)		(2,000)
Retained earnings	71,475		61,261
Total stockholders’ equity	161,130		153,491
Total liabilities and stockholders’ equity	$	336,370	$	352,129

The accompanying notes are an integral part of these condensed consolidated financial statements

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LIMBACH HOLDINGS, INC.

Condensed Consolidated Statements of Operations (Unaudited)


	Three Months Ended March 31,
(in thousands, except share and per share data)		2025		2024
Revenue		$	133,108	$	118,976
Cost of revenue		96,389		87,888
Gross profit		36,719		31,088
Operating expenses:
Selling, general and administrative		26,518		22,876
Change in fair value of contingent consideration		427		623
Amortization of intangibles		1,863		1,057
Total operating expenses		28,808		24,556
Operating income		7,911		6,532
Other income (expenses):
Interest expense		(526)		(475)
Interest income		370		562
Gain on disposition of property and equipment		333		491


(Loss) gain on change in fair value of interest rate swap		(97)		149
Total other income		80		727
Income before income taxes		7,991		7,259
Income tax benefit		(2,223)		(327)
Net income		$	10,214	$	7,586

Earnings Per Share (“EPS”)
Earnings per common share:
Basic		$	0.89	$	0.68
Diluted		$	0.85	$	0.64
Weighted average number of shares outstanding:
Basic		11,419,455		11,159,849
Diluted		12,051,678		11,894,747

The accompanying notes are an integral part of these condensed consolidated financial statements

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LIMBACH HOLDINGS, INC.

Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)


	Number of Shares
(in thousands, except share amounts)	Common stock	Treasury stock	Common stock		Additional paid-in capital		Treasury stock, at cost		Retained earnings		Stockholders’ equity
Balance at December 31, 2024	11,452,753	(179,652)	$	1	$	94,229	$	(2,000)	$	61,261	$	153,491
Non-cash stock-based compensation	—	—	—		1,594		—		—		1,594
Shares issued related to vested restricted stock units	349,217	—	—		—		—		—		—
Tax withholding related to vested restricted stock units	—	—	—		(4,338)		—		—		(4,338)
Shares issued related to employee stock purchase plan	2,321	—	—		169		—		—		169
Net income	—	—	—		—		—		10,214		10,214
Balance at March 31, 2025	11,804,291	(179,652)	$	1	$	91,654	$	(2,000)	$	71,475	$	161,130


	Number of Shares
(in thousands, except share amounts)	Common stock	Treasury stock	Common stock		Additional paid-in capital		Treasury stock, at cost		Retained earnings		Stockholders’ equity
Balance at December 31, 2023	11,183,076	(179,652)	$	1	$	92,528	$	(2,000)	$	30,386	$	120,915
Non-cash stock-based compensation	—	—	—		1,249		—		—		1,249
Shares issued related to vested restricted stock units	261,673	—	—		—		—		—		—
Tax withholding related to vested restricted stock units	—	—	—		(4,338)		—		—		(4,338)
Shares issued related to employee stock purchase plan	2,989	—	—		116		—		—		116


Net income	—	—	—		—		—		7,586		7,586
Balance at March 31, 2024	11,447,738	(179,652)	$	1	$	89,555	$	(2,000)	$	37,972	$	125,528

The accompanying notes are an integral part of these condensed consolidated financial statements

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LIMBACH HOLDINGS, INC.

Condensed Consolidated Statements of Cash Flows (Unaudited)


	Three Months Ended March 31,
(in thousands)	2025		2024
Cash flows from operating activities:
Net income	$	10,214	$	7,586
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization	4,072		2,712
Provision for credit losses	77		39
Non-cash stock-based compensation expense	1,594		1,249
Noncash operating lease expense	994		1,045
Amortization of debt issuance costs	11		11
Deferred income tax provision	(1,881)		(327)
Gain on sale of property and equipment	(333)		(491)

Loss on change in fair value of contingent consideration	427		623

Gain (loss) on change in fair value of interest rate swap	97		(149)

Changes in operating assets and liabilities:
Accounts receivable	8,900		1,861
Contract assets	2,438		4,594
Other current assets	(2,345)		(592)
Accounts payable, including retainage	(6,006)		(14,060)

Accrued taxes payable	(339)		—
Contract liabilities	(4,346)		(1,052)
Operating lease liabilities	(985)		(974)
Accrued expenses and other current liabilities	(9,582)		(5,863)
Payment of contingent consideration liability in excess of acquisition-date fair value	(711)		—
Other long-term liabilities	(55)		(156)
Net cash provided by (used in) operating activities	2,241		(3,944)
Cash flows from investing activities:

Consolidated Mechanical Transaction, measurement period adjustment	(14)		—
Proceeds from sale of property and equipment	319		561
Advances from joint ventures	—		4
Purchase of property and equipment	(2,230)		(2,541)
Net cash used in investing activities	(1,925)		(1,976)
Cash flows from financing activities:










Payment of contingent consideration liability up to acquisition-date fair value	(2,289)		—
Payments on finance leases	(851)		(693)
Proceeds from the sale of shares to cover employee taxes	6,344		—
Taxes paid related to net-share settlement of equity awards	(10,684)		(5,187)
Proceeds from contributions to Employee Stock Purchase Plan	324		206
Net cash used in financing activities	(7,156)		(5,674)
Decrease in cash, cash equivalents and restricted cash	(6,840)		(11,594)
Cash, cash equivalents and restricted cash, beginning of period	44,995		59,898
Cash, cash equivalents and restricted cash, end of period	$	38,155	$	48,304
Supplemental disclosures of cash flow information
Noncash investing and financing transactions:
Kent Island Transaction, measurement period adjustment	$	(94)	$	—

Right of use assets obtained in exchange for new operating lease liabilities	—		2,097
Right of use assets obtained in exchange for new finance lease liabilities	1,318		308

Right of use assets disposed or adjusted modifying finance lease liabilities	—		(41)
Interest paid	526		484
Cash paid for income taxes	$	—	$	—

The accompanying notes are an integral part of these condensed consolidated financial statements

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LIMBACH HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 1 – Business and Organization

Limbach Holdings, Inc. (the “Company,” “we” or “us”), a Delaware corporation headquartered in Warrendale, Pennsylvania, is a building systems solutions firm who strives to be an indispensable partner to building owners with mission critical mechanical (heating, ventilation, air conditioning), electrical, and plumbing infrastructure. The Company’s focus is in six vertical markets; healthcare, industrial and manufacturing, data centers, life science, higher education and cultural and entertainment. The Company provides comprehensive facility services with expertise in the management and maintenance of mechanical, electrical, plumbing and controls systems who uniquely combines engineering solutions with field installation expertise to provide custom solutions. The Company has approximately 1,400 employees in 20 offices across the eastern United States and operates primarily in the Eastern and Midwest regions of the United States.

The Company operates in two segments, (i) Owner Direct Relationships (“ODR”), in which the Company performs owner direct projects and/or provides maintenance or service primarily on mechanical, plumbing or electrical systems, building controls and specialty contracting projects to existing buildings direct to, or assigned by, building owners or property managers, and (ii) General Contractor Relationships (“GCR”), in which the Company generally manages new construction or renovation projects that involve primarily mechanical, plumbing, or electrical services awarded to the Company by general contractors or construction managers. The Company's work is primarily performed under fixed price, modified fixed price, and time and material contracts over periods of typically less than two years.

Note 2 – Significant Accounting Policies

Basis of Presentation

References in these financial statements to the Company refer collectively to the accounts of Limbach Holdings, Inc. and its wholly-owned subsidiaries, including Limbach Holdings LLC (“LHLLC”), Limbach Facility Services LLC (“LFS”), Limbach Company LLC (“LC LLC”), Limbach Company LP, (“LC LP”), Harper Limbach LLC (“Harper”), Harper Limbach Construction LLC (“Harper Construction LLC”), Limbach Facility & Project Solutions LLC (“LFPS”), Jake Marshall, LLC (“JMLLC”), Coating Solutions, LLC (“CSLLC”), ACME Industrial Piping, LLC (“ACME”), Industrial Air, LLC (“Industrial Air”), Kent Island Mechanical, LLC (“Kent Island”) and Consolidated Mechanical, LLC (“Consolidated Mechanical”) for all periods presented, unless otherwise indicated. All intercompany balances and transactions have been eliminated.

The accompanying unaudited condensed consolidated financial statements were prepared using generally accepted accounting principles (“GAAP”) for interim financial information and with the requirements of Form 10-Q and applicable rules of Regulation S-X of the Securities and Exchange Commission (“SEC”). Consequently, certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. Readers of this report should refer to the consolidated financial statements and the notes thereto included in the Company's most recent Annual Report on Form 10-K filed with the SEC on March 10, 2025.

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements for assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, the reported amounts of revenue and expenses during the reported period, and the accompanying notes. Management believes that its most significant estimates and assumptions have been based on reasonable and supportable assumptions and the resulting estimates are reasonable for use in the preparation of the condensed consolidated financial statements. The Company’s significant estimates include estimates associated with revenue recognition on construction contracts, costs incurred through each balance sheet date, intangibles, property and equipment, fair value accounting for acquisitions, insurance reserves, income tax valuation allowances, fair value of contingent consideration arrangements and contingencies. If the underlying estimates and assumptions upon which the condensed consolidated financial statements are based change in the future, actual amounts may differ from those included in the accompanying condensed consolidated financial statements.

Unaudited Interim Financial Information

The accompanying interim Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Operations, Condensed Consolidated Statements of Stockholders’ Equity and Condensed Consolidated Statements of Cash Flows for the periods presented are unaudited. Also, within the notes to the condensed consolidated financial statements, the Company has

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included unaudited information for these interim periods. These unaudited interim condensed consolidated financial statements have been prepared in accordance with GAAP. In the Company's opinion, the accompanying unaudited condensed consolidated financial statements contain all normal and recurring adjustments necessary for a fair statement of the Company’s financial position as of March 31, 2025, its results of operations and equity for the three months ended March 31, 2025 and 2024 and its cash flows for the three months ended March 31, 2025 and 2024. The results for the three months ended March 31, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025.

The Condensed Consolidated Balance Sheet as of December 31, 2024 was derived from the Company's audited financial statements included in its Annual Report on Form 10-K filed with the SEC on March 10, 2025, but is presented as condensed and does not contain all of the footnote disclosures from the annual financial statements.

Recent Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, and in January 2025, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03, as clarified by ASU 2025-01, is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Companies have the option to apply this guidance either on a retrospective or prospective basis, and early adoption is permitted. The Company is currently evaluating the impact that the adoption of these standards will have on its condensed consolidated financial statements and disclosures.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740). This update requires entities to disclose additional information with respect to the effective tax rate reconciliation and to disclose the disaggregation by jurisdiction of income tax expense and income taxes paid. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company expects to adopt this standard in its 2025 Form 10-K. This standard will not have an impact on the Company's consolidated financial position, results of operations or cash flows, but will affect its financial statement disclosures as discussed above.

In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity, which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity and amends the scope guidance for contracts in an entity's own equity. The ASU addresses how convertible instruments are accounted for in the calculation of diluted earnings per share by using the if-converted method. The guidance is effective for all entities for fiscal years beginning after March 31, 2024, albeit early adoption is permitted no earlier than fiscal years beginning after December 15, 2020. The Company has adopted this pronouncement and concluded that there’s no impact on the Company’s condensed consolidated financial statements.

Note 3 – Acquisitions

Consolidated Mechanical Transaction

On December 2, 2024 (the “Consolidated Mechanical Effective Date”), LFS, Consolidated Mechanical, and the owner of Consolidated Mechanical (the “Consolidated Mechanical Seller”) entered into a Purchase Agreement (the “Consolidated Mechanical Purchase Agreement”) pursuant to which LFS purchased all of the outstanding equity interests in Consolidated Mechanical from the Consolidated Mechanical Seller (the “Consolidated Mechanical Transaction”). The Consolidated Mechanical Transaction closed on the Consolidated Mechanical Effective Date. As a result of the Consolidated Mechanical Transaction, Consolidated Mechanical became a wholly-owned indirect subsidiary of the Company. Consolidated Mechanical serves the heavy industrial, power and commercial markets. Consolidated Mechanical is a premier provider of mechanical, millwright, steel fabrication, plumbing construction, maintenance, and outage services to owners of complex process systems in the industrial sector. The acquisition extends the Company’s reach into the industrial sector, with new exposure to the power generation, food processing, manufacturing, and metal markets in Kentucky, Illinois and Michigan.

Total consideration paid by the Company for the Consolidated Mechanical Transaction at closing was $23.0 million (the “Consolidated Mechanical Closing Purchase Price”), which was funded by cash on hand. The payment is subject to typical adjustments for working capital. Of the consideration paid to the Consolidated Mechanical Seller, approximately $0.3 million was held in escrow for indemnification purposes. The purchase price is subject to customary post-closing adjustments. In addition, the Consolidated Mechanical Seller may receive up to an aggregate of $2.0 million in cash, consisting of two individual tranches of $1.0 million pursuant to the terms of the Consolidated Mechanical Purchase Agreement, if the gross profit of Consolidated Mechanical equals or exceeds approximately (i) $6.8 million in the 12-month period beginning on the

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Consolidated Mechanical Effective Date (the “First Consolidated Mechanical Earnout Period”) or (ii) $6.8 million in the 12-month period beginning on the first anniversary of the Consolidated Mechanical Effective Date (the “Second Consolidated Mechanical Earnout Period” and together with the First Consolidated Mechanical Earnout Period, the “Consolidated Mechanical Earnout Payments”).

Allocation of Purchase Price. The Consolidated Mechanical Transaction was accounted for as a business combination using the acquisition method. As a result of the acquisition, the Company recognized $11.1 million of goodwill, which was fully allocated to the Company's ODR segment and fully deductible for tax purposes. Such goodwill primarily related to anticipated future earnings. The fair value estimates for the assets acquired and liabilities assumed, as well as the Company's estimates and assumptions, are subject to change as the Company obtains additional information during the measurement period. During the measurement period, if the Company obtains new information regarding facts and circumstances that existed as of the Consolidated Mechanical Effective Date that, if known, would have resulted in revised estimated values of those assets or liabilities, the Company would accordingly revise its fair value estimates and purchase price allocation. Measurement period adjustments are reflected as if the adjustments had been made as of the Consolidated Mechanical Effective Date. The impact of all changes that do not qualify as measurement period adjustments would have been included in current period earnings.

The following table summarizes the purchase price and estimated fair values of assets acquired and liabilities assumed as of the Consolidated Mechanical Effective Date, with any excess of purchase price over estimated fair value of the identified net assets acquired recorded as goodwill.


(in thousands)	Purchase Price Allocation		Measurement Period Adjustments(1)		Adjusted Purchase Price Allocation
Consideration:
Cash	$	23,591	$	14	$	23,605
Earnout provision	757		—		757
Total Consideration	24,348		14		24,362

Fair value of assets acquired:
Cash and cash equivalents	390		—		390
Accounts receivable, including retainage	3,128		—		3,128
Contract assets	233		—		233
Other current assets	64		—		64
Property and equipment	548		—		548

Intangible assets	10,100		—		10,100
Amount attributable to assets acquired	14,463		—		14,463

Fair value of liabilities assumed:
Accounts payable, including retainage	291		—		291

Accrued expenses and other current liabilities	461		—		461
Contract liabilities	480		—		480

Amount attributable to liabilities assumed	1,232		—		1,232
Goodwill	$	11,117	$	14	$	11,131

(1) Measurement period adjustments recorded during the first quarter of 2025 included changes in the total cash consideration for the Consolidated Mechanical Transaction, resulting in a net increase less than $0.1 million to goodwill. The measurement period adjustments related to certain working capital adjustments made in connection with the finalization of the transaction’s closing date cash consideration.

Kent Island Transaction

On September 3, 2024 (the “Kent Island Effective Date”), LFS, Kent Island, and the owner of Kent Island (the “Kent Island Seller”) entered into a Purchase Agreement (the “Kent Island Purchase Agreement”) pursuant to which LFS purchased all of the outstanding equity interests in Kent Island from the Kent Island Seller (the “Kent Island Transaction”). The Kent Island Transaction closed on the Kent Island Effective Date. As a result of the Kent Island Transaction, Kent Island became a wholly-owned indirect subsidiary of the Company. Kent Island is a leading provider of building systems solutions in the greater

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Washington, DC metro area, including suburban Maryland and Northern Virginia. Kent Island excels in designing, engineering, installing, servicing, and maintaining mechanical and plumbing systems for complex facilities. The acquisition expands the Company’s market share within its existing operating footprint, provides further exposure to an attractive customer base and supports the Company's continued ODR growth strategy.

Total consideration paid by the Company for the Kent Island Transaction at closing was $15.0 million (the “Kent Island Closing Purchase Price”), which was funded by cash on hand. The payment is subject to typical adjustments for working capital. Of the consideration paid to the Kent Island Seller, approximately $0.4 million was held in escrow for indemnification purposes. The purchase price is subject to customary post-closing adjustments. In addition, the Kent Island Seller may receive up to an aggregate of $5.0 million in cash, consisting of two individual tranches of $2.5 million pursuant to the terms of the Kent Island Purchase Agreement, if the gross profit of Kent Island equals or exceeds approximately (i) $3.3 million in the 12-month period beginning on the Kent Island Effective Date (the “First Kent Island Earnout Period”) or (ii) $0.2 million in the 12-month period beginning on the first anniversary of the Kent Island Effective Date (the “Second Kent Island Earnout Period” and together with the First Kent Island Earnout Period, the “Kent Island Earnout Payments”).

Allocation of Purchase Price. The Kent Island Transaction was accounted for as a business combination using the acquisition method. As a result of the acquisition, the Company recognized $5.6 million of goodwill, which was allocated between the Company's ODR and GCR segments and fully deductible for tax purposes. Such goodwill primarily related to anticipated future earnings. The fair value estimates for the assets acquired and liabilities assumed, as well as the Company's estimates and assumptions, are subject to change as the Company obtains additional information during the measurement period. During the measurement period, if the Company obtains new information regarding facts and circumstances that existed as of the Kent Island Effective Date that, if known, would have resulted in revised estimated values of those assets or liabilities, the Company would accordingly revise its fair value estimates and purchase price allocation. Measurement period adjustments are reflected as if the adjustments had been made as of the Kent Island Effective Date. The impact of all changes that do not qualify as measurement period adjustments would have been included in current period earnings.

The following table summarizes the purchase price and estimated fair values of assets acquired and liabilities assumed as of the Kent Island Effective Date, with any excess of purchase price over estimated fair value of the identified net assets acquired recorded as goodwill.


(in thousands)	Purchase Price Allocation		Measurement Period Adjustments(1)(2)		Adjusted Purchase Price Allocation
Consideration:
Cash	$	14,603	$	671	$	15,274
Earnout provision	4,381				4,381
Total Consideration	18,984		671		19,655

Fair value of assets acquired:
Cash and cash equivalents	1,887				1,887
Accounts receivable, including retainage	10,376				10,376
Contract assets	1,457		(93)		1,364

Property and equipment	434				434

Intangible assets	10,700				10,700
Amount attributable to assets acquired	24,854		(93)		24,761

Fair value of liabilities assumed:
Accounts payable, including retainage	4,586				4,586

Accrued expenses and other current liabilities	1,269				1,269
Contract liabilities	4,828				4,828

Amount attributable to liabilities assumed	10,683		—		10,683
Goodwill	$	4,813	$	764	$	5,577

(1) Measurement period adjustments recorded during the year-ended December 31, 2024 included changes in the total cash consideration for the Kent Island Transaction, resulting in a net increase of approximately $0.7 million to goodwill. The measurement period adjustments related to certain working capital adjustments made in connection with the finalization of the transaction’s closing date cash consideration.

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(2) Measurement period adjustments recorded during the first quarter of 2025 reflect changes to the fair value of contract assets acquired, resulting in a net increase of approximately $0.1 million to goodwill.

Note 4 – Revenue from Contracts with Customers

The Company generates revenue from construction-type contracts, primarily consisting of fixed-price contracts, to deliver mechanical, plumbing, and electrical construction services to its customers. The duration of its contracts generally ranges from three months to two years. Revenue from fixed price contracts is recognized on the cost-to-cost method, measured by the relationship of total cost incurred to total estimated contract costs. Revenue from time and materials contracts is recognized as services are performed. The Company believes that its extensive experience in mechanical, plumbing, and electrical projects, and its internal cost review procedures during the bidding process, enable it to reasonably estimate costs and mitigate the risk of cost overruns on fixed price contracts.

The Company generally invoices customers on a monthly basis, based on a schedule of values that breaks down the contract amount into discrete billing items. Costs and estimated earnings in excess of billings on uncompleted contracts are recorded as a contract asset until billable under the contract terms. Billings in excess of costs and estimated earnings on uncompleted contracts are recorded as a contract liability until the related revenue is recognizable. The Company classifies contract assets and liabilities that may be settled beyond one year from the balance sheet date as current, consistent with the length of time of the Company’s project operating cycle.

Contract assets

Contract assets include costs and estimated earnings in excess of billings on uncompleted contracts and amounts due under retainage provisions. The components of the contract asset balances as of the respective dates were as follows:


(in thousands)	March 31, 2025		December 31, 2024		Change
Contract assets
Costs and estimated earnings in excess of billings on uncompleted contracts	$	26,810	$	27,304	$	(494)
Retainage receivable	18,208		20,245		(2,037)
Total contract assets	$	45,018	$	47,549	$	(2,531)

Retainage receivable represents amounts invoiced to customers where payments have been partially withheld, typically 10%, pending the completion of certain milestones, satisfaction of other contractual conditions or the completion of the project. Retainage agreements vary from project to project and balances could be outstanding for several months or years depending on a number of circumstances such as contract-specific terms, project performance and other variables that may arise as the Company makes progress towards completion.

Contract assets represent the excess of contract costs and profits (or contract revenue) over the amount of contract billings to date and are classified as a current asset. Contract assets result when either: (1) the appropriate contract revenue amount has been recognized over time in accordance with ASC Topic 606, but a portion of the revenue recorded cannot be currently billed due to the billing terms defined in the contract, or (2) costs are incurred related to certain claims and unapproved change orders. Claims occur when there is a dispute regarding both a change in the scope of work and the price associated with that change. Unapproved change orders occur when a change in the scope of work results in additional work being performed before the parties have agreed on the corresponding change in the contract price. The Company routinely estimates recovery related to claims and unapproved change orders as a form of variable consideration at the most likely amount it expects to receive and to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Claims and unapproved change orders are billable upon the agreement and resolution between the contractual parties and after the execution of contractual amendments. Increases in claims and unapproved change orders typically result from costs being incurred against existing or new positions; decreases normally result from resolutions and subsequent billings.

The current estimated net realizable value on such items as recorded in contract assets and contract liabilities in the condensed consolidated balance sheets was $11.6 million and $10.9 million as of March 31, 2025 and December 31, 2024, respectively. The Company currently anticipates that the majority of such amounts will be approved or executed within one year. The resolution of those claims and unapproved change orders that may require litigation or other forms of dispute resolution proceedings may delay the timing of billing beyond one year.

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Contract liabilities

Contract liabilities include billings in excess of contract costs and estimated earnings on uncompleted contracts and provisions for losses. The components of the contract liability balances as of the respective dates were as follows:


(in thousands)	March 31, 2025		December 31, 2024		Change
Contract liabilities
Billings in excess of costs and estimated earnings on uncompleted contracts	$	40,165	$	44,417	$	(4,252)
Provisions for losses	8		102		(94)
Total contract liabilities	$	40,173	$	44,519	$	(4,346)

Billings in excess of costs and estimated earnings on uncompleted contracts represent the excess of contract billings to date over the amount of contract costs and profits (or contract revenue) recognized to date. The balance may fluctuate depending on the timing of contract billings and the recognition of contract revenue.

Provisions for losses are recognized in the condensed consolidated statements of operations at the uncompleted performance obligation level for the amount of total estimated losses in the period that evidence indicates that the estimated total cost of a performance obligation exceeds its estimated total revenue.

The net (overbilling) underbilling position for contracts in process consisted of the following:


(in thousands)	March 31, 2025		December 31, 2024
Revenue earned on uncompleted contracts	$	567,685	$	618,153
Less: Billings to date	(581,040)		(635,266)
Net (overbilling) underbilling	$	(13,355)	$	(17,113)


(in thousands)	March 31, 2025		December 31, 2024
Costs and estimated earnings in excess of billings on uncompleted contracts	$	26,810	$	27,304
Billings in excess of costs and estimated earnings on uncompleted contracts	(40,165)		(44,417)
Net (overbilling) underbilling	$	(13,355)	$	(17,113)

Revisions in Contract Estimates

The Company recorded revisions in its contract estimates for certain ODR and GCR projects. During the three months ended March 31, 2025, the Company recorded a material gross profit write-up on one GCR project for a total of $0.9 million that had a net gross profit impact of $0.5 million or more. During the three months ended March 31, 2024, the Company recorded material gross profit write-ups on two ODR projects for a total of $2.0 million that had a net gross profit impact of $0.5 million or more. There were no material gross profit write-downs recognized during the three months ended March 31, 2025 and 2024.

Remaining Performance Obligations

Remaining performance obligations represent the transaction price of firm orders for which work has not been performed and exclude unexercised contract options. The Company’s remaining performance obligations include projects that have a written award, a letter of intent, a notice to proceed or an agreed upon work order to perform work on mutually accepted terms and conditions.

As of March 31, 2025, the aggregate amount of the transaction prices allocated to the remaining performance obligations of the Company's ODR and GCR segment contracts were $227.8 million and $120.2 million, respectively. The Company currently estimates that 88% and 63% of its ODR and GCR segment remaining performance obligations as of March 31, 2025, respectively, will be recognized as revenue during the remainder of 2025, with the substantial majority of remaining performance obligations to be recognized within 24 months, although the timing of the Company's performance is not always under its control.

Additionally, the difference between remaining performance obligations and backlog is due to the exclusion of a portion of the Company’s ODR agreements under certain contract types from the Company’s remaining performance obligations as these contracts can be canceled for convenience at any time by the Company or the customer without considerable cost incurred by the customer.

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Note 5 – Goodwill and Intangibles

Goodwill

Goodwill was $33.1 million and $33.0 million as of March 31, 2025 and December 31, 2024, respectively. The Company tests its goodwill and indefinite-lived intangible assets allocated to its reporting units for impairment annually on October 1, or more frequently if events or circumstances indicate that it is more-likely-than-not that the fair value of its reporting units and indefinite-lived intangible assets are less than their carrying amount. The Company has the option to assess goodwill for possible impairment by performing a qualitative analysis to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. A quantitative assessment is performed if the qualitative assessments results in a more-likely-than-not determination or if a qualitative assessment is not performed.

The Company did not recognize any impairment charges on its goodwill or intangible assets during the three months ended March 31, 2025 and March 31, 2024.

The following table summarizes the carrying amount and changes in goodwill associated with the Company’s segments for the three months ended March 31, 2025 and for the year ended December 31, 2024.


(in thousands)	GCR		ODR		Total


Goodwill as of January 1, 2024	$	—	$	16,374	$	16,374
Measurement period adjustments - Industrial Air Transaction(1)	—		59		59
Goodwill associated with the Kent Island Transaction(2)	4,244		1,240		5,484
Goodwill associated with the Consolidated Mechanical Transaction	—		11,117		11,117
Goodwill as of December 31, 2024	4,244		28,790		33,034
Measurement period adjustments - Kent Island Transaction(2)	94		—		94
Measurement period adjustments - Consolidated Mechanical Transaction(3)	—		14		14
Goodwill as of March 31, 2025	$	4,338	$	28,804	$	33,142

(1) Includes certain adjustments to preliminary estimates of fair value within the measurement period of up to one-year from the date of the Industrial Air transaction. Measurement period adjustments related to certain working capital adjustments.

(2) In connection with the Kent Island Transaction, the Company recorded preliminary goodwill of $4.8 million. During the fourth quarter of 2024, the Company recognized certain adjustments to preliminary estimates of fair value within the measurement period of up to one-year from the date of the Kent Island Transaction. The measurement period adjustments amounted to $0.7 million and related to certain working capital adjustments made in connection with the finalization of the transaction’s closing date cash consideration. In addition, during the first quarter of 2025, the Company recognized further adjustments to the preliminary estimates of fair value within the measurement period of $0.1 million related to the receipt of additional information regarding the facts and circumstances that existed as of the acquisition date.

(3) During the first quarter of 2025, the Company recognized certain adjustments to the preliminary estimates of fair value within the measurement period amounting to less than $0.1 million associated with certain working capital adjustments made in connection with the finalization of the transaction’s closing date cash consideration.

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Intangible Assets

Intangible assets are comprised of the following:


(in thousands)	Gross carrying amount		Accumulated amortization		Net intangible assets, excluding goodwill
March 31, 2025
Amortized intangible assets:
Customer relationships	$	32,820	$	(8,160)	$	24,660




Backlog	5,560		(3,872)		1,688

Trade name, trademarks and intellectual property	4,550		(1,465)		3,085

Total amortized intangible assets	42,930		(13,497)		29,433
Unamortized intangible assets:
Trade name – Limbach(1)	9,960		—		9,960
Total unamortized intangible assets	9,960		—		9,960
Total amortized and unamortized assets, excluding goodwill	$	52,890	$	(13,497)	$	39,393

(1) The Company has determined that its trade name has an indefinite useful life. The Limbach trade name has been in existence since the Company’s founding in 1901 and therefore is an established brand within the industry.


(in thousands)	Gross carrying amount		Accumulated amortization		Net intangible assets, excluding goodwill
December 31, 2024
Amortized intangible assets:
Customer relationships	$	32,820	$	(7,124)	$	25,696



Backlog	5,560		(3,310)		2,250

Trade name, trademarks and intellectual property	4,550		(1,228)		3,322
Total amortized intangible assets	42,930		(11,662)		31,268
Unamortized intangible assets:
Trade name – Limbach	9,960		—		9,960
Total unamortized intangible assets	9,960		—		9,960
Total amortized and unamortized assets, excluding goodwill	$	52,890	$	(11,662)	$	41,228

Total amortization expense for the Company's definite-lived intangible assets was $1.9 million and $1.1 million for the three months ended March 31, 2025 and 2024, respectively.

Note 6 – Debt

Long-term debt consists of the following obligations as of:


(in thousands)	March 31, 2025		December 31, 2024

A&R Wintrust Revolving Loans	10,000		10,000
Finance leases – collateralized by vehicles, payable in monthly installments of principal, plus interest ranging from 3.96% to 8.60% through 2031	12,126		11,888
Financing liability	5,351		5,351
Total debt	27,477		27,239
Less - Current portion of long-term debt	(3,419)		(3,314)
Less - Unamortized discount and debt issuance costs	(366)		(371)
Long-term debt	$	23,692	$	23,554

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Wintrust Revolving Loans

On May 5, 2023, LFS, LHLLC and the direct and indirect subsidiaries of LFS from time to time included as parties to the agreement (the “Wintrust Guarantors”) entered into the Second Amended and Restated Credit Agreement (the “Second A&R Credit Agreement”) with the lenders party thereto and Wheaton Bank & Trust Company, N.A., a subsidiary of Wintrust Financial Corporation (collectively, “Wintrust”), as administrative agent, which amended and restated the previous amended and restated Wintrust credit agreement. In accordance with the Second A&R Credit Agreement (i) lenders provided to LFS a $50.0 million senior secured revolving credit facility with a $5.0 million sublimit for the issuance of letters of credit, an increase of $25.0 million over the A&R Wintrust Revolving Loan, with a maturity date of February 24, 2028 (the “Second A&R Wintrust Revolving Loan”), and (ii) LFS repaid the then outstanding principal balance of the A&R Wintrust Term Loan using proceeds of the Second A&R Wintrust Revolving Loan. Prior to the execution of this agreement, the Company repaid $9.6 million of the then outstanding balance under the A&R Term Loan with cash on hand. As a result of the early repayment of the A&R Wintrust Term Loan and certain changes to the members of the loan syndicate under the Second A&R Wintrust Credit Agreement, the Company wrote off approximately $0.3 million of unamortized debt issuance costs, which are reported as a loss on early debt extinguishment on the Company's condensed consolidated statements of operations.

The Second A&R Wintrust Revolving Loan bears interest, at LFS’s option, at either the Term SOFR (as defined in the Second A&R Credit Agreement) (with a 0.15% floor) plus 3.10% or the Prime Rate (as defined in the Second A&R Credit Agreement) (with a 3.0% floor), subject to a 50 basis point step-down based on the ratio between the senior debt of the Company and its subsidiaries to the EBITDA of LFS and its subsidiaries for the most recently ended four fiscal quarters.

The Second A&R Wintrust Revolving Loan is secured by (i) a valid, perfected and enforceable lien of the administrative agent on the ownership interests held by each of LFS and Wintrust Guarantors in their respective subsidiaries; and (ii) a valid, perfected and enforceable lien of the administrative agent on each of LFS and Wintrust Guarantors’ personal property, fixtures and real estate, subject to certain exceptions and limitations. Additionally, the re-payment of the Second A&R Wintrust Revolving Loan is jointly and severally guaranteed by each Wintrust Guarantor.

The Second A&R Credit Agreement contains representations and warranties, covenants and events of default that are customary for facilities of this type, as more particularly described in the Second A&R Credit Agreement. The Second A&R Wintrust Revolving Loan also contains three financial maintenance covenants, including (i) a requirement to have as of the last day of each quarter for the senior leverage ratio of LFS and its subsidiaries not to exceed an amount beginning at 2.00 to 1.00, (ii) a fixed charge coverage ratio of not less than 1.20 to 1.00 as of the last day of each fiscal quarter, commencing with the fiscal quarter ending March 31, 2023, and (iii) no unfinanced capital expenditures, except for unfinanced capital expenditures in the ordinary course of business not exceeding in the aggregate $4.0 million during any fiscal year; and no default or event of default (as defined in the Second A&R Credit Agreement) has occurred and is continuing, 50% of any portion of this annual limit, if not expended in the fiscal year for which it is permitted, may be carried over for expenditure in the next following fiscal year as stipulated by the agreement.

On March 13, 2024, LFS, LHLLC, and other designated parties entered into a first amendment to the Second A&R Wintrust Credit Agreement (the “First Amendment to the Second A&R Wintrust Credit Agreement”) with the lenders party thereto and Wintrust, as administrative agent. The First Amendment to the Second A&R Wintrust Credit Agreement makes certain amendments to the Second A&R Wintrust Credit Agreement, including: (i) modifying the definition of “L/C Sublimit” to increase the sublimit for the issuance of letters of credit from $5.0 million to $10.0 million, (ii) removing the requirement to deliver a Borrowing Base Certificate if outstanding Revolving Loans and Letters of Credit (as such terms are defined in the Second A&R Wintrust Credit Agreement) do not exceed $30.0 million, and (iii) removing certain financial covenants that restrict the Company’s ability to make Unfinanced Capital Expenditures (as defined in the Second A&R Wintrust Credit Agreement).

The Company is party to an interest rate swap agreement to manage the risk associated with a portion of its variable-rate long-term debt. The interest rate swap involves the exchange of fixed-rate and variable-rate payments without the exchange of the underlying notional amount on which the interest payments are calculated. The swap agreement became effective on July 14, 2022 and will terminate on July 31, 2027. The notional amount of the swap agreement is $10.0 million with a fixed interest rate of 3.12%. If the one-month SOFR (as defined in the Second A&R Credit Agreement) is above the fixed rate, the counterparty pays the Company, and if the one-month SOFR is less than the fixed rate, the Company pays the counterparty, the difference between the fixed rate of 3.12% and the one-month SOFR. The Company has not designated this instrument as a hedge for accounting purposes. As a result, the change in fair value of the derivative instrument is recognized directly in earnings on the Company's consolidated statements of operations as a gain or loss on interest rate swap. See Note 8 for further information regarding this interest rate swap.

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As of March 31, 2025 and December 31, 2024, the Company had $10.0 million in borrowings outstanding under the Second A&R Wintrust Revolving Loan. During the three months ended March 31, 2025 and 2024, the maximum outstanding borrowings under the Second A&R Wintrust Revolving Loan at any time was $10.0 million and the average daily balance was $10.0 million. For the three months ended March 31, 2025 and 2024, the Company incurred interest on the Second A&R Wintrust Revolving Loan at a weighted average annual interest rate of 5.72%, inclusive of the net impact associated with the Company's interest rate swap arrangement.

At March 31, 2025, the Company had irrevocable letters of credit in the amount of $5.1 million with its lender to secure obligations under its self-insurance program.

The following is a summary of the applicable margin and commitment fees payable on the Second A&R Wintrust Revolving Loan credit commitment:


Level	Senior Leverage Ratio	Applicable Margin for SOFR Revolver loans		Applicable Margin for Prime Revolving loans		Applicable Margin for commitment fee
I	Greater than 1.00 to 1.00	3.10	%	—	%	0.25	%
II	Less than or equal to 1.00 to 1.00	2.60	%	(0.50)	%	0.25	%

As of March 31, 2025, the Company was in compliance with all financial maintenance covenants as required by the Second A&R Credit Agreement.

Sale-Leaseback Financing Transaction

On September 29, 2022, LC LLC and Royal Oak Acquisitions, LLC (the “Purchaser”) consummated the purchase of the real property under a sale and leaseback transaction, with an aggregate value of approximately $7.8 million (a purchase price of approximately $5.4 million and $2.4 million in tenant improvement allowances), pursuant to a purchase agreement under which the Purchaser purchased from LC LLC the Company’s facility and real property in Pontiac, MI (collectively, the “Pontiac Facility”).

In connection with the sale and leaseback transaction, LC LLC and Featherstone St Pontiac MI LLC (the “Landlord”) entered into a Lease Agreement (the “Lease Agreement”), dated September 29, 2022 (the “Lease Effective Date”) for the Pontiac Facility. Commencing on the Lease Effective Date, pursuant to the Lease Agreement, LC LLC has leased the Pontiac Facility, subject to the terms and conditions of the Lease Agreement. The Lease Agreement provides for a term of 25 years (the “Primary Term”). The Lease Agreement also provides LC LLC with the option to extend the Primary Term by two separate renewal terms of five years each (each a “Renewal Term”). Under the terms of the Lease Agreement, the Company’s annual minimum rent is $499,730, payable in monthly installments, subject to annual increases of approximately 2.5% each year under the Primary Term and for each year under the Renewal Terms, if exercised. LC LLC has a one-time option to terminate the Lease Agreement effective on the last day of the fifteenth lease year by providing written notice to the Landlord as more fully set forth in the Lease Agreement. The one-time termination option of the Lease Agreement would require LC LLC to pay to the Landlord a termination fee of approximately $1.7 million.

Pursuant to the terms and conditions set forth in the Lease Agreement, the Landlord has agreed to provide LC LLC with a tenant improvement allowance in an amount up to $2.4 million. LC LLC is responsible for the initial capital outlay and completion of the agreed upon improvement work. The Landlord will subsequently reimburse LC LLC for such items up to the stated allowance amount.

The Company accounted for the sale and leaseback arrangement as a financing transaction in accordance with ASC Topic 842, “Leases,” as the Lease Agreement was determined to be a finance lease. The Company concluded the Lease Agreement met the qualifications to be classified as a finance lease due to the significance of the present value of the lease payments, using an implicit rate of 11.11% to reflect the Company’s incremental borrowing rate associated with the $5.4 million purchase price as of the Lease Agreement date, compared to the fair value of the Pontiac Facility. The implicit rate associated with the aggregate purchase value, inclusive of tenant improvement allowances, was 6.53% as of the Lease Agreement date.

The presence of a finance lease indicates that control of the Pontiac Facility has not transferred to the Purchaser and, as such, the transaction was deemed a failed sale-leaseback and must be accounted for as a financing arrangement. As a result of this determination, the Company is viewed as having received the sale proceeds from the Purchaser in the form of a hypothetical loan collateralized by its leased facilities. The hypothetical loan is payable as principal and interest in the form of “lease payments” to the Purchaser. Principal repayments are recorded as a reduction to the financing liability. The Company will not

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derecognize the Pontiac Facility from its books for accounting purposes until the lease ends. No gain or loss was recognized under GAAP related to the sale and leaseback arrangement.

As of March 31, 2025, the financing liability was $5.0 million, net of issuance costs, which was recognized within long-term debt on the Company's condensed consolidated balance sheets. For both the three months ended March 31, 2025 and 2024, approximately $0.1 million of interest expense associated with the financing was recognized, respectively.

Note 7 – Equity

The Company’s second amended and restated certificate of incorporation currently authorizes the issuance of 100,000,000 shares of common stock, par value $0.0001, and 1,000,000 shares of preferred stock, par value $0.0001.

Incentive Plan

Upon the consummation of the Company's Business Combination, the Company adopted an omnibus incentive plan (the “Omnibus Incentive Plan”) pursuant to which equity awards may be granted thereunder.

On March 29, 2023, the Board of Directors approved certain amendments to the Company's Omnibus Incentive Plan (the “2023 Amended and Restated Omnibus Incentive Plan”) to increase the number of shares of the Company's common stock that may be issued pursuant to awards by 450,000, for a total of 3,050,000 shares, and extended the term of the plan so that it will expire on the tenth anniversary of the date the stockholders approve the 2023 Amended and Restated Omnibus Incentive Plan. The amendments were acted upon by the Company's stockholders at the Annual Meeting held on June 22, 2023.

In April 2025, the Board of Directors approved certain amendments to the 2023 Amended and Restated Omnibus Incentive Plan to make certain changes related to the treatment of death, disability, retirement and reduction in force as it relates to the plan participants. The amendments are subject to stockholder approval at the Company’s Annual Meeting to be held on June 11, 2025. See Note 14 — Management Incentive Plans for a discussion of the Company's management incentive plans for restricted stock units (“RSUs”) granted, vested, forfeited and remaining unvested.

Employee Stock Purchase Plan

Upon approval of the Company's stockholders on May 30, 2019, the Company adopted the Limbach Holdings, Inc. 2019 Employee Stock Purchase Plan (the “ESPP”). On January 1, 2020, the ESPP went into effect. The ESPP enables eligible employees, as defined by the ESPP, the right to purchase the Company's common stock through payroll deductions during consecutive subscription periods at a purchase price of 85% of the fair market value of a share of the Company's common stock at the end of each offering period. Annual purchases by participants are limited to the number of whole shares that can be purchased by an amount equal to ten percent of the participant's compensation or $5,000, whichever is less. Each offering period of the ESPP lasts six months, commencing on January 1st and July 1st of each year. The amounts collected from participants during a subscription period are used on the exercise date to purchase full shares of common stock. Participants may withdraw from an offering before the exercise date and obtain a refund of amounts withheld through payroll deductions. Compensation cost, representing the 15% discount applied to the fair market value of common stock, is recognized on a straight-line basis over the six-month vesting period during which employees perform related services. Under the ESPP, 500,000 shares are authorized to be issued. In January 2025, the Company issued 2,321 shares of its common stock to participants in the ESPP who contributed to the plan during the offering period ending December 31, 2024. In January 2024, the Company issued a total of 2,989 shares of its common stock to participants in the ESPP who contributed to the plan during the offering period ending December 31, 2023. As of March 31, 2025, 380,545 shares remain available for future issuance under the ESPP.

Note 8 – Fair Value Measurements

The Company measures the fair value of financial assets and liabilities in accordance with ASC Topic 820 – Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. ASC Topic 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value and requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

•Level 1 — inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that are accessible at the measurement date;

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•Level 2 — inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly or indirectly such as quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of assets or liabilities; and

•Level 3 — unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The Company believes that the carrying amounts of its financial instruments, including cash and cash equivalents, trade accounts receivable and accounts payable, consist primarily of instruments without extended maturities, which approximate fair value primarily due to their short-term maturities and low risk of counterparty default. The Company considers all highly liquid investments purchased with a maturity of 90 days or less on the date of purchase to be cash equivalents. Cash equivalents as of March 31, 2025 and December 31, 2024 consisted of overnight repurchase agreements in which cash from the Company's main operating checking account is invested overnight in highly liquid, short term investments and certain investments in money market funds sponsored by a large financial institution. For the three months ending March 31, 2025 and 2024, the Company recognized interest income in the aggregate of approximately $0.4 million and $0.6 million, respectively, associated with its overnight repurchase agreements and money market funds. The Company has not experienced any losses in its cash and cash equivalents and management believes the Company is not exposed to significant credit risk with respect to such accounts.


			Fair Value at Reporting Date Using
(in thousands)	March 31, 2025		Level 1		Level 2		Level 3
Cash equivalents:
Overnight repurchase agreements	$	32,018	$	32,018	$	—	$	—

Money market fund	4,744		4,744		—		—
Total	$	36,762	$	36,762	$	—	$	—

	December 31, 2024		Level 1		Level 2		Level 3
Cash equivalents:
Overnight repurchase agreements	$	38,962	$	38,962	$	—	$	—

Money market fund	4,000		4,000		—		—
Total	$	42,962	$	42,962	$	—	$	—

Second A&R Wintrust Revolving Loan

The Company also believes that the carrying value of the Second A&R Wintrust Revolving Loan approximates its respective fair value due to the variable rate on such debt. As of March 31, 2025, the Company determined that the fair value of the Second A&R Wintrust Revolving Loan was $10.0 million. Such fair value was determined using discounted estimated future cash flows using level 3 inputs.

Earnout Payments

As a part of the total consideration for the Company's July 2023 acquisition of ACME, the former owner of ACME is eligible to receive up to an aggregate of $2.5 million in cash, consisting of two individual tranches of $0.5 million and $2.0 million pursuant to the terms of the purchase agreement, if the gross profit of ACME equals or exceeds (i) $2.0 million in the 12-month period beginning from the closing date of the transaction (the “First ACME Earnout Period”) or (ii) $2.5 million in the 12-month period beginning on the first anniversary of the closing date of the transaction (the “Second ACME Earnout Period” and together with the First ACME Earnout Period, the “ACME Earnout Payments”). The Company initially recognized $1.5 million in contingent consideration as of the closing date of the transaction. The fair value of contingent ACME Earnout Payments is based on generating growth rates on the projected gross margins of ACME and calculating the associated contingent payments based on achieving the earnout targets, which are reassessed each reporting period. In September 2024, the Company made a payment in the amount of $0.5 million to the former owner of ACME related to the First ACME Earnout Period.

As a part of the total consideration for Company's November 2023 acquisition of Industrial Air, the former owner of Industrial Air is eligible to receive up to an aggregate of $6.5 million in cash, consisting of two individual tranches of $3.0 million and $3.5 million pursuant to the terms of the purchase agreement, if the gross profit of Industrial Air equals or exceeds (i) $7.6 million in the 12-month period beginning on the closing date of the transaction (the “First IA Earnout Period”) or (ii) $8.8 million in the 12-month period beginning on the first anniversary of the closing date of the transaction (the “Second IA Earnout Period” and together with the First IA Earnout Period, the “IA Earnout Payments”). The Company initially recognized

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$3.2 million in contingent consideration as of the closing date of the transaction. The fair value of contingent IA Earnout Payments is based on generating growth rates on the projected gross margins of Industrial Air and calculating the associated contingent payments based on achieving the earnout targets, which are reassessed each reporting period. In February 2025, the Company made a payment in the amount of $3.0 million to the former owners of Industrial Air related to the First Industrial Air Earnout Period.

As a part of the total consideration for the Kent Island Transaction, the Company recognized $4.4 million in contingent consideration on the Kent Island Effective Date. The fair value of contingent Kent Island Earnout Payments is based on generating growth rates on the projected gross margins of Kent Island and calculating the associated contingent payments based on achieving the earnout targets, which are reassessed each reporting period. The Company determined the initial fair value of the Kent Island Earnout Payments based on the Monte Carlo Simulation method, which represented a Level 3 measurement. As of the Kent Island Effective Date, the Kent Island Earnout Payments associated with the Kent Island Transaction were valued utilizing a discount rate of 14.9%. The discount rate was calculated using the build-up method with a risk-free rate commensurate with the term of the Kent Island Earnout Payments based on the U.S. Treasury Constant Maturity Yield and certain metric risk premiums determined with reference to a long-term risk free rate, a weighted average cost of capital and certain adjustments for operational leverage.

As a part of the total consideration for the Consolidated Mechanical Transaction, the Company recognized $0.8 million in contingent consideration on the Consolidated Mechanical Effective Date. The fair value of contingent Consolidated Mechanical Earnout Payments is based on generating growth rates on the projected gross margins of Consolidated Mechanical and calculating the associated contingent payments based on achieving the earnout targets, which are reassessed each reporting period. The Company determined the initial fair value of the Consolidated Mechanical Earnout Payments based on the Monte Carlo Simulation method, which represented a Level 3 measurement. As of the Consolidated Mechanical Effective Date, the Consolidated Mechanical Earnout Payments associated with the Consolidated Mechanical Transaction were valued utilizing a discount rate of 10.4%. The discount rate was calculated using the build-up method with a risk-free rate commensurate with the term of the Consolidated Mechanical Earnout Payments based on the U.S. Treasury Constant Maturity Yield and certain metric risk premiums determined with reference to a long-term risk free rate, a weighted average cost of capital and certain adjustments for operational leverage.

Based on the Company’s ongoing assessment of the fair value of contingent earnout liabilities, the Company recorded a net increase in the estimated fair value of such liabilities of $0.4 million and $0.6 million for the three months ended March 31, 2025 and 2024, respectively, which was presented in the change in fair value of contingent consideration in the Company's condensed consolidated statements of operations. The Company determined the fair value of the earnout payments by utilizing the Monte Carlo Simulation method, which represents a Level 3 measurement.

The following table presents the carrying values of the Company's contingent earnout payment obligations included in the accompanying condensed consolidated balance sheets, which approximated fair value at March 31, 2025 and December 31, 2024.

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			Fair Value at Reporting Date Using
(in thousands)	March 31, 2025		Level 1		Level 2		Level 3
Accrued expenses and other current liabilities:

First Kent Island Earnout Period	$	2,365	$	—	$	—	$	2,365
First Consolidated Mechanical Earnout Period	402		—		—		402
Second ACME Earnout Period	1,857		—		—		1,857
Second IA Earnout Period	3,314		—		—		3,314
Other long-term liabilities:
Second Kent Island Earnout Period	2,244		—		—		2,244
Second Consolidated Mechanical Earnout Period	436		—		—		436
Total	$	10,618	$	—	$	—	$	10,618

			Fair Value at Reporting Date Using
(in thousands)	December 31, 2024		Level 1		Level 2		Level 3
Accrued expenses and other current liabilities:
First IA Earnout Period(1)	$	3,000	$	—	$	—	$	3,000
First Kent Island Earnout Period	2,297		—		—		2,297
First Consolidated Mechanical Earnout Period	402		—		—		402
Second ACME Earnout Period	1,713		—		—		1,713
Other long-term liabilities:
Second IA Earnout Period	3,222		—		—		3,222
Second Kent Island Earnout Period	2,201		—		—		2,201
Second Consolidated Mechanical Earnout Period	355		—		—		355
Total	$	13,190	$	—	$	—	$	13,190

(1) In February 2025, the Company made a $3.0 million payment to the former owner of Industrial Air related to the First IA Earnout Period.

Interest Rate Swap

The fair value of the interest rate swap is determined using widely accepted valuation techniques and reflects the contractual terms of the interest rate swap including the period to maturity, and while there are no quoted prices in active markets, it uses observable market-based inputs, including interest rate curves and implied volatilities. The fair value analysis also considers a credit valuation adjustment to reflect nonperformance risk of both the Company and the single counterparty. The fair value of the interest rate contract has been determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. The interest rate swap is classified as a Level 2 item within the fair value hierarchy. As of March 31, 2025, the Company determined that the fair value of the interest rate swap was approximately $0.1 million and is recognized in other assets on the Company's condensed consolidated balance sheets. For the three months ended March 31, 2025, the Company recognized a loss of $0.1 million on its condensed consolidated statements of operations associated with the change in fair value of the interest rate swap arrangement. For the three months ended March 31, 2024, the Company recognized a gain of approximately $0.1 million on its condensed consolidated statements of operations associated with the change in fair value of the interest rate swap arrangement.

Note 9 – Earnings per Share

Earnings per Share

The Company calculates earnings per share in accordance with ASC Topic 260 - Earnings Per Share (“EPS”). Basic earnings per share of the Company's common stock applicable to common stockholders is computed by dividing earnings applicable to

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common stockholders by the weighted-average number of shares of the Company's common stock outstanding and assumed to be outstanding. Diluted EPS assumes the dilutive effect of outstanding common stock warrants, shares issued in conjunction with the Company’s ESPP and RSUs, all using the treasury stock method.

The following table sets forth the computation of the basic and diluted earnings per share attributable to the Company's common stockholders for the three months ended March 31, 2025 and 2024:


	Three Months Ended March 31,
(in thousands, except per share amounts)		2025		2024
EPS numerator:
Net income		$	10,214	$	7,586

EPS denominator:
Weighted average shares outstanding – basic		11,419		11,160
Impact of dilutive securities		633		735
Weighted average shares outstanding – diluted		12,052		11,895

EPS:
Basic		$	0.89	$	0.68
Diluted		$	0.85	$	0.64

The following table summarizes the securities that were antidilutive, and therefore, were not included in the computations of diluted income per share of the Company's common stock:


	Three Months Ended March 31,
		2025	2024



Performance-based RSUs (See Note 14)		—	261
Market-based RSUs (See Note 14)		7,451	—

Total		7,451	261

Note 10 – Income Taxes

The Company is taxed as a C corporation.

For interim periods, the provision for income taxes (including federal, state and local taxes) is calculated based on the estimated annual effective tax rate, adjusted for certain discrete items for the full fiscal year. Cumulative adjustments to the Company's estimate are recorded in the interim period in which a change in the estimated annual effective rate is determined. Each quarter the Company updates its estimate of the annual effective tax rate, and if its estimated tax rate changes, the Company makes a cumulative adjustment.

The following table presents our income tax benefit and our income tax rate for the three months ended March 31, 2025 and 2024.


	Three Months Ended March 31,
(in thousands, except percentages)		2025			2024
Income tax benefit		$	(2,223)		$	(327)
Income tax rate		(27.8)		%	(4.5)		%

The U.S. federal statutory tax rate was 21% for each of the three months ended March 31, 2025 and 2024. The difference between the U.S. federal statutory tax rate and the Company’s effective tax rate period-over-period was primarily due to state income taxes, tax credits, other permanent adjustments and discrete tax items. In particular, the Company’s effective rate for the three months ended March 31, 2025 and 2024 were materially impacted by “excess tax benefits on stock-based compensation” recognized discretely during the first quarter of each year as a result of the Company’s stock price at the RSU vesting dates

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resulting in increased tax deductions for the Company. This benefit reduced the effective tax rate by 53.5% and 35.1% for the three months ended March 31, 2025 and 2024 respectively, with the impact varying in prior years.

No valuation allowance was required as of March 31, 2025 or December 31, 2024.

Note 11 – Operating Segments

As discussed in Note 1, the Company operates in two segments (i) ODR, in which the Company provides maintenance or service primarily on mechanical, plumbing or electrical systems, building controls and specialty contracting projects direct to, or assigned by, building owners or property managers, and (ii) GCR, in which the Company generally manages new construction or renovation projects that involve primarily mechanical, plumbing, or electrical services awarded to the Company by general contractors or construction managers. Segment information is prepared on the same basis the Company’s Chief Operating Decision Maker (“CODM”) reviews operating results for the purposes of allocating resources and assessing performance. The Company's CODM is comprised of its President and Chief Executive Officer and Executive Vice President and Chief Financial Officer.

In accordance with ASC Topic 280 – Segment Reporting, the Company has elected to aggregate all of the ODR work performed at its branches into one ODR reportable segment and all of the GCR work performed at its branches into one GCR reportable segment. All transactions between segments are eliminated in consolidation.

All of the Company’s identifiable assets are located in the United States, which is where the Company is domiciled.

Condensed consolidated segment information for the three months ended March 31, 2025 and 2024 were as follows:


	Three Months Ended March 31,
(in thousands)		2025		2024
Statement of Operations Data:
Revenue:
ODR		$	90,393	$	74,256
GCR		42,715		44,720
Total revenue		133,108		118,976

Gross profit:
ODR		26,161		22,161
GCR		10,558		8,927
Total gross profit		36,719		31,088





Selling, general and administrative(1)		26,518		22,876
Change in fair value of contingent consideration		427		623
Amortization of intangibles		1,863		1,057
Operating income		$	7,911	$	6,532



Other income (expenses):
Interest expense		(526)		(475)
Interest income		370		562
Gain on disposition of property and equipment		333		491


(Loss) gain on change in fair value of interest rate swap		(97)		149

Total other income (expenses)		80		727
Income before income taxes		$	7,991	$	7,259

(1) Included within selling, general and administrative expenses was $1.6 million and $1.2 million of non-cash stock-based compensation expense for the three months ended March 31, 2025 and 2024, respectively.

The Company does not identify capital expenditures and total assets by segment in its internal financial reports due in part to the shared use of a centralized fleet of vehicles and specialized equipment.

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Note 12 - Leases

The Company leases real estate, vehicles and other equipment. The determination of whether an arrangement is, or contains, a lease is performed at the inception of the arrangement. Classification and initial measurement of the right-of-use asset and lease liability are determined at the lease commencement date. The Company elected the short-term lease measurement and recognition exemption; therefore, leases with an initial term of 12 months or less are not recorded on the condensed consolidated balance sheets. Instead, the short-term leases are recognized in expense on a straight-line basis over the lease term.

The Company's arrangements include certain non-lease components such as common area and other maintenance for leased real estate, as well as mileage, fuel and maintenance costs related to leased vehicles. For all leased asset classes, the Company has elected to not separate non-lease components from lease components and will account for each separate lease component and non-lease component associated with the lease as a single lease component. The Company does not guarantee any residual value in its lease agreements, and there are no material restrictions or covenants imposed by lease arrangements. Real estate leases typically include one or more options to extend the lease. The Company regularly evaluates the renewal options, and when they are reasonably certain of exercise, the Company includes the renewal period in its lease term. For the Company's leased vehicles, the Company uses the interest rate implicit in its leases with the lessor to discount lease payments at the lease commencement date. When the implicit rate is not readily available, as is the case with the Company's real estate leases, the Company uses quoted borrowing rates on its secured debt.

Related Party Lease Agreements. In conjunction with the closing of the Jake Marshall Transaction, the Company entered into an operating lease for certain land and facilities owned by a former member of JMLLC who became a full-time employee of the Company. The lease term is 10 years and includes an option to extend the lease for two successive periods of two years each through November 2035. Base rent for the term of the lease is $37,500 per month for the first five years with payment commencing on January 1, 2022. The fixed rent payment is escalated to $45,000 per month for years six through 10 of the lease term. Fixed rent payments for the extension term are increased from $45,000 by the percentage increase, if any, in the consumer price index from the lease commencement date. In addition, under the agreement, the Company is required to pay its share of estimated property taxes and operating expenses, both of which are variable lease expenses.

In conjunction with the closing of the ACME Transaction, the Company entered into an operating lease for certain land and facilities owned by a former member of ACME who became a full-time employee of the Company. The lease term of the lease ran through December 31, 2024 and included an option to extend the lease for one successive period of one year through December 2025, which was not executed by the Company. Base rent for the term of the lease was $17,000 per month for the first six months with payment commencing on July 1, 2023. The fixed rent payment was escalated to $18,000 per month for the twelve month period ending December 31, 2024. In addition, under the agreement, the Company was required to pay its share of estimated property taxes and operating expenses, both of which are variable lease expenses. Following the expiration of the ACME facilities lease, ACME moved its operations to the aforementioned Jake Marshall leased facilities.

In conjunction with the closing of the Industrial Air Transaction, the Company entered into an operating lease for certain land and facilities owned by a former member of Industrial Air who became a full-time employee of the Company. The lease term of the lease runs through August 31, 2026 and includes an option to extend the lease for two successive periods of three years each through August 2032. Base rent for the term of the lease is $26,500 per month for the first thirty-three months with payment commencing on November 1, 2023. The fixed rent payment is escalated to $27,563 per month for the first three year extension period ending August 31, 2029 and to $28,941 per month for the second three year extension period ending on August 31, 2032. In addition, under the agreement, the Company is required to pay its share of estimated property taxes and operating expenses, both of which are variable lease expenses.

Southern California Sublease. In June 2021, the Company entered into a sublease agreement with a third party for the entire ground floor of its leased space in Southern California, consisting of 71,787 square feet. Under the terms of the sublease agreement, the sublessee is obligated to pay the Company base rent of approximately $0.6 million per year, which is subject to a 3.0% annual rent increase, plus certain operating expenses and other costs. The initial lease term commenced in September 2021 and continues through April 30, 2027. As of March 31, 2025, the Company remains obligated under the original lease for such office space and, in the event the sublessee of such office space fails to satisfy its obligations under the sublease, the Company would be required to satisfy its obligations directly to the landlord under such original lease.

In addition, during the first quarter of 2022, the Company entered into an amendment to the aforementioned sublease agreement, which, among other things, expanded the sublease premises to include the entire second floor of its leased space in Southern California, consisting of 16,720 square feet. Under the terms of the amended sublease agreement, the sublessee is obligated to pay the Company base rent of approximately $0.8 million per year, which is subject to a 3.0% annual rent increase, plus certain operating expenses and other costs. The amended sublease term commenced in March 2022 and continues through April 30, 2027.

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For both the three months ended March 31, 2025 and 2024, the Company recorded approximately $0.3 million of income in selling, general and administrative expense related to this sublease agreement.

The following table summarizes the lease amounts included in the Company's condensed consolidated balance sheets:


(in thousands)	Classification on the Condensed Consolidated Balance Sheets	March 31, 2025		December 31, 2024
Assets
Operating	Operating lease right-of-use assets(1)(2)	$	20,516	$	21,539
Finance	Property and equipment, net(3)(4)	14,119		13,966
Total lease assets		$	34,635	$	35,505

Liabilities
Current
Operating	Current operating lease liabilities	$	4,192	$	4,093
Finance	Current portion of long-term debt	3,419		3,314
Noncurrent
Operating	Long-term operating lease liabilities	16,682		17,766
Finance	Long-term debt(5)	14,058		13,925
Total lease liabilities		$	38,351	$	39,098

(1) Operating lease assets are recorded net of accumulated amortization of $14.8 million at March 31, 2025 and $14.1 million at December 31, 2024.

(2) Includes approximately $0.9 million at both March 31, 2025 and December 31, 2024, respectively, related to a below-market lease recognized as a result of the Industrial Air Transaction, which was recorded as an increase to the Company’s operating lease right-of-use assets on its condensed consolidated balance sheet. The below-market lease will be amortized to amortization expense over the remaining lease term.

(3) Finance lease vehicle assets are recorded net of accumulated amortization of $5.7 million at March 31, 2025 and $5.0 million at December 31, 2024.

(4) Includes approximately $2.4 million of net property assets associated with the Company's Pontiac Facility at both March 31, 2025 and December 31, 2024, respectively.

(5) Includes approximately $5.4 million associated with the Company's sale and leaseback financing transaction at both March 31, 2025 and December 31, 2024. See Note 6 for further detail.

The following table summarizes the lease costs included in the Company's condensed consolidated statements of operations for the three months ended March 31, 2025 and 2024:


		Three Months Ended March 31,
(in thousands)	Classification on the Condensed Consolidated Statement of Operations		2025		2024
Operating lease cost	Cost of revenue(1)		$	858	$	588
Operating lease cost	Selling, general and administrative(1)		447		726
Finance lease cost
Amortization	Cost of revenue(2)		929		740
Interest	Interest expense, net(2)		176		119
Total lease cost			$	2,410	$	2,173

(1) Operating lease costs recorded in cost of revenue included $0.1 million of variable lease costs for both the three months ended March 31, 2025 and 2024. In addition, $0.1 million of variable lease costs are included in selling, general and administrative for both the three months ended March 31, 2025 and 2024, respectively. These variable costs consist of the Company's proportionate share of operating expenses, real estate taxes and utilities.

(2) Finance lease costs recorded in cost of revenue include variable lease costs of $1.1 million and $1.0 million for the three months ended March 31, 2025 and 2024, respectively. These variable lease costs consist of fuel, maintenance, and sales tax charges.

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The future undiscounted minimum finance lease payments, as reconciled to the discounted minimum lease obligation indicated on the Company’s condensed consolidated balance sheets within current and long-term debt, less interest, and under current and long-term operating leases, less imputed interest, as of March 31, 2025 were as follows (in thousands):


	Finance Lease Obligations						Operating Lease Obligations
Year ending:	Vehicles		Pontiac Facility		Total Finance		Non-Related Party		Related Party(1)		Total Operating		Sublease Receipts(2)
Remainder of 2025	$	3,045	$	397	$	3,442	$	3,395	$	574	$	3,969	$	818
2026	3,562		542		4,104		4,609		770		5,379		1,132
2027	2,670		555		3,225		3,451		871		4,322		495
2028	1,974		569		2,543		2,498		871		3,369		14
2029	2,154		583		2,737		1,799		876		2,675		—
Thereafter	191		13,149		13,340		753		4,121		4,874		—
Total minimum lease payments	13,596		15,795		29,391		16,505		8,083		24,588		$	2,459
Financing Component (3)	(1,470)		(10,444)		(11,914)		(1,986)		(1,728)		(3,714)
Net present value of minimum lease payments	12,126		5,351		17,477		14,519		6,355		20,874
Less: current portion of finance and operating lease obligations	(3,419)		—		(3,419)		(3,752)		(440)		(4,192)
Long-term finance and operating lease obligations	$	8,707	$	5,351	$	14,058	$	10,767	$	5,915	$	16,682

(1) Associated with the aforementioned related party leases entered into with former members of JMLLC and Industrial Air.

(2) Associated with the aforementioned third party sublease agreement.

(3) The financing component for finance lease obligations represents the interest component of finance leases that will be recognized as interest expense in future periods. The financing component for operating lease obligations represents the effect of discounting the lease payments to their present value.

The following is a summary of the lease terms and discount rates as of:


	March 31, 2025		December 31, 2024
Weighted average lease term (in years):
Operating	5.73		5.90
Finance (1)	3.79		3.84

Weighted average discount rate:
Operating	6.02	%	6.02	%
Finance (1)	5.99	%	6.06	%

(1) Excludes the weighted average lease term and weighted average discount rate associated with the aforementioned sale-leaseback financing transaction, which has a Primary Term of 25 years and utilized an implicit rate of 11.11%. See Note 6 for further detail.

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The following is a summary of other information and supplemental cash flow information related to finance and operating leases:


	Three months ended March 31,
(in thousands)	2025		2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	1,296	$	1,250
Operating cash flows from finance leases	163		121
Financing cash flows from finance leases	851		695
Right-of-use assets exchanged for lease liabilities:
Operating leases	—		2,097
Finance leases	1,318		308

Right-of-use assets disposed or adjusted modifying finance leases liabilities	—		(41)

Note 13 – Commitments and Contingencies

Legal. The Company is continually engaged in administrative proceedings, arbitrations, and litigation with owners, general contractors, suppliers, employees, former employees and other unrelated parties, all arising in the ordinary courses of business. The ultimate resolution of these contingencies could, individually or in the aggregate, be material to the condensed consolidated financial statements. In the opinion of the Company’s management, the current belief is that the results of these actions will not have a material adverse effect on the financial position, results of operations, or cash flows of the Company.

Surety. The terms of its construction contracts frequently require that the Company obtain from surety companies, and provide to its customers, payment and performance bonds (“Surety Bonds”) as a condition to the award of such contracts. The Surety Bonds secure the Company's payment and performance obligations under such contracts, and the Company has agreed to indemnify the surety companies for amounts, if any, paid by them in respect of Surety Bonds issued on its behalf. In addition, at the request of labor unions representing certain of the Company's employees, Surety Bonds are sometimes provided to secure obligations for wages and benefits payable to or for such employees. Public sector contracts require Surety Bonds more frequently than private sector contracts, and accordingly, the Company's bonding requirements typically increase as the amount of public sector work increases. As of March 31, 2025, the Company had approximately $113.0 million in surety bonds outstanding. The Surety Bonds are issued by surety companies in return for premiums, which vary depending on the size and type of bond.

Collective Bargaining Agreements. Many of the Company’s craft labor employees are covered by collective bargaining agreements. The agreements require the Company to pay specified wages, provide certain benefits and contribute certain amounts to multi-employer pension plans. If the Company withdraws from any of the multi-employer pension plans or if the plans were to otherwise become underfunded, the Company could incur additional liabilities related to these plans. Although the Company has been informed that some of the multi-employer pension plans to which it contributes have been classified as “critical” status, the Company is not currently aware of any significant liabilities related to this issue.

Self-insurance. The Company is substantially self-insured for workers’ compensation and general liability claims, in the view of the relatively high per-incident deductibles the Company absorbs under its insurance arrangements for these risks. The Company purchases workers’ compensation and general liability insurance under policies with per-incident deductibles of $250,000 per occurrence and a $4.6 million maximum aggregate deductible loss limit per year. Losses incurred over primary policy limits are covered by umbrella and excess policies up to specified limits with multiple excess insurers. The Company accrues for the unfunded portion of costs for both reported claims and claims incurred but not reported. The liability for unfunded reported claims and future claims is reflected on the condensed consolidated balance sheets as current and non-current liabilities. The liability is determined by establishing a reserve for each reported claim on a case-by-case basis based on the nature of the claim and historical loss experience for similar claims plus an allowance for the cost of incurred but not reported claims. The current portion of the liability is included in accrued expenses and other current liabilities on the condensed consolidated balance sheets. The non-current portion of the liability is included in other long-term liabilities on the condensed consolidated balance sheets.

The Company is self-insured related to medical and dental claims under policies with annual per-claimant and annual aggregate stop-loss limits. The Company accrues for the unfunded portion of costs for both reported claims and claims incurred but not reported. The liability for unfunded reported claims and future claims is reflected on the condensed consolidated balance sheets as a current liability in accrued expenses and other current liabilities.

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The components of the self-insurance liability as of March 31, 2025 and December 31, 2024 are as follows:


(in thousands)	March 31, 2025		December 31, 2024
Current liability — workers’ compensation and general liability	$	275	$	395
Current liability — medical and dental	624		485
Non-current liability	450		505
Total liability	$	1,349	$	1,385
Restricted cash	$	65	$	65

The restricted cash balance represents an imprest cash balance set aside for the funding of workers' compensation and general liability insurance claims. This amount is replenished either when depleted or at the beginning of each month.

Note 14 – Management Incentive Plans

The Company initially adopted the Omnibus Incentive Plan on July 20, 2016 for the purpose of: (a) encouraging the profitability and growth of the Company through short-term and long-term incentives that are consistent with the Company’s objectives; (b) giving participants an incentive for excellence in individual performance; (c) promoting teamwork among participants; and (d) giving the Company a significant advantage in attracting and retaining key employees, directors and consultants. To accomplish such purposes, the Omnibus Incentive Plan, and such subsequent amendments to the Omnibus Incentive Plan, provides that the Company may grant options, stock appreciation rights, restricted shares, RSUs, performance-based awards (including performance-based restricted shares and restricted stock units), other share-based awards, other cash-based awards or any combination of the foregoing.

Following the approval of the 2023 Amended and Restated Omnibus Incentive Plan, the Company has reserved 3,050,000 shares of its common stock for issuance. The number of shares issued or reserved pursuant to the Omnibus Incentive Plan will be adjusted by the plan administrator, as they deem appropriate and equitable, as a result of stock splits, stock dividends, and similar changes in the Company’s common stock. In connection with the grant of an award, the plan administrator may provide for the treatment of such award in the event of a change in control. Historically, all awards are made in the form of shares only.

Effective January 1, 2025, the Company adopted a Severance and Change in Control Plan (the “Severance Plan”). The purpose of the Severance Plan is to provide financial support to a group of senior-level executives of the Company following a qualifying termination of employment, consistent with the Company’s values and culture and to help attract and retain highly qualified employees essential to the Company’s success.

Service-Based Awards

The Company grants service-based stock awards in the form of RSUs. Service-based RSUs granted to executives, employees, and non-employee directors vest ratably, on an annual basis, over three years and in the case of certain awards to non-employee directors, over one year. The grant date fair value of the service-based awards was equal to the closing market price of the Company’s common stock on the date of grant. For the three months ended March 31, 2025 and 2024, the Company recognized $0.6 million and $0.5 million of non-cash stock-based compensation expense related to outstanding service-based RSUs, respectively.

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The following table summarizes the Company's service-based RSU activity for the three months ended March 31, 2025:


	Awards	Weighted-Average Grant Date Fair Value
Unvested at December 31, 2024	149,806	$	22.79
Granted	30,481	85.09
Vested	(89,858)	19.88
Forfeited	(152)	45.47
Unvested at March 31, 2025	90,277	$	46.68

Performance-Based Awards

The Company has granted performance-based restricted stock units (“PRSUs”) under which shares of the Company’s common stock may be earned based on the Company’s performance compared to defined metrics. The number of shares earned under a performance award may vary from zero to 150% of the target shares awarded, based upon the Company’s performance compared to the metrics. The metrics used for the grant are determined by the Company’s Compensation Committee of the Board of Directors and are based on internal measures such as the achievement of certain predetermined adjusted EBITDA and EBITDA margin performance goals generally over a three-year period.

The Company recognizes non-cash stock-based compensation expense for these awards over the vesting period based on the projected probability of achievement of the performance conditions as of the end of each reporting period during the performance period and may periodically adjust the recognition of such expense, as necessary, in response to any changes in the Company’s forecasts with respect to the performance conditions. For both the three months ended March 31, 2025 and 2024, the Company recognized $0.7 million, respectively, of non-cash stock-based compensation expense related to outstanding PRSUs. All unvested PRSU awards as of March 31, 2025 are related to awards granted in fiscal years 2023 and 2024.

The following table summarizes the Company's PRSU activity for the three months ended March 31, 2025:


	Awards	Weighted-Average Grant Date Fair Value
Unvested at December 31, 2024	496,286	$	15.91
Granted	—	—
Performance factor adjustment(1)	106,471	8.21
Vested	(319,430)	8.21
Forfeited	(452)	45.47
Unvested at March 31, 2025	282,875	$	21.67

(1) Performance-based awards covering the three-year period ended December 31, 2024 were paid out in the first quarter of 2025 based on the approval of the Company's Compensation Committee. The performance factor during the measurement period used to determine compensation payouts was 150% of the pre-defined metric target of 100%, which resulted in a positive performance factor adjustment and the issuance of 106,471 shares of the Company's common stock as additional awards associated with the original grant.

Market-Based Awards

During the first quarter of 2025, the Company granted market-based RSUs (“MRSUs”) to certain employees that vest based on the Company's total shareholder return (“TSR”) relative to the TSR of the Russell 2000 Index over a three-year performance period. The number of shares that ultimately vest can range from 0% to 150% of the target award, based on the Company's TSR percentile ranking relative to the Russell 2000 Index constituents during the performance period.

Because vesting is subject to a market condition, the grant date fair value of these awards was estimated using a Monte Carlo simulation model. The assumptions used in the model included expected volatility for the Company and the Russell 2000 Index, risk-free interest rates, expected dividend yields, and the correlation between the Company's stock and the Russell 2000 Index. The grant date fair value is expensed over the requisite three-year performance period using a straight-line method, as long as the employee remains employed during the performance period. For the three months ended March 31, 2025, the Company

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recognized $0.3 million of non-cash stock-based compensation expense related to outstanding MRSUs. No MRSUs were outstanding during the three months ended March 31, 2024.


	Awards	Weighted-Average Grant Date Fair Value
Unvested at December 31, 2024	—	$	—
Granted	49,460	89.75
Vested	—
Forfeited	—	—
Unvested at March 31, 2025	49,460	$	89.75

Stock-Based Compensation Expense

Total recognized non-cash stock-based compensation expense amounted to $1.6 million and $1.2 million for the three months ended March 31, 2025 and 2024, respectively. The aggregate fair value as of the vest date of RSUs that vested during the three months ended March 31, 2025 and 2024 was $29.7 million and $16.8 million, respectively. Total non-cash unrecognized stock-based compensation expense related to unvested RSUs that are probable of vesting was $10.4 million at March 31, 2025. These costs are expected to be recognized over a weighted average period of 2.05 years.

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

The following discussion should be read in conjunction with the condensed consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause actual results to differ materially from our management’s expectations. See “Cautionary Note Regarding Forward-Looking Statements” contained above in this Quarterly Report on Form 10-Q. The Company assumes no obligation to update any of these forward-looking statements, unless required to do so by applicable law.

Unless the context otherwise requires, a reference to a “Note” herein refers to the accompanying Notes to Condensed Consolidated Financial Statements (Unaudited) contained in Part I, "Item 1. Financial Statements."

Overview

The Company is a building systems solutions firm that partners with building owners and facilities managers with mission critical mechanical (heating, ventilation and air conditioning), electrical, and plumbing infrastructure. The Company strives to be an indispensable partner to its customers by providing services that are essential to the operation of their businesses. The Company has approximately 1,400 team members in 20 offices across the eastern United States. The Company’s team members uniquely combine engineering expertise with field installation skills to provide custom solutions that leverage its full life-cycle capabilities, which allows it to address both the operational and capital projects needs of its customers.

The Company’s core market sectors consist of the following customer base with mission-critical systems:

•Healthcare, including research, acute care and inpatient hospitals for regional and national hospital groups;

•Industrial and manufacturing, including automotive, energy and general manufacturing plants;

•Data centers, including facilities composed of networked computers, storage systems and computing infrastructure that organizations use to assemble, process, store and disseminate large amounts of data;

•Life sciences, including organizations and companies whose work is centered around research and development focused on living things;

•Higher education, including both public and private colleges, universities and research centers; and

•Cultural and entertainment, including entertainment facilities (including casinos) and amusement rides and parks.

The Company operates in two segments, (i) ODR, in which the Company performs owner direct projects and/or provides maintenance or service primarily on mechanical, plumbing or electrical systems, building controls and specialty contracting projects to existing buildings direct to, or assigned by, building owners or property managers, and (ii) GCR, in which the Company generally manages new construction or renovation projects that involve primarily mechanical, plumbing, or electrical services awarded to the Company by general contractors or construction managers.

Key Components of Condensed Consolidated Statements of Operations

Revenue

The Company generates revenue principally from fixed-price construction contracts to deliver mechanical, plumbing, and electrical construction services to its customers. The duration of the Company’s contracts generally ranges from three months to two years. Revenue from fixed price contracts is recognized on the cost-to-cost method, measured by the relationship of total cost incurred to total estimated contract costs. Revenue from time and materials service contracts is recognized as services are performed. The Company believes that its extensive experience in mechanical, plumbing, and electrical projects, and its internal cost review procedures during the bidding process, enable it to reasonably estimate costs and mitigate the risk of cost overruns on fixed price contracts.

The Company generally invoices customers on a monthly basis based on a schedule of values that breaks down the contract amount into discrete billing items. Costs and estimated earnings in excess of billings on uncompleted contracts are recorded as a contract asset until billable under the contract terms. Billings in excess of costs and estimated earnings on uncompleted contracts are recorded as a contract liability until the related revenue is recognizable.

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Cost of Revenue

Cost of revenue primarily consists of labor, equipment, material, subcontract and other job costs in connection with fulfilling the terms of the Company’s contracts. Labor costs consist of wages plus taxes, fringe benefits and insurance. Equipment costs consist of the ownership and operating costs of company-owned assets, in addition to outside-rented equipment. If applicable, job costs include estimated contract losses to be incurred in future periods. Due to the varied nature of the Company's services, and the risks associated therewith, contract costs as a percentage of contract revenue have historically fluctuated, and this fluctuation is expected to continue in future periods as well.

Selling, General and Administrative

Selling, general and administrative (“SG&A”) expenses consist primarily of personnel costs for the Company's administrative, estimating, human resources, safety, information technology, legal, finance and accounting team members and executives. Also included in SG&A expenses are non-personnel costs, such as travel-related expenses, legal and other professional fees and other corporate expenses to support the growth of the Company's business and to meet the compliance requirements associated with operating as a public company. Those costs include accounting, human resources, information technology, legal personnel, additional consulting, legal and audit fees, insurance costs, Board of Directors’ compensation and the costs of achieving and maintaining compliance with Section 404 of the Sarbanes-Oxley Act of 2002.

Change in fair value of contingent consideration

The change in fair value of contingent consideration relates to the remeasurement of the contingent consideration arrangements resulting from the acquisitions of each of ACME, Industrial Air, Kent Island and Consolidated Mechanical. As a part of the total consideration for the ACME, Industrial Air, Kent Island and Consolidated Mechanical transactions, the Company initially recognized $1.5 million, $3.2 million and $4.4 million and $0.8 million, respectively, in contingent consideration associated with their respective earnout payments. The carrying values of the ACME, Industrial Air, Kent Island and Consolidated Mechanical Earnout Payments are subject to remeasurement at fair value at each reporting date through the end of the respective earnout periods with any changes in the fair value reported as a separate component of operating income in the condensed consolidated statements of operations. See Note 8 – Fair Value Measurements in the accompanying notes to the Company’s condensed consolidated financial statements for further information.

Amortization of Intangibles

Amortization expense represents periodic non-cash charges that consist of amortization of various intangible assets primarily including favorable leasehold interests and certain customer relationships. As a result of the Jake Marshall Transaction, the Company recognized, in the aggregate, an additional $5.7 million of intangible assets associated with customer relationships with third-party customers, the acquired trade name and acquired backlog. As a result of the ACME Transaction, the Company recognized, in the aggregate, an additional $2.8 million of intangible assets associated with customer relationships with third-party customers and the acquired trade name, inclusive of the impact of certain measurement period adjustments. As a result of the Industrial Air Transaction, the Company recognized, in the aggregate, an additional $8.7 million of intangible assets associated with customer relationships with third-party customers, the acquired trade name, trademarks and intellectual property and the acquired backlog. In addition, as a result of the Kent Island Transaction, the Company recognized, in the aggregate, an additional $10.7 million of intangible assets associated with customer relationships with third-party customers, the acquired trade name and the acquired backlog. Lastly, as a result of the Consolidated Mechanical Transaction, the Company recognized, in the aggregate, an additional $10.1 million of intangible assets associated with customer relationships with third-party customers and the acquired trade name. Each of the Jake Marshall, ACME, Industrial Air, Kent Island and Consolidated Mechanical-related intangible assets were recorded under the acquisition method of accounting at their estimated fair values at the acquisition date. See Note 5 – Goodwill and Intangible Assets for further information on the Company’s intangible assets.

Other (Expenses) Income

Other (expenses) income consists primarily of interest expense incurred in connection with the Company's debt, gains or losses associated with the disposition of property and equipment, changes in fair value of interest rate swaps, and interest income earned from its overnight repurchase agreements and money market investments and the Company's interest rate swap agreement. Deferred financing costs are amortized to interest expense using the effective interest method.

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Provision for Income Taxes

The Company is taxed as a C corporation and its financial results include the effects of federal income taxes, which will be paid at the parent level.

The Company’s provision for income taxes (including federal, state and local taxes) is calculated based on the estimated annual effective tax rate. The Company accounts for income taxes in accordance with ASC Topic 740 - Income Taxes, which requires the use of the asset and liability method. Under this method, deferred tax assets and liabilities and income or expense are recognized for the expected future tax consequences of temporary differences between the financial statement carrying values and their respective tax bases, using enacted tax rates expected to be applicable in the years in which the temporary differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes.

Impact of Acquisitions

In order to provide a more meaningful period-over-period discussion of the Company’s operating results, the Company may discuss amounts generated or incurred (revenues, gross profit, selling, general and administrative expenses, and operating income) from companies acquired. The amounts discussed reflect the acquired companies’ operating results in the current reported period only for the time period these entities were not owned by the Company in the comparable prior reported period.

During 2023, the Company acquired two companies for total cash consideration of $15.3 million, net of cash acquired and inclusive of certain measurement period adjustments. On July 3, 2023, the Company completed an acquisition of Chattanooga, TN-based specialty industrial contractor, ACME, for a purchase price at closing of $5.0 million in cash. The transaction also provided for an earnout of up to $2.5 million potentially being paid out over 2024 and 2025. ACME specializes in performing industrial maintenance, capital project work, and emergency services for specialty chemical and manufacturing customers, and is a leading mechanical solutions provider for hydroelectric producers. On November 1, 2023, the Company completed an acquisition of Greensboro, NC-based specialty mechanical contractor, Industrial Air, for a purchase price at closing of $13.5 million in cash. The transaction also provided for an earnout of up to $6.5 million potentially being paid out over 2025 and 2026. Industrial Air serves industrial customers throughout the Southeast United States and along the Eastern seaboard, focusing on delivering engineered air handling systems, including air condition and air filtration, along with controls systems and maintenance work. In addition, Industrial Air manufactures a wide range of components for air conditioning and filtration systems.

On September 3, 2024, the Company completed an acquisition of Laurel, MD-based specialty mechanical contractor, Kent Island Mechanical, for a purchase price at closing of $15.0 million. The transaction also provided for an earnout of up to $5.0 million potentially being paid out over 2025 and 2026. Kent Island is a leading provider of building systems solutions in the Greater Washington, DC metro area, including suburban Maryland and Northern Virginia. Kent Island excels in designing, engineering, installing, servicing, and maintaining mechanical and plumbing systems for complex facilities. The acquisition expands the Company’s market share within its existing operating footprint, provides further exposure to an attractive customer base and supports the Company's continued ODR growth strategy.

On December 2, 2024, the Company completed an acquisition of Owensboro, Kentucky-based specialty mechanical contractor, Consolidated Mechanical, for a purchase price at closing of $23.0 million. The transaction also provided for an earnout of up to $2.0 million potentially being paid out over 2026 and 2027. Consolidated Mechanical serves the heavy industrial, power and commercial markets. Consolidated Mechanical is a premier provider of mechanical, millwright, steel fabrication, plumbing construction, maintenance, and outage services to owners of complex process systems in the industrial sector. The acquisition extends the Company’s reach into the industrial sector, with new exposure to the power generation, food processing, manufacturing, and metal markets in Kentucky, Illinois and Michigan.

Operating Segments

The Company manages and measures the performance of its business in two operating segments: ODR and GCR. Segment information is prepared on the same basis that the Company’s CODM reviews operating results for the purposes of allocating resources and assessing performance. The Company's CODM is comprised of its President and Chief Executive Officer and Executive Vice President and Chief Financial Officer.

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Comparison of Results of Operations for the three months ended March 31, 2025 and 2024

The following table presents operating results for the three months ended March 31, 2025 and 2024 in dollars and expressed as a percentage of total revenue (except as indicated below), as compared below:


	Three Months Ended March 31,
	2025					2024
(in thousands except for percentages)
Statement of Operations Data:
Revenue:
ODR	$	90,393	67.9	%		$	74,256	62.4	%
GCR	42,715		32.1	%		44,720		37.6	%
Total revenue	133,108		100.0	%		118,976		100.0	%

Gross profit:
ODR	26,161		28.9	%	(1)	22,161		29.8	%	(1)
GCR	10,558		24.7	%	(2)	8,927		20.0	%	(2)
Total gross profit	36,719		27.6	%		31,088		26.1	%





Selling, general and administrative(3)	26,518		19.9	%		22,876		19.2	%

Change in fair value of contingent consideration	427		0.3	%		623		0.5	%
Amortization of intangibles	1,863		1.4	%		1,057		0.9	%
Total operating income	7,911		5.9	%		6,532		5.5	%

Other income	80		0.1	%		727		0.6	%
Total income before income taxes	7,991		6.0	%		7,259		6.1	%
Income tax benefit	(2,223)		(1.7)	%		(327)		(0.3)	%
Net income	$	10,214	7.7	%		$	7,586	6.4	%

(1)As a percentage of ODR revenue.

(2)As a percentage of GCR revenue.

(3)Included within selling, general and administrative expenses was $1.6 million and $1.2 million of non-cash stock-based compensation expense for the three months ended March 31, 2025 and 2024, respectively.

Revenue


	Three Months Ended March 31,
	2025		2024		Increase/(Decrease)
(in thousands except for percentages)
Revenue:
ODR	$	90,393	$	74,256	$	16,137	21.7	%
GCR	42,715		44,720		(2,005)		(4.5)	%
Total revenue	$	133,108	$	118,976	$	14,132	11.9	%

Revenue for the three months ended March 31, 2025 increased by $14.1 million compared to the three months ended March 31, 2024. ODR revenue increased by $16.1 million, or 21.7%, while GCR revenue decreased by $2.0 million, or 4.5%. The increase in period-over-period ODR segment revenue was primarily due to the Company's continued focus on the accelerated growth of its ODR business and as a result of the Consolidated Mechanical Transaction. The decrease in period-over-period GCR segment revenue was primarily due to the Company’s continued focus on the execution of its mix-shift strategy to ODR, partially offset by an increase in GCR revenue associated with the operations of Kent Island. Kent Island and Consolidated Mechanical were not acquired entities of the Company for the three months ended March 31, 2024.

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Gross Profit


	Three Months Ended March 31,
	2025			2024			Increase/(Decrease)
(in thousands except for percentages)
Gross profit:
ODR	$	26,161		$	22,161		$	4,000	18.0	%
GCR	10,558			8,927			1,631		18.3	%
Total gross profit	$	36,719		$	31,088		$	5,631	18.1	%

Total gross profit as a percentage of total revenue	27.6		%	26.1		%

The Company's gross profit for the three months ended March 31, 2025 increased by $5.6 million compared to the three months ended March 31, 2024. ODR gross profit increased $4.0 million, or 18.0%, due to an increase in revenue despite slightly lower segment margins of 28.9% versus 29.8% resulting from certain ODR-related project write-ups recognized in the first quarter of 2024. GCR gross profit increased $1.6 million, or 18.3%, due to higher margins on project work period-over-period despite lower revenue. The total gross profit percentage increased from 26.1% for the three months ended March 31, 2024 to 27.6% for the same period ended in 2025, mainly driven by the mix of higher margin ODR segment work and the Company continuing to be more selective when pursuing GCR work.

During the three months ended March 31, 2025 and 2024, the Company recorded revisions in its contract estimates for certain ODR and GCR projects. During the three months ended March 31, 2025, the Company recorded a material gross profit write-up on one GCR project for a total of $0.9 million that had a net gross profit impact of $0.5 million or more. During the three months ended March 31, 2024, the Company recorded material gross profit write-ups on two ODR projects for a total of $2.0 million that had a net gross profit impact of $0.5 million or more. There were no material gross profit write-downs recognized during the three months ended March 31, 2025 and 2024.

Selling, General and Administrative


	Three Months Ended March 31,
	2025			2024			Increase/(Decrease)
(in thousands except for percentages)



Selling, general and administrative	$	26,518		$	22,876		$	3,642	15.9	%

Total selling, general and administrative as a percentage of total revenue	19.9		%	19.2		%

The Company's SG&A expense for the three months ended March 31, 2025 increased by approximately $3.6 million compared to the three months ended March 31, 2024. The Company’s SG&A expense for the three months ended March 31, 2025 increased due to a $2.0 million increase in payroll related expenses, a $0.5 million increase in professional services fees, a $0.4 million increase in non-cash stock-based compensation expenses and a $0.2 million increase in travel and entertainment related expenses. These variances include SG&A associated with Kent Island and Consolidated Mechanical, which were not acquired entities of the Company during the three months ended March 31, 2024. As a result of these factors, SG&A expense as a percentage of revenue increased to 19.9% for the three months ended March 31, 2025 as compared to 19.2% for the three months ended March 31, 2024.

Change in Fair Value of Contingent Consideration

The change in fair value of the Earnout Payments contingent consideration was an expense of $0.4 million and $0.6 million for the three months ended March 31, 2025 and 2024, respectively. These increases to the contingent liability were primarily attributable to the timing component and probability of meeting the gross profit margins associated with the contingent consideration arrangements as of March 31, 2025 and 2024. See Note 8 – Fair Value Measurements in the accompanying notes to the Company’s condensed consolidated financial statements for further information on the Company's earnout arrangements.

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Amortization of Intangibles


	Three Months Ended March 31,
	2025		2024		Increase/(Decrease)
(in thousands except for percentages)
Amortization of intangibles	$	1,863	$	1,057	$	806	76.3	%

Total amortization expense for the three months ended March 31, 2025 and 2024 was $1.9 million and $1.1 million, respectively. The period-over-period increase is a result of the Kent Island and Consolidated Mechanical acquisitions, which were not acquired entities of the Company during the three months ended March 31, 2024. See Note 5 - Goodwill and Intangibles in the accompanying notes to the Company’s condensed consolidated financial statements for further information on the Company's intangible assets.

Other Income (Expenses)


	Three Months Ended March 31,
	2025		2024		Change
(in thousands except for percentages)
Other income (expenses):
Interest expense	$	(526)	$	(475)	$	(51)	10.7	%
Interest income	370		562		(192)		(34.2)	%
Gain on disposition of property and equipment	333		491		(158)		(32.2)	%
(Loss) gain on change in fair value of interest rate swap	(97)		149		(246)		(165.1)	%



Total other income (expenses)	$	80	$	727	$	(647)	(89.0)	%

Total other income for the three months ended March 31, 2025 was less than $0.1 million as compared to $0.7 million for the three months ended March 31, 2024. The change period-over-period was primarily driven by a $0.2 million loss period-over-period associated with the Company's interest rate swap arrangement, a $0.2 million decrease in interest income related to lower interest rates and a lower average amount of cash invested in overnight repurchase agreements and money market funds, and a $0.2 million decrease in gains associated with the disposition of certain property and equipment.

Income Taxes

The Company recorded an income tax benefit of $2.2 million for the three months ended March 31, 2025 compared to an income tax benefit of $0.3 million for the three months ended March 31, 2024. The effective tax rate was (27.8)% and (4.5)% for the three months ended March 31, 2025 and 2024, respectively. The difference between the U.S. federal statutory tax rate and the Company’s effective tax rate period-over-period was primarily due to state income taxes, tax credits, other permanent adjustments and discrete tax items. In particular, the Company’s effective rate for the three months ended March 31, 2025 and 2024 were materially impacted by “excess tax benefits on stock-based compensation” recognized discretely during the first quarter of each year as a result of the Company’s stock price at the RSU vesting dates resulting in increased tax deductions for the Company. This benefit reduced the effective tax rate by 53.5% and 35.1% for the three months ended March 31, 2025 and 2024 respectively, with the impact varying in prior years.

ODR and GCR Backlog Information

The Company refers to its estimated revenue on uncompleted contracts, including the amount of revenue on contracts for which work has not begun, less the revenue it had recognized under such contracts, as “backlog.” Backlog includes unexercised contract options. The Company’s backlog includes projects that have a written award, a letter of intent, a notice to proceed or an agreed upon work order to perform work on mutually accepted terms and conditions. Additionally, the difference between the Company’s backlog and remaining performance obligations is due to the portion of unexercised contract options that are excluded, under certain contract types, from the Company’s remaining performance obligations as these contracts can be canceled for convenience at any time by the Company or the customer without considerable cost incurred by the customer. In addition to the Company's backlog, it has a substantial amount of contracts with short lead times that book-and-bill within the same reporting period and are not included in backlog. Additional information related to the Company’s remaining performance obligations is provided in Note 4.

The Company's ODR backlog as of March 31, 2025 was $249.0 million compared to $225.3 million as of December 31, 2024. These amounts reflect unrecognized revenue expected to be recognized over the remaining terms of its service contracts and

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projects. Based on historical trends, the Company currently estimates that 87% of its ODR backlog as of March 31, 2025 will be recognized as revenue over the remainder of 2025. The Company believes its ODR backlog increased due to its continued focus on the accelerated growth of its ODR business.

The Company's GCR backlog as of March 31, 2025 was $120.2 million compared to $140.0 million at December 31, 2024. Projects are brought into backlog once the Company has been provided a written confirmation of award and the contract value has been established. At any point in time, the Company has a substantial volume of projects that are specifically identified and advanced in negotiations and/or documentation, however those projects are not booked as backlog until the Company has received written confirmation from the owner or the general contractor / construction manager of their intention to award it the contract and they have directed the Company to begin engineering, designing, incurring construction labor costs or procuring needed equipment and material. The Company’s GCR projects tend to be built over a 12- to 24-month schedule depending upon scope and complexity. Most major projects have a preconstruction planning phase which may require months of planning before actual construction commences. The Company is occasionally employed to deliver a “fast-track” project, where construction commences as the preconstruction planning work continues. As work on the Company’s projects progress, it increases or decreases backlog to take into account its estimate of the effects of changes in estimated quantities, changes in conditions, change orders and other variations from initially anticipated contract revenue, and the percentage of completion of the Company’s work on the projects. Based on historical trends, the Company currently estimates that 63% of its GCR backlog as of March 31, 2025 will be recognized as revenue over the remainder of 2025. Additionally, the reduction in GCR backlog has been intentional as the Company looks to focus on higher margin projects than it has done historically, as well as its focus on smaller, higher margin owner direct projects.

Market Update

The Company is closely monitoring evolving macroeconomic conditions and heightened geopolitical risks. During the first quarter of 2025, there was a marked increase in economic and trade policy uncertainty globally. Rising trade tensions and changes to trade policy could adversely impact global growth and contribute to inflationary pressures. Global conflicts, tariffs, labor disruptions, and regulations continue to generate volatility in markets and can contribute to supply chain vulnerabilities and pricing fluctuations. The Company remains proactive in its collaboration with suppliers to mitigate potential shortages and reduce supply and price volatility. The Company anticipates a higher level of uncertainty with respect to inflation and other macroeconomic trends.

While the impact of these factors remains uncertain, the Company continues to evaluate the extent to which they may impact its business, financial condition or results of operations. There can be no assurance that the Company's actions will serve to mitigate such impacts in future periods. In periods of economic uncertainty, businesses and organizations may delay or cancel large capital projects, such as new construction or major mechanical system upgrades. The Company’s service contracts and maintenance work often remain stable or even increase, as customers prioritize maintaining existing systems over capital-intensive replacements. Further, economic downturns may lead to increased competition and pricing pressures, impacting revenue and margins. The Company believes that its diversified customer offerings reduce its exposure to market volatility. While the Company believes its remaining performance obligations are firm, and its customers have not provided the Company with indications that they no longer wish to proceed with planned projects, prolonged delays in the receipt of critical equipment could result in the Company's customers seeking to terminate existing or pending agreements. Any of these events could have a material adverse effect on the Company’s business, financial condition and/or results of operations.

Outlook for 2025

The Company focuses on creating value for building owners by developing long-term relationships and becoming an indispensable partner to building owners with mission-critical systems. For 2025, the key objectives of the Company’s strategy are to 1) improve profitability and generate quality growth in its operations by shifting to the ODR segment; 2) expand margins through evolved offerings, and 3) scale the business through acquisitions. To accomplish these objectives, the Company currently is executing the following initiatives:

In focusing on improved profitability and generating quality growth in its operation, the Company has dedicated and continues to dedicate, its resources toward the growth of its ODR segment as the scope of offerings provided within the Company’s ODR segment typically yield higher margins when compared to its GCR segment work. During fiscal year 2023, the Company eclipsed its ODR-related revenue target, generating a 50/50 segment revenue mix. For 2024, the Company further expanded its growth within the ODR segment where it generated 66.6% of total consolidated revenue, achieving its 2024 ODR segment revenue target of 65-70%. The Company believes it maintains a disciplined approach, capable of providing a full life-cycle of engineered solutions and craft expertise enabling it to be a one-stop-shop for building owners. The Company continues to make investments to expand its ODR revenue by increasing the value it can offer to building owners and continues to evaluate areas in which it could expand the breadth of its offerings to better serve its customers. In addition, the Company continues to expand

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its owner-direct offerings to include other digital solutions to manage and monitor the performance of building systems, including data analytics, energy consumption and sustainability. These services allow the Company to develop new revenue streams, leveraging its professional services capabilities to support multi-location regional and national customers in core end-markets, and to drive energy retrofit and performance optimization projects for building owners.

In the Company’s GCR segment, its efforts continue to focus on improving project execution and profitability by pursuing opportunities that are smaller in size and shorter in duration than they have been historically, and where it can leverage its captive design and engineering services. The Company believes that it is appropriate in the current contracting environment to reduce risk and exposure to large, complex, non-owner direct projects where the trend has been for such jobs to provide risks that are difficult to mitigate. Currently, management believes the historical industry pricing and associated risks for this type of work does not align with the Company’s stakeholders’ expectations, and therefore, the Company continues to take steps to actively reduce these risks as it looks at future job selection and as it completes current jobs.

The Company continues to focus on expanding its margins by evolving and enhancing its current offerings to building owners. This initiative reflects the Company’s commitment to driving sustainable growth, increasing operational efficiency and delivering greater value to its stakeholders. This evolution is designed to align more closely with current market demands, emerging customer preferences and operational efficiencies, which together contribute to margin expansion. The Company aims to differentiate itself from its competitors by being a one-stop-shop for building owners, capable of providing a full life-cycle of engineered solutions and craft expertise. By meeting diverse customer needs under one roof, the Company deepens customer loyalty. The Company believes that building owners value the convenience and reliability of a single point of contact, which fosters long-term partnerships, reoccurring business and may open doors to larger capital projects. In addition, by evolving its offerings, the Company is able to capture a greater share of the value chain.

Additionally, the Company believes that it can further increase its cash flow and operating income by acquiring strategically synergistic companies that will increase the Company’s geographic footprint, supplement the Company’s current business model, address capability gaps and enhance the breadth of its offerings to better serve its customers. The Company has dedicated and continues to dedicate its resources to seek opportunities to acquire and integrate businesses that have attractive market positions, supports the Company’s ODR growth strategy, expands and/or supplements the Company’s current breadth of offerings and is culturally compatible. See Note 3 for further information on the Company’s most recent acquisition activity.

Given the broad suite of offerings to customers within the Company’s market concentrations, management uses a variety of factors to attempt to predict the outlook for the Company. The Company monitors key competitors and customers in order to gauge relative performance and the outlook for the future. The Company regularly performs detailed evaluations of different market verticals in which it serves to proactively detect trends and to adapt its strategies accordingly, including potential triggers and actions to be taken under recessionary scenarios.

The Company continues to monitor the impact that the inflationary cost environment has on its cost structure. Although global supply chain and resource constraints have improved throughout the year, the Company’s performance may be impacted by future developments that are uncertain. In addition, geopolitical risks and macroeconomic events could cause disruptions to operations, supply chains and end markets, tightening credit conditions, higher interest rates, global banking uncertainty and the possibility of deteriorating overall economic conditions which could negatively impact the Company’s business.

Seasonality, Cyclicality and Quarterly Trends

Severe weather can impact the Company’s operations. In the northern climates where it operates, and to a lesser extent the southern climates as well, severe winters can slow the Company’s productivity on construction projects, which shifts revenue and gross profit recognition to a later period. The Company’s maintenance operations may also be impacted by mild or severe weather. Mild weather tends to reduce demand for its maintenance services, whereas severe weather may increase the demand for its maintenance and time-and-materials services. The Company’s operations also experience mild cyclicality, as building owners typically work through maintenance and capital projects at an increased level during the third and fourth calendar quarters of each year.

Effect of Inflation and Tariffs

The prices of products such as steel, pipe, copper and equipment from manufacturers are subject to fluctuation and increases. It is difficult to accurately measure the impact of inflation, tariffs and price escalation due to the imprecise nature of the estimates required. However, these effects are, at times, material to the Company’s results of operations and financial condition. During 2024, the Company experienced higher cost of materials on specific projects and delays in its supply chain for equipment and service vehicles from the manufacturers. When appropriate, the Company includes cost escalation factors into its bids and proposals, and limits the acceptance time of its bid. In addition, the Company is often able to mitigate the impact of future price increases by entering into fixed price purchase orders for materials and equipment and subcontracts on its projects.

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Notwithstanding these efforts, if the Company experiences significant disruptions to its supply chain, it may need to delay certain projects that would otherwise be accretive to its business, and this may also impact the conversion rate of its current backlog into revenue.

In February 2025, the United States government imposed new import tariffs, including duties on steel and aluminum. The higher cost of imported steel and aluminum has prompted domestic suppliers to raise their own prices for these inputs. These tariffs, along with any additional duties or trade restrictions that may be enacted by the United States or other countries, could increase costs, alter competitive dynamics and reduce the availability of steel, aluminum, resins and other imported components and materials. Because the Company’s ODR segment typically operates on a short sales cycle, it can often pass cost increases on to the customers; however, the Company may be unable to offset all price increases or to secure adequate alternative sources of supply in a timely manner. Although retaliatory tariffs imposed by other countries on the United States have not yet had a material impact, future developments are uncertain, and the ultimate effect of current or future tariffs on the Company cannot be quantified at this time. Currently the environment related to both domestic and foreign tariffs is fluid and evolving and it is likely that such matters will continue to develop. Given that these matters have been hard to anticipate and are continuing to evolve it is not practical for the Company to predict what, if any, impact these matters may have on the Company in the near and long term but as those matters develop it is possible that the imposition of tariffs and similar matters may impact the Company, and in some cases in material ways.

Liquidity and Capital Resources

Cash Flows

The Company's liquidity needs relate primarily to the provision of working capital (defined as current assets less current liabilities) to support operations, funding of capital expenditures, and investment in strategic opportunities. Historically, liquidity has been provided by operating activities and borrowings from commercial banks and institutional lenders.

The following table presents summary cash flow information for the periods indicated:


	Three Months Ended March 31,
	2025		2024
(in thousands)
Net cash provided by (used in):
Operating activities	$	2,241	$	(3,944)
Investing activities	(1,925)		(1,976)
Financing activities	(7,156)		(5,674)
Net decrease in cash, cash equivalents and restricted cash	$	(6,840)	$	(11,594)

Noncash investing and financing transactions:


Right of use assets obtained in exchange for new operating lease liabilities	$	—	$	2,097
Right of use assets obtained in exchange for new finance lease liabilities	1,318		308

Right of use assets disposed or adjusted modifying finance lease liabilities	—		(41)
Interest paid	526		484
Cash paid for income taxes	$	—	$	—

The Company's cash flows are primarily impacted period to period by fluctuations in working capital. Factors such as the Company's contract mix, commercial terms, days sales outstanding (“DSO”) and delays in the start of projects may impact its working capital. In line with industry practice, the Company accumulates costs during a given month then bills those costs in the current month for many of its contracts. While labor costs associated with these contracts are paid weekly and salary costs associated with the contracts are paid bi-monthly, certain subcontractor costs are generally not paid until the Company receives payment from its customers (contractual “pay-if-paid” terms). The Company has not historically experienced a large volume of write-offs related to its receivables and contract assets. The Company regularly assesses its receivables for collectability and provides allowances for credit losses where appropriate. The Company believes that its reserves for its expected credit losses are appropriate as of March 31, 2025 and December 31, 2024, but adverse changes in the economic environment may impact certain of its customers’ ability to access capital and compensate the Company for its services, as well as impact project activity for the foreseeable future.

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The Company's existing current backlog is projected to provide considerable coverage of forecasted revenue for one year from the date of the financial statement issuance. In addition to the Company's backlog, it has a substantial amount of contracts with short lead times that book-and-bill within the same reporting period and are not included in backlog. The Company's current cash balance, together with cash it expects to generate from future operations along with borrowings available under its credit facility, are expected to be sufficient to finance its short- and long-term capital requirements (or meet working capital requirements) for at least the next twelve months. In addition to the future operating cash flows of the Company, along with its existing borrowing availability and access to financial markets, the Company currently believes it will be able to meet any working capital and future operating requirements, and capital investment forecast opportunities for at least the next twelve months.

The following table represents the Company's summarized working capital information:


(in thousands, except ratios)	March 31, 2025		December 31, 2024
Current assets	$	204,500	$	220,334
Current liabilities	(131,739)		(151,037)

Net working capital	$	72,761	$	69,297
Current ratio (1)	1.55		1.46

(1) Current ratio is calculated by dividing current assets by current liabilities.

As discussed above and in Note 6, as of March 31, 2025, the Company was in compliance with all financial maintenance covenants as required by its credit facility.

Cash Flows Provided by Operating Activities

The following is a summary of the significant sources (uses) of cash from operating activities:


	Three Months Ended March 31,
(in thousands)	2025		2024		Cash Inflow (outflow)
Cash flows from operating activities:
Net income	$	10,214	$	7,586	$	2,628
Non-cash operating activities(1)	5,058		4,712		346
Changes in operating assets and liabilities:
Accounts receivable	8,900		1,861		7,039
Contract assets	2,438		4,594		(2,156)
Other current assets	(2,345)		(592)		(1,753)
Accounts payable, including retainage	(6,006)		(14,060)		8,054


Accrued taxes payable	(339)		—		(339)
Contract liabilities	(4,346)		(1,052)		(3,294)
Operating lease liabilities	(985)		(974)		(11)
Accrued expenses and other current liabilities	(9,582)		(5,863)		(3,719)
Payment of contingent consideration liability in excess of acquisition-date fair value	(711)		—		(711)
Other long-term liabilities	(55)		(156)		101
Cash used in working capital	(13,031)		(16,242)		3,211
Net cash provided by (used in) operating activities	$	2,241	$	(3,944)	$	6,185

(1)Represents non-cash activity associated with depreciation and amortization, provision for credit losses, non-cash stock-based compensation expense, operating lease expense, amortization of debt issuance costs, deferred income tax provision, gain or loss on sale of property and equipment, changes in fair value of contingent consideration and changes in the fair value of the Company's interest rate swap.

During the three months ended March 31, 2025, the Company generated $2.2 million in cash for its operating activities, which consisted of net income of $10.2 million and certain non-cash adjustments of $5.1 million, partly offset by cash used in working

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capital of $13.0 million. During the three months ended March 31, 2024, the Company used $3.9 million from its operating activities, which consisted of cash used in working capital of $16.2 million, partly offset by non-cash adjustments of $4.7 million and net income for the period of $7.6 million.

The increase in operating cash flows during the three months ended March 31, 2025 compared to the three months ended March 31, 2024 was primarily attributable to a $8.1 million period-over-period cash inflow related to the change in accounts payable, including retainage, which was due to the timing of cash payments and a $7.0 million period-over-period cash inflow related to the change in accounts receivable, which was due to the timing of cash receipts. These cash inflows were partially offset by a $5.5 million cash outflow related to the aggregate change in the Company's contract assets and liabilities and a $3.7 million cash outflow related to accrued expenses and other current liabilities.

Cash Flows Used in Investing Activities

Cash flows used in investing activities were $1.9 million and $2.0 million for the three months ended March 31, 2025 and 2024, respectively. Cash used in investing activities for the three months ended March 31, 2025 included a cash outflow of $2.2 million related to the purchase of property and equipment, which was primarily associated with the purchase of certain rental equipment to expand customer offerings. These cash outflows were partially offset by $0.3 million in proceeds from the sale of property and equipment. Cash used in investing activities for the three months ended March 31, 2024 included a cash outflow of $2.5 million related to the purchase of property and equipment, which was primarily associated with the purchase of certain rental equipment to expand customer offerings, partially offset by $0.6 million in proceeds from the sale of property and equipment.

Aside from the rental equipment purchases in 2025 and 2024, the majority of the Company's cash used for investing activities in both periods was for capital additions pertaining to tools and equipment, computer software and hardware purchases, office furniture and office related leasehold improvements.

Cash Flows Used in Financing Activities

Cash flows used in financing activities were $7.2 million for the three months ended March 31, 2025 compared to $5.7 million for the three months ended March 31, 2024. During the three months ended March 31, 2025, the Company paid approximately $10.7 million in taxes related to the net share settlement of equity awards, $0.9 million for payments on finance leases and made a $3.0 million payment to the former owner of Industrial Air related to the First IA Earnout Period, of which $2.3 million was recognized as a cash outflow from financing activities. These cash financing outflows were partially offset by proceeds of $6.3 million associated with the sale of shares to satisfy employee tax withholding requirements and $0.3 million associated with proceeds from employee contributions to the ESPP.

During the three months ended March 31, 2024, the Company paid approximately $5.2 million in taxes related to net share settlement of equity awards and $0.7 million for payments on finance leases. These cash financing outflows were partially offset by $0.2 million associated with proceeds from contributions to the ESPP.

The following table reflects our available funding capacity, subject to covenant restrictions, as of March 31, 2025:


(in thousands)
Cash & cash equivalents(1)			$	38,090
Credit agreement:
Second A&R Wintrust Revolving Loan	$	50,000
Outstanding borrowings on the Second A&R Wintrust Revolving Loan	(10,000)
Outstanding letters of credit	(5,055)
Net credit agreement capacity available			34,945
Total available funding capacity			$	73,035

(1) The Company considers all highly liquid investments purchased with a maturity of 90 days or less on the date of purchase to be cash equivalents. Cash equivalents as of March 31, 2025 consisted of certain overnight repurchase agreements and money market investments.

Cash Flow Summary

Management continued to devote additional resources to its billing and collection efforts during the three months ended March 31, 2025. Management continues to expect that growth in our ODR business, which is less sensitive to the cash flow issues presented by large GCR projects, should positively impact our cash flow trends.

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Provided that the Company’s lenders continue to provide working capital funding, the Company believes based on its current forecast that its current cash and cash equivalents of $38.1 million as of March 31, 2025, cash payments to be received from existing and new customers, and availability of borrowing under the Second A&R Wintrust Revolving Loan (pursuant to which we had $34.9 million of availability as of March 31, 2025) will be sufficient to meet our working capital and capital expenditure requirements for at least the next 12 months.

Debt and Related Obligations

Long-term debt consists of the following obligations as of:


(in thousands)	March 31, 2025		December 31, 2024

A&R Wintrust Revolving Loans	10,000		10,000
Finance leases – collateralized by vehicles, payable in monthly installments of principal, plus interest ranging from 3.96% to 8.60% through 2031	12,126		11,888
Financing liability	5,351		5,351
Total debt	27,477		27,239
Less - Current portion of long-term debt	(3,419)		(3,314)
Less - Unamortized discount and debt issuance costs	(366)		(371)
Long-term debt	$	23,692	$	23,554

See Note 6 for further discussion.

Surety Bonding

In connection with its business, the Company is occasionally required to provide various types of surety bonds that provide an additional measure of security to its customers for its performance under certain government and private sector contracts. The Company’s ability to obtain surety bonds depends upon its capitalization, working capital, past performance, management expertise and external factors, including the capacity of the overall surety market. Surety companies consider such factors in light of the amount of the Company’s backlog that it has currently bonded and their current underwriting standards, which may change from time-to-time. The bonds, if any, the Company provides typically reflect the contract value. As of March 31, 2025 and December 31, 2024, the Company had approximately $113.0 million and $109.3 million in surety bonds outstanding, respectively. The Company believes that its $800.0 million bonding capacity provides us with a significant competitive advantage relative to many of our competitors which we believe have limited bonding capacity. See Note 13 for further discussion.

Insurance and Self-Insurance

The Company purchases workers’ compensation and general liability insurance under policies with per-incident deductibles of $250,000 per occurrence. Losses incurred over primary policy limits are covered by umbrella and excess policies up to specified limits with multiple excess insurers. The Company accrues for the unfunded portion of costs for both reported claims and claims incurred but not reported. The liability for unfunded reported claims and future claims is reflected on the consolidated balance sheets as current and non-current liabilities. The liability is computed by determining a reserve for each reported claim on a case-by-case basis based on the nature of the claim and historical loss experience for similar claims plus an allowance for the cost of incurred but not reported claims. The current portion of the liability is included in accrued expenses and other current liabilities on the condensed consolidated balance sheets. The non-current portion of the liability is included in other long-term liabilities on the condensed consolidated balance sheets.

Multiemployer Pension Plans

The Company participates in approximately 50 MEPPs that provide retirement benefits to certain union employees in accordance with various collective bargaining agreements (“CBAs”). As one of many participating employers in these MEPPs, the Company is responsible with the other participating employers for any plan underfunding. The Company’s contributions to a particular MEPP are established by the applicable CBAs; however, required contributions may increase based on the funded status of an MEPP and legal requirements of the Pension Protection Act of 2006 (the “PPA”), which requires substantially underfunded MEPPs to implement a funding improvement plan (“FIP”) or a rehabilitation plan (“RP”) to improve its funded

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status. Factors that could impact funded status of an MEPP include, without limitation, investment performance, changes in the participant demographics, decline in the number of contributing employers, changes in actuarial assumptions and the utilization of extended amortization provisions. Assets contributed to the MEPPs by the Company may be used to provide benefits to employees of other participating employers. If a participating employer stops contributing to an MEPP, the unfunded obligations of the MEPP may be borne by the remaining participating employers.

An FIP or RP requires a particular MEPP to adopt measures to correct its underfunding status. These measures may include, but are not limited to an increase in a company’s contribution rate as a signatory to the applicable CBA, or changes to the benefits paid to retirees. In addition, the PPA requires that a 5.0% surcharge be levied on employer contributions for the first year commencing shortly after the date the employer receives notice that the MEPP is in critical status and a 10.0% surcharge on each succeeding year until a CBA is in place with terms and conditions consistent with the RP.

The Company could also be obligated to make payments to MEPPs if it either ceases to have an obligation to contribute to the MEPP or significantly reduces its contributions to the MEPP because it reduces the number of employees who are covered by the relevant MEPP for various reasons, including, but not limited to, layoffs or closure of a subsidiary assuming the MEPP has unfunded vested benefits. The amount of such payments (known as a complete or partial withdrawal liability) would equal the Company’s proportionate share of the MEPPs’ unfunded vested benefits. The Company believes that certain of the MEPPs in which it participates may have unfunded vested benefits. Due to uncertainty regarding future factors that could trigger withdrawal liability, the Company is unable to determine (a) the amount and timing of any future withdrawal liability, if any, and (b) whether its participation in these MEPPs could have a material adverse impact on its financial condition, results of operations or liquidity.

Critical Accounting Policies and Estimates

Management’s Discussion and Analysis of Financial Condition and Results of Operations are based upon our Condensed Consolidated Financial Statements, which have been prepared in accordance with GAAP. The preparation of the Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements for assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, the reported amounts of revenue and expenses during the reported period, and the accompanying notes. Management believes that its most significant estimates and assumptions have been based on reasonable and supportable assumptions and the resulting estimates are reasonable for use in the preparation of the condensed consolidated financial statements. The Company’s significant estimates include estimates associated with revenue recognition on construction contracts, costs incurred through each balance sheet date, intangibles, property and equipment, fair value accounting for acquisitions, insurance reserves, income tax valuation allowances, fair value of contingent consideration arrangements and contingencies. If the underlying estimates and assumptions upon which the condensed consolidated financial statements are based change in the future, actual amounts may differ from those included in the accompanying consolidated financial statements.

Management believes there have been no significant changes during the three months ended March 31, 2025, to the items that we disclosed as our critical accounting policies and estimates in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 2 – Significant Accounting Policies in the accompanying notes to the Company’s consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024.

Recent Accounting Pronouncements

See Note 2 to the Condensed Consolidated Financial Statements for a discussion of recent accounting pronouncements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

The Company is exposed to market risk through changes in interest rates, primarily limited to borrowings under its Second A&R Wintrust Revolving Loan in excess of the amounts covered by the Company’s interest rate swap arrangement. As of March 31, 2025, the Company had $10.0 million of direct borrowings outstanding under its Second A&R Wintrust Revolving Loan. The Company is party to an interest rate swap arrangement to manage the risk associated with a portion of its variable-rate long-term debt. The interest rate swap has a $10.0 million notional value with a fixed interest rate and will mature in July 2027. The Company has not designated this instrument as a hedge for accounting purposes. As a result, the change in fair value of the derivative instrument is recognized directly in earnings on the Company's consolidated statements of operations as a gain or loss on interest rate swap. Assuming outstanding balances were to remain the same and including the impact of the Company’s interest rate swap agreement, an increase or decrease in interest rates would not have a material impact on the Company’s condensed consolidated statements of operations. See Note 6 – Debt in the accompanying notes to the Company’s

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condensed consolidated financial statements for further detail of the Company’s revolving credit facility and interest rate swap arrangement.

In addition, the Company considers all highly liquid investments purchased with a maturity of 90 days or less on the date of purchase to be cash equivalents. Cash and cash equivalents as of March 31, 2025 were $38.1 million, which consisted of $36.8 million of overnight repurchase agreements in which cash from the Company's main operating checking account is invested overnight in highly liquid and certain investments in money market funds sponsored by a large financial institution. For the three months ended March 31, 2025, the Company recognized interest income in the aggregate of approximately $0.4 million. The Company maintains a conservative investment policy and has not experienced any losses in its cash and cash equivalents. Management believes the Company is not exposed to significant risk with respect to such accounts.

Item 4. Controls and Procedures

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Our management, with the participation of our President and Chief Executive Officer and Executive Vice President and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) under the Exchange Act. Based on that evaluation as of March 31, 2025, our President and Chief Executive Officer and Executive Vice President and Chief Financial Officer concluded that our Company’s disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, cannot provide absolute assurance of achieving the desired control objectives. Our management recognizes that any control system, no matter how well designed and operated, is based upon certain judgments and assumptions and cannot provide absolute assurance that its objectives will be met. Similarly, an evaluation of controls cannot provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected.

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Part II

Item 1. Legal Proceedings

See Note 13 to the Condensed Consolidated Financial Statements for information regarding legal proceedings.

Item 1A. Risk Factors

There have been no material changes from the risk factors previously disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2024.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Rule 10b5-1 Trading Plans

The Company’s executive officers and directors may from time to time enter into plans or arrangements for the purchase or sale of its common stock that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. During the three months ended March 31, 2025, the following officer of the Company adopted a Rule 10b5-1 trading arrangement.

Name and Title

Date of Adoption(1)

Scheduled Expiration Date(2)

Aggregate Number of Shares of Common Stock to be Purchased or Sold

Jay A. Sharp,

Regional President, Northeast and Midwest

March 14, 2025

March 31, 2026

Sale of 8,000 shares of common stock

(1) Transactions under the Rule 10b5-1 plan commence no earlier than 90 days after adoption.

(2) The plan expires on March 31, 2026, or upon the earlier completion of all authorized transactions under the plan.

This trading arrangement was adopted in accordance with the Company's insider trading policy and applicable SEC rules. No other directors or executive officers of the Company adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of the Company’s securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K), during the quarterly period covered by this report.

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Item 6. Exhibits


Exhibit						Description
3.1						Conformed Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-36541) filed with the U.S. Securities and Exchange Commission on June 23, 2023).
3.2						Certificate of Designation of Class A Preferred Stock (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No. 001-36541) filed with the U.S. Securities and Exchange Commission on July 26, 2016).
3.3						Certificate of Correction to Certificate of Designation of Class A Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-36541) filed with the U.S. Securities and Exchange Commission on August 24, 2016).
3.4						Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-36541) filed with the U.S. Securities and Exchange Commission on April 17, 2023).

31.1*						Certification of the Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*						Certification of the Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*						Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*						Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS						XBRL Instance Document.
101.SCH						XBRL Taxonomy Extension Schema Document.
101.CAL						XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB						XBRL Taxonomy Extension Label Linkbase Document.
101.PRE						XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF						XBRL Taxonomy Extension Definition Document.
104						Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101)

*Filed herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


			LIMBACH HOLDINGS, INC.

			/s/ Michael M. McCann
			Michael M. McCann
			President and Chief Executive Officer
			(Principal Executive Officer)

			/s/ Jayme L. Brooks
			Jayme L. Brooks
			Executive Vice President and Chief Financial Officer
			(Principal Financial and Accounting Officer)
Date: May 5, 2025

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Date	Price Target	Rating	Analyst
11/15/2024	$108.00	Buy	Stifel
11/22/2021	$15.00	Buy	EF Hutton

SEC Form 10-Q filed by Limbach Holdings Inc.

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$LMB SEC Filings

SEC Form 10-Q filed by Limbach Holdings Inc.

Limbach Holdings Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Regulation FD Disclosure, Financial Statements and Exhibits

SEC Form DEFA14A filed by Limbach Holdings Inc.

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Limbach Holdings, Inc. Acquires Greensboro, NC – Based Specialty Mechanical Contractor Industrial Air, LLC

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Limbach Holdings, Inc. Reports First Quarter 2025 Results

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Limbach Holdings to Announce First Quarter 2025 Results

$LMB Insider Trading

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Director Horowitz Joshua sold $1,915,909 worth of shares (25,400 units at $75.43) (SEC Form 4)

Chief Financial Officer Brooks Jayme L. was granted 32,680 shares and covered exercise/tax liability with 12,860 shares, increasing direct ownership by 19% to 122,102 units (SEC Form 4)

Chief Executive Officer Mccann Michael M covered exercise/tax liability with 19,443 shares and was granted 49,408 shares, increasing direct ownership by 30% to 128,605 units (SEC Form 4)

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Director Gaboury David Richard bought $50,185 worth of shares (531 units at $94.51), increasing direct ownership by 34% to 2,071 units (SEC Form 4)

Director Gaboury David Richard bought $24,718 worth of shares (340 units at $72.70), increasing direct ownership by 28% to 1,540 units (SEC Form 4)

Director Alvarado Linda G bought $57,937 worth of shares (901 units at $64.30), increasing direct ownership by 3% to 27,290 units (SEC Form 4)

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Stifel initiated coverage on Limbach with a new price target

EF Hutton initiated coverage on Limbach Holdings with a new price target

Lake Street Capital initiated coverage on Limbach

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Amendment: SEC Form SC 13G/A filed by Limbach Holdings Inc.

Amendment: SEC Form SC 13G/A filed by Limbach Holdings Inc.

Amendment: SEC Form SC 13G/A filed by Limbach Holdings Inc.

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Limbach Holdings, Inc. Reports First Quarter 2025 Results

Limbach Holdings to Announce First Quarter 2025 Results

Limbach Holdings, Inc. Reports Fourth Quarter and Full Year 2024 Results

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