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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 June 30, 2023
OR
       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 001-36541
LIMBACH-PrimaryLogo_RGB_edited.jpg
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 ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common Stock, par value $0.0001 per shareLMBThe 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 filerAccelerated filer
Non-accelerated filerSmaller 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 August 7, 2023, there were 11,003,424 shares of the registrant’s common stock, $0.0001 par value per share, outstanding.


LIMBACH HOLDINGS, INC.
TABLE OF CONTENTS



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 fact 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 order 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) unanticipated or unknown liabilities arising in connection with acquisitions or divestitures; (xii) design errors and omissions in connection with Design/Build and Design/Assist contracts; (xiii) delays and/or defaults in customer payments; (xiv) unsatisfactory safety performance; (xv) our inability to properly utilize our workforce; (xvi) labor disputes with unions representing our employees; (xvii) strikes or work stoppages; (xviii) loss of service from certain key personnel; (xix) operational inefficiencies due to our inability to attract and retain qualified managers, employees, joint venture partners, subcontractors and suppliers; (xx) misconduct by our employees, subcontractors or partners, or our overall failure to comply with laws or regulations; (xxi) our dependence on subcontracts and suppliers of equipment and materials; (xxii) price increases in materials; (xxiii) changes in energy prices; (xxiv) our inability to identify and contract with qualified Disadvantaged Business Enterprise (“DBE”) contractors to perform as subcontractors; (xxv) reputational harm arising from our participation in construction joint ventures; (xxvi) any difficulties in the financial and surety markets; (xxvii) our inability to obtain necessary insurance due to difficulties in the insurance markets; (xxviii) our use of the cost-to-cost method of accounting could result in a reduction or reversal of previously recorded revenue or profits; (xxix) impairment charges for goodwill and intangible assets; (xxx) unexpected expenses arising from contractual warranty obligations; (xxxi) 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; (xxxii) rising inflation and/or interest rates, or deterioration of the United States economy and conflicts around the world; (xxxiii) increased debt service obligations due to our variable rate indebtedness; (xxxiv) failure to remain in compliance with covenants under our debt and credit agreements or service our indebtedness; (xxxv) our inability to generate sufficient cash flow to meet all of our existing or potential future debt service obligations; (xxxvi) significant expenses and liabilities arising under our obligation to contribute to multiemployer pension plans; (xxxvii) a pandemic, epidemic or outbreak of an infectious disease in the markets in which we operate or that otherwise impacts our facilities or suppliers; (xxxviii) COVID-19 vaccination mandates applicable to us and certain of our employees, causing our inability to pursue certain work, an increase in attrition rates or absenteeism within our labor force, challenges securing future labor needs, inefficiencies connected to employee turnover, and costs associated with implementation and on-going compliance; (xxxvix) future climate change; (xl) adverse weather conditions, which may harm our business and financial results ; (xli) information technology system failures, network disruptions or cyber security breaches; (xlii) changes in laws, regulations or requirements, or a material failure of any of our subsidiaries or us to comply with any of


them; (xliii) becoming barred from future government contracts due to violations of the applicable rules and regulations; (xlv) costs associated with compliance with environmental, safety and health regulations; (xlvi) our failure to comply with immigration laws and labor regulations; (xl) disruptions due to the conflict in Ukraine; and (xlvii) those factors described under Part I, Item 1A “Risk Factors” of the Company’s most recent Annual Report on Form 10-K.




PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
LIMBACH HOLDINGS, INC.
Condensed Consolidated Balance Sheets (Unaudited)
(in thousands, except share and per share data)June 30, 2023December 31, 2022
ASSETS  
Current assets:  
Cash and cash equivalents$45,929 $36,001 
Restricted cash65 113 
Accounts receivable (net of allowance for credit losses of $295 and net of allowance for doubtful accounts of $234 as of June 30, 2023 and December 31, 2022, respectively)
87,230 124,442 
Contract assets59,424 61,453 
Income tax receivable814 95 
Other current assets5,747 3,886 
Total current assets199,209 225,990 
Property and equipment, net19,623 18,224 
Intangible assets, net14,575 15,340 
Goodwill11,370 11,370 
Operating lease right-of-use assets17,149 18,288 
Deferred tax asset4,999 4,829 
Other assets502 515 
Total assets$267,427 $294,556 
LIABILITIES
Current liabilities:
Current portion of long-term debt$2,431 $9,564 
Current operating lease liabilities3,598 3,562 
Accounts payable, including retainage53,376 75,122 
Contract liabilities43,682 44,007 
Accrued income taxes1,505 1,888 
Accrued expenses and other current liabilities22,677 24,942 
Total current liabilities127,269 159,085 
Long-term debt19,485 21,528 
Long-term operating lease liabilities14,513 15,643 
Other long-term liabilities502 2,858 
Total liabilities161,769 199,114 
Commitments and contingencies (Note 12)
STOCKHOLDERS’ EQUITY
Common stock, $0.0001 par value; 100,000,000 shares authorized, issued 10,946,316 and 10,471,410, respectively, and 10,766,664 and 10,291,758 outstanding, respectively
1 1 
Additional paid-in capital89,712 87,809 
Treasury stock, at cost (179,652 shares at both period ends)
(2,000)(2,000)
Retained earnings17,945 9,632 
Total stockholders’ equity105,658 95,442 
Total liabilities and stockholders’ equity$267,427 $294,556 
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
June 30,
Six Months Ended
June 30,
(in thousands, except share and per share data)
2023202220232022
Revenue$124,882 $116,120 $245,891 $230,942 
Cost of revenue96,369 94,800 191,151 191,282 
Gross profit28,513 21,320 54,740 39,660 
Operating expenses:
Selling, general and administrative20,416 18,690 41,466 37,424 
Change in fair value of contingent consideration162 765 303 765 
Amortization of intangibles
383 399766 798
Total operating expenses20,961 19,854 42,535 38,987 
Operating income7,552 1,466 12,205 673 
Other (expenses) income:
Interest expense(511)(478)(1,178)(964)
Interest income247  247  
Gain (loss) on disposition of property and equipment175 147 (40)111 
Loss on early termination of operating lease (32) (849)
Loss on early debt extinguishment(311) (311) 
Gain on change in fair value of interest rate swap193  37  
Total other expenses(207)(363)(1,245)(1,702)
Income (loss) before income taxes7,345 1,103 10,960 (1,029)
Income tax provision (benefit)2,025 237 2,647 (379)
Net income (loss)$5,320 $866 $8,313 $(650)
Earnings (loss) Per Share (“EPS”)
Earnings (loss) per common share:
    Basic
$0.50 $0.08 $0.79 $(0.06)
    Diluted
$0.46 $0.08 $0.73 $(0.06)
Weighted average number of shares outstanding:
Basic
10,644,423 10,423,068 10,560,381 10,421,886 
Diluted
11,507,311 10,567,304 11,336,474 10,421,886 
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 stockTreasury stockCommon stockAdditional
paid-in
capital
Treasury stock, at cost Retained earningsStockholders’
equity
Balance at December 31, 202210,471,410 (179,652)$1 $87,809 $(2,000)$9,632 $95,442 
Stock-based compensation— — — 1,133 — — 1,133 
Shares issued related to vested restricted stock units250,548 — — — — —  
Tax withholding related to vested restricted stock units— — — (428)— — (428)
Shares issued related to employee stock purchase plan10,997 — — 97 — — 97 
Net income— — — — — 2,993 2,993 
Balance at March 31, 202310,732,955 (179,652)$1 $88,611 $(2,000)$12,625 $99,237 
Stock-based compensation— — — 1,101 — — 1,101 
Shares issued related to the exercise of warrants213,361 — — — — —  
Net income— — — — — 5,320 5,320 
Balance at June 30, 202310,946,316 (179,652)$1 $89,712 $(2,000)$17,945 $105,658 

 Common Stock   
(in thousands, except share amounts)Number of
shares
outstanding
Par value
amount
Additional
paid-in
capital
Retained earningsStockholders’
equity
Balance at December 31, 202110,304,242 $1 $85,004 $2,833 $87,838 
Stock-based compensation— — 599 — 599 
Shares issued related to vested restricted stock units105,928 — — —  
Tax withholding related to vested restricted stock units— — (148)— (148)
Shares issued related to employee stock purchase plan12,898 — 98 — 98 
Net loss— — — (1,516)(1,516)
Balance at March 31, 202210,423,068 $1 $85,553 $1,317 $86,871 
Stock-based compensation— — 575 — 575 
Net income— — — 866 866 
Balance at June 30, 202210,423,068 $1 $86,128 $2,183 $88,312 

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)

 Six Months Ended
June 30,
(in thousands)
20232022
Cash flows from operating activities:  
Net income (loss)$8,313 $(650)
Adjustments to reconcile net income (loss) to cash provided by operating activities:
Depreciation and amortization
3,859 4,148 
Provision for credit losses / doubtful accounts116 104 
Stock-based compensation expense
2,234 1,174 
Noncash operating lease expense
1,882 2,232 
Amortization of debt issuance costs
58 65 
Deferred income tax provision (170)(12)
Loss (gain) on sale of property and equipment40 (111)
Loss on early termination of operating lease 849 
Loss on change in fair value of contingent consideration303 765 
Loss on early debt extinguishment311  
Gain on change in fair value of interest rate swap(37) 
Changes in operating assets and liabilities:
   Accounts receivable
37,096 (11,796)
   Contract assets
2,029 8,904 
   Other current assets
(1,861)(520)
   Accounts payable, including retainage
(21,747)(635)
   Prepaid income taxes
(719)(562)
   Accrued taxes payable
(383)(501)
   Contract liabilities
(325)13,123 
   Operating lease liabilities
(1,836)(2,165)
   Accrued expenses and other current liabilities
(1,806)(1,861)
   Payment of contingent consideration liability in excess of acquisition-date fair value(1,224) 
   Other long-term liabilities
159 69 
Net cash provided by operating activities26,292 12,620 
Cash flows from investing activities:
Proceeds from sale of property and equipment
275 189 
Purchase of property and equipment
(1,499)(473)
Net cash used in investing activities(1,224)(284)
Cash flows from financing activities:
Payments on Wintrust and A&R Wintrust Term Loans(21,452)(9,149)
Proceeds from Wintrust Revolving Loan
10,000 15,194 
Payments on Wintrust Revolving Loan (11,694)
Payment of contingent consideration liability up to acquisition-date fair value(1,776) 
Payments on finance leases
(1,302)(1,358)
Payments of debt issuance costs(50)(25)
Taxes paid related to net-share settlement of equity awards
(847)(363)
Proceeds from contributions to Employee Stock Purchase Plan239 213 
Net cash used in financing activities(15,188)(7,182)
Increase in cash, cash equivalents and restricted cash9,880 5,154 
Cash, cash equivalents and restricted cash, beginning of period36,114 14,589 
Cash, cash equivalents and restricted cash, end of period$45,994 $19,743 
Supplemental disclosures of cash flow information
Noncash investing and financing transactions:
   Right of use assets obtained in exchange for new operating lease liabilities$742 $ 
   Right of use assets obtained in exchange for new finance lease liabilities3,392 1,968 
   Right of use assets disposed or adjusted modifying operating lease liabilities (1,276)
   Right of use assets disposed or adjusted modifying finance lease liabilities(30)(77)
Interest paid1,181 911 
Cash paid for income taxes$3,919 $696 
    
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, was formed on July 20, 2016 as a result of a business combination with Limbach Holdings LLC (“LHLLC”). The Company is a building systems solutions firm with expertise in the design, prefabrication, installation, management and maintenance of heating, ventilation, air-conditioning (“HVAC”), mechanical, electrical, plumbing and controls systems. The Company provides comprehensive facility services consisting of mechanical construction, full HVAC service and maintenance, energy audits and retrofits, engineering and design build services, constructability evaluation, equipment and materials selection, offsite/prefabrication construction, and the complete range of sustainable building solutions. The Company’s customers operate in diverse industries including, but not limited to, data centers and healthcare, industrial and light manufacturing, cultural and entertainment, higher education, and life science facilities. The Company operates primarily in the Northeast, Mid-Atlantic, Southeast and Midwest regions of the United States.
The Company operates in two segments, (i) General Contractor Relationships (“GCR”), in which the Company generally manages new construction or renovation projects that involve primarily HVAC, plumbing, or electrical services awarded to the Company by general contractors or construction managers, and (ii) Owner Direct Relationships (“ODR”), in which the Company performs owner direct projects and/or provides maintenance or service primarily on HVAC, plumbing or electrical systems, building controls and specialty contracting projects direct to, or assigned by, building owners or property managers. This 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 LHLLC, Limbach Facility Services LLC (“LFS”), Limbach Company LLC (“LC LLC”), Limbach Company LP, Harper Limbach LLC, Harper Limbach Construction LLC, Limbach Facility & Project Solutions LLC, Jake Marshall, LLC (“JMLLC”) and Coating Solutions, LLC (“CSLLC”) for all periods presented. All intercompany balances and transactions have been eliminated.
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and with the requirements of Form 10-Q and Rule 8-03 of Regulation S-X for smaller reporting companies. 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 Securities and Exchange Commission (“SEC”) on March 8, 2023.
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, 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
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periods presented are unaudited. Also, within the notes to the condensed consolidated financial statements, the Company has 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 June 30, 2023, its results of operations and equity for the three and six months ended June 30, 2023 and 2022 and its cash flows for the six months ended June 30, 2023 and 2022. The results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023.
The Condensed Consolidated Balance Sheet as of December 31, 2022 was derived from the Company's audited financial statements included in its Annual Report on Form 10-K filed with the SEC on March 8, 2023, but is presented as condensed and does not contain all of the footnote disclosures from the annual financial statements.
Recently Adopted Accounting Standards
In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments, which introduced an expected credit loss methodology for the measurement and recognition of credit losses on most financial instruments, including trade receivables and off-balance sheet credit exposure. Under this guidance, an entity is required to consider a broader range of information to estimate expected credit losses, which may result in earlier recognition of losses. This ASU also requires disclosure of information regarding how a company developed its allowance, including changes in the factors that influenced management’s estimate of expected credit losses and the reasons for those changes. The Company adopted ASU 2016-13 on January 1, 2023 using the modified retrospective method, whereby the guidance was applied prospectively as of the date of adoption and prior periods are not restated. The adoption of this ASU did not have a material impact on the Company's financial position or results of operations.
The Company assessed the scope of its financial assets and determined that the guidance associated with ASU 2016-13 is relevant to its trade accounts receivable and contract assets, including retainage. The Company’s trade receivables include amounts from work completed in which it has billed or has an unconditional right to bill its customers. The majority of the Company’s trade receivables are contractually due in less than a year. The Company further assessed the guidance based on its segment portfolio of receivables. While the Company’s construction-type GCR and ODR financial assets are often in the same subset of customers and industries, the Company’s construction-type related project work is typically bonded and the customers to which they perform work are well-known, solvent and have no history of material receivable write-offs. On the contrary, the Company’s service-type work, in particular its ODR core service work, is smaller in nature and is usually more susceptible to customer write-offs. As such, there is greater risk of credit loss on the Company’s ODR-related service-type receivables. The Company’s contract assets include amounts due under retainage provisions and costs and estimated earnings in excess of billings on uncompleted contracts. The Company has policies and procedures in place where it reviews claims and change orders on a quarterly basis to determine legal entitlement and recoverability in accordance with ASC Topic 606. As such, the Company has determined the risk of credit loss on its contracts assets to be remote.
The Company develops its allowances for credit losses, which represent an estimate of expected losses over the remaining contractual life of its ODR-related service-type receivables, using an aging method. Under the aging method, the Company assigns its accounts receivable to a level of delinquency and applies a loss rate to each class. Loss rates are determined based on historical loss experiences with customers, the consideration of a customer’s financial condition, current market economic conditions and a forecast of future economic conditions when appropriate. When the Company becomes aware of a customer's inability to meet its financial obligation, a specific reserve is recorded to reduce the receivable to the expected amount to be collected.
As part of the Company’s analysis of expected credit losses, it may analyze receivables with customers on an individual basis in situations where such accounts receivables exhibit unique risk characteristics and are not expected to experience similar losses to the rest of their class.
Recent Accounting Pronouncements
The FASB has issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting in March 2020. This new guidance provides optional expedients for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform, on financial reporting. The risk of termination of the London Interbank Offered Rate (LIBOR), has caused regulators to undertake reference rate reform initiatives to identify alternative reference rates that are more observable or transaction based that are less susceptible to manipulation. ASU 2020-04 was effective between March 12, 2020 and December 31, 2022. However, in December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, extending the sunset date under Topic 848 from December 31, 2022 to December 31, 2024 to align the temporary accounting relief guidance with the expected LIBOR cessation date of June 30, 2023.
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In addition, in January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope. The amendments in this update refine the scope for certain optional expedients and exceptions for contract modifications and hedge accounting to apply to derivative contracts and certain hedging relationships affected by the discounting transition. As a result of ASU 2022-06, an entity may now elect to apply the amendments in this update from the beginning of an interim period beginning as of March 12, 2020, through December 31, 2024. The Company has evaluated the impact of adopting the reference rate reform guidance (both ASU 2020-04 and ASU 2021-01) on its consolidated financial statements and has determined that these pronouncements did not have a significant impact. As discussed in Note 5, the A&R Credit Agreement removed LIBOR as a benchmark rate and now utilizes SOFR (as defined in the A&R Credit Agreement) as its replacement. During the second quarter of 2023, the Company entered into the Second A&R Credit Agreement (as defined in Note 5), which also utilizes SOFR as a benchmark rate. In addition, the Company’s interest rate swap utilizes SOFR as its benchmark rate.
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. Management is currently assessing the impact of this pronouncement on its condensed consolidated financial statements.
Note 3 – Revenue from Contracts with Customers
The Company generates revenue from construction type contracts, primarily consisting of fixed-price contracts, to deliver HVAC, 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 HVAC, 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 amounts due under retainage provisions and costs and estimated earnings in excess of billings on uncompleted contracts. The components of the contract asset balances as of the respective dates were as follows:
(in thousands)June 30, 2023December 31, 2022Change
Contract assets
Costs and estimated earnings in excess of billings on uncompleted contracts$34,006 $33,573 $433 
Retainage receivable25,418 27,880 (2,462)
      Total contract assets$59,424 $61,453 $(2,029)
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.

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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 $19.8 million and $28.5 million as of June 30, 2023 and December 31, 2022, 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.
Contract liabilities
Contract liabilities include billings in excess of contract costs and provisions for losses. The components of the contract liability balances as of the respective dates were as follows:
(in thousands)June 30, 2023December 31, 2022Change
Contract liabilities
Billings in excess of costs and estimated earnings on uncompleted contracts$43,382 $43,806 $(424)
Provisions for losses300 201 99 
      Total contract liabilities$43,682 $44,007 $(325)
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)June 30, 2023December 31, 2022
Revenue earned on uncompleted contracts$739,788 $678,014 
Less: Billings to date(749,164)(688,247)
   Net (overbilling) underbilling$(9,376)$(10,233)
(in thousands)June 30, 2023December 31, 2022
Costs in excess of billings and estimated earnings on uncompleted contracts$34,006 $33,573 
Billings in excess of costs and estimated earnings on uncompleted contracts(43,382)(43,806)
   Net (overbilling) underbilling$(9,376)$(10,233)
Revisions in Contract Estimates
The Company recorded revisions in its contract estimates for certain GCR and ODR projects. During the three and six months ended June 30, 2023, the Company did not record any material gross profit write-ups or write-downs that had a net gross profit impact of $0.5 million or more. During the three and six months ended June 30, 2022, the Company recorded a material gross
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profit write-up on one GCR project for a total of $1.3 million that had a net gross profit impact of $0.5 million or more for both periods.
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 June 30, 2023, the aggregate amount of the transaction prices allocated to the remaining performance obligations of the Company's GCR and ODR segment contracts were $260.2 million and $113.6 million, respectively. The Company currently estimates that 52% and 65% of its GCR and ODR remaining performance obligations as of June 30, 2023, respectively, will be recognized as revenue during the remainder of 2023, 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.
Note 4 – Goodwill and Intangibles
Goodwill
Goodwill was $11.4 million as of June 30, 2023 and December 31, 2022 and is entirely associated with the Company's ODR segment. 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 and six months ended June 30, 2023 and June 30, 2022.
Intangible Assets
Intangible assets are comprised of the following:     
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(in thousands)Gross
carrying
amount
Accumulated
amortization
Net intangible
assets, excluding
goodwill
June 30, 2023
Amortized intangible assets:
Customer relationships – GCR – Jake Marshall$570 $(127)$443 
Customer relationships – ODR – Jake Marshall3,050 (637)2,413 
Customer relationships – ODR – Limbach4,710 (3,891)819 
Favorable leasehold interests – Limbach
190 (105)85 
Backlog – GCR – Jake Marshall260 (260) 
Backlog – ODR – Jake Marshall680 (680) 
Trade name – Jake Marshall1,150 (295)855 
Total amortized intangible assets
10,610 (5,995)4,615 
Unamortized intangible assets:
Trade name – Limbach(1)
9,960 — 9,960 
Total unamortized intangible assets9,960 — 9,960 
Total amortized and unamortized assets, excluding goodwill$20,570 $(5,995)$14,575 
(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, 2022
   
Amortized intangible assets:   
Customer relationships – GCR – Jake Marshall$570 $(87)$483 
Customer relationships – ODR – Jake Marshall3,050 (436)2,614 
Customer relationships – ODR – Limbach4,710 (3,765)945 
Favorable leasehold interests – Limbach
190 (97)93 
Backlog – GCR – Jake Marshall260 (178)82 
Backlog – ODR – Jake Marshall680 (465)215 
Trade name – Jake Marshall1,150 (202)948 
Total amortized intangible assets10,610 (5,230)5,380 
Unamortized intangible assets:
Trade name – Limbach9,960 — 9,960 
Total unamortized intangible assets9,960 — 9,960 
Total amortized and unamortized assets, excluding goodwill$20,570 $(5,230)$15,340 
Total amortization expense for the Company's definite-lived intangible assets was $0.4 million and $0.8 million for both the three and six months ended June 30, 2023 and 2022, respectively.
Note 5 – Debt
Long-term debt consists of the following obligations as of:
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(in thousands)June 30, 2023December 31, 2022
A&R Wintrust Term Loan - term loan payable in quarterly installments of principal, plus interest through February 2026 21,453 
Wintrust Revolving Loans10,000  
Finance leases – collateralized by vehicles, payable in monthly installments of principal, plus interest ranging from 3.96% to 8.35% through 2027
6,961 4,954 
Financing liability5,351 5,351 
Total debt22,312 31,758 
Less - Current portion of long-term debt(2,431)(9,564)
Less - Unamortized discount and debt issuance costs(396)(666)
Long-term debt$19,485 $21,528 
Wintrust Term and Revolving Loans
On February 24, 2021, 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 a credit agreement (the “Wintrust Credit Agreement”) by and among LFS, LHLLC, Wintrust Guarantors, the lenders party thereto from time to time, Wheaton Bank & Trust Company, N.A., a subsidiary of Wintrust Financial Corporation (collectively, “Wintrust”), as administrative agent and L/C issuer, Bank of the West as documentation agent, M&T Bank as syndication agent, and Wintrust as lead arranger and sole book runner.
In accordance with the terms of the Wintrust Credit Agreement, Lenders provided to LFS (i) a $30.0 million senior secured term loan (the “Wintrust Term Loan”); and (ii) a $25.0 million senior secured revolving credit facility with a $5.0 million sublimit for the issuance of letters of credit (the “Wintrust Revolving Loan” and, together with the Wintrust Term Loan, the “Wintrust Loans”). Proceeds of the Wintrust Loans were used to refinance certain existing indebtedness, finance working capital and other general corporate purposes and fund certain fees and expenses associated with the closing of the Wintrust Loans.
The Wintrust Revolving Loan initially bore interest, at LFS’s option, at either LIBOR (with a 0.25% floor) plus 3.5% or a base rate (with a 3.0% floor) plus 0.50%, 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 (earnings before interest, income taxes, depreciation and amortization) of LFS and its subsidiaries for the most recently ended four fiscal quarters. The Wintrust Term Loan initially bore interest, at LFS’s option, at either LIBOR (with a 0.25% floor) plus 4.0% or a base rate (with a 3.0% floor) plus 1.00%, subject to a 50 (for LIBOR) or 75 (for base rate) basis point step-down based on the Senior Leverage Ratio (as defined below).
LFS was initially required to make principal payments on the Wintrust Term Loan in $0.5 million installments on the last business day of each month commencing on March 31, 2021 with a final payment of all principal and interest not sooner paid on the Wintrust Term Loan due and payable on February 24, 2026.
In conjunction with the Company's acquisitions of JMLLC and CSLLC (the “Jake Marshall Transaction”), the Company entered into an amendment to the Wintrust Credit Agreement (the “A&R Wintrust Credit Agreement”). In accordance with the terms of the A&R Credit Agreement, Lenders provided to LFS (i) a $35.5 million senior secured term loan (the “A&R Wintrust Term Loan”); and (ii) a $25 million senior secured revolving credit facility with a $5 million sublimit for the issuance of letters of credit (the “A&R Wintrust Revolving Loan” and, together with the Term Loan, the “A&R Wintrust Loans”). The overall Wintrust Term Loan commitment under the A&R Wintrust Credit Agreement was recast at $35.5 million in connection with the A&R Credit Agreement. A portion of the A&R Wintrust Term Loan commitment was used to fund the closing purchase price of the Jake Marshall Transaction. The A&R Credit Agreement was also amended to: (i) permit the Company to undertake the Jake Marshall Transaction, (ii) make certain adjustments to the covenants under the A&R Credit Agreement (which were largely done to make certain adjustments for the Jake Marshall Transaction), (iii) allow for the Earnout Payments (as defined in Note 7) under the Jake Marshall Transaction, and (iv) make other corresponding changes to the A&R Credit Agreement.
The A&R Wintrust Revolving Loan bore interest, at LFS’s option, at either the Term SOFR (as defined in the A&R Credit Agreement) (with a 0.15% floor) plus 3.60%, 3.76% or 3.92% for a tenor of one month, three months or six months, respectively, or a base rate (as set forth in the A&R Credit Agreement) (with a 3.0% floor) plus 0.50%, 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 “Senior Leverage Ratio”). The A&R Wintrust Term Loan bore interest, at LFS’s option, at either Term SOFR (with a 0.15% floor) plus 4.10%, 4.26% or 4.42% for a tenor of one month, three months or six months, respectively, or a base rate (with a 3.0% floor) plus 1.00%, subject to a 50 (for Term SOFR) or 75 (for base rate) basis point step-down based on the Senior Leverage Ratio.
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The A&R Wintrust Term Loan was payable through a combination of (i) monthly installments of approximately $0.6 million due on the last business day of each month commencing on December 31, 2021, (ii) annual Excess Cash Flow payments as defined in the A&R Wintrust Credit Agreement, which are due 120 days after the last day of the Company's fiscal year and (iii) Net Claim Proceeds from Legacy Claims as defined in the A&R Wintrust Credit Agreement. Subject to defaults and remedies under the A&R Credit Agreement, the final payment of all principal and interest not sooner paid on the A&R Wintrust Term Loan was due and payable on February 24, 2026. Subject to defaults and remedies under the A&R Credit Agreement, the A&R Wintrust Revolving Loan would have matured and become due and payable by LFS on February 24, 2026. During the second quarter of 2022, the Company made certain Excess Cash Flow and Net Claim Proceeds payments of $3.3 million and $2.1 million, respectively, which concurrently reduced the outstanding A&R Wintrust Term Loan balance. In addition, during the third quarter of 2022, the Company made a Net Claim Proceeds payment of $0.6 million, which was also applied against the outstanding A&R Wintrust Term Loan balance.
The A&R Wintrust Loans were 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 A&R Wintrust Loans shall be jointly and severally guaranteed by each Wintrust Guarantor.
The A&R Credit Agreement contained representations and warranties, covenants and events of default that are customary for facilities of this type, as more particularly described in the A&R Credit Agreement. The A&R Wintrust Loans also contain three financial maintenance covenants, including (i) a requirement to have as of the last day of each quarter for the senior leverage ratio of the Company 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 December 31, 2021, 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 by the 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. LFS and its affiliates maintain various commercial and service relationships with certain members of the syndicate and their affiliates in the ordinary course of business.
On May 5, 2022, the Company, LFS and LHLLC entered into a first amendment and waiver to the A&R Wintrust Credit Agreement (the “First Amendment to the A&R Wintrust Credit Agreement”) with the lenders party thereto and Wintrust, as administrative agent. The First Amendment to the A&R Wintrust Credit Agreement modifies certain definitions within the A&R Wintrust Credit Agreement, and make other corresponding changes, including: (i) the definition of “EBITDA” to allow for the recognition of certain restructuring charges and lease breakage costs not previously specified, (ii) the definition of “Excess Cash Flow” to exclude the aggregate amount of the Earnout Payments paid in cash, (iii) the definition of “Total Funded Debt” to exclude certain capitalized lease obligations for real estate based on the approval of each lender and (iv) the definition of “Disposition” to include a clause for the sale and leaseback of certain real property based on the approval of each lender.
In July 2022, the Company entered into 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 new 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 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 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 condensed consolidated statements of operations as a gain or loss on interest rate swap. Refer to Note 7 for further information regarding this interest rate swap.
On September 28, 2022, the Company, LFS and LHLLC entered into a second amendment and waiver to the amended and restated Wintrust credit agreement (the “Second Amendment to the A&R Wintrust Credit Agreement”) with the lenders party thereto and Wintrust, as administrative agent. The Second Amendment to the A&R Wintrust Credit Agreement incorporates certain restricted payment provisions, among other things, to permit LFS to repurchase shares under the Company’s Share Repurchase Program (as defined in Note 6).
On May 5, 2023, LFS, LHLLC and the direct and indirect subsidiaries of LFS from time to time included as parties to the agreement entered into the Second Amended and Restated Credit Agreement (the “Second A&R Credit Agreement”) with the lenders party thereto and Wintrust, as administrative agent, which amends and restates the A&R Wintrust Credit Agreement. In
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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.
Prior to its repayment on May 5, 2023 and as of June 30, 2022, the interest rate in effect on the non-hedged portion of the A&R Wintrust Term Loan was 9.25% and 5.75%, respectively. For the period from April 1, 2023 through May 5, 2023 and from January 1, 2023 through May 5, 2023, the Company incurred interest on the A&R Wintrust Term Loan at a weighted average annual interest rate of 9.00% and 8.76%, respectively. For the three and six months ended June 30, 2022, the Company incurred interest on the A&R Wintrust Term Loan at a weighted average annual interest rate of 4.90% and 4.57%, respectively.
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.
As of June 30, 2023, the Company had $10.0 million in borrowings outstanding under the Second A&R Wintrust Revolving Loan. As of December 31, 2022, the Company had no borrowings outstanding under the A&R Wintrust Revolving Loan. During the three and six months ended June 30, 2023, the maximum outstanding borrowings under either the Company's revolving loan arrangements at any time was $10.0 million during both periods and the average daily balance was approximately $6.3 million and $3.1 million, respectively. For the three and six months ended June 30, 2023, the Company incurred interest on the Second A&R Wintrust Revolving Loan at a weighted average annual interest rate of 7.70% for both periods.
During the three and six months ended June 30, 2022, the maximum outstanding borrowings under the A&R Wintrust Revolving Loan at any time was $3.5 million and $9.4 million, respectively, and the average daily balance was approximately $0.1 million for both periods. For the three and six months ended June 30, 2022, the Company incurred interest on the A&R Wintrust Revolving Loan at a weighted average annual interest rate of 4.91% and 4.37%, respectively.
At June 30, 2023, the Company had irrevocable letters of credit in the amount of $4.2 million with its lender to secure obligations under its self-insurance program.
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The following is a summary of the applicable margin and commitment fees payable on the Second A&R Wintrust Revolving Loan credit commitment:
LevelSenior Leverage RatioApplicable Margin for SOFR Revolver loansApplicable 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 June 30, 2023, the Company was in compliance with all financial maintenance covenants as required by the A&R Wintrust Loans.
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 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 June 30, 2023, the financing liability was $4.9 million, net of issuance costs, which was recognized within other long-term debt on the Company's condensed consolidated balance sheets. For the three and six months ended June 30, 2023, approximately $0.1 million and $0.2 million of interest expense associated with the financing was recognized.
Note 6 – 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.
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Warrants
In conjunction with the Company's initial public offering, the Company issued Public Warrants, Private Warrants and $15 Exercise Price Sponsor Warrants. The Company issued certain Merger Warrants and Additional Merger Warrants in conjunction with the Company's business combination with LHLLC in July 2016 (the “Business Combination”). On July 20, 2021, the Public Warrants, Private Warrants, and Additional Merger Warrants expired by their terms. During the three months ended June 30, 2023, 600,000 $15 Exercise Price Sponsor Warrants and 163,444 Merger Warrants were exercised on a cashless basis by the holders of the warrants, which resulted in the warrants being converted into 167,564 and 45,797 shares of the Company's common stock, respectively. For the period from July 1, 2023 through July 20, 2023, the holders of the Merger Warrants exercised 443,032 warrants on a cashless basis, which resulted in the Merger Warrants being converted into 228,945 shares of the Company's common stock. The remaining 23,167 unexercised Merger Warrants expired by their terms on July 20, 2023.
The following table summarizes the underlying shares of common stock with respect to outstanding warrants:
June 30, 2023December 31, 2022
$15 Exercise Price Sponsor Warrants(1)(2)
 600,000 
Merger Warrants(3)(4)
466,199 629,643 
   Total466,199 1,229,643 
(1)    Exercisable for one share of common stock at an exercise price of $15.00 per share (“$15 Exercise Price Sponsor Warrants”).
(2)    Issued under a warrant agreement dated July 15, 2014, between Continental Stock Transfer and Trust Company, as warrant agent, and the Company.
(3)    Exercisable for one share of common stock at an exercise price of $12.50 per share (“Merger Warrants”).
(4)    Issued to the sellers of LHLLC.
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 25, 2022, the Board of Directors approved certain amendments to the Company's Omnibus Incentive Plan (the “2022 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 350,000, for a total of 2,600,000 shares, and extended the term of the plan so that it will expire on the tenth anniversary of the date the stockholders approve the 2022 Amended and Restated Omnibus Incentive Plan. The amendments were approved by the Company's stockholders at the Annual Meeting held on June 22, 2022.
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.
See Note 13 for a discussion of the Company's management incentive plans for restricted stock units (“RSUs”) granted, vested, forfeited and remaining unvested.
Share Repurchase Program
In September 2022, the Company announced that its Board of Directors approved a share repurchase program (the “Share Repurchase Program”) to repurchase shares of its common stock for an aggregate purchase price not to exceed $2.0 million. The share repurchase authority is valid through September 29, 2023. Share repurchases may be executed through various means, including, without limitation, open market transactions, privately negotiated transactions or by other means in accordance with federal securities laws. The Share Repurchase Program does not obligate the Company to acquire any particular amount of common stock, and the program may be suspended or terminated by the Company at any time at its discretion without prior notice. As of June 30, 2023, the Company has made share repurchases of approximately $2.0 million under its Share Repurchase Program.
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
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consecutive subscription periods at a purchase price of 85% of the fair market value of a common share 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 1 and July 1 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 2023, the Company issued 10,997 shares of its common stock to participants in the ESPP who contributed to the plan during the offering period ending December 31, 2022. In January 2022, the Company issued a total of 12,898 shares of its common stock, respectively, to participants in the ESPP who contributed to the plan during the offering periods ending December 31, 2021. As of June 30, 2023, 395,620 shares remain available for future issuance under the ESPP.
Note 7 – 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;
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 June 30, 2023 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, one U.S. Treasury Bill and certain investments in money market funds sponsored by a large financial institution. The Company had no such investments as of December 31, 2022. For the three and six months ending June 30, 2023, the Company recognized interest income of approximately $0.2 million associated with its overnight repurchase agreements, U.S. Treasury Bills 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)June 30, 2023Level 1Level 2Level 3
Cash equivalents:
Overnight repurchase agreements$32,100 $32,100 
U.S. Treasury Bills5,000 5,000 $ $ 
Money market fund3,750 3,750   
Total$40,850 $40,850 $ $ 
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 June 30, 2023, the Company determined that the fair value of the Second
16

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 Jake Marshall Transaction, the former owners of JMLLC and CSLLC may receive up to an aggregate of $6.0 million in cash, consisting of two tranches of $3.0 million, as defined in the purchase agreement, if the gross profit of the acquired companies equals or exceeds $10.0 million in (i) the approximately 13 month period from closing through December 31, 2022 (the “2022 Earnout Period”) or (ii) fiscal year 2023 (the “2023 Earnout Period”), respectively (collectively, the “Earnout Payments”). To the extent, however, that the gross profit of the Acquired Companies is less than $10.0 million, but exceeds $8.0 million, during any of the 2022 Earnout Period or 2023 Earnout Period, the $3.0 million amount will be prorated for such period. The Company initially recognized $3.1 million in contingent consideration, of which the entire balance was included in other long-term liabilities in the Company’s condensed consolidated balance sheets on December 2, 2021. The fair value of contingent Earnout Payments is based on generating growth rates on the projected gross margins of the Acquired Entities and calculating the associated contingent payments based on achieving the earnout targets, which are reassessed each reporting period. In April 2023, the Company made a $3.0 million payment to the former owners of JMLLC and CSLLC related to the 2022 Earnout Period. 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 $0.2 million and $0.3 million for the three and six ended June 30, 2023, respectively, which was presented in change in fair value of contingent consideration in the Company's condensed consolidated statements of operations. During the three and six months ended June 30, 2022, the Company recorded a net increase in the estimated fair value of such liabilities of $0.8 million for both periods. The Company has assessed the estimated exposure to the contingent earnout liability for the 2023 Earnout Period to be approximately $2.7 million at June 30, 2023, which was included in accrued expenses and other current liabilities on the Company's condensed consolidated balance sheets.
The Company determines the fair value of the Earnout Payments by utilizing the Monte Carlo Simulation method, which represents a Level 3 measurement. The Monte Carlo Simulation method models the probability of different financial results of the Acquired Entities during the earn-out period, utilizing a discount rate, which reflects a credit spread over the term-adjusted continuous risk-free rate. As of June 30, 2023 and 2022, the Earnout Payments associated with the Jake Marshall Transaction were valued utilizing a discount rate of 10.2% and 6.83%, respectively. The discount rate was calculated using the build-up method with a risk-free rate commensurate with the term of the Earnout Payments based on the U.S. Treasury Constant Maturity Yield.
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 June 30, 2023, the Company determined that the fair value of the interest rate swap was approximately $0.3 million and is recognized in other assets on the Company's condensed consolidated balance sheets. For the three and six months ended June 30, 2023, the Company recognized a gain of approximately $0.2 million and less than $0.1 million, respectively, on its condensed consolidated statements of operations associated with the change in fair value of the interest rate swap arrangement.
Note 8 – 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 common share applicable to common stockholders is computed by dividing earnings applicable to common stockholders by the weighted-average number of common shares 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 shareholders for the three and six months ended June 30, 2023 and 2022:
17

Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands, except per share amounts)2023202220232022
EPS numerator:  
Net income (loss)$5,320 $866 $8,313 $(650)
EPS denominator:
Weighted average shares outstanding – basic
10,644 10,423 10,560 10,422 
Impact of dilutive securities(1)
863 144 776  
Weighted average shares outstanding – diluted
11,507 10,567 11,336 10,422 
EPS:
Basic
$0.50 $0.08 $0.79 $(0.06)
Diluted$0.46 $0.08 $0.73 $(0.06)
(1)    For the six months ended June 30, 2022, the Company excluded 150,420 of potentially dilutive securities related to certain of the Company's outstanding common stock warrants, shares issued in conjunction with the Company's ESPP and nonvested RSUs. These securities were excluded from the computation as their effect would have been anti-dilutive. As a result, the computations of net loss per share for the six months ended June 30, 2022 is the same for both basic and diluted.
The following table summarizes the securities that were antidilutive or out-of-the-money, and therefore, were not included in the computations of diluted income per common share:
 Three Months Ended
June 30,
Six Months Ended
June 30,
 2023202220232022
Out-of-the-money warrants (see Note 6)
 1,229,643  1,229,643 
Service-based RSUs (See Note 13)
1 17,595 26 72,871 
Performance and market-based RSUs(1)
15 48,229 60 85,969 
Employee Stock Purchase Plan643  2,426 8,451 
Total659 1,295,467 2,512 1,396,934 
(1)    For the three and six months ended June 30, 2022, certain MRSU awards (each defined in Note 13) were not included in the computation of diluted income per common share because the performance and market conditions were not satisfied during the periods and would not be satisfied if the reporting date was at the end of the contingency period.
Note 9 – Income Taxes
The Company is taxed as a C corporation.
For interim periods, the provision for income taxes (including federal, state, local and foreign 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.
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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 provision and our income tax rate for the three and six months ended June 30, 2023 and 2022.
Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands, except percentages)2023202220232022
Income tax provision (benefit)$2,025 $237 $2,647 $(379)
Income tax rate27.6 %21.5 %24.2 %36.8 %
The U.S. federal statutory tax rate was 21% for each of the three and six months ended June 30, 2023 and 2022. 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.
No valuation allowance was required as of June 30, 2023 or December 31, 2022.
Note 10 – Operating Segments
As discussed in Note 1, the Company operates in two segments, (i) GCR, in which the Company generally manages new construction or renovation projects that involve primarily HVAC, plumbing, or electrical services awarded to the Company by general contractors or construction managers, and (ii) ODR, in which the Company provides maintenance or service primarily on HVAC, plumbing or electrical systems, building controls and specialty contracting projects direct to, or assigned by, building owners or property managers. These segments are reflective of how 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 GCR work performed at branches into one GCR reportable segment and all of the ODR work performed at branches into one ODR reportable segment. All transactions between segments are eliminated in consolidation.
On January 17, 2023, the Company announced its planned transition succession, pursuant to which Charles A. Bacon III stepped down as President and Chief Executive Officer on March 28, 2023, and Michael M. McCann, the Company’s former Executive Vice President and Chief Operating Officer, was appointed President and Chief Executive Officer. Following the transition, the Company revised its segment presentation to align with how Mr. McCann assesses performance and makes resource allocation decisions for its operating segments, which is based on segment revenue and segment gross profit. Selling, general and administrative ("SG&A") expenses are no longer reported on a segment basis as the Company's current CODM does not review discrete segment financial information for SG&A in order to assess performance. Interest expense is not allocated to segments because of the corporate management of debt service.
The Company restated segment information for the historical periods presented herein to conform to the current presentation. This change in segment presentation does not affect the Company’s unaudited condensed consolidated statements of operations, balance sheets or statements of cash flows.
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 and six months ended June 30, 2023 and 2022 were as follows:
19

 Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)2023202220232022
Statement of Operations Data:  
Revenue:  
GCR$66,102 $66,336 $128,393 $138,268 
ODR58,780 49,784 117,498 92,674 
Total revenue124,882 116,120 245,891 230,942 
Gross profit:
GCR11,272 8,694 21,590 17,052 
ODR17,241 12,626 33,150 22,608 
Total gross profit28,513 21,320 54,740 39,660 
Selling, general and administrative(1)
20,416 18,690 41,466 37,424 
Change in fair value of contingent consideration162 765 303 765 
Amortization of intangibles383 399 766 798 
Operating income$7,552 $1,466 $12,205 $673 
Less unallocated amounts:
Interest expense(511)(478)(1,178)(964)
Interest income247  247  
Gain (loss) on disposition of property and equipment175 147 (40)111 
Loss on early termination of operating lease (32) (849)
Loss on early debt extinguishment(311) (311) 
Gain on change in fair value of interest rate swap193  37  
Total unallocated amounts
(207)(363)(1,245)(1,702)
Income (loss) before income taxes$7,345 $1,103 $10,960 $(1,029)
(1)    Included within selling, general and administrative expenses was $1.1 million and $0.6 million of stock based compensation expense for the three months ended June 30, 2023 and 2022, respectively. For the six month ended June 30, 2023 and 2022, selling, general and administrative expenses included $2.2 million and $1.2 million of stock based compensation expenses, 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. Interest expense is also not allocated to segments because of the Company’s corporate management of debt service, including interest.
Note 11 - Leases
The Company leases real estate, trucks 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.
20

Related Party Lease Agreement. 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 6 through 10 of the lease term. Fixed rent payments for the extension term shall be 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.
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 June 30, 2023, 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. For the three and six months ended June 30, 2023, the Company recorded approximately $0.3 million and $0.5 million, respectively, of income in selling, general and administrative expenses related to this sublease agreement. For the three and six months ended June 30, 2022, the Company recorded approximately $0.2 million and $0.4 million, respectively, of income in selling, general and administrative expenses related to this sublease agreement.
Pittsburgh Lease Termination. In March, 2022, the Company entered into a lease termination agreement (the “Lease Termination Agreement”) to terminate, effective March 31, 2022, the lease associated with the Company’s office space located in Pittsburgh, Pennsylvania, which previously served as its corporate headquarters. Absent the Lease Termination Agreement, the lease would have expired in accordance with its terms in July 2025. Pursuant to the Lease Termination Agreement, in exchange for allowing the Company to terminate the lease early, the Company agreed to pay a termination fee in the aggregate of approximately $0.7 million in 16 equal monthly installments commencing on April 1, 2022. The Company recognized the full termination fee expense during the first quarter of 2022.
In connection with the lease termination, the Company recognized a gain of $0.1 million associated with the derecognition of the operating lease right-of-use asset and corresponding operating lease liabilities associated with the operating lease and recorded a $0.1 million loss on the disposal of leasehold improvements and moving expenses.
The following table summarizes the lease amounts included in the Company's condensed consolidated balance sheets:
(in thousands)Classification on the Condensed Consolidated Balance SheetsJune 30, 2023December 31, 2022
Assets
Operating
Operating lease right-of-use assets(1)
$17,149 $18,288 
Finance
Property and equipment, net(2)(3)
9,307 7,402 
Total lease assets$26,456 $25,690 
Liabilities
Current
   OperatingCurrent operating lease liabilities$3,598 $3,562 
   FinanceCurrent portion of long-term debt2,431 2,135 
Noncurrent
   OperatingLong-term operating lease liabilities14,513 15,643 
   Finance
Long-term debt(4)
9,881 8,170 
Total lease liabilities$30,423 $29,510 
21

(1)     Operating lease assets are recorded net of accumulated amortization of $11.7 million at June 30, 2023 and $12.2 million at December 31, 2022.
(2)    Finance lease vehicle assets are recorded net of accumulated amortization of $5.1 million at June 30, 2023 and $6.0 million at December 31, 2022.
(3)    Includes approximately $2.5 million and $2.6 million of net property assets associated with the Company's Pontiac Facility as of June 30, 2023 and December 31, 2022, respectively.
(4)    Includes approximately $5.4 million associated with the Company's sale and leaseback financing transaction. See Note 5 for further detail.
The following table summarizes the lease costs included in the Company's condensed consolidated statements of operations for the three and six months ended June 30, 2023 and 2022:
Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)Classification on the Condensed Consolidated Statement of Operations2023202220232022
Operating lease cost
Cost of revenue(1)
$522 $657 $1,083 $1,351 
Operating lease cost
Selling, general and administrative(1)
612 631 1,257 1,335 
Finance lease cost
   Amortization
Cost of revenue(2)
667 685 1,298 1,336 
   Interest
Interest expense, net(2)
86 66 152 132 
Total lease cost$1,887 $2,039 $3,790 $4,154 
(1)    Operating lease costs recorded in cost of revenue included $0.1 million of variable lease costs for each of the three months ended June 30, 2023 and 2022, and $0.2 million for each of the six months ended June 30, 2023 and 2022. In addition, $0.1 million of variable lease costs are included in selling, general and administrative for each of the three months ended June 30, 2023 and 2022, and $0.2 million for each of the six months ended June 30, 2023 and 2022. 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 $0.9 million and $1.0 million for the three months ended June 30, 2023 and 2022, respectively, and $1.8 million for both the six months ended June 30, 2023 and 2022, respectively. These variable lease costs consist of fuel, maintenance, and sales tax charges.
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 June 30, 2023 were as follows (in thousands):
22

Finance Lease ObligationsOperating Lease Obligations
Year ending:VehiclesPontiac FacilityTotal FinanceNon-Related Party
Related Party(1)
Total Operating
Sublease Receipts(2)
Remainder of 2023$1,501 $253 $1,754 $2,033 $225 $2,258 $448 
20242,466 515 2,981 3,435 450 3,885 912 
20251,922 528 2,450 2,928 450 3,378 939 
20261,391 542 1,933 2,815 450 3,265 967 
2027483 555 1,038 1,842 540 2,382 326 
Thereafter 14,302 14,302 1,834 4,275 6,109  
Total minimum lease payments7,763 16,695 24,458 14,887 6,390 21,277 $3,593 
Financing Component (3)
(802)(11,343)(12,145)(1,686)(1,479)(3,165)
Net present value of minimum lease payments6,961 5,351 12,312 13,200 4,911 18,111 
Less: current portion of finance and operating lease obligations(2,431) (2,431)(3,352)(246)(3,598)
Long-term finance and operating lease obligations$4,530 $5,351 $9,881 $9,848 $4,665 $14,513 
(1)    Associated with the aforementioned related party lease entered into with a former member of JMLLC.
(2)    Associated with the aforementioned third party sublease.
(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:
June 30, 2023December 31, 2022
Weighted average lease term (in years):
   Operating6.686.98
   Finance (1)
3.182.73
Weighted average discount rate:
   Operating4.88 %4.76 %
   Finance (1)
6.40 %5.06 %
(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 5 for further detail.
The following is a summary of other information and supplemental cash flow information related to finance and operating leases:
Six months ended June 30,
(in thousands)20232022
Cash paid for amounts included in the measurement of lease liabilities:
   Operating cash flows from operating leases$2,294 $2,619 
   Operating cash flows from finance leases152 132 
   Financing cash flows from finance leases1,302 1,358 
Right-of-use assets exchanged for lease liabilities:
   Operating leases742  
   Finance leases3,392 1,968 
Right-of-use assets disposed or adjusted modifying operating leases liabilities (1,276)
Right-of-use assets disposed or adjusted modifying finance leases liabilities$(30)(77)

23

Note 12 – 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.
On January 23, 2020, plaintiff, Bernards Bros. Inc. (“Bernards”), filed a complaint against the Company in Superior Court of the State of California for the County of Los Angeles. The complaint alleges that the Company's Southern California business unit refused to honor a proposal made to Bernards to act as a subcontractor on a construction project, and that, as a result of the wrongful failure to honor the proposal, Bernards suffered damages in excess of $3.0 million plus interest, including alleged increased costs for hiring a different subcontractor to perform the work. The Company has vigorously defended the suit. Per the agreement of the Company and Bernards, in January 2022, the Court appointed a private referee to manage the case and adjudicate the dispute. A trial took place before the referee in January 2023, and on April 30, 2023, the referee issued an Amended Statement of Decision awarding Bernards approximately $2.2 million. As of December 31, 2022, the Company had determined that a loss was probable, and, as such, recorded an estimated loss contingency in the amount of $2.2 million, which is included in accrued expenses and other current liabilities reported within the Company’s consolidated balance sheets. In addition, the estimated loss contingency was recorded within selling, general and administrative expenses on the Company’s consolidated statements of operations and was presented within GCR selling, general and administrative expenses within the Company’s segment operations data. The Company is currently evaluating its options to appeal the referee's decisions.
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 June 30, 2023, the Company had approximately $117.5 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 $4.4 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 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 consolidated balance sheets. The non-current portion of the liability is included in other long-term liabilities on the 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 consolidated balance sheets as a current liability in accrued expenses and other current liabilities.
The components of the self-insurance liability as of June 30, 2023 and December 31, 2022 are as follows:
24

(in thousands)June 30,
2023
December 31,
2022
Current liability — workers’ compensation and general liability$67 $158 
Current liability — medical and dental433 557 
Non-current liability502 343 
Total liability $1,002 $1,058 
Restricted cash$65 $113 
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 13 – 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. All awards are made in the form of shares only.
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, 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 both the three months ended June 30, 2023 and 2022, the Company recognized $0.3 million and $0.4 million, respectively, of stock-based compensation expense related to outstanding service-based RSUs. For the six months ended June 30, 2023 and 2022, the Company recognized $0.7 million of stock-based compensation expense related to outstanding service-based RSUs during both periods.
The following table summarizes the Company's service-based RSU activity for the six months ended June 30, 2023:
 AwardsWeighted-Average
Grant Date
Fair Value
Unvested at December 31, 2022280,275 $9.06 
Granted
162,369 11.77 
Vested
(163,354)8.58 
Forfeited
(42,131)10.63 
Unvested at June 30, 2023237,159 $10.97 
Performance-Based Awards
The Company grants 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, EPS growth and EBITDA margin performance goals over a three year period.
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The Company recognizes 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 the three months ended June 30, 2023 and 2022, the Company recognized $0.8 million and $0.2 million, respectively, of stock-based compensation expense related to outstanding PRSUs. For the six months ended June 30, 2023 and 2022, the Company recognized $1.5 million and $0.4 million, respectively, of stock-based compensation expense related to outstanding PRSUs.
The following table summarizes the Company's PRSU activity for the six months ended June 30, 2023:
 AwardsWeighted-Average
Grant Date
Fair Value
Unvested at December 31, 2022497,940 $8.32 
Granted
285,005 12.60 
Performance factor adjustment(1)
32,327 4.29 
Vested
(121,827)4.29 
Forfeited
(116,911)9.81 
Unvested at June 30, 2023576,534 $10.75 
(1)     Performance-based awards covering the three year period ended December 31, 2022 were paid out in the first quarter of 2023 based on the approval of the Company's Compensation Committee. The performance factor during the measurement period used to determine compensation payouts was 136.13% of the pre-defined metric target of 100%, which resulted in a positive performance factor adjustment and the issuance of 32,327 of additional awards associated with the original grant.
Market-Based Awards
The vesting of the Company's market-based RSU (“MRSUs”) was contingent upon the Company’s closing price of a share of the Company's common stock on the Nasdaq Capital market, or such other applicable principal securities exchange or quotation system, achieving at least $18.00 over a period of eighty consecutive trading days during the three-year period commencing on August 1, 2018 and concluding on July 31, 2021. On September 4, 2020, the Compensation Committee of the Board of Directors of the Company approved amendments to modify the MRSUs to extend the measurement period to July 16, 2022. In addition to the market performance-based vesting condition, the vesting of such restricted stock unit was subject to continued employment from August 1, 2017 through the later of July 31, 2019 or the date on which the Compensation Committee certifies the achievement of the performance goal. The Company accounted for this amendment as a Type I modification and recognized approximately $0.2 million of incremental stock-based compensation expense over 1.26 years from the modification date based on an updated Monte Carlo simulation model. These awards expired on July 16, 2022 as the MRSU award market condition was not achieved.
Stock-Based Compensation Expense
Total recognized stock-based compensation expense amounted to $1.1 million and $0.6 million for the three months ended June 30, 2023 and 2022, respectively. For the six months ended June 30, 2023 and 2022, the Company recognized stock-based compensation expense of $2.2 million and $1.2 million, respectively. The aggregate fair value as of the vest date of RSUs that vested during the six months ended June 30, 2023 and 2022 was $3.4 million and $1.1 million, respectively. Total unrecognized stock-based compensation expense related to unvested RSUs which are probable of vesting was $4.4 million at June 30, 2023. These costs are expected to be recognized over a weighted average period of 1.83 years.
Note 14 – Subsequent Events
On July 3, 2023, the Company completed an acquisition of Chattanooga, TN-based specialty industrial contractor, ACME Industrial Piping, LLC (“ACME”), for a purchase price at closing of $5 million in cash. The transaction also provides for an earnout of up to $2.5 million potentially being paid out over the next two years. ACME specializes in performing industrial maintenance, capital project work, and emergency services for specialty chemical and manufacturing clients, and is a leading mechanical solutions provider for hydroelectric producers.
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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. We assume no obligation to update any of these forward-looking statements.
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 an integrated building systems solutions firm whose expertise is in the design, modular prefabrication, installation, management and maintenance of HVAC, mechanical, electrical, plumbing and control systems for commercial, institutional and light industrial markets. The Company operates primarily in the Northeast, Mid-Atlantic, Southeast and Midwest regions of the United States. In February 2022, the Company announced its strategic decision to wind down its Southern California GCR and ODR operations. The decision was made to better align the Company’s customer geographic focus and to reduce losses related to unprofitable locations. The Company is currently in the closeout phases on its remaining Southern California business unit projects and expects to fully exit the Southern California region in 2023 aside from certain operational warranty obligations. However, the Company is party to the terms of a sublease agreement for its leased premises in Southern California through April 2027 and remains obligated under the original lease for such office space in the event the sublessee fails to satisfy its obligations under the sublease agreement. See Note 11 for further information on the Southern California Sublease.
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, and pharmaceutical and biotech laboratories and manufacturing facilities;
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;
Industrial and light manufacturing facilities, including automotive, energy and general manufacturing plants;
Higher Education, including both public and private colleges, universities and research centers;
Cultural and entertainment, including sports arenas, entertainment facilities (including casinos) and amusement rides and parks; and
Life sciences, including organizations and companies whose work is centered around research and development focused on living things.
The Company operates in two segments, (i) GCR, in which the Company generally manages new construction or renovation projects that involve primarily HVAC, plumbing, or electrical services awarded to the Company by general contractors or construction managers, and (ii) ODR, in which the Company performs owner direct projects and/or provides maintenance or service primarily on HVAC, plumbing or electrical systems, building controls and specialty contracting projects direct to, or assigned by, building owners or property managers. This work is primarily performed under fixed price, modified fixed price, and time and material contracts over periods of typically less than two years.
Key Components of Condensed Consolidated Statements of Operations
Revenue
The Company generates revenue principally from fixed-price construction contracts to deliver HVAC, 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 HVAC, 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.
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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 are recorded as a contract asset until billable under the contract terms. Billings in excess of costs and estimated earnings are recorded as a contract liability until the related revenue is recognizable.
Cost of Revenue
Cost of revenue primarily consists of the labor, equipment, material, subcontract, and other job costs in connection with fulfilling the terms of our 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 it expects this fluctuation to continue in future periods.
Selling, General and Administrative
Selling, general and administrative (“SG&A”) expenses consist primarily of personnel costs for its administrative, estimating, human resources, safety, information technology, legal, finance and accounting employees and executives. Also included 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 arrangement resulting from the Jake Marshall Transaction. As a part of the total consideration for the Jake Marshall Transaction, the Company initially recognized $3.1 million in contingent consideration associated with the Earnout Payments. The carrying value of the Earnout Payments is subject to remeasurement at fair value at each reporting date through the end of the earnout periods with any changes in the fair value reported as a separate component of operating income in the condensed consolidated statements of operations.
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 in the ODR segment. 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. The Jake Marshall-related intangible assets were recorded under the acquisition method of accounting at their estimated fair values at the acquisition date.
Other (Expenses) Income
Other (expenses) income consists primarily of interest expense incurred in connection with the Company's debt, a loss associated with the early termination of an operating lease, gains or losses associated with the disposition of property, equipment, changes in fair value of interest rate swaps, losses associated with the early extinguishment of debt and interest income earned from its overnight repurchase agreements, money market investments, U.S. Treasury Bills and the Company's interest rate swap agreement. Deferred financing costs are amortized to interest expense using the effective interest method.
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.
For interim periods, the 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.
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Operating Segments
The Company manages and measures the performance of its business in two operating segments: GCR and ODR. These segments are reflective of how 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.
In accordance with ASC Topic 280 – Segment Reporting, the Company has elected to aggregate all of the GCR work performed at branches into one GCR reportable segment and all of the ODR work performed at branches into one ODR reportable segment. All transactions between segments are eliminated in consolidation.
As discussed in Note 10, On January 17, 2023, the Company announced its planned transition succession, pursuant to which Charles A. Bacon III stepped down as President and Chief Executive Officer on March 28, 2023, and Michael M. McCann, the Company’s former Executive Vice President and Chief Operating Officer, was appointed President and Chief Executive Officer. Following the transition, the Company revised its segment presentation to align with how Mr. McCann assesses performance and makes resource allocation decisions for its operating segments, which is based on segment revenue and segment gross profit. SG&A expenses are no longer reported on a segment basis as the Company's current CODM does not review discrete segment financial information for SG&A in order to assess performance. Interest expense is not allocated to segments because of the corporate management of debt service.
The Company restated segment information for the historical periods presented herein to conform to the current presentation. This change in segment presentation does not affect the Company’s unaudited condensed consolidated statements of operations, balance sheets or statements of cash flows.
Comparison of Results of Operations for the three months ended June 30, 2023 and 2022
The following table presents operating results for the three months ended June 30, 2023 and 2022 in dollars and expressed as a percentage of total revenue (except as indicated below), as compared below:
 Three Months Ended June 30,
 20232022
(in thousands except for percentages)
Statement of Operations Data:    
Revenue:    
GCR$66,102 52.9 %$66,336 57.1 %
ODR58,780 47.1 %49,784 42.9 %
Total revenue124,882 100.0 %116,120 100.0 %
Gross profit:    
GCR11,272 17.1 %
(1)
8,694 13.1 %
(1)
ODR17,241 29.3 %
(2)
12,626 25.4 %
(2)
Total gross profit28,513 22.8 %21,320 18.4 %
Selling, general and administrative(3)
20,416 16.3 %18,690 16.1 %
Change in fair value of contingent consideration162 0.1 %765 0.7 %
Amortization of intangibles383 0.3 %399 0.3 %
Total operating income7,552 6.0 %1,466 1.3 %
   Other expenses(207)(0.2)%(363)(0.3)%
Total consolidated income before income taxes7,345 5.9 %1,103 0.9 %
Income tax provision2,025 1.6 %237 0.2 %
Net income$5,320 4.3 %$866 0.7 %
(1)As a percentage of GCR revenue.
(2)As a percentage of ODR revenue.
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(3)Included within selling, general and administrative expenses was $1.1 million and $0.6 million of stock based compensation expense for the three months ended June 30, 2023 and 2022, respectively.
Revenue
 Three Months Ended June 30,
 20232022Increase/(Decrease)
(in thousands except for percentages)
Revenue:    
GCR$66,102 $66,336 $(234)(0.4)%
ODR58,780 49,784 8,996 18.1 %
Total revenue$124,882 $116,120 $8,762 7.5 %
Revenue for the three months ended June 30, 2023 increased by $8.8 million compared to the three months ended June 30, 2022. GCR revenue decreased by $0.2 million, or 0.4%, while ODR revenue increased by $9.0 million, or 18.1%. 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.
Gross Profit
 Three Months Ended June 30,
 20232022Increase/(Decrease)
(in thousands except for percentages)
Gross profit:    
GCR$11,272 $8,694 $2,578 29.7 %
ODR17,241 12,626 4,615 36.6 %
Total gross profit$28,513 $21,320 $7,193 33.7 %
Total gross profit as a percentage of consolidated total revenue22.8 %18.4 %  
The Company's gross profit for the three months ended June 30, 2023 increased by $7.2 million compared to the three months ended June 30, 2022. GCR gross profit increased $2.6 million, or 29.7%, primarily due to higher margins on project work period over period. ODR gross profit increased $4.6 million, or 36.6%, due to the combination of an increase in revenue and higher margins driven by contract mix. The total gross profit percentage increased from 18.4% for the three months ended June 30, 2022 to 22.8% for the same period ended in 2023, mainly driven by the mix of higher margin ODR segment work and becoming more selective when pursuing GCR work.
The Company recorded revisions in its contract estimates for certain GCR and ODR projects. During the three months ended June 30, 2023, the Company did not record any material gross profit write-ups or write-downs that had a net gross profit impact of $0.5 million or more. During the three months ended June 30, 2022, the Company recorded a material gross profit write-up on one GCR project for a total of $1.3 million that had a net gross profit impact of $0.5 million or more.
Selling, General and Administrative
 Three Months Ended June 30,
 20232022Increase/(Decrease)
(in thousands except for percentages)
Selling, general and administrative$20,416 $18,690 $1,726 9.2 %
Total selling, general and administrative as a percentage of consolidated total revenue16.3 %16.1 %  
The Company's SG&A expense for the three months ended June 30, 2023 increased by approximately $1.7 million compared to the three months ended June 30, 2022. The increase in SG&A was primarily due to a $1.3 million increase associated with payroll related expenses and a $0.5 million increase in stock compensation expense, partially offset by a $0.4 million decrease in rent related expenses. Additionally, SG&A as a percentage of revenue were 16.3% for the three months ended June 30, 2023 and 16.1% for the three months ended June 30, 2022.
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Change in Fair Value of Contingent Consideration
The change in fair value of the Earnout Payments contingent consideration was a $0.2 million and a $0.8 million loss for the three months ended June 30, 2023 and 2022, 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 arrangement as of June 30, 2023 and 2022.
Amortization of Intangibles
 Three Months Ended June 30,
 20232022Increase/(Decrease)
(in thousands except for percentages)
Amortization of intangibles (Corporate)$383 $399 $(16)(4.0)%
Total amortization expense for the three months ended June 30, 2023 and 2022 was $0.4 million. See Note 4 for further information on the Company's intangible assets.
Other Expenses
 Three Months Ended June 30,
 20232022Change
(in thousands except for percentages)
Other (expenses) income:    
Interest expense$(511)$(478)$(33)6.9 %
Interest income247 — 247 100.0 %
Gain on disposition of property and equipment175 147 28 19.0 %
Gain on change in fair value of interest rate swap193 — 193 100.0 %
Loss on early termination of operating lease— (32)32 100.0 %
Loss on early debt extinguishment(311)— (311)(100.0)%
Total other expenses$(207)$(363)$156 (43.0)%
Total other expenses for the three months ended June 30, 2023 was $0.2 million as compared to $0.4 million for the three months ended June 30, 2022. The decrease in total other expenses was primarily driven by a $0.2 million increase in interest income related to the Company's overnight repurchase agreements, investments in U.S. Treasury Bills and money market funds, as well as interest income recognized with its interest rate swap agreement. The decrease in total other expenses was partially offset by a $0.3 million loss on early debt extinguishment recognized during the second quarter of 2023 and an increase in interest expense due to an increase in the average interest rate on the Company's outstanding borrowings in 2023 compared to the prior year.
Income Taxes
The Company recorded an income tax provision of $2.0 million and $0.2 million for the three months ended June 30, 2023 and 2022, respectively. The effective tax rate was 27.6% and 21.5% for the three months ended June 30, 2023 and 2022, respectively. The U.S. federal statutory tax rate was 21% for the three months ended June 30, 2023 and 2022. The difference between the U.S. federal statutory tax rate and the Company’s effective tax rate for the three months ended June 30, 2023 was primarily due to state income taxes, tax credits, other permanent adjustments and discrete tax items.
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Comparison of Results of Operations for the six months ended June 30, 2023 and 2022
The following table presents operating results for the six months ended June 30, 2023 and 2022 in dollars and expressed as a percentage of total revenue (except as indicated below), as compared below:
 Six Months Ended June 30,
 20232022
(in thousands except for percentages)
Statement of Operations Data:    
Revenue:    
GCR$128,393 52.2 %$138,268 59.9 %
ODR117,498 47.8 %92,674 40.1 %
Total revenue245,891 100.0 %230,942 100.0 %
Gross profit:    
GCR21,590 16.8 %
(1)
17,052 12.3 %
(1)
ODR33,150 28.2 %
(2)
22,608 24.4 %
(2)
Total gross profit54,740 22.3 %39,660 17.2 %
Selling, general and administrative(3)
41,466 16.9 %37,424 16.2 %
Change in fair value of contingent consideration303 0.1 %765 0.3 %
Amortization of intangibles766 0.3 %798 0.3 %
Total operating income12,205 5.0 %673 0.3 %
   Other expenses(1,245)(0.5)%(1,702)(0.7)%
Total consolidated income before income taxes10,960 4.5 %(1,029)(0.4)%
Income tax provision (benefit)2,647 1.1 %(379)(0.2)%
Net income (loss)$8,313 3.4 %$(650)(0.3)%
(1)As a percentage of GCR revenue.
(2)As a percentage of ODR revenue.
(3)Included within selling, general and administrative expenses was $2.2 million and $1.2 million of stock based compensation expense for the six months ended June 30, 2023 and 2022, respectively.
Revenue
 Six Months Ended June 30,
 20232022Increase/(Decrease)
(in thousands except for percentages)
Revenue:    
GCR$128,393 $138,268 $(9,875)(7.1)%
ODR117,498 92,674 24,824 26.8 %
Total revenue$245,891 $230,942 $14,949 6.5 %
Revenue for the six months ended June 30, 2023 increased by $14.9 million compared to the six months ended June 30, 2022. GCR revenue decreased by $9.9 million, or 7.1%, while ODR revenue increased by $24.8 million, or 26.8%. The decrease in period over period GCR segment revenue was primarily due to revenue declines in the New England, Mid-Atlantic, Ohio, Southern California and Tampa operating regions. The Company continued to focus on improving project execution and profitability by pursuing GCR opportunities that were smaller in size, shorter in duration, and where the Company can leverage its captive design and engineering services. 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.
Gross Profit
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 Six Months Ended June 30,
 20232022Increase/(Decrease)
(in thousands except for percentages)
Gross profit:    
GCR$21,590 $17,052 $4,538 26.6 %
ODR33,150 22,608 10,542 46.6 %
Total gross profit$54,740 $39,660 $15,080 38.0 %
Total gross profit as a percentage of consolidated total revenue22.3 %17.2 %  
The Company's gross profit for the six months ended June 30, 2023 increased by $15.1 million compared to the six months ended June 30, 2022. GCR gross profit increased $4.5 million, or 26.6%, primarily due to higher margins despite lower revenue. ODR gross profit increased $10.5 million, or 46.6%, due to the combination of an increase in revenue and higher margins driven by contract mix. The total gross profit percentage increased from 17.2% for the six months ended June 30, 2022 to 22.3% for the same period ended in 2023, mainly driven by the mix of higher margin ODR segment work and becoming more selective when pursuing GCR work.
The Company recorded revisions in its contract estimates for certain GCR and ODR projects. During the six months ended June 30, 2023, the Company did not record any material gross profit write-ups or write-downs that had a net gross profit impact of $0.5 million or more. During the six months ended June 30, 2022, the Company recorded a material gross profit write-up on one GCR project for a total of $1.3 million that had a net gross profit impact of $0.5 million or more.
Selling, General and Administrative
 Six Months Ended June 30,
 20232022Increase/(Decrease)
(in thousands except for percentages)
Selling, general and administrative$41,466 $37,424 $4,042 10.8 %
Total selling, general and administrative as a percentage of consolidated total revenue16.9 %16.2 %  
The Company's SG&A expense for the six months ended June 30, 2023 increased by approximately $4.0 million compared to the six months ended June 30, 2022. The increase in SG&A was primarily due to a $3.2 million increase associated with payroll related expenses, $1.0 million related to CEO transition costs and a $1.1 million increase in stock compensation expense, partially offset by a $0.9 million decrease in in rent related expenses and a $0.8 million decrease in professional fees. Additionally, SG&A as a percentage of revenue were 16.9% for the six months ended June 30, 2023 and 16.2% for the six months ended June 30, 2022.
Change in Fair Value of Contingent Consideration
The change in fair value of the Earnout Payments contingent consideration was a $0.3 million and a $0.8 million loss for the six months ended June 30, 2023 and 2022, 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 arrangement as of June 30, 2023 and 2022.
Amortization of Intangibles
 Six Months Ended June 30,
 20232022Increase/(Decrease)
(in thousands except for percentages)
Amortization of intangibles (Corporate)$766 $798 $(32)(4.0)%
Total amortization expense for the six months ended June 30, 2023 and 2022 was $0.8 million. See Note 4 for further information on the Company's intangible assets.
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Other Expenses
 Six Months Ended June 30,
 20232022Change
(in thousands except for percentages)
Other (expenses) income:    
Interest expense$(1,178)$(964)$(214)22.2 %
Interest income247 — $247 100.0 %
(Loss) gain on disposition of property and equipment(40)111 (151)(136.0)%
Loss on change in fair value of interest rate swap37 — 37 100.0 %
Loss on early termination of operating lease— (849)849 100.0 %
Loss on early debt extinguishment(311)— (311)(100.0)%
Total other expenses$(1,245)$(1,702)$457 (26.9)%
Total other expenses for the six months ended June 30, 2023 was $1.2 million as compared to $1.7 million for the six months ended June 30, 2022. The decrease in total other expense was primarily driven by a $0.2 million increase in interest income related to the Company's overnight repurchase agreements, investments in U.S. Treasury Bills and money market funds, as well as interest income recognized with its interest rate swap agreement. In addition, during the six months ended June 30, 2022, the Company recognized a $0.8 million loss as a result of the early termination of its Pittsburgh operating lease. See Note 11 for further information. The decrease in total other expenses was partially offset by a $0.3 million loss on early debt extinguishment recognized during 2023 and an increase in interest expense due to an increase in the average interest rate on the Company's outstanding borrowings in 2023 compared to the prior year.
Income Taxes
The Company recorded an income tax provision of $2.6 million and an income tax benefit of $0.4 million for the six months ended June 30, 2023 and 2022, respectively. The effective tax rate was 24.2% and 36.8% for the six months ended June 30, 2023 and 2022, respectively. The U.S. federal statutory tax rate was 21% for the three months ended June 30, 2023 and 2022. The difference between the U.S. federal statutory tax rate and the Company’s effective tax rate for the three months ended June 30, 2023 was primarily due to state income taxes, tax credits, other permanent adjustments and discrete tax items.
GCR and ODR 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. Additional information related to the Company’s remaining performance obligations is provided in Note 3.
The Company's GCR backlog as of June 30, 2023 was $260.2 million compared to $302.9 million at December 31, 2022. 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 GC/CM of their intention to award the Company 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 52% of its GCR backlog as of June 30, 2023 will be recognized as revenue over the remainder of 2023. Additionally, the reduction in GCR backlog has been intentional as the Company looks to focus on higher margin projects than historically, as well as its focus on smaller, higher margin owner direct projects.
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In addition, ODR backlog as of June 30, 2023 was $133.0 million compared to $108.2 million at December 31, 2022. These amounts reflect unrecognized revenue expected to be recognized over the remaining terms of our service contracts and projects. Based on historical trends, the Company currently estimates that 72% of its ODR backlog as of June 30, 2023 will be recognized as revenue over the remainder of 2023. The Company believes its ODR backlog increased due to its continued focus on the accelerated growth of its ODR business.
Of the total backlog at June 30, 2023, the Company expects to recognize approximately $231.5 million over the remainder of 2023.
Market Update
Although the Company has been experiencing strong demand, certain events continue to impact its business, including: global economic conditions, the inflationary cost environment, disruption in our supply chain, the coronavirus disease 2019 (“COVID-19”) pandemic, and the ongoing conflict between Russia and Ukraine. The Company expects elevated levels of cost inflation to persist throughout 2023, although at lower levels than experienced in 2022. The Company anticipates in 2023 that these headwinds will be partially mitigated by pricing actions taken in response to the inflationary cost environment, supply chain productivity improvements and cost savings initiatives. The effects of inflation have also resulted in central banks raising short-term interest rates and, as a result, the Company expects that its interest expense will increase in 2023. While the Company expects the impacts of COVID-19 on its business to moderate, there still remains uncertainty around the pandemic, its effect on labor or other macroeconomic factors, its severity and duration, the continued availability and effectiveness of vaccines and actions taken by third parties or by government authorities in response, including restrictions, laws or regulations, or other responses. Also, the ongoing conflict between Russia and Ukraine, and the sanctions imposed in response to this conflict, have increased global economic and political uncertainty.
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. Further, 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 our business, financial condition, and/or results of operations.
Outlook
The Company continues to focus on creating value for building owners by targeting opportunities for long-term relationships with the vision of becoming an indispensable partner to building owners with mission-critical systems. For 2023, the Company has taken and plans to continue taking steps to focus on the following key areas: (i) improve profitability, operating cash flows and actions oriented to maintaining sufficient liquidity, (ii) focus on ODR-related work with an emphasis on dedicated account relationships (iii) invest in its workforce and (iv) improve project execution and profitability in its GCR segment by remaining selective and pursuing processes that avoid or reduce exposure to jobs that create potential financial challenges for the Company.
In focusing on profitability and cash flows, among other things, the Company has dedicated and continues to dedicate, its resources toward the growth of its ODR segment as the scope of services provided within the Company’s ODR segment typically yield higher margins when compared to its GCR segment work. The Company reaffirms its focus on expanding the number and breadth of owner relationships that it serves on a direct basis and to leverage these expanded owner-direct relationships to deliver a broad suite of services. In addition, the Company proactively manages its current accounts and maintains a high standard of dedication to those account relationships. The Company’s primary focus is working with customers where their systems are mission critical and have needs regardless of the macroeconomic environment. As it relates to the Company’s ODR-related work, the Company has made substantial investments to expand its ODR revenue by increasing the value it can offer to service and maintenance customers and continues to evaluate areas in which it could expand the breadth of its service offerings to better serve its clients. The Company is focused on its differentiated business model that combines engineering, craft labor and a true partner approach, all of which creates value for its customers. This differentiated business model combines elements of traditional non-residential construction, building service and maintenance, energy services, data analytics and property management. Employee development underpins the Company’s efforts to execute its 2023 strategy. The Company is actively concentrating managerial and sales resources on training and hiring experienced employees to sell and profitably perform ODR-related work.
Additionally, the Company believes that it can further increase its cash flow and operating income by acquiring strategically synergistic companies that will supplement the Company’s current business model, address capability gaps and enhance the breadth of its service offerings to better serve its clients. The Company has dedicated, and continues to dedicate, its resources to
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seek opportunities to acquire businesses that have attractive market positions, a record of consistent positive cash flow, and desirable market locations. However, as a specialty contractor providing HVAC, plumbing, electrical and building controls design, engineering, installation and maintenance services in commercial, institutional and light industrial markets, our operating cash flows are subject to variability, including variability associated with winning, performing and closing work and projects.
The Company’s operating cash flows are also impacted by the timing related to the resolution of the uncertainties inherent in the complex nature of the work that it performs, including claims and back charge settlements. Although the Company believes that it has adequate plans related to providing sufficient operating working capital and liquidity in the short-term, the complex nature of the work the Company performs, including related to claims and back charge settlements could prove those plans to be incorrect. If those plans prove to be incorrect, the Company’s financial position, results of operations, cash flows and liquidity could be materially and adversely impacted. 
As it relates to focusing on owner-direct work and the Company’s focus on job selection and processes, 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 is continuing to take steps to actively reduce these risks as it looks at future job selection and as it completes current jobs. 
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 our results of operations and financial condition. During fiscal year 2022 and through the second quarter of 2023, we have experienced higher cost of materials on specific projects and delays in our supply chain for equipment and service vehicles from the manufacturers, and we expect these higher costs and delays in our supply chain to persist throughout 2023. When appropriate, we include cost escalation factors into our bids and proposals, as well as limit the acceptance time of our bid. In addition, we are often able to mitigate the impact of future price increases by entering into fixed price purchase orders for materials and equipment and subcontracts on our projects. Notwithstanding these efforts, if we experience significant disruptions to our supply chain, we may need to delay certain projects that would otherwise be accretive to our business, and this may also impact the conversion rate of our current backlog into revenue.
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.
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The following table presents summary cash flow information for the periods indicated:
 Six Months Ended June 30,
20232022
(in thousands)
Net cash provided by (used in):  
Operating activities
$26,292 $12,620 
Investing activities
(1,224)(284)
Financing activities
(15,188)(7,182)
Net increase in cash, cash equivalents and restricted cash$9,880 $5,154 
Noncash investing and financing transactions:
   Right of use assets obtained in exchange for new operating lease liabilities$742 $— 
   Right of use assets obtained in exchange for new finance lease liabilities3,392 1,968 
   Right of use assets disposed or adjusted modifying operating lease liabilities— (1,276)
   Right of use assets disposed or adjusted modifying finance lease liabilities(30)(77)
Interest paid1,181 911 
Cash paid for income taxes$3,919 $696 
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 the Company's 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-weekly, 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 doubtful accounts where appropriate. The Company believes that its reserves for its expected credit losses are appropriate as of June 30, 2023 and December 31, 2022, 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.
The Company's existing current backlog is projected to provide substantial coverage of forecasted GCR revenue for one year from the date of the financial statement issuance. 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 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 the next twelve months.
The following table represents our summarized working capital information:
(in thousands, except ratios)June 30, 2023December 31, 2022
Current assets$199,209 $225,990 
Current liabilities(127,269)(159,085)
Net working capital$71,940 $66,905 
Current ratio (1)
1.57 1.42 
(1)    Current ratio is calculated by dividing current assets by current liabilities.
As discussed above and in Note 5, as of June 30, 2023, the Company was in compliance with all financial maintenance covenants as required by its credit facility.
Cash Flows Provided by (Used in) Operating Activities
The following is a summary of the significant sources (uses) of cash from operating activities:
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 Six Months Ended June 30,
(in thousands)
20232022Cash Inflow (outflow)
Cash flows from operating activities:  
Net income (loss)$8,313 $(650)$8,963 
Non-cash operating activities(1)
8,596 9,214 (618)
Changes in operating assets and liabilities:
Accounts receivable37,096 (11,796)48,892 
Contract assets2,029 8,904 (6,875)
Other current assets(1,861)(520)(1,341)
Accounts payable, including retainage(21,747)(635)(21,112)
Prepaid income taxes(719)(562)(157)
Accrued taxes payable(383)(501)118 
Contract liabilities(325)13,123 (13,448)
Operating lease liabilities(1,836)(2,165)329 
Accrued expenses and other current liabilities(1,806)(1,861)55 
Payment of contingent consideration liability in excess of acquisition-date fair value(1,224)— (1,224)
Other long-term liabilities159 69 90 
Cash provided by working capital9,383 4,056 5,327 
Net cash provided by operating activities$26,292 $12,620 $13,672 
(1)Represents non-cash activity associated with depreciation and amortization, provision for credit losses / doubtful accounts, 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, loss on early termination of operating lease, changes in fair value of contingent consideration and changes in the fair value of the Company's interest rate swap.
During the six months ended June 30, 2023, the Company generated $26.3 million in cash from its operating activities, which consisted of cash provided by working capital of $9.4 million, non-cash adjustments of $8.6 million (primarily depreciation and amortization, stock-based compensation expense, operating lease expense and the change in fair value of contingent consideration) and net income for the period of $8.3 million. During the six months ended June 30, 2022, the Company generated $12.6 million from its operating activities, which consisted of cash provided by working capital of $4.1 million and $9.2 million of non-cash adjustments (primarily depreciation and amortization, stock-based compensation expense, operating lease expense, the change in fair value of contingent consideration and a loss from the early termination of an operating lease), partially offset by a net loss for the period of $0.7 million.
The increase in operating cash flows during the six months ended June 30, 2023 compared to the six months ended June 30, 2022 was primarily attributable to a $48.9 million period-over-period cash inflow related to the change in accounts receivable, which was due to the timing of cash receipts inclusive of a $10.0 million cash receipt associated with an outstanding claim resolution. This cash inflow was partially offset by a $20.3 million cash outflow period-over-period related to the aggregate change in our contract assets and liabilities and a $21.1 million change in accounts payable, including retainage. The decrease in our overbilled position was due to the timing of contract billings and the recognition of contract revenue. The cash outflows associated with our accounts payable was due to the timing of cash receipts and payments.
Cash Flows Used in Investing Activities
Cash flows used in investing activities were $1.2 million and $0.3 million for the six months ended June 30, 2023 and 2022, respectively. For the six months ended June 30, 2023, $1.5 million was used to purchase property and equipment, offset by $0.3 million in proceeds from the sale of property and equipment. For the six months ended June 30, 2022, $0.5 million was used to purchase property and equipment, offset by $0.2 million in proceeds from the sale of property and equipment.
The majority of our 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) Provided by Financing Activities
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Cash flows used in financing activities were $15.2 million for the six months ended June 30, 2023 compared to $7.2 million for the six months ended June 30, 2022. During the six months ended June 30, 2023, as a result of the execution of the Second A&R Wintrust Credit Agreement, the Company paid off the remaining principal portion of the A&R Wintrust Term Loan of $19.0 million. Prior to the termination of the A&R Wintrust Term Loan, the Company made principal payments of $2.4 million, consisting of monthly installment payments of $0.6 million. In addition, the Company paid approximately $0.8 million in taxes related to net share settlement of equity awards, $1.3 million for payments on finance leases and made a $3.0 million payment to the former owners of JMLLC and CSLLC related to the 2022 Earnout Period, of which $1.7 million was recognized as a cash outflow from financing activities. These cash financing outflows were partially offset by $10.0 million in proceeds from borrowings under the Second A&R Wintrust Revolving Loan and $0.2 million associated with proceeds from contributions to the ESPP.
For the six months ended June 30, 2022, the Company made principal payments of $9.1 million, consisting of monthly installment payments of $0.6 million, an Excess Cash Flow payment of $3.3 million and a Net Claim Proceeds payment of $2.1 million, payments on the A&R Wintrust Revolving Loan of $11.7 million, payments of $1.4 million on finance leases and $0.4 million in taxes related to net share settlement of equity awards. These financing cash outflows were partly offset by $15.2 million in proceeds from borrowings under the A&R Wintrust Revolving Loan and $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 June 30, 2023:
(in thousands)  
Cash & cash equivalents(1)
 $45,929 
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
(4,170) 
Net credit agreement capacity available
 35,830 
Total available funding capacity $81,759 
(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 June 30, 2023 consisted of certain overnight repurchase agreements, as well as money market investments and one U.S. Treasury Bill.
Cash Flow Summary
Management continued to devote additional resources to its billing and collection efforts during the six months ended June 30, 2023. 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.
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 $45.9 million as of June 30, 2023, 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 $35.8 million of availability as of June 30, 2023) 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:
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(in thousands)June 30, 2023December 31, 2022
A&R Wintrust Term Loan - term loan payable in quarterly installments of principal, plus interest through February 2026— 21,453 
Wintrust Revolving Loans10,000 — 
Finance leases – collateralized by vehicles, payable in monthly installments of principal, plus interest ranging from 3.96% to 8.35% through 20276,961 4,954 
Financing liability5,351 5,351 
Total debt22,312 31,758 
Less - Current portion of long-term debt(2,431)(9,564)
Less - Unamortized discount and debt issuance costs(396)(666)
Long-term debt$19,485 $21,528 
See Note 5 for further discussion.
Surety Bonding
In connection with our business, we are occasionally required to provide various types of surety bonds that provide an additional measure of security to our customers for our performance under certain government and private sector contracts. Our ability to obtain surety bonds depends upon our 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 our backlog that we have currently bonded and their current underwriting standards, which may change from time-to-time. The bonds we provide typically reflect the contract value. As of June 30, 2023 and December 31, 2022, the Company had approximately $117.5 million and $129.6 million in surety bonds outstanding, respectively. We believe that our $800.0 million bonding capacity provides us with a significant competitive advantage relative to many of our competitors which have limited bonding capacity. See Note 12 for further discussion.
Insurance and Self-Insurance
We purchase 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. We accrue 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 consolidated balance sheets. The non-current portion of the liability is included in other long-term liabilities on the consolidated balance sheets.
We are self-insured related to medical and dental claims under policies with annual per-claimant and annual aggregate stop-loss limits. We accrue 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 a current liability in accrued expenses and other current liabilities. See Note 12 for further discussion.
Multiemployer Pension Plans
We participate in approximately 40 multiemployer pension plans (“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, we are responsible with the other participating employers for any plan underfunding. Our 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 their funded 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 us 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.
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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.
We could also be obligated to make payments to MEPPs if we either cease to have an obligation to contribute to the MEPP or significantly reduce our contributions to the MEPP because we reduce 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 our proportionate share of the MEPPs’ unfunded vested benefits. We believe that certain of the MEPPs in which we participate may have unfunded vested benefits. Due to uncertainty regarding future factors that could trigger withdrawal liability, we are unable to determine (a) the amount and timing of any future withdrawal liability, if any, and (b) whether our participation in these MEPPs could have a material adverse impact on our financial condition, results of operations or liquidity.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting company as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); therefore, pursuant to Item 301(c) of Regulation S-K, we are not required to provide the information required by this Item.
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 June 30, 2023, 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 12 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, 2022.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Purchases of Equity Securities by the Issuer and the Affiliated Purchasers
In September 2022, the Company announced that its Board of Directors approved the Share Repurchase Program to repurchase shares of its common stock for an aggregate purchase price not to exceed $2.0 million. The share repurchase authority is valid through September 29, 2023. Share repurchases may be executed through various means, including, without limitation, open market transactions, privately negotiated transactions or by other means in accordance with federal securities laws. The Share Repurchase Program does not obligate the Company to acquire any particular amount of common stock, and the program may be suspended or terminated by the Company at any time at its discretion without prior notice. As of June 30, 2023, approximately $2.0 million of common stock was repurchased under its Share Repurchase Program, which was funded from the Company’s available cash on hand. There were no shares repurchased during the three and six months ended June 30, 2023.
Shares Issued from the Exercise of Warrants
During the three months ended June 30, 2023, 600,000 $15 Exercise Price Sponsor Warrants and 163,444 Merger Warrants were exercised on a cashless basis by the holders of the warrants, which resulted in the warrants being converted into, and the Company issuing, 167,564 and 45,797 shares of the Company's common stock, respectively. The Company received no proceeds from the cashless exercise of the $15 Exercise Price Sponsor Warrants or the Merger Warrants.
The above securities were issued in reliance upon an exemption from registration pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
At our 2022 Annual Meeting of Stockholders held on June 22, 2022 (the “2022 Annual Meeting”), our stockholders approved, (i) the election of two Class C members of the Company’s Board of Directors; (ii) the approval of an amendment to the Limbach Holdings, Inc. Amended and Restated Omnibus Incentive Plan, which included an increase in the number of authorized shares under the plan by 350,000 shares of the Company’s common stock, par value $0.0001 per share; (iii) a non-binding advisory vote on the compensation of the Company’s named executive officers; and (iv) the ratification of the appointment of the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 (the “Stockholder Actions”). The Stockholder Actions are described more fully in the Company’s definitive proxy statement for the 2022 Annual Meeting, filed with the Securities and Exchange Commission (“SEC”) on April 29, 2022, and the voting results from the meeting are set forth in the Company’s Current Report on Form 8-K filed with the SEC on June 23, 2022. The record date established for the 2022 Annual Meeting was April 22, 2022, which exceeded by one day the maximum of 60 days by which a record date is permitted to precede a meeting of stockholders under the Delaware General Corporation Law (the “DGCL”) and the Company’s Amended and Restated Bylaws. The Company has filed a petition seeking the approval of the Delaware Court of Chancery, pursuant to Section 205 of the DGCL, to validate the Stockholder Actions. The Company intends to provide additional information regarding this process as the proceeding under Section 205 moves forward.
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Item 6. Exhibits
Exhibit Description
 
 
 
 
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.
*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: August 9, 2023
44

EXHIBIT 31.1
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Michael M. McCann, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 of Limbach Holdings, Inc. (the "registrant");
2.Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 /s/ Michael M. McCann 
 Michael M. McCann
 President and Chief Executive Officer
Date: August 9, 2023


EXHIBIT 31.2
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Jayme L. Brooks, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 of Limbach Holdings, Inc. (the "registrant");
2.Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 /s/ Jayme L. Brooks  
 Jayme L. Brooks
 Executive Vice President and Chief Financial Officer
Date: August 9, 2023



EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Limbach Holdings, Inc. (the “Company”) for the quarter ended June 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned Michael M. McCann, the President and Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of the undersigned’s knowledge and belief:
(1)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: August 9, 2023 
By/s/ Michael M. McCann 
Michael M. McCann, President and Chief Executive Officer 
(Principal Executive Officer) 


EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Limbach Holdings, Inc. (the “Company”) for the quarter ended June 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned Jayme L. Brooks, the Executive Vice President and Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of the undersigned’s knowledge and belief:
(1)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as amended; and
(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: August 9, 2023 
By/s/ Jayme L. Brooks 
Jayme L. Brooks, Executive Vice President and Chief Financial Officer 
(Principal Financial and Accounting Officer) 

v3.23.2
Cover - shares
6 Months Ended
Jun. 30, 2023
Aug. 07, 2023
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Jun. 30, 2023  
Document Transition Report false  
Entity File Number 001-36541  
Entity Registrant Name LIMBACH HOLDINGS, INC.  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 46-5399422  
Entity Address, Address Line One 797 Commonwealth Drive  
Entity Address, City or Town Warrendale  
Entity Address, State or Province PA  
Entity Address, Postal Zip Code 15086  
City Area Code 412  
Local Phone Number 359-2100  
Title of 12(b) Security Common Stock, par value $0.0001 per share  
Trading Symbol LMB  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   11,003,424
Amendment Flag false  
Document Fiscal Year Focus 2023  
Document Fiscal Period Focus Q2  
Entity Central Index Key 0001606163  
Current Fiscal Year End Date --12-31  
v3.23.2
Condensed Consolidated Balance Sheets (Unaudited) - USD ($)
$ in Thousands
Jun. 30, 2023
Dec. 31, 2022
Current assets:    
Cash and cash equivalents $ 45,929 $ 36,001
Restricted cash 65 113
Accounts receivable (net of allowance for credit losses of $295 and net of allowance for doubtful accounts of $234 as of June 30, 2023 and December 31, 2022, respectively) 87,230 124,442
Contract assets 59,424 61,453
Income tax receivable 814 95
Other current assets 5,747 3,886
Total current assets 199,209 225,990
Property and equipment, net 19,623 18,224
Intangible assets, net 14,575 15,340
Goodwill 11,370 11,370
Operating lease right-of-use assets 17,149 18,288
Deferred tax asset 4,999 4,829
Other assets 502 515
Total assets 267,427 294,556
Current liabilities:    
Current portion of long-term debt 2,431 9,564
Less: current portion of finance and operating lease obligations 3,598 3,562
Accounts payable, including retainage 53,376 75,122
Contract liabilities 43,682 44,007
Accrued income taxes 1,505 1,888
Accrued expenses and other current liabilities 22,677 24,942
Total current liabilities 127,269 159,085
Long-term debt 19,485 21,528
Long-term finance and operating lease obligations 14,513 15,643
Other long-term liabilities 502 2,858
Total liabilities 161,769 199,114
Commitments and contingencies (Note 12)
STOCKHOLDERS’ EQUITY    
Common stock, $0.0001 par value; 100,000,000 shares authorized, issued 10,946,316 and 10,471,410, respectively, and 10,766,664 and 10,291,758 outstanding, respectively 1 1
Additional paid-in capital 89,712 87,809
Treasury stock, at cost (179,652 shares at both period ends) (2,000) (2,000)
Retained earnings 17,945 9,632
Total stockholders’ equity 105,658 95,442
Total liabilities and stockholders’ equity $ 267,427 $ 294,556
v3.23.2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($)
$ in Thousands
Jun. 30, 2023
Dec. 31, 2022
Statement of Financial Position [Abstract]    
Accounts receivable, allowance for credit loss, current $ 295 $ 234
Common stock, par or stated value per share (in usd per share) $ 0.0001 $ 0.0001
Common stock, shares authorized (in shares) 100,000,000 100,000,000
Common stock, shares, issued (in shares) 10,946,316 10,471,410
Common stock, shares, outstanding (in shares) 10,766,664 10,291,758
Treasury stock (in shares) 179,652 179,652
v3.23.2
Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Income Statement [Abstract]        
Revenue $ 124,882 $ 116,120 $ 245,891 $ 230,942
Cost of revenue 96,369 94,800 191,151 191,282
Gross profit 28,513 21,320 54,740 39,660
Operating expenses:        
Selling, general and administrative 20,416 18,690 41,466 37,424
Change in fair value of contingent consideration 162 765 303 765
Amortization of intangibles 383 399 766 798
Total operating expenses 20,961 19,854 42,535 38,987
Operating income 7,552 1,466 12,205 673
Other (expenses) income:        
Interest expense (511) (478) (1,178) (964)
Interest income 247 0 247 0
Gain (loss) on disposition of property and equipment 175 147 (40) 111
Loss on early termination of operating lease 0 (32) 0 (849)
Loss on early debt extinguishment (311) 0 (311) 0
Gain on change in fair value of interest rate swap 193 0 37 0
Total other expenses (207) (363) (1,245) (1,702)
Income (loss) before income taxes 7,345 1,103 10,960 (1,029)
Income tax provision (benefit) 2,025 237 2,647 (379)
Net income (loss) $ 5,320 $ 866 $ 8,313 $ (650)
Earnings (loss) per common share:        
Basic (in usd per share) $ 0.50 $ 0.08 $ 0.79 $ (0.06)
Diluted (in usd per share) $ 0.46 $ 0.08 $ 0.73 $ (0.06)
Weighted average number of shares outstanding:        
Basic (in shares) 10,644,423 10,423,068 10,560,381 10,421,886
Diluted (in shares) 11,507,311 10,567,304 11,336,474 10,421,886
v3.23.2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($)
$ in Thousands
Total
Number of Shares
Additional paid-in capital
Treasury stock, at cost
Retained earnings
Beginning balance (in shares) at Dec. 31, 2021   10,304,242      
Beginning balance at Dec. 31, 2021 $ 87,838 $ 1 $ 85,004   $ 2,833
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Stock-based compensation 599   599    
Shares issued related to vested restricted stock units (in shares)   105,928      
Shares issued related to vested restricted stock units 0        
Tax withholding related to vested restricted stock units (148)   (148)    
Shares issued related to employee stock purchase plan (in shares)   12,898      
Shares issued related to employee stock purchase plan 98   98    
Net (loss) income (1,516)       (1,516)
Ending balance (in shares) at Mar. 31, 2022   10,423,068      
Ending balance at Mar. 31, 2022 86,871 $ 1 85,553   1,317
Beginning balance (in shares) at Dec. 31, 2021   10,304,242      
Beginning balance at Dec. 31, 2021 87,838 $ 1 85,004   2,833
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Net (loss) income (650)        
Ending balance (in shares) at Jun. 30, 2022   10,423,068      
Ending balance at Jun. 30, 2022 88,312 $ 1 86,128   2,183
Beginning balance (in shares) at Mar. 31, 2022   10,423,068      
Beginning balance at Mar. 31, 2022 86,871 $ 1 85,553   1,317
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Stock-based compensation 575   575    
Net (loss) income 866       866
Ending balance (in shares) at Jun. 30, 2022   10,423,068      
Ending balance at Jun. 30, 2022 $ 88,312 $ 1 86,128   2,183
Beginning balance (in shares) at Dec. 31, 2022   10,471,410      
Treasury stock (in shares) at Dec. 31, 2022 (179,652)     (179,652)  
Beginning balance at Dec. 31, 2022 $ 95,442 $ 1 87,809 $ (2,000) 9,632
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Stock-based compensation 1,133   1,133    
Shares issued related to vested restricted stock units (in shares)   250,548      
Shares issued related to vested restricted stock units 0        
Tax withholding related to vested restricted stock units (428)   (428)    
Shares issued related to employee stock purchase plan (in shares)   10,997      
Shares issued related to employee stock purchase plan 97   97    
Net (loss) income 2,993       2,993
Ending balance (in shares) at Mar. 31, 2023   10,732,955      
Treasury stock (in shares) at Mar. 31, 2023       (179,652)  
Ending balance at Mar. 31, 2023 $ 99,237 $ 1 88,611 $ (2,000) 12,625
Beginning balance (in shares) at Dec. 31, 2022   10,471,410      
Treasury stock (in shares) at Dec. 31, 2022 (179,652)     (179,652)  
Beginning balance at Dec. 31, 2022 $ 95,442 $ 1 87,809 $ (2,000) 9,632
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Net (loss) income $ 8,313        
Ending balance (in shares) at Jun. 30, 2023   10,946,316      
Treasury stock (in shares) at Jun. 30, 2023 (179,652)     (179,652)  
Ending balance at Jun. 30, 2023 $ 105,658 $ 1 89,712 $ (2,000) 17,945
Beginning balance (in shares) at Mar. 31, 2023   10,732,955      
Treasury stock (in shares) at Mar. 31, 2023       (179,652)  
Beginning balance at Mar. 31, 2023 99,237 $ 1 88,611 $ (2,000) 12,625
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Stock-based compensation 1,101   1,101    
Shares issued related to exercise of warrants (in shares)   213,361      
Shares issued related to the exercise of warrants 0        
Net (loss) income $ 5,320       5,320
Ending balance (in shares) at Jun. 30, 2023   10,946,316      
Treasury stock (in shares) at Jun. 30, 2023 (179,652)     (179,652)  
Ending balance at Jun. 30, 2023 $ 105,658 $ 1 $ 89,712 $ (2,000) $ 17,945
v3.23.2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Cash flows from operating activities:    
Net income (loss) $ 8,313 $ (650)
Adjustments to reconcile net income (loss) to cash provided by operating activities:    
Depreciation and amortization 3,859 4,148
Provision for credit losses / doubtful accounts 116 104
Stock-based compensation expense 2,234 1,174
Noncash operating lease expense 1,882 2,232
Amortization of debt issuance costs 58 65
Deferred income tax provision (170) (12)
Loss (gain) on sale of property and equipment 40 (111)
Loss on early termination of operating lease 0 849
Loss on change in fair value of contingent consideration 303 765
Loss on early debt extinguishment 311 0
Gain on change in fair value of interest rate swap (37) 0
Changes in operating assets and liabilities:    
Accounts receivable 37,096 (11,796)
Contract assets 2,029 8,904
Other current assets (1,861) (520)
Accounts payable, including retainage (21,747) (635)
Prepaid income taxes (719) (562)
Accrued taxes payable (383) (501)
Contract liabilities (325) 13,123
Operating lease liabilities (1,836) (2,165)
Accrued expenses and other current liabilities (1,806) (1,861)
Payment of contingent consideration liability in excess of acquisition-date fair value (1,224) 0
Other long-term liabilities 159 69
Net cash provided by operating activities 26,292 12,620
Cash flows from investing activities:    
Proceeds from sale of property and equipment 275 189
Purchase of property and equipment (1,499) (473)
Net cash used in investing activities (1,224) (284)
Cash flows from financing activities:    
Payments on Wintrust and A&R Wintrust Term Loans (21,452) (9,149)
Proceeds from Wintrust Revolving Loan 10,000 15,194
Payments on Wintrust Revolving Loan 0 (11,694)
Payment of contingent consideration liability up to acquisition-date fair value (1,776) 0
Payments on finance leases (1,302) (1,358)
Payments of debt issuance costs (50) (25)
Taxes paid related to net-share settlement of equity awards (847) (363)
Proceeds from contributions to Employee Stock Purchase Plan 239 213
Net cash used in financing activities (15,188) (7,182)
Increase in cash, cash equivalents and restricted cash 9,880 5,154
Cash, cash equivalents and restricted cash, beginning of period 36,114 14,589
Cash, cash equivalents and restricted cash, end of period 45,994 19,743
Noncash investing and financing transactions:    
Right of use assets obtained in exchange for new operating lease liabilities 742 0
Right of use assets obtained in exchange for new finance lease liabilities 3,392 1,968
Right of use assets disposed or adjusted modifying operating lease liabilities 0 (1,276)
Right of use assets disposed or adjusted modifying finance lease liabilities (30) (77)
Interest paid 1,181 911
Cash paid for income taxes $ 3,919 $ 696
v3.23.2
Business and Organization
6 Months Ended
Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Business and Organization Business and OrganizationLimbach Holdings, Inc. (the “Company,” “we” or “us”), a Delaware corporation headquartered in Warrendale, Pennsylvania, was formed on July 20, 2016 as a result of a business combination with Limbach Holdings LLC (“LHLLC”). The Company is a building systems solutions firm with expertise in the design, prefabrication, installation, management and maintenance of heating, ventilation, air-conditioning (“HVAC”), mechanical, electrical, plumbing and controls systems. The Company provides comprehensive facility services consisting of mechanical construction, full HVAC service and maintenance, energy audits and retrofits, engineering and design build services, constructability evaluation, equipment and materials selection, offsite/prefabrication construction, and the complete range of sustainable building solutions. The Company’s customers operate in diverse industries including, but not limited to, data centers and healthcare, industrial and light manufacturing, cultural and entertainment, higher education, and life science facilities. The Company operates primarily in the Northeast, Mid-Atlantic, Southeast and Midwest regions of the United States.The Company operates in two segments, (i) General Contractor Relationships (“GCR”), in which the Company generally manages new construction or renovation projects that involve primarily HVAC, plumbing, or electrical services awarded to the Company by general contractors or construction managers, and (ii) Owner Direct Relationships (“ODR”), in which the Company performs owner direct projects and/or provides maintenance or service primarily on HVAC, plumbing or electrical systems, building controls and specialty contracting projects direct to, or assigned by, building owners or property managers. This work is primarily performed under fixed price, modified fixed price, and time and material contracts over periods of typically less than two years.
v3.23.2
Significant Accounting Policies
6 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
Significant Accounting Policies 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 LHLLC, Limbach Facility Services LLC (“LFS”), Limbach Company LLC (“LC LLC”), Limbach Company LP, Harper Limbach LLC, Harper Limbach Construction LLC, Limbach Facility & Project Solutions LLC, Jake Marshall, LLC (“JMLLC”) and Coating Solutions, LLC (“CSLLC”) for all periods presented. All intercompany balances and transactions have been eliminated.
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and with the requirements of Form 10-Q and Rule 8-03 of Regulation S-X for smaller reporting companies. 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 Securities and Exchange Commission (“SEC”) on March 8, 2023.
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, 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 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 June 30, 2023, its results of operations and equity for the three and six months ended June 30, 2023 and 2022 and its cash flows for the six months ended June 30, 2023 and 2022. The results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023.
The Condensed Consolidated Balance Sheet as of December 31, 2022 was derived from the Company's audited financial statements included in its Annual Report on Form 10-K filed with the SEC on March 8, 2023, but is presented as condensed and does not contain all of the footnote disclosures from the annual financial statements.
Recently Adopted Accounting Standards
In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments, which introduced an expected credit loss methodology for the measurement and recognition of credit losses on most financial instruments, including trade receivables and off-balance sheet credit exposure. Under this guidance, an entity is required to consider a broader range of information to estimate expected credit losses, which may result in earlier recognition of losses. This ASU also requires disclosure of information regarding how a company developed its allowance, including changes in the factors that influenced management’s estimate of expected credit losses and the reasons for those changes. The Company adopted ASU 2016-13 on January 1, 2023 using the modified retrospective method, whereby the guidance was applied prospectively as of the date of adoption and prior periods are not restated. The adoption of this ASU did not have a material impact on the Company's financial position or results of operations.
The Company assessed the scope of its financial assets and determined that the guidance associated with ASU 2016-13 is relevant to its trade accounts receivable and contract assets, including retainage. The Company’s trade receivables include amounts from work completed in which it has billed or has an unconditional right to bill its customers. The majority of the Company’s trade receivables are contractually due in less than a year. The Company further assessed the guidance based on its segment portfolio of receivables. While the Company’s construction-type GCR and ODR financial assets are often in the same subset of customers and industries, the Company’s construction-type related project work is typically bonded and the customers to which they perform work are well-known, solvent and have no history of material receivable write-offs. On the contrary, the Company’s service-type work, in particular its ODR core service work, is smaller in nature and is usually more susceptible to customer write-offs. As such, there is greater risk of credit loss on the Company’s ODR-related service-type receivables. The Company’s contract assets include amounts due under retainage provisions and costs and estimated earnings in excess of billings on uncompleted contracts. The Company has policies and procedures in place where it reviews claims and change orders on a quarterly basis to determine legal entitlement and recoverability in accordance with ASC Topic 606. As such, the Company has determined the risk of credit loss on its contracts assets to be remote.
The Company develops its allowances for credit losses, which represent an estimate of expected losses over the remaining contractual life of its ODR-related service-type receivables, using an aging method. Under the aging method, the Company assigns its accounts receivable to a level of delinquency and applies a loss rate to each class. Loss rates are determined based on historical loss experiences with customers, the consideration of a customer’s financial condition, current market economic conditions and a forecast of future economic conditions when appropriate. When the Company becomes aware of a customer's inability to meet its financial obligation, a specific reserve is recorded to reduce the receivable to the expected amount to be collected.
As part of the Company’s analysis of expected credit losses, it may analyze receivables with customers on an individual basis in situations where such accounts receivables exhibit unique risk characteristics and are not expected to experience similar losses to the rest of their class.
Recent Accounting Pronouncements
The FASB has issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting in March 2020. This new guidance provides optional expedients for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform, on financial reporting. The risk of termination of the London Interbank Offered Rate (LIBOR), has caused regulators to undertake reference rate reform initiatives to identify alternative reference rates that are more observable or transaction based that are less susceptible to manipulation. ASU 2020-04 was effective between March 12, 2020 and December 31, 2022. However, in December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, extending the sunset date under Topic 848 from December 31, 2022 to December 31, 2024 to align the temporary accounting relief guidance with the expected LIBOR cessation date of June 30, 2023.
In addition, in January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope. The amendments in this update refine the scope for certain optional expedients and exceptions for contract modifications and hedge accounting to apply to derivative contracts and certain hedging relationships affected by the discounting transition. As a result of ASU 2022-06, an entity may now elect to apply the amendments in this update from the beginning of an interim period beginning as of March 12, 2020, through December 31, 2024. The Company has evaluated the impact of adopting the reference rate reform guidance (both ASU 2020-04 and ASU 2021-01) on its consolidated financial statements and has determined that these pronouncements did not have a significant impact. As discussed in Note 5, the A&R Credit Agreement removed LIBOR as a benchmark rate and now utilizes SOFR (as defined in the A&R Credit Agreement) as its replacement. During the second quarter of 2023, the Company entered into the Second A&R Credit Agreement (as defined in Note 5), which also utilizes SOFR as a benchmark rate. In addition, the Company’s interest rate swap utilizes SOFR as its benchmark rate.
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. Management is currently assessing the impact of this pronouncement on its condensed consolidated financial statements.
v3.23.2
Revenue from Contracts with Customers
6 Months Ended
Jun. 30, 2023
Revenue from Contract with Customer [Abstract]  
Revenue from Contracts with Customers Revenue from Contracts with Customers
The Company generates revenue from construction type contracts, primarily consisting of fixed-price contracts, to deliver HVAC, 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 HVAC, 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 amounts due under retainage provisions and costs and estimated earnings in excess of billings on uncompleted contracts. The components of the contract asset balances as of the respective dates were as follows:
(in thousands)June 30, 2023December 31, 2022Change
Contract assets
Costs and estimated earnings in excess of billings on uncompleted contracts$34,006 $33,573 $433 
Retainage receivable25,418 27,880 (2,462)
      Total contract assets$59,424 $61,453 $(2,029)
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 $19.8 million and $28.5 million as of June 30, 2023 and December 31, 2022, 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.
Contract liabilities
Contract liabilities include billings in excess of contract costs and provisions for losses. The components of the contract liability balances as of the respective dates were as follows:
(in thousands)June 30, 2023December 31, 2022Change
Contract liabilities
Billings in excess of costs and estimated earnings on uncompleted contracts$43,382 $43,806 $(424)
Provisions for losses300 201 99 
      Total contract liabilities$43,682 $44,007 $(325)
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)June 30, 2023December 31, 2022
Revenue earned on uncompleted contracts$739,788 $678,014 
Less: Billings to date(749,164)(688,247)
   Net (overbilling) underbilling$(9,376)$(10,233)
(in thousands)June 30, 2023December 31, 2022
Costs in excess of billings and estimated earnings on uncompleted contracts$34,006 $33,573 
Billings in excess of costs and estimated earnings on uncompleted contracts(43,382)(43,806)
   Net (overbilling) underbilling$(9,376)$(10,233)
Revisions in Contract Estimates
The Company recorded revisions in its contract estimates for certain GCR and ODR projects. During the three and six months ended June 30, 2023, the Company did not record any material gross profit write-ups or write-downs that had a net gross profit impact of $0.5 million or more. During the three and six months ended June 30, 2022, the Company recorded a material gross
profit write-up on one GCR project for a total of $1.3 million that had a net gross profit impact of $0.5 million or more for both periods.
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 June 30, 2023, the aggregate amount of the transaction prices allocated to the remaining performance obligations of the Company's GCR and ODR segment contracts were $260.2 million and $113.6 million, respectively. The Company currently estimates that 52% and 65% of its GCR and ODR remaining performance obligations as of June 30, 2023, respectively, will be recognized as revenue during the remainder of 2023, 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.
v3.23.2
Goodwill and Intangibles
6 Months Ended
Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Intangibles Goodwill and Intangibles
Goodwill
Goodwill was $11.4 million as of June 30, 2023 and December 31, 2022 and is entirely associated with the Company's ODR segment. 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 and six months ended June 30, 2023 and June 30, 2022.
Intangible Assets
Intangible assets are comprised of the following:     
(in thousands)Gross
carrying
amount
Accumulated
amortization
Net intangible
assets, excluding
goodwill
June 30, 2023
Amortized intangible assets:
Customer relationships – GCR – Jake Marshall$570 $(127)$443 
Customer relationships – ODR – Jake Marshall3,050 (637)2,413 
Customer relationships – ODR – Limbach4,710 (3,891)819 
Favorable leasehold interests – Limbach
190 (105)85 
Backlog – GCR – Jake Marshall260 (260)— 
Backlog – ODR – Jake Marshall680 (680)— 
Trade name – Jake Marshall1,150 (295)855 
Total amortized intangible assets
10,610 (5,995)4,615 
Unamortized intangible assets:
Trade name – Limbach(1)
9,960 — 9,960 
Total unamortized intangible assets9,960 — 9,960 
Total amortized and unamortized assets, excluding goodwill$20,570 $(5,995)$14,575 
(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, 2022
   
Amortized intangible assets:   
Customer relationships – GCR – Jake Marshall$570 $(87)$483 
Customer relationships – ODR – Jake Marshall3,050 (436)2,614 
Customer relationships – ODR – Limbach4,710 (3,765)945 
Favorable leasehold interests – Limbach
190 (97)93 
Backlog – GCR – Jake Marshall260 (178)82 
Backlog – ODR – Jake Marshall680 (465)215 
Trade name – Jake Marshall1,150 (202)948 
Total amortized intangible assets10,610 (5,230)5,380 
Unamortized intangible assets:
Trade name – Limbach9,960 — 9,960 
Total unamortized intangible assets9,960 — 9,960 
Total amortized and unamortized assets, excluding goodwill$20,570 $(5,230)$15,340 
Total amortization expense for the Company's definite-lived intangible assets was $0.4 million and $0.8 million for both the three and six months ended June 30, 2023 and 2022, respectively
v3.23.2
Debt
6 Months Ended
Jun. 30, 2023
Debt Disclosure [Abstract]  
Debt DebtLong-term debt consists of the following obligations as of:
(in thousands)June 30, 2023December 31, 2022
A&R Wintrust Term Loan - term loan payable in quarterly installments of principal, plus interest through February 2026— 21,453 
Wintrust Revolving Loans10,000 — 
Finance leases – collateralized by vehicles, payable in monthly installments of principal, plus interest ranging from 3.96% to 8.35% through 2027
6,961 4,954 
Financing liability5,351 5,351 
Total debt22,312 31,758 
Less - Current portion of long-term debt(2,431)(9,564)
Less - Unamortized discount and debt issuance costs(396)(666)
Long-term debt$19,485 $21,528 
Wintrust Term and Revolving Loans
On February 24, 2021, 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 a credit agreement (the “Wintrust Credit Agreement”) by and among LFS, LHLLC, Wintrust Guarantors, the lenders party thereto from time to time, Wheaton Bank & Trust Company, N.A., a subsidiary of Wintrust Financial Corporation (collectively, “Wintrust”), as administrative agent and L/C issuer, Bank of the West as documentation agent, M&T Bank as syndication agent, and Wintrust as lead arranger and sole book runner.
In accordance with the terms of the Wintrust Credit Agreement, Lenders provided to LFS (i) a $30.0 million senior secured term loan (the “Wintrust Term Loan”); and (ii) a $25.0 million senior secured revolving credit facility with a $5.0 million sublimit for the issuance of letters of credit (the “Wintrust Revolving Loan” and, together with the Wintrust Term Loan, the “Wintrust Loans”). Proceeds of the Wintrust Loans were used to refinance certain existing indebtedness, finance working capital and other general corporate purposes and fund certain fees and expenses associated with the closing of the Wintrust Loans.
The Wintrust Revolving Loan initially bore interest, at LFS’s option, at either LIBOR (with a 0.25% floor) plus 3.5% or a base rate (with a 3.0% floor) plus 0.50%, 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 (earnings before interest, income taxes, depreciation and amortization) of LFS and its subsidiaries for the most recently ended four fiscal quarters. The Wintrust Term Loan initially bore interest, at LFS’s option, at either LIBOR (with a 0.25% floor) plus 4.0% or a base rate (with a 3.0% floor) plus 1.00%, subject to a 50 (for LIBOR) or 75 (for base rate) basis point step-down based on the Senior Leverage Ratio (as defined below).
LFS was initially required to make principal payments on the Wintrust Term Loan in $0.5 million installments on the last business day of each month commencing on March 31, 2021 with a final payment of all principal and interest not sooner paid on the Wintrust Term Loan due and payable on February 24, 2026.
In conjunction with the Company's acquisitions of JMLLC and CSLLC (the “Jake Marshall Transaction”), the Company entered into an amendment to the Wintrust Credit Agreement (the “A&R Wintrust Credit Agreement”). In accordance with the terms of the A&R Credit Agreement, Lenders provided to LFS (i) a $35.5 million senior secured term loan (the “A&R Wintrust Term Loan”); and (ii) a $25 million senior secured revolving credit facility with a $5 million sublimit for the issuance of letters of credit (the “A&R Wintrust Revolving Loan” and, together with the Term Loan, the “A&R Wintrust Loans”). The overall Wintrust Term Loan commitment under the A&R Wintrust Credit Agreement was recast at $35.5 million in connection with the A&R Credit Agreement. A portion of the A&R Wintrust Term Loan commitment was used to fund the closing purchase price of the Jake Marshall Transaction. The A&R Credit Agreement was also amended to: (i) permit the Company to undertake the Jake Marshall Transaction, (ii) make certain adjustments to the covenants under the A&R Credit Agreement (which were largely done to make certain adjustments for the Jake Marshall Transaction), (iii) allow for the Earnout Payments (as defined in Note 7) under the Jake Marshall Transaction, and (iv) make other corresponding changes to the A&R Credit Agreement.
The A&R Wintrust Revolving Loan bore interest, at LFS’s option, at either the Term SOFR (as defined in the A&R Credit Agreement) (with a 0.15% floor) plus 3.60%, 3.76% or 3.92% for a tenor of one month, three months or six months, respectively, or a base rate (as set forth in the A&R Credit Agreement) (with a 3.0% floor) plus 0.50%, 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 “Senior Leverage Ratio”). The A&R Wintrust Term Loan bore interest, at LFS’s option, at either Term SOFR (with a 0.15% floor) plus 4.10%, 4.26% or 4.42% for a tenor of one month, three months or six months, respectively, or a base rate (with a 3.0% floor) plus 1.00%, subject to a 50 (for Term SOFR) or 75 (for base rate) basis point step-down based on the Senior Leverage Ratio.
The A&R Wintrust Term Loan was payable through a combination of (i) monthly installments of approximately $0.6 million due on the last business day of each month commencing on December 31, 2021, (ii) annual Excess Cash Flow payments as defined in the A&R Wintrust Credit Agreement, which are due 120 days after the last day of the Company's fiscal year and (iii) Net Claim Proceeds from Legacy Claims as defined in the A&R Wintrust Credit Agreement. Subject to defaults and remedies under the A&R Credit Agreement, the final payment of all principal and interest not sooner paid on the A&R Wintrust Term Loan was due and payable on February 24, 2026. Subject to defaults and remedies under the A&R Credit Agreement, the A&R Wintrust Revolving Loan would have matured and become due and payable by LFS on February 24, 2026. During the second quarter of 2022, the Company made certain Excess Cash Flow and Net Claim Proceeds payments of $3.3 million and $2.1 million, respectively, which concurrently reduced the outstanding A&R Wintrust Term Loan balance. In addition, during the third quarter of 2022, the Company made a Net Claim Proceeds payment of $0.6 million, which was also applied against the outstanding A&R Wintrust Term Loan balance.
The A&R Wintrust Loans were 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 A&R Wintrust Loans shall be jointly and severally guaranteed by each Wintrust Guarantor.
The A&R Credit Agreement contained representations and warranties, covenants and events of default that are customary for facilities of this type, as more particularly described in the A&R Credit Agreement. The A&R Wintrust Loans also contain three financial maintenance covenants, including (i) a requirement to have as of the last day of each quarter for the senior leverage ratio of the Company 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 December 31, 2021, 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 by the 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. LFS and its affiliates maintain various commercial and service relationships with certain members of the syndicate and their affiliates in the ordinary course of business.
On May 5, 2022, the Company, LFS and LHLLC entered into a first amendment and waiver to the A&R Wintrust Credit Agreement (the “First Amendment to the A&R Wintrust Credit Agreement”) with the lenders party thereto and Wintrust, as administrative agent. The First Amendment to the A&R Wintrust Credit Agreement modifies certain definitions within the A&R Wintrust Credit Agreement, and make other corresponding changes, including: (i) the definition of “EBITDA” to allow for the recognition of certain restructuring charges and lease breakage costs not previously specified, (ii) the definition of “Excess Cash Flow” to exclude the aggregate amount of the Earnout Payments paid in cash, (iii) the definition of “Total Funded Debt” to exclude certain capitalized lease obligations for real estate based on the approval of each lender and (iv) the definition of “Disposition” to include a clause for the sale and leaseback of certain real property based on the approval of each lender.
In July 2022, the Company entered into 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 new 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 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 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 condensed consolidated statements of operations as a gain or loss on interest rate swap. Refer to Note 7 for further information regarding this interest rate swap.
On September 28, 2022, the Company, LFS and LHLLC entered into a second amendment and waiver to the amended and restated Wintrust credit agreement (the “Second Amendment to the A&R Wintrust Credit Agreement”) with the lenders party thereto and Wintrust, as administrative agent. The Second Amendment to the A&R Wintrust Credit Agreement incorporates certain restricted payment provisions, among other things, to permit LFS to repurchase shares under the Company’s Share Repurchase Program (as defined in Note 6).
On May 5, 2023, LFS, LHLLC and the direct and indirect subsidiaries of LFS from time to time included as parties to the agreement entered into the Second Amended and Restated Credit Agreement (the “Second A&R Credit Agreement”) with the lenders party thereto and Wintrust, as administrative agent, which amends and restates the A&R 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.
Prior to its repayment on May 5, 2023 and as of June 30, 2022, the interest rate in effect on the non-hedged portion of the A&R Wintrust Term Loan was 9.25% and 5.75%, respectively. For the period from April 1, 2023 through May 5, 2023 and from January 1, 2023 through May 5, 2023, the Company incurred interest on the A&R Wintrust Term Loan at a weighted average annual interest rate of 9.00% and 8.76%, respectively. For the three and six months ended June 30, 2022, the Company incurred interest on the A&R Wintrust Term Loan at a weighted average annual interest rate of 4.90% and 4.57%, respectively.
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.
As of June 30, 2023, the Company had $10.0 million in borrowings outstanding under the Second A&R Wintrust Revolving Loan. As of December 31, 2022, the Company had no borrowings outstanding under the A&R Wintrust Revolving Loan. During the three and six months ended June 30, 2023, the maximum outstanding borrowings under either the Company's revolving loan arrangements at any time was $10.0 million during both periods and the average daily balance was approximately $6.3 million and $3.1 million, respectively. For the three and six months ended June 30, 2023, the Company incurred interest on the Second A&R Wintrust Revolving Loan at a weighted average annual interest rate of 7.70% for both periods.
During the three and six months ended June 30, 2022, the maximum outstanding borrowings under the A&R Wintrust Revolving Loan at any time was $3.5 million and $9.4 million, respectively, and the average daily balance was approximately $0.1 million for both periods. For the three and six months ended June 30, 2022, the Company incurred interest on the A&R Wintrust Revolving Loan at a weighted average annual interest rate of 4.91% and 4.37%, respectively.
At June 30, 2023, the Company had irrevocable letters of credit in the amount of $4.2 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:
LevelSenior Leverage RatioApplicable Margin for SOFR Revolver loansApplicable 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 June 30, 2023, the Company was in compliance with all financial maintenance covenants as required by the A&R Wintrust Loans.
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 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 June 30, 2023, the financing liability was $4.9 million, net of issuance costs, which was recognized within other long-term debt on the Company's condensed consolidated balance sheets. For the three and six months ended June 30, 2023, approximately $0.1 million and $0.2 million of interest expense associated with the financing was recognized.
v3.23.2
Equity
6 Months Ended
Jun. 30, 2023
Equity [Abstract]  
Equity EquityThe 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.
Warrants
In conjunction with the Company's initial public offering, the Company issued Public Warrants, Private Warrants and $15 Exercise Price Sponsor Warrants. The Company issued certain Merger Warrants and Additional Merger Warrants in conjunction with the Company's business combination with LHLLC in July 2016 (the “Business Combination”). On July 20, 2021, the Public Warrants, Private Warrants, and Additional Merger Warrants expired by their terms. During the three months ended June 30, 2023, 600,000 $15 Exercise Price Sponsor Warrants and 163,444 Merger Warrants were exercised on a cashless basis by the holders of the warrants, which resulted in the warrants being converted into 167,564 and 45,797 shares of the Company's common stock, respectively. For the period from July 1, 2023 through July 20, 2023, the holders of the Merger Warrants exercised 443,032 warrants on a cashless basis, which resulted in the Merger Warrants being converted into 228,945 shares of the Company's common stock. The remaining 23,167 unexercised Merger Warrants expired by their terms on July 20, 2023.
The following table summarizes the underlying shares of common stock with respect to outstanding warrants:
June 30, 2023December 31, 2022
$15 Exercise Price Sponsor Warrants(1)(2)
— 600,000 
Merger Warrants(3)(4)
466,199 629,643 
   Total466,199 1,229,643 
(1)    Exercisable for one share of common stock at an exercise price of $15.00 per share (“$15 Exercise Price Sponsor Warrants”).
(2)    Issued under a warrant agreement dated July 15, 2014, between Continental Stock Transfer and Trust Company, as warrant agent, and the Company.
(3)    Exercisable for one share of common stock at an exercise price of $12.50 per share (“Merger Warrants”).
(4)    Issued to the sellers of LHLLC.
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 25, 2022, the Board of Directors approved certain amendments to the Company's Omnibus Incentive Plan (the “2022 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 350,000, for a total of 2,600,000 shares, and extended the term of the plan so that it will expire on the tenth anniversary of the date the stockholders approve the 2022 Amended and Restated Omnibus Incentive Plan. The amendments were approved by the Company's stockholders at the Annual Meeting held on June 22, 2022.
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.
See Note 13 for a discussion of the Company's management incentive plans for restricted stock units (“RSUs”) granted, vested, forfeited and remaining unvested.
Share Repurchase Program
In September 2022, the Company announced that its Board of Directors approved a share repurchase program (the “Share Repurchase Program”) to repurchase shares of its common stock for an aggregate purchase price not to exceed $2.0 million. The share repurchase authority is valid through September 29, 2023. Share repurchases may be executed through various means, including, without limitation, open market transactions, privately negotiated transactions or by other means in accordance with federal securities laws. The Share Repurchase Program does not obligate the Company to acquire any particular amount of common stock, and the program may be suspended or terminated by the Company at any time at its discretion without prior notice. As of June 30, 2023, the Company has made share repurchases of approximately $2.0 million under its Share Repurchase Program.
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 common share 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 1 and July 1 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 2023, the Company issued 10,997 shares of its common stock to participants in the ESPP who contributed to the plan during the offering period ending December 31, 2022. In January 2022, the Company issued a total of 12,898 shares of its common stock, respectively, to participants in the ESPP who contributed to the plan during the offering periods ending December 31, 2021. As of June 30, 2023, 395,620 shares remain available for future issuance under the ESPP.
v3.23.2
Fair Value Measurements
6 Months Ended
Jun. 30, 2023
Fair Value Disclosures [Abstract]  
Fair Value Measurements 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;
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 June 30, 2023 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, one U.S. Treasury Bill and certain investments in money market funds sponsored by a large financial institution. The Company had no such investments as of December 31, 2022. For the three and six months ending June 30, 2023, the Company recognized interest income of approximately $0.2 million associated with its overnight repurchase agreements, U.S. Treasury Bills 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)June 30, 2023Level 1Level 2Level 3
Cash equivalents:
Overnight repurchase agreements$32,100 $32,100 
U.S. Treasury Bills5,000 5,000 $— $— 
Money market fund3,750 3,750 — — 
Total$40,850 $40,850 $— $— 
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 June 30, 2023, 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 Jake Marshall Transaction, the former owners of JMLLC and CSLLC may receive up to an aggregate of $6.0 million in cash, consisting of two tranches of $3.0 million, as defined in the purchase agreement, if the gross profit of the acquired companies equals or exceeds $10.0 million in (i) the approximately 13 month period from closing through December 31, 2022 (the “2022 Earnout Period”) or (ii) fiscal year 2023 (the “2023 Earnout Period”), respectively (collectively, the “Earnout Payments”). To the extent, however, that the gross profit of the Acquired Companies is less than $10.0 million, but exceeds $8.0 million, during any of the 2022 Earnout Period or 2023 Earnout Period, the $3.0 million amount will be prorated for such period. The Company initially recognized $3.1 million in contingent consideration, of which the entire balance was included in other long-term liabilities in the Company’s condensed consolidated balance sheets on December 2, 2021. The fair value of contingent Earnout Payments is based on generating growth rates on the projected gross margins of the Acquired Entities and calculating the associated contingent payments based on achieving the earnout targets, which are reassessed each reporting period. In April 2023, the Company made a $3.0 million payment to the former owners of JMLLC and CSLLC related to the 2022 Earnout Period. 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 $0.2 million and $0.3 million for the three and six ended June 30, 2023, respectively, which was presented in change in fair value of contingent consideration in the Company's condensed consolidated statements of operations. During the three and six months ended June 30, 2022, the Company recorded a net increase in the estimated fair value of such liabilities of $0.8 million for both periods. The Company has assessed the estimated exposure to the contingent earnout liability for the 2023 Earnout Period to be approximately $2.7 million at June 30, 2023, which was included in accrued expenses and other current liabilities on the Company's condensed consolidated balance sheets.
The Company determines the fair value of the Earnout Payments by utilizing the Monte Carlo Simulation method, which represents a Level 3 measurement. The Monte Carlo Simulation method models the probability of different financial results of the Acquired Entities during the earn-out period, utilizing a discount rate, which reflects a credit spread over the term-adjusted continuous risk-free rate. As of June 30, 2023 and 2022, the Earnout Payments associated with the Jake Marshall Transaction were valued utilizing a discount rate of 10.2% and 6.83%, respectively. The discount rate was calculated using the build-up method with a risk-free rate commensurate with the term of the Earnout Payments based on the U.S. Treasury Constant Maturity Yield.
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 June 30, 2023, the Company determined that the fair value of the interest rate swap was approximately $0.3 million and is recognized in other assets on the Company's condensed consolidated balance sheets. For the three and six months ended June 30, 2023, the Company recognized a gain of approximately $0.2 million and less than $0.1 million, respectively, on its condensed consolidated statements of operations associated with the change in fair value of the interest rate swap arrangement.
v3.23.2
Earnings per Share
6 Months Ended
Jun. 30, 2023
Earnings Per Share [Abstract]  
Earnings per Share 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 common share applicable to common stockholders is computed by dividing earnings applicable to common stockholders by the weighted-average number of common shares 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 shareholders for the three and six months ended June 30, 2023 and 2022:
Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands, except per share amounts)2023202220232022
EPS numerator:  
Net income (loss)$5,320 $866 $8,313 $(650)
EPS denominator:
Weighted average shares outstanding – basic
10,644 10,423 10,560 10,422 
Impact of dilutive securities(1)
863 144 776 — 
Weighted average shares outstanding – diluted
11,507 10,567 11,336 10,422 
EPS:
Basic
$0.50 $0.08 $0.79 $(0.06)
Diluted$0.46 $0.08 $0.73 $(0.06)
(1)    For the six months ended June 30, 2022, the Company excluded 150,420 of potentially dilutive securities related to certain of the Company's outstanding common stock warrants, shares issued in conjunction with the Company's ESPP and nonvested RSUs. These securities were excluded from the computation as their effect would have been anti-dilutive. As a result, the computations of net loss per share for the six months ended June 30, 2022 is the same for both basic and diluted.
The following table summarizes the securities that were antidilutive or out-of-the-money, and therefore, were not included in the computations of diluted income per common share:
 Three Months Ended
June 30,
Six Months Ended
June 30,
 2023202220232022
Out-of-the-money warrants (see Note 6)
— 1,229,643 — 1,229,643 
Service-based RSUs (See Note 13)
17,595 26 72,871 
Performance and market-based RSUs(1)
15 48,229 60 85,969 
Employee Stock Purchase Plan643 — 2,426 8,451 
Total659 1,295,467 2,512 1,396,934 
(1)    For the three and six months ended June 30, 2022, certain MRSU awards (each defined in Note 13) were not included in the computation of diluted income per common share because the performance and market conditions were not satisfied during the periods and would not be satisfied if the reporting date was at the end of the contingency period.
v3.23.2
Income Taxes
6 Months Ended
Jun. 30, 2023
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes
The Company is taxed as a C corporation.
For interim periods, the provision for income taxes (including federal, state, local and foreign 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 provision and our income tax rate for the three and six months ended June 30, 2023 and 2022.
Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands, except percentages)2023202220232022
Income tax provision (benefit)$2,025 $237 $2,647 $(379)
Income tax rate27.6 %21.5 %24.2 %36.8 %
The U.S. federal statutory tax rate was 21% for each of the three and six months ended June 30, 2023 and 2022. 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.
No valuation allowance was required as of June 30, 2023 or December 31, 2022.
v3.23.2
Operating Segments
6 Months Ended
Jun. 30, 2023
Segment Reporting [Abstract]  
Operating Segments Operating Segments
As discussed in Note 1, the Company operates in two segments, (i) GCR, in which the Company generally manages new construction or renovation projects that involve primarily HVAC, plumbing, or electrical services awarded to the Company by general contractors or construction managers, and (ii) ODR, in which the Company provides maintenance or service primarily on HVAC, plumbing or electrical systems, building controls and specialty contracting projects direct to, or assigned by, building owners or property managers. These segments are reflective of how 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 GCR work performed at branches into one GCR reportable segment and all of the ODR work performed at branches into one ODR reportable segment. All transactions between segments are eliminated in consolidation.
On January 17, 2023, the Company announced its planned transition succession, pursuant to which Charles A. Bacon III stepped down as President and Chief Executive Officer on March 28, 2023, and Michael M. McCann, the Company’s former Executive Vice President and Chief Operating Officer, was appointed President and Chief Executive Officer. Following the transition, the Company revised its segment presentation to align with how Mr. McCann assesses performance and makes resource allocation decisions for its operating segments, which is based on segment revenue and segment gross profit. Selling, general and administrative ("SG&A") expenses are no longer reported on a segment basis as the Company's current CODM does not review discrete segment financial information for SG&A in order to assess performance. Interest expense is not allocated to segments because of the corporate management of debt service.
The Company restated segment information for the historical periods presented herein to conform to the current presentation. This change in segment presentation does not affect the Company’s unaudited condensed consolidated statements of operations, balance sheets or statements of cash flows.
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 and six months ended June 30, 2023 and 2022 were as follows:
 Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)2023202220232022
Statement of Operations Data:  
Revenue:  
GCR$66,102 $66,336 $128,393 $138,268 
ODR58,780 49,784 117,498 92,674 
Total revenue124,882 116,120 245,891 230,942 
Gross profit:
GCR11,272 8,694 21,590 17,052 
ODR17,241 12,626 33,150 22,608 
Total gross profit28,513 21,320 54,740 39,660 
Selling, general and administrative(1)
20,416 18,690 41,466 37,424 
Change in fair value of contingent consideration162 765 303 765 
Amortization of intangibles383 399 766 798 
Operating income$7,552 $1,466 $12,205 $673 
Less unallocated amounts:
Interest expense(511)(478)(1,178)(964)
Interest income247 — 247 — 
Gain (loss) on disposition of property and equipment175 147 (40)111 
Loss on early termination of operating lease— (32)— (849)
Loss on early debt extinguishment(311)— (311)— 
Gain on change in fair value of interest rate swap193 — 37 — 
Total unallocated amounts
(207)(363)(1,245)(1,702)
Income (loss) before income taxes$7,345 $1,103 $10,960 $(1,029)
(1)    Included within selling, general and administrative expenses was $1.1 million and $0.6 million of stock based compensation expense for the three months ended June 30, 2023 and 2022, respectively. For the six month ended June 30, 2023 and 2022, selling, general and administrative expenses included $2.2 million and $1.2 million of stock based compensation expenses, 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. Interest expense is also not allocated to segments because of the Company’s corporate management of debt service, including interest.
v3.23.2
Leases
6 Months Ended
Jun. 30, 2023
Leases [Abstract]  
Leases Leases
The Company leases real estate, trucks 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 Agreement. 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 6 through 10 of the lease term. Fixed rent payments for the extension term shall be 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.
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 June 30, 2023, 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. For the three and six months ended June 30, 2023, the Company recorded approximately $0.3 million and $0.5 million, respectively, of income in selling, general and administrative expenses related to this sublease agreement. For the three and six months ended June 30, 2022, the Company recorded approximately $0.2 million and $0.4 million, respectively, of income in selling, general and administrative expenses related to this sublease agreement.
Pittsburgh Lease Termination. In March, 2022, the Company entered into a lease termination agreement (the “Lease Termination Agreement”) to terminate, effective March 31, 2022, the lease associated with the Company’s office space located in Pittsburgh, Pennsylvania, which previously served as its corporate headquarters. Absent the Lease Termination Agreement, the lease would have expired in accordance with its terms in July 2025. Pursuant to the Lease Termination Agreement, in exchange for allowing the Company to terminate the lease early, the Company agreed to pay a termination fee in the aggregate of approximately $0.7 million in 16 equal monthly installments commencing on April 1, 2022. The Company recognized the full termination fee expense during the first quarter of 2022.
In connection with the lease termination, the Company recognized a gain of $0.1 million associated with the derecognition of the operating lease right-of-use asset and corresponding operating lease liabilities associated with the operating lease and recorded a $0.1 million loss on the disposal of leasehold improvements and moving expenses.
The following table summarizes the lease amounts included in the Company's condensed consolidated balance sheets:
(in thousands)Classification on the Condensed Consolidated Balance SheetsJune 30, 2023December 31, 2022
Assets
Operating
Operating lease right-of-use assets(1)
$17,149 $18,288 
Finance
Property and equipment, net(2)(3)
9,307 7,402 
Total lease assets$26,456 $25,690 
Liabilities
Current
   OperatingCurrent operating lease liabilities$3,598 $3,562 
   FinanceCurrent portion of long-term debt2,431 2,135 
Noncurrent
   OperatingLong-term operating lease liabilities14,513 15,643 
   Finance
Long-term debt(4)
9,881 8,170 
Total lease liabilities$30,423 $29,510 
(1)     Operating lease assets are recorded net of accumulated amortization of $11.7 million at June 30, 2023 and $12.2 million at December 31, 2022.
(2)    Finance lease vehicle assets are recorded net of accumulated amortization of $5.1 million at June 30, 2023 and $6.0 million at December 31, 2022.
(3)    Includes approximately $2.5 million and $2.6 million of net property assets associated with the Company's Pontiac Facility as of June 30, 2023 and December 31, 2022, respectively.
(4)    Includes approximately $5.4 million associated with the Company's sale and leaseback financing transaction. See Note 5 for further detail.
The following table summarizes the lease costs included in the Company's condensed consolidated statements of operations for the three and six months ended June 30, 2023 and 2022:
Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)Classification on the Condensed Consolidated Statement of Operations2023202220232022
Operating lease cost
Cost of revenue(1)
$522 $657 $1,083 $1,351 
Operating lease cost
Selling, general and administrative(1)
612 631 1,257 1,335 
Finance lease cost
   Amortization
Cost of revenue(2)
667 685 1,298 1,336 
   Interest
Interest expense, net(2)
86 66 152 132 
Total lease cost$1,887 $2,039 $3,790 $4,154 
(1)    Operating lease costs recorded in cost of revenue included $0.1 million of variable lease costs for each of the three months ended June 30, 2023 and 2022, and $0.2 million for each of the six months ended June 30, 2023 and 2022. In addition, $0.1 million of variable lease costs are included in selling, general and administrative for each of the three months ended June 30, 2023 and 2022, and $0.2 million for each of the six months ended June 30, 2023 and 2022. 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 $0.9 million and $1.0 million for the three months ended June 30, 2023 and 2022, respectively, and $1.8 million for both the six months ended June 30, 2023 and 2022, respectively. These variable lease costs consist of fuel, maintenance, and sales tax charges.
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 June 30, 2023 were as follows (in thousands):
Finance Lease ObligationsOperating Lease Obligations
Year ending:VehiclesPontiac FacilityTotal FinanceNon-Related Party
Related Party(1)
Total Operating
Sublease Receipts(2)
Remainder of 2023$1,501 $253 $1,754 $2,033 $225 $2,258 $448 
20242,466 515 2,981 3,435 450 3,885 912 
20251,922 528 2,450 2,928 450 3,378 939 
20261,391 542 1,933 2,815 450 3,265 967 
2027483 555 1,038 1,842 540 2,382 326 
Thereafter— 14,302 14,302 1,834 4,275 6,109 — 
Total minimum lease payments7,763 16,695 24,458 14,887 6,390 21,277 $3,593 
Financing Component (3)
(802)(11,343)(12,145)(1,686)(1,479)(3,165)
Net present value of minimum lease payments6,961 5,351 12,312 13,200 4,911 18,111 
Less: current portion of finance and operating lease obligations(2,431)— (2,431)(3,352)(246)(3,598)
Long-term finance and operating lease obligations$4,530 $5,351 $9,881 $9,848 $4,665 $14,513 
(1)    Associated with the aforementioned related party lease entered into with a former member of JMLLC.
(2)    Associated with the aforementioned third party sublease.
(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:
June 30, 2023December 31, 2022
Weighted average lease term (in years):
   Operating6.686.98
   Finance (1)
3.182.73
Weighted average discount rate:
   Operating4.88 %4.76 %
   Finance (1)
6.40 %5.06 %
(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 5 for further detail.
The following is a summary of other information and supplemental cash flow information related to finance and operating leases:
Six months ended June 30,
(in thousands)20232022
Cash paid for amounts included in the measurement of lease liabilities:
   Operating cash flows from operating leases$2,294 $2,619 
   Operating cash flows from finance leases152 132 
   Financing cash flows from finance leases1,302 1,358 
Right-of-use assets exchanged for lease liabilities:
   Operating leases742 — 
   Finance leases3,392 1,968 
Right-of-use assets disposed or adjusted modifying operating leases liabilities— (1,276)
Right-of-use assets disposed or adjusted modifying finance leases liabilities$(30)(77)
Leases Leases
The Company leases real estate, trucks 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 Agreement. 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 6 through 10 of the lease term. Fixed rent payments for the extension term shall be 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.
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 June 30, 2023, 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. For the three and six months ended June 30, 2023, the Company recorded approximately $0.3 million and $0.5 million, respectively, of income in selling, general and administrative expenses related to this sublease agreement. For the three and six months ended June 30, 2022, the Company recorded approximately $0.2 million and $0.4 million, respectively, of income in selling, general and administrative expenses related to this sublease agreement.
Pittsburgh Lease Termination. In March, 2022, the Company entered into a lease termination agreement (the “Lease Termination Agreement”) to terminate, effective March 31, 2022, the lease associated with the Company’s office space located in Pittsburgh, Pennsylvania, which previously served as its corporate headquarters. Absent the Lease Termination Agreement, the lease would have expired in accordance with its terms in July 2025. Pursuant to the Lease Termination Agreement, in exchange for allowing the Company to terminate the lease early, the Company agreed to pay a termination fee in the aggregate of approximately $0.7 million in 16 equal monthly installments commencing on April 1, 2022. The Company recognized the full termination fee expense during the first quarter of 2022.
In connection with the lease termination, the Company recognized a gain of $0.1 million associated with the derecognition of the operating lease right-of-use asset and corresponding operating lease liabilities associated with the operating lease and recorded a $0.1 million loss on the disposal of leasehold improvements and moving expenses.
The following table summarizes the lease amounts included in the Company's condensed consolidated balance sheets:
(in thousands)Classification on the Condensed Consolidated Balance SheetsJune 30, 2023December 31, 2022
Assets
Operating
Operating lease right-of-use assets(1)
$17,149 $18,288 
Finance
Property and equipment, net(2)(3)
9,307 7,402 
Total lease assets$26,456 $25,690 
Liabilities
Current
   OperatingCurrent operating lease liabilities$3,598 $3,562 
   FinanceCurrent portion of long-term debt2,431 2,135 
Noncurrent
   OperatingLong-term operating lease liabilities14,513 15,643 
   Finance
Long-term debt(4)
9,881 8,170 
Total lease liabilities$30,423 $29,510 
(1)     Operating lease assets are recorded net of accumulated amortization of $11.7 million at June 30, 2023 and $12.2 million at December 31, 2022.
(2)    Finance lease vehicle assets are recorded net of accumulated amortization of $5.1 million at June 30, 2023 and $6.0 million at December 31, 2022.
(3)    Includes approximately $2.5 million and $2.6 million of net property assets associated with the Company's Pontiac Facility as of June 30, 2023 and December 31, 2022, respectively.
(4)    Includes approximately $5.4 million associated with the Company's sale and leaseback financing transaction. See Note 5 for further detail.
The following table summarizes the lease costs included in the Company's condensed consolidated statements of operations for the three and six months ended June 30, 2023 and 2022:
Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)Classification on the Condensed Consolidated Statement of Operations2023202220232022
Operating lease cost
Cost of revenue(1)
$522 $657 $1,083 $1,351 
Operating lease cost
Selling, general and administrative(1)
612 631 1,257 1,335 
Finance lease cost
   Amortization
Cost of revenue(2)
667 685 1,298 1,336 
   Interest
Interest expense, net(2)
86 66 152 132 
Total lease cost$1,887 $2,039 $3,790 $4,154 
(1)    Operating lease costs recorded in cost of revenue included $0.1 million of variable lease costs for each of the three months ended June 30, 2023 and 2022, and $0.2 million for each of the six months ended June 30, 2023 and 2022. In addition, $0.1 million of variable lease costs are included in selling, general and administrative for each of the three months ended June 30, 2023 and 2022, and $0.2 million for each of the six months ended June 30, 2023 and 2022. 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 $0.9 million and $1.0 million for the three months ended June 30, 2023 and 2022, respectively, and $1.8 million for both the six months ended June 30, 2023 and 2022, respectively. These variable lease costs consist of fuel, maintenance, and sales tax charges.
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 June 30, 2023 were as follows (in thousands):
Finance Lease ObligationsOperating Lease Obligations
Year ending:VehiclesPontiac FacilityTotal FinanceNon-Related Party
Related Party(1)
Total Operating
Sublease Receipts(2)
Remainder of 2023$1,501 $253 $1,754 $2,033 $225 $2,258 $448 
20242,466 515 2,981 3,435 450 3,885 912 
20251,922 528 2,450 2,928 450 3,378 939 
20261,391 542 1,933 2,815 450 3,265 967 
2027483 555 1,038 1,842 540 2,382 326 
Thereafter— 14,302 14,302 1,834 4,275 6,109 — 
Total minimum lease payments7,763 16,695 24,458 14,887 6,390 21,277 $3,593 
Financing Component (3)
(802)(11,343)(12,145)(1,686)(1,479)(3,165)
Net present value of minimum lease payments6,961 5,351 12,312 13,200 4,911 18,111 
Less: current portion of finance and operating lease obligations(2,431)— (2,431)(3,352)(246)(3,598)
Long-term finance and operating lease obligations$4,530 $5,351 $9,881 $9,848 $4,665 $14,513 
(1)    Associated with the aforementioned related party lease entered into with a former member of JMLLC.
(2)    Associated with the aforementioned third party sublease.
(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:
June 30, 2023December 31, 2022
Weighted average lease term (in years):
   Operating6.686.98
   Finance (1)
3.182.73
Weighted average discount rate:
   Operating4.88 %4.76 %
   Finance (1)
6.40 %5.06 %
(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 5 for further detail.
The following is a summary of other information and supplemental cash flow information related to finance and operating leases:
Six months ended June 30,
(in thousands)20232022
Cash paid for amounts included in the measurement of lease liabilities:
   Operating cash flows from operating leases$2,294 $2,619 
   Operating cash flows from finance leases152 132 
   Financing cash flows from finance leases1,302 1,358 
Right-of-use assets exchanged for lease liabilities:
   Operating leases742 — 
   Finance leases3,392 1,968 
Right-of-use assets disposed or adjusted modifying operating leases liabilities— (1,276)
Right-of-use assets disposed or adjusted modifying finance leases liabilities$(30)(77)
v3.23.2
Commitments and Contingencies
6 Months Ended
Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies 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.
On January 23, 2020, plaintiff, Bernards Bros. Inc. (“Bernards”), filed a complaint against the Company in Superior Court of the State of California for the County of Los Angeles. The complaint alleges that the Company's Southern California business unit refused to honor a proposal made to Bernards to act as a subcontractor on a construction project, and that, as a result of the wrongful failure to honor the proposal, Bernards suffered damages in excess of $3.0 million plus interest, including alleged increased costs for hiring a different subcontractor to perform the work. The Company has vigorously defended the suit. Per the agreement of the Company and Bernards, in January 2022, the Court appointed a private referee to manage the case and adjudicate the dispute. A trial took place before the referee in January 2023, and on April 30, 2023, the referee issued an Amended Statement of Decision awarding Bernards approximately $2.2 million. As of December 31, 2022, the Company had determined that a loss was probable, and, as such, recorded an estimated loss contingency in the amount of $2.2 million, which is included in accrued expenses and other current liabilities reported within the Company’s consolidated balance sheets. In addition, the estimated loss contingency was recorded within selling, general and administrative expenses on the Company’s consolidated statements of operations and was presented within GCR selling, general and administrative expenses within the Company’s segment operations data. The Company is currently evaluating its options to appeal the referee's decisions.
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 June 30, 2023, the Company had approximately $117.5 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 $4.4 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 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 consolidated balance sheets. The non-current portion of the liability is included in other long-term liabilities on the 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 consolidated balance sheets as a current liability in accrued expenses and other current liabilities.
The components of the self-insurance liability as of June 30, 2023 and December 31, 2022 are as follows:
(in thousands)June 30,
2023
December 31,
2022
Current liability — workers’ compensation and general liability$67 $158 
Current liability — medical and dental433 557 
Non-current liability502 343 
Total liability $1,002 $1,058 
Restricted cash$65 $113 
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.
v3.23.2
Management Incentive Plans
6 Months Ended
Jun. 30, 2023
Share-Based Payment Arrangement [Abstract]  
Management Incentive Plans 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. All awards are made in the form of shares only.
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, 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 both the three months ended June 30, 2023 and 2022, the Company recognized $0.3 million and $0.4 million, respectively, of stock-based compensation expense related to outstanding service-based RSUs. For the six months ended June 30, 2023 and 2022, the Company recognized $0.7 million of stock-based compensation expense related to outstanding service-based RSUs during both periods.
The following table summarizes the Company's service-based RSU activity for the six months ended June 30, 2023:
 AwardsWeighted-Average
Grant Date
Fair Value
Unvested at December 31, 2022280,275 $9.06 
Granted
162,369 11.77 
Vested
(163,354)8.58 
Forfeited
(42,131)10.63 
Unvested at June 30, 2023237,159 $10.97 
Performance-Based Awards
The Company grants 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, EPS growth and EBITDA margin performance goals over a three year period.
The Company recognizes 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 the three months ended June 30, 2023 and 2022, the Company recognized $0.8 million and $0.2 million, respectively, of stock-based compensation expense related to outstanding PRSUs. For the six months ended June 30, 2023 and 2022, the Company recognized $1.5 million and $0.4 million, respectively, of stock-based compensation expense related to outstanding PRSUs.
The following table summarizes the Company's PRSU activity for the six months ended June 30, 2023:
 AwardsWeighted-Average
Grant Date
Fair Value
Unvested at December 31, 2022497,940 $8.32 
Granted
285,005 12.60 
Performance factor adjustment(1)
32,327 4.29 
Vested
(121,827)4.29 
Forfeited
(116,911)9.81 
Unvested at June 30, 2023576,534 $10.75 
(1)     Performance-based awards covering the three year period ended December 31, 2022 were paid out in the first quarter of 2023 based on the approval of the Company's Compensation Committee. The performance factor during the measurement period used to determine compensation payouts was 136.13% of the pre-defined metric target of 100%, which resulted in a positive performance factor adjustment and the issuance of 32,327 of additional awards associated with the original grant.
Market-Based Awards
The vesting of the Company's market-based RSU (“MRSUs”) was contingent upon the Company’s closing price of a share of the Company's common stock on the Nasdaq Capital market, or such other applicable principal securities exchange or quotation system, achieving at least $18.00 over a period of eighty consecutive trading days during the three-year period commencing on August 1, 2018 and concluding on July 31, 2021. On September 4, 2020, the Compensation Committee of the Board of Directors of the Company approved amendments to modify the MRSUs to extend the measurement period to July 16, 2022. In addition to the market performance-based vesting condition, the vesting of such restricted stock unit was subject to continued employment from August 1, 2017 through the later of July 31, 2019 or the date on which the Compensation Committee certifies the achievement of the performance goal. The Company accounted for this amendment as a Type I modification and recognized approximately $0.2 million of incremental stock-based compensation expense over 1.26 years from the modification date based on an updated Monte Carlo simulation model. These awards expired on July 16, 2022 as the MRSU award market condition was not achieved.
Stock-Based Compensation Expense
Total recognized stock-based compensation expense amounted to $1.1 million and $0.6 million for the three months ended June 30, 2023 and 2022, respectively. For the six months ended June 30, 2023 and 2022, the Company recognized stock-based compensation expense of $2.2 million and $1.2 million, respectively. The aggregate fair value as of the vest date of RSUs that vested during the six months ended June 30, 2023 and 2022 was $3.4 million and $1.1 million, respectively. Total unrecognized stock-based compensation expense related to unvested RSUs which are probable of vesting was $4.4 million at June 30, 2023. These costs are expected to be recognized over a weighted average period of 1.83 years.
v3.23.2
Subsequent Events
6 Months Ended
Jun. 30, 2023
Subsequent Events [Abstract]  
Subsequent Events Subsequent EventsOn July 3, 2023, the Company completed an acquisition of Chattanooga, TN-based specialty industrial contractor, ACME Industrial Piping, LLC (“ACME”), for a purchase price at closing of $5 million in cash. The transaction also provides for an earnout of up to $2.5 million potentially being paid out over the next two years. ACME specializes in performing industrial maintenance, capital project work, and emergency services for specialty chemical and manufacturing clients, and is a leading mechanical solutions provider for hydroelectric producers.
v3.23.2
Significant Accounting Policies (Policies)
6 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
Basis of Presentation
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 LHLLC, Limbach Facility Services LLC (“LFS”), Limbach Company LLC (“LC LLC”), Limbach Company LP, Harper Limbach LLC, Harper Limbach Construction LLC, Limbach Facility & Project Solutions LLC, Jake Marshall, LLC (“JMLLC”) and Coating Solutions, LLC (“CSLLC”) for all periods presented. All intercompany balances and transactions have been eliminated.
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and with the requirements of Form 10-Q and Rule 8-03 of Regulation S-X for smaller reporting companies. 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 Securities and Exchange Commission (“SEC”) on March 8, 2023.
Use of Estimates
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, 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
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 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 June 30, 2023, its results of operations and equity for the three and six months ended June 30, 2023 and 2022 and its cash flows for the six months ended June 30, 2023 and 2022. The results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023.
The Condensed Consolidated Balance Sheet as of December 31, 2022 was derived from the Company's audited financial statements included in its Annual Report on Form 10-K filed with the SEC on March 8, 2023, but is presented as condensed and does not contain all of the footnote disclosures from the annual financial statements.
Recently Adopted Accounting Standards and Recent Accounting Pronouncements
Recently Adopted Accounting Standards
In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments, which introduced an expected credit loss methodology for the measurement and recognition of credit losses on most financial instruments, including trade receivables and off-balance sheet credit exposure. Under this guidance, an entity is required to consider a broader range of information to estimate expected credit losses, which may result in earlier recognition of losses. This ASU also requires disclosure of information regarding how a company developed its allowance, including changes in the factors that influenced management’s estimate of expected credit losses and the reasons for those changes. The Company adopted ASU 2016-13 on January 1, 2023 using the modified retrospective method, whereby the guidance was applied prospectively as of the date of adoption and prior periods are not restated. The adoption of this ASU did not have a material impact on the Company's financial position or results of operations.
The Company assessed the scope of its financial assets and determined that the guidance associated with ASU 2016-13 is relevant to its trade accounts receivable and contract assets, including retainage. The Company’s trade receivables include amounts from work completed in which it has billed or has an unconditional right to bill its customers. The majority of the Company’s trade receivables are contractually due in less than a year. The Company further assessed the guidance based on its segment portfolio of receivables. While the Company’s construction-type GCR and ODR financial assets are often in the same subset of customers and industries, the Company’s construction-type related project work is typically bonded and the customers to which they perform work are well-known, solvent and have no history of material receivable write-offs. On the contrary, the Company’s service-type work, in particular its ODR core service work, is smaller in nature and is usually more susceptible to customer write-offs. As such, there is greater risk of credit loss on the Company’s ODR-related service-type receivables. The Company’s contract assets include amounts due under retainage provisions and costs and estimated earnings in excess of billings on uncompleted contracts. The Company has policies and procedures in place where it reviews claims and change orders on a quarterly basis to determine legal entitlement and recoverability in accordance with ASC Topic 606. As such, the Company has determined the risk of credit loss on its contracts assets to be remote.
The Company develops its allowances for credit losses, which represent an estimate of expected losses over the remaining contractual life of its ODR-related service-type receivables, using an aging method. Under the aging method, the Company assigns its accounts receivable to a level of delinquency and applies a loss rate to each class. Loss rates are determined based on historical loss experiences with customers, the consideration of a customer’s financial condition, current market economic conditions and a forecast of future economic conditions when appropriate. When the Company becomes aware of a customer's inability to meet its financial obligation, a specific reserve is recorded to reduce the receivable to the expected amount to be collected.
As part of the Company’s analysis of expected credit losses, it may analyze receivables with customers on an individual basis in situations where such accounts receivables exhibit unique risk characteristics and are not expected to experience similar losses to the rest of their class.
Recent Accounting Pronouncements
The FASB has issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting in March 2020. This new guidance provides optional expedients for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform, on financial reporting. The risk of termination of the London Interbank Offered Rate (LIBOR), has caused regulators to undertake reference rate reform initiatives to identify alternative reference rates that are more observable or transaction based that are less susceptible to manipulation. ASU 2020-04 was effective between March 12, 2020 and December 31, 2022. However, in December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, extending the sunset date under Topic 848 from December 31, 2022 to December 31, 2024 to align the temporary accounting relief guidance with the expected LIBOR cessation date of June 30, 2023.
In addition, in January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope. The amendments in this update refine the scope for certain optional expedients and exceptions for contract modifications and hedge accounting to apply to derivative contracts and certain hedging relationships affected by the discounting transition. As a result of ASU 2022-06, an entity may now elect to apply the amendments in this update from the beginning of an interim period beginning as of March 12, 2020, through December 31, 2024. The Company has evaluated the impact of adopting the reference rate reform guidance (both ASU 2020-04 and ASU 2021-01) on its consolidated financial statements and has determined that these pronouncements did not have a significant impact. As discussed in Note 5, the A&R Credit Agreement removed LIBOR as a benchmark rate and now utilizes SOFR (as defined in the A&R Credit Agreement) as its replacement. During the second quarter of 2023, the Company entered into the Second A&R Credit Agreement (as defined in Note 5), which also utilizes SOFR as a benchmark rate. In addition, the Company’s interest rate swap utilizes SOFR as its benchmark rate.
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. Management is currently assessing the impact of this pronouncement on its condensed consolidated financial statements.
Revenue from Contract with Customers Revenue from Contracts with Customers
The Company generates revenue from construction type contracts, primarily consisting of fixed-price contracts, to deliver HVAC, 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 HVAC, 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.
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.
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.
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.
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.
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;
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.
v3.23.2
Revenue from Contracts with Customers (Tables)
6 Months Ended
Jun. 30, 2023
Revenue from Contract with Customer [Abstract]  
Schedule of Components of Contract Asset and Liability Balances
Contract assets include amounts due under retainage provisions and costs and estimated earnings in excess of billings on uncompleted contracts. The components of the contract asset balances as of the respective dates were as follows:
(in thousands)June 30, 2023December 31, 2022Change
Contract assets
Costs and estimated earnings in excess of billings on uncompleted contracts$34,006 $33,573 $433 
Retainage receivable25,418 27,880 (2,462)
      Total contract assets$59,424 $61,453 $(2,029)
Contract liabilities include billings in excess of contract costs and provisions for losses. The components of the contract liability balances as of the respective dates were as follows:
(in thousands)June 30, 2023December 31, 2022Change
Contract liabilities
Billings in excess of costs and estimated earnings on uncompleted contracts$43,382 $43,806 $(424)
Provisions for losses300 201 99 
      Total contract liabilities$43,682 $44,007 $(325)
Schedule of Contracts In Progress
The net (overbilling) underbilling position for contracts in process consisted of the following:
(in thousands)June 30, 2023December 31, 2022
Revenue earned on uncompleted contracts$739,788 $678,014 
Less: Billings to date(749,164)(688,247)
   Net (overbilling) underbilling$(9,376)$(10,233)
(in thousands)June 30, 2023December 31, 2022
Costs in excess of billings and estimated earnings on uncompleted contracts$34,006 $33,573 
Billings in excess of costs and estimated earnings on uncompleted contracts(43,382)(43,806)
   Net (overbilling) underbilling$(9,376)$(10,233)
v3.23.2
Goodwill and Intangibles (Tables)
6 Months Ended
Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Intangible Assets Intangible assets are comprised of the following:     
(in thousands)Gross
carrying
amount
Accumulated
amortization
Net intangible
assets, excluding
goodwill
June 30, 2023
Amortized intangible assets:
Customer relationships – GCR – Jake Marshall$570 $(127)$443 
Customer relationships – ODR – Jake Marshall3,050 (637)2,413 
Customer relationships – ODR – Limbach4,710 (3,891)819 
Favorable leasehold interests – Limbach
190 (105)85 
Backlog – GCR – Jake Marshall260 (260)— 
Backlog – ODR – Jake Marshall680 (680)— 
Trade name – Jake Marshall1,150 (295)855 
Total amortized intangible assets
10,610 (5,995)4,615 
Unamortized intangible assets:
Trade name – Limbach(1)
9,960 — 9,960 
Total unamortized intangible assets9,960 — 9,960 
Total amortized and unamortized assets, excluding goodwill$20,570 $(5,995)$14,575 
(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, 2022
   
Amortized intangible assets:   
Customer relationships – GCR – Jake Marshall$570 $(87)$483 
Customer relationships – ODR – Jake Marshall3,050 (436)2,614 
Customer relationships – ODR – Limbach4,710 (3,765)945 
Favorable leasehold interests – Limbach
190 (97)93 
Backlog – GCR – Jake Marshall260 (178)82 
Backlog – ODR – Jake Marshall680 (465)215 
Trade name – Jake Marshall1,150 (202)948 
Total amortized intangible assets10,610 (5,230)5,380 
Unamortized intangible assets:
Trade name – Limbach9,960 — 9,960 
Total unamortized intangible assets9,960 — 9,960 
Total amortized and unamortized assets, excluding goodwill$20,570 $(5,230)$15,340 
v3.23.2
Debt (Tables)
6 Months Ended
Jun. 30, 2023
Debt Disclosure [Abstract]  
Schedule of Long-Term Debt Long-term debt consists of the following obligations as of:
(in thousands)June 30, 2023December 31, 2022
A&R Wintrust Term Loan - term loan payable in quarterly installments of principal, plus interest through February 2026— 21,453 
Wintrust Revolving Loans10,000 — 
Finance leases – collateralized by vehicles, payable in monthly installments of principal, plus interest ranging from 3.96% to 8.35% through 2027
6,961 4,954 
Financing liability5,351 5,351 
Total debt22,312 31,758 
Less - Current portion of long-term debt(2,431)(9,564)
Less - Unamortized discount and debt issuance costs(396)(666)
Long-term debt$19,485 $21,528 
Schedule of Additional Margin and Commitment Fees Payable
The following is a summary of the applicable margin and commitment fees payable on the Second A&R Wintrust Revolving Loan credit commitment:
LevelSenior Leverage RatioApplicable Margin for SOFR Revolver loansApplicable 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 %
v3.23.2
Equity (Tables)
6 Months Ended
Jun. 30, 2023
Equity [Abstract]  
Schedule of Outstanding Warrants
The following table summarizes the underlying shares of common stock with respect to outstanding warrants:
June 30, 2023December 31, 2022
$15 Exercise Price Sponsor Warrants(1)(2)
— 600,000 
Merger Warrants(3)(4)
466,199 629,643 
   Total466,199 1,229,643 
(1)    Exercisable for one share of common stock at an exercise price of $15.00 per share (“$15 Exercise Price Sponsor Warrants”).
(2)    Issued under a warrant agreement dated July 15, 2014, between Continental Stock Transfer and Trust Company, as warrant agent, and the Company.
(3)    Exercisable for one share of common stock at an exercise price of $12.50 per share (“Merger Warrants”).
(4)    Issued to the sellers of LHLLC.
v3.23.2
Fair Value Measurements (Tables)
6 Months Ended
Jun. 30, 2023
Fair Value Disclosures [Abstract]  
Fair Value Measurements, Nonrecurring
Fair Value at Reporting Date Using
(in thousands)June 30, 2023Level 1Level 2Level 3
Cash equivalents:
Overnight repurchase agreements$32,100 $32,100 
U.S. Treasury Bills5,000 5,000 $— $— 
Money market fund3,750 3,750 — — 
Total$40,850 $40,850 $— $— 
v3.23.2
Earnings per Share (Tables)
6 Months Ended
Jun. 30, 2023
Earnings Per Share [Abstract]  
Schedule of Earnings Per Share, Basic and Diluted The following table sets forth the computation of the basic and diluted earnings per share attributable to the Company's common shareholders for the three and six months ended June 30, 2023 and 2022:
Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands, except per share amounts)2023202220232022
EPS numerator:  
Net income (loss)$5,320 $866 $8,313 $(650)
EPS denominator:
Weighted average shares outstanding – basic
10,644 10,423 10,560 10,422 
Impact of dilutive securities(1)
863 144 776 — 
Weighted average shares outstanding – diluted
11,507 10,567 11,336 10,422 
EPS:
Basic
$0.50 $0.08 $0.79 $(0.06)
Diluted$0.46 $0.08 $0.73 $(0.06)
(1)    For the six months ended June 30, 2022, the Company excluded 150,420 of potentially dilutive securities related to certain of the Company's outstanding common stock warrants, shares issued in conjunction with the Company's ESPP and nonvested RSUs. These securities were excluded from the computation as their effect would have been anti-dilutive. As a result, the computations of net loss per share for the six months ended June 30, 2022 is the same for both basic and diluted.
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share
The following table summarizes the securities that were antidilutive or out-of-the-money, and therefore, were not included in the computations of diluted income per common share:
 Three Months Ended
June 30,
Six Months Ended
June 30,
 2023202220232022
Out-of-the-money warrants (see Note 6)
— 1,229,643 — 1,229,643 
Service-based RSUs (See Note 13)
17,595 26 72,871 
Performance and market-based RSUs(1)
15 48,229 60 85,969 
Employee Stock Purchase Plan643 — 2,426 8,451 
Total659 1,295,467 2,512 1,396,934 
(1)    For the three and six months ended June 30, 2022, certain MRSU awards (each defined in Note 13) were not included in the computation of diluted income per common share because the performance and market conditions were not satisfied during the periods and would not be satisfied if the reporting date was at the end of the contingency period.
v3.23.2
Income Taxes (Tables)
6 Months Ended
Jun. 30, 2023
Income Tax Disclosure [Abstract]  
Schedule of Income Tax Provision (Benefit)
The following table presents our income tax provision and our income tax rate for the three and six months ended June 30, 2023 and 2022.
Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands, except percentages)2023202220232022
Income tax provision (benefit)$2,025 $237 $2,647 $(379)
Income tax rate27.6 %21.5 %24.2 %36.8 %
v3.23.2
Operating Segments (Tables)
6 Months Ended
Jun. 30, 2023
Segment Reporting [Abstract]  
Schedule of Condensed Consolidated Segment Information Condensed consolidated segment information for the three and six months ended June 30, 2023 and 2022 were as follows:
 Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)2023202220232022
Statement of Operations Data:  
Revenue:  
GCR$66,102 $66,336 $128,393 $138,268 
ODR58,780 49,784 117,498 92,674 
Total revenue124,882 116,120 245,891 230,942 
Gross profit:
GCR11,272 8,694 21,590 17,052 
ODR17,241 12,626 33,150 22,608 
Total gross profit28,513 21,320 54,740 39,660 
Selling, general and administrative(1)
20,416 18,690 41,466 37,424 
Change in fair value of contingent consideration162 765 303 765 
Amortization of intangibles383 399 766 798 
Operating income$7,552 $1,466 $12,205 $673 
Less unallocated amounts:
Interest expense(511)(478)(1,178)(964)
Interest income247 — 247 — 
Gain (loss) on disposition of property and equipment175 147 (40)111 
Loss on early termination of operating lease— (32)— (849)
Loss on early debt extinguishment(311)— (311)— 
Gain on change in fair value of interest rate swap193 — 37 — 
Total unallocated amounts
(207)(363)(1,245)(1,702)
Income (loss) before income taxes$7,345 $1,103 $10,960 $(1,029)
(1)    Included within selling, general and administrative expenses was $1.1 million and $0.6 million of stock based compensation expense for the three months ended June 30, 2023 and 2022, respectively. For the six month ended June 30, 2023 and 2022, selling, general and administrative expenses included $2.2 million and $1.2 million of stock based compensation expenses, respectively.
v3.23.2
Leases (Tables)
6 Months Ended
Jun. 30, 2023
Leases [Abstract]  
Schedule of Supplemental Balance Sheets Information
The following table summarizes the lease amounts included in the Company's condensed consolidated balance sheets:
(in thousands)Classification on the Condensed Consolidated Balance SheetsJune 30, 2023December 31, 2022
Assets
Operating
Operating lease right-of-use assets(1)
$17,149 $18,288 
Finance
Property and equipment, net(2)(3)
9,307 7,402 
Total lease assets$26,456 $25,690 
Liabilities
Current
   OperatingCurrent operating lease liabilities$3,598 $3,562 
   FinanceCurrent portion of long-term debt2,431 2,135 
Noncurrent
   OperatingLong-term operating lease liabilities14,513 15,643 
   Finance
Long-term debt(4)
9,881 8,170 
Total lease liabilities$30,423 $29,510 
(1)     Operating lease assets are recorded net of accumulated amortization of $11.7 million at June 30, 2023 and $12.2 million at December 31, 2022.
(2)    Finance lease vehicle assets are recorded net of accumulated amortization of $5.1 million at June 30, 2023 and $6.0 million at December 31, 2022.
(3)    Includes approximately $2.5 million and $2.6 million of net property assets associated with the Company's Pontiac Facility as of June 30, 2023 and December 31, 2022, respectively.
(4)    Includes approximately $5.4 million associated with the Company's sale and leaseback financing transaction. See Note 5 for further detail.
Schedule of Lease Costs, Lease Terms and Discount Rates
The following table summarizes the lease costs included in the Company's condensed consolidated statements of operations for the three and six months ended June 30, 2023 and 2022:
Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)Classification on the Condensed Consolidated Statement of Operations2023202220232022
Operating lease cost
Cost of revenue(1)
$522 $657 $1,083 $1,351 
Operating lease cost
Selling, general and administrative(1)
612 631 1,257 1,335 
Finance lease cost
   Amortization
Cost of revenue(2)
667 685 1,298 1,336 
   Interest
Interest expense, net(2)
86 66 152 132 
Total lease cost$1,887 $2,039 $3,790 $4,154 
(1)    Operating lease costs recorded in cost of revenue included $0.1 million of variable lease costs for each of the three months ended June 30, 2023 and 2022, and $0.2 million for each of the six months ended June 30, 2023 and 2022. In addition, $0.1 million of variable lease costs are included in selling, general and administrative for each of the three months ended June 30, 2023 and 2022, and $0.2 million for each of the six months ended June 30, 2023 and 2022. 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 $0.9 million and $1.0 million for the three months ended June 30, 2023 and 2022, respectively, and $1.8 million for both the six months ended June 30, 2023 and 2022, respectively. These variable lease costs consist of fuel, maintenance, and sales tax charges.
The following is a summary of the lease terms and discount rates as of:
June 30, 2023December 31, 2022
Weighted average lease term (in years):
   Operating6.686.98
   Finance (1)
3.182.73
Weighted average discount rate:
   Operating4.88 %4.76 %
   Finance (1)
6.40 %5.06 %
(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 5 for further detail.
Schedule of Future Minimum Commitment for Finance Leases (in thousands):
Finance Lease ObligationsOperating Lease Obligations
Year ending:VehiclesPontiac FacilityTotal FinanceNon-Related Party
Related Party(1)
Total Operating
Sublease Receipts(2)
Remainder of 2023$1,501 $253 $1,754 $2,033 $225 $2,258 $448 
20242,466 515 2,981 3,435 450 3,885 912 
20251,922 528 2,450 2,928 450 3,378 939 
20261,391 542 1,933 2,815 450 3,265 967 
2027483 555 1,038 1,842 540 2,382 326 
Thereafter— 14,302 14,302 1,834 4,275 6,109 — 
Total minimum lease payments7,763 16,695 24,458 14,887 6,390 21,277 $3,593 
Financing Component (3)
(802)(11,343)(12,145)(1,686)(1,479)(3,165)
Net present value of minimum lease payments6,961 5,351 12,312 13,200 4,911 18,111 
Less: current portion of finance and operating lease obligations(2,431)— (2,431)(3,352)(246)(3,598)
Long-term finance and operating lease obligations$4,530 $5,351 $9,881 $9,848 $4,665 $14,513 
(1)    Associated with the aforementioned related party lease entered into with a former member of JMLLC.
(2)    Associated with the aforementioned third party sublease.
(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.
Schedule of Future Minimum Commitment for Operating Leases 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 June 30, 2023 were as follows (in thousands):
Finance Lease ObligationsOperating Lease Obligations
Year ending:VehiclesPontiac FacilityTotal FinanceNon-Related Party
Related Party(1)
Total Operating
Sublease Receipts(2)
Remainder of 2023$1,501 $253 $1,754 $2,033 $225 $2,258 $448 
20242,466 515 2,981 3,435 450 3,885 912 
20251,922 528 2,450 2,928 450 3,378 939 
20261,391 542 1,933 2,815 450 3,265 967 
2027483 555 1,038 1,842 540 2,382 326 
Thereafter— 14,302 14,302 1,834 4,275 6,109 — 
Total minimum lease payments7,763 16,695 24,458 14,887 6,390 21,277 $3,593 
Financing Component (3)
(802)(11,343)(12,145)(1,686)(1,479)(3,165)
Net present value of minimum lease payments6,961 5,351 12,312 13,200 4,911 18,111 
Less: current portion of finance and operating lease obligations(2,431)— (2,431)(3,352)(246)(3,598)
Long-term finance and operating lease obligations$4,530 $5,351 $9,881 $9,848 $4,665 $14,513 
(1)    Associated with the aforementioned related party lease entered into with a former member of JMLLC.
(2)    Associated with the aforementioned third party sublease.
(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.
Schedule of Leases Supplemental Cash Flow Information
The following is a summary of other information and supplemental cash flow information related to finance and operating leases:
Six months ended June 30,
(in thousands)20232022
Cash paid for amounts included in the measurement of lease liabilities:
   Operating cash flows from operating leases$2,294 $2,619 
   Operating cash flows from finance leases152 132 
   Financing cash flows from finance leases1,302 1,358 
Right-of-use assets exchanged for lease liabilities:
   Operating leases742 — 
   Finance leases3,392 1,968 
Right-of-use assets disposed or adjusted modifying operating leases liabilities— (1,276)
Right-of-use assets disposed or adjusted modifying finance leases liabilities$(30)(77)
v3.23.2
Commitments and Contingencies (Tables)
6 Months Ended
Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]  
Schedule of Components of Self-Insurance The components of the self-insurance liability as of June 30, 2023 and December 31, 2022 are as follows:
(in thousands)June 30,
2023
December 31,
2022
Current liability — workers’ compensation and general liability$67 $158 
Current liability — medical and dental433 557 
Non-current liability502 343 
Total liability $1,002 $1,058 
Restricted cash$65 $113 
v3.23.2
Management Incentive Plans (Tables)
6 Months Ended
Jun. 30, 2023
RSUs  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Schedule of Nonvested Restricted Stock Units Activity
The following table summarizes the Company's service-based RSU activity for the six months ended June 30, 2023:
 AwardsWeighted-Average
Grant Date
Fair Value
Unvested at December 31, 2022280,275 $9.06 
Granted
162,369 11.77 
Vested
(163,354)8.58 
Forfeited
(42,131)10.63 
Unvested at June 30, 2023237,159 $10.97 
PRSUs  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Schedule of Nonvested Restricted Stock Units Activity
The following table summarizes the Company's PRSU activity for the six months ended June 30, 2023:
 AwardsWeighted-Average
Grant Date
Fair Value
Unvested at December 31, 2022497,940 $8.32 
Granted
285,005 12.60 
Performance factor adjustment(1)
32,327 4.29 
Vested
(121,827)4.29 
Forfeited
(116,911)9.81 
Unvested at June 30, 2023576,534 $10.75 
(1)     Performance-based awards covering the three year period ended December 31, 2022 were paid out in the first quarter of 2023 based on the approval of the Company's Compensation Committee. The performance factor during the measurement period used to determine compensation payouts was 136.13% of the pre-defined metric target of 100%, which resulted in a positive performance factor adjustment and the issuance of 32,327 of additional awards associated with the original grant.
v3.23.2
Business and Organization (Details)
6 Months Ended
Jun. 30, 2023
segment
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Number of operating segments 2
Service period 2 years
v3.23.2
Revenue from Contracts with Customers - Narrative (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
Disaggregation of Revenue [Line Items]          
Term of revenue contracts     three months to two years    
Percentage completed of certain milestones     10.00%    
Net amount of unresolved change orders and claims $ 19,800   $ 19,800   $ 28,500
Total gross profits adjustments net   $ 1,300      
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01          
Disaggregation of Revenue [Line Items]          
Revenue, remaining performance obligations, expected timing of satisfaction, period 24 months   24 months    
GCR          
Disaggregation of Revenue [Line Items]          
Revision amount for gross profit impact on contract estimates (more than) $ 500   $ 500 $ 500  
GCR | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01          
Disaggregation of Revenue [Line Items]          
Remaining performance obligations, amount $ 260,200   $ 260,200    
Revenue, remaining performance obligations, percentage 52.00%   52.00%    
Revenue, remaining performance obligations, expected timing of satisfaction, period 6 months   6 months    
GCR | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01          
Disaggregation of Revenue [Line Items]          
Revenue, remaining performance obligations, percentage 44.00%   44.00%    
Revenue, remaining performance obligations, expected timing of satisfaction, period 1 year   1 year    
ODR | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01          
Disaggregation of Revenue [Line Items]          
Remaining performance obligations, amount $ 113,600   $ 113,600    
Revenue, remaining performance obligations, percentage 65.00%   65.00%    
Revenue, remaining performance obligations, expected timing of satisfaction, period 6 months   6 months    
ODR | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01          
Disaggregation of Revenue [Line Items]          
Revenue, remaining performance obligations, percentage 28.00%   28.00%    
Revenue, remaining performance obligations, expected timing of satisfaction, period 1 year   1 year    
v3.23.2
Revenue from Contracts with Customers - Schedule of Components of Contract Asset and Liability Balances (Details) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
Contract assets      
Costs and estimated earnings in excess of billings on uncompleted contracts $ 34,006   $ 33,573
Retainage receivable 25,418   27,880
Total contract assets 59,424   61,453
Change in costs in excess of billings and estimated earnings 433    
Change in retainage receivable (2,462)    
Change in total contract assets (2,029) $ (8,904)  
Contract liabilities      
Billings in excess of costs and estimated earnings on uncompleted contracts 43,382   43,806
Provisions for losses 300   201
Total contract liabilities 43,682   $ 44,007
Change in billings in excess of costs and estimated earnings (424)    
Change in provisions for losses 99    
Change in total contract liabilities $ (325) $ 13,123  
v3.23.2
Revenue from Contracts with Customers - Schedule of Contracts In Progress (Details) - USD ($)
$ in Thousands
Jun. 30, 2023
Dec. 31, 2022
Revenue from Contract with Customer [Abstract]    
Revenue earned on uncompleted contracts $ 739,788 $ 678,014
Less: Billings to date (749,164) (688,247)
Net (overbilling) underbilling (9,376) (10,233)
Costs in excess of billings and estimated earnings on uncompleted contracts 34,006 33,573
Billings in excess of costs and estimated earnings on uncompleted contracts $ (43,382) $ (43,806)
v3.23.2
Goodwill and Intangibles - Narrative (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]          
Goodwill $ 11,370,000   $ 11,370,000   $ 11,370,000
Impairment of intangible assets (excluding goodwill) 0 $ 0 0 $ 0  
Amortization of intangibles $ 383,000 $ 399,000 $ 766,000 $ 798,000  
v3.23.2
Goodwill and Intangibles - Schedule of Intangible Assets (Details) - USD ($)
$ in Thousands
Jun. 30, 2023
Dec. 31, 2022
Amortized intangible assets:    
Gross carrying amount $ 10,610 $ 10,610
Accumulated amortization (5,995) (5,230)
Net intangible assets, excluding goodwill 4,615 5,380
Unamortized intangible assets:    
Gross carrying amount 9,960 9,960
Net intangible assets, excluding goodwill 9,960 9,960
Gross carrying amount 20,570 20,570
Accumulated amortization (5,995) (5,230)
Total amortized and unamortized assets, excluding goodwill 14,575 15,340
Trade name – Jake Marshall    
Unamortized intangible assets:    
Gross carrying amount 9,960 9,960
Net intangible assets, excluding goodwill 9,960 9,960
Customer Relationships | GCR | Jake Marshall Transaction    
Amortized intangible assets:    
Gross carrying amount 570 570
Accumulated amortization (127) (87)
Net intangible assets, excluding goodwill 443 483
Unamortized intangible assets:    
Accumulated amortization (127) (87)
Customer Relationships | ODR    
Amortized intangible assets:    
Gross carrying amount 4,710 4,710
Accumulated amortization (3,891) (3,765)
Net intangible assets, excluding goodwill 819 945
Unamortized intangible assets:    
Accumulated amortization (3,891) (3,765)
Customer Relationships | ODR | Jake Marshall Transaction    
Amortized intangible assets:    
Gross carrying amount 3,050 3,050
Accumulated amortization (637) (436)
Net intangible assets, excluding goodwill 2,413 2,614
Unamortized intangible assets:    
Accumulated amortization (637) (436)
Favorable Leasehold Interests    
Amortized intangible assets:    
Gross carrying amount 190 190
Accumulated amortization (105) (97)
Net intangible assets, excluding goodwill 85 93
Unamortized intangible assets:    
Accumulated amortization (105) (97)
Backlog – Construction | GCR | Jake Marshall Transaction    
Amortized intangible assets:    
Gross carrying amount 260 260
Accumulated amortization (260) (178)
Net intangible assets, excluding goodwill 0 82
Unamortized intangible assets:    
Accumulated amortization (260) (178)
Backlog – Construction | ODR | Jake Marshall Transaction    
Amortized intangible assets:    
Gross carrying amount 680 680
Accumulated amortization (680) (465)
Net intangible assets, excluding goodwill 0 215
Unamortized intangible assets:    
Accumulated amortization (680) (465)
Trade name – Jake Marshall | Jake Marshall Transaction    
Amortized intangible assets:    
Gross carrying amount 1,150 1,150
Accumulated amortization (295) (202)
Net intangible assets, excluding goodwill 855 948
Unamortized intangible assets:    
Accumulated amortization $ (295) $ (202)
v3.23.2
Debt - Long-Term Debt (Details) - USD ($)
$ in Thousands
Jun. 30, 2023
Dec. 31, 2022
Debt Instrument [Line Items]    
Net present value of minimum lease payments $ 12,312  
Total debt 22,312 $ 31,758
Less - Current portion of long-term debt (2,431) (9,564)
Less - Unamortized discount and debt issuance costs (396) (666)
Long-term debt 19,485 21,528
Vehicles    
Debt Instrument [Line Items]    
Net present value of minimum lease payments 6,961 4,954
Pontiac Facility    
Debt Instrument [Line Items]    
Net present value of minimum lease payments $ 5,351 5,351
Minimum    
Debt Instrument [Line Items]    
Finance lease, discount rate 3.96%  
Maximum    
Debt Instrument [Line Items]    
Finance lease, discount rate 8.35%  
Secured Debt | A&R Wintrust Term Loan - term loan payable in quarterly installments of principal, plus interest through February 2026    
Debt Instrument [Line Items]    
Long term debt $ 0 21,453
Revolving Credit Facility | Wintrust Revolving Loans    
Debt Instrument [Line Items]    
Long term debt $ 10,000 $ 0
v3.23.2
Debt - Wintrust Term and Revolving Loans (Details)
3 Months Ended 6 Months Ended
May 05, 2023
USD ($)
covenant
Dec. 02, 2021
USD ($)
covenant
Feb. 24, 2021
USD ($)
Jun. 30, 2023
USD ($)
Sep. 30, 2022
USD ($)
Jun. 30, 2022
USD ($)
Jun. 30, 2023
USD ($)
Jun. 30, 2022
USD ($)
Jan. 01, 2023
Dec. 31, 2022
USD ($)
Jul. 31, 2022
USD ($)
Interest Rate Swap                      
Debt Instrument [Line Items]                      
Notional amount                     $ 10,000,000
Fixed interest rate                     3.12%
Wintrust Term Loan                      
Debt Instrument [Line Items]                      
Debt effective interest rate 9.25%         5.75%   5.75%      
Debt weighted average annual interest rate 8.76%               9.00%    
Interest rate during period           4.90%   4.57%      
A&R Wintrust Term And Revolving Loans                      
Debt Instrument [Line Items]                      
Number of financial covenants | covenant 3 3                  
Debt instrument, covenant compliance, leverage ratio 2.00 2.00                  
Debt instrument, covenant compliance, coverage ratio 1.20 1.20                  
Aggregate amount of unfinanced capital expenditures during any fiscal year $ 0 $ 0                  
Limit annual percentage of unfinanced capital expenditures 50.00% 50.00%                  
Maximum outstanding borrowings during the period       $ 10,000,000   $ 3,500,000 $ 10,000,000 $ 9,400,000      
Weighted average annual interest rate       7.70%   4.91% 7.70% 4.37%      
A&R Wintrust Term And Revolving Loans | Maximum                      
Debt Instrument [Line Items]                      
Aggregate amount of unfinanced capital expenditures during any fiscal year $ 4,000,000 $ 4,000,000                  
Amount drawn under credit agreement       $ 10,000,000     $ 10,000,000     $ 0  
Average daily balance of borrowings outstanding       6,300,000     3,100,000 $ 100,000      
Wintrust Loans                      
Debt Instrument [Line Items]                      
Letters of credit       $ 4,200,000     $ 4,200,000        
Secured Debt | Wintrust Term Loan                      
Debt Instrument [Line Items]                      
Debt issued 50,000,000   $ 30,000,000                
Debt installment payments     $ 500,000                
Secured Debt | A&R Wintrust Term Loan                      
Debt Instrument [Line Items]                      
Debt installment payments   $ 600,000                  
Annual excess cash flow payments credit agreement period   120 days                  
Excess cash flow payments           $ 3,300,000          
Net claim proceeds payments         $ 600,000 $ 2,100,000          
Secured Debt | A&R Wintrust Term Loan | Jake Marshall Transaction                      
Debt Instrument [Line Items]                      
Debt issued   $ 35,500,000                  
Secured Debt | Revolving Credit Facility | Wintrust Revolving Loans | Jake Marshall Transaction                      
Debt Instrument [Line Items]                      
Line of credit facility, maximum borrowing capacity   25,000,000                  
Secured Debt | Sublimit for Letters of Credit | Wintrust Revolving Loans | Jake Marshall Transaction                      
Debt Instrument [Line Items]                      
Line of credit facility, maximum borrowing capacity 5,000,000 $ 5,000,000                  
Line of Credit | A&R Wintrust Term Loan | Base Rate                      
Debt Instrument [Line Items]                      
Basis spread on variable rate   1.00%                  
Step-down adjustment on basis spread on variable rate   0.75%                  
Line of Credit | A&R Wintrust Term Loan | Base Rate | Minimum                      
Debt Instrument [Line Items]                      
Basis spread on variable rate   3.00%                  
Line of Credit | A&R Wintrust Term Loan | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate                      
Debt Instrument [Line Items]                      
Step-down adjustment on basis spread on variable rate   0.50%                  
Line of Credit | A&R Wintrust Term Loan | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Variable Rate Component Two                      
Debt Instrument [Line Items]                      
Basis spread on variable rate   4.26%                  
Line of Credit | A&R Wintrust Term Loan | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Variable Rate Component Three                      
Debt Instrument [Line Items]                      
Basis spread on variable rate   4.42%                  
Line of Credit | A&R Wintrust Term Loan | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Variable Rate Component One                      
Debt Instrument [Line Items]                      
Basis spread on variable rate   4.10%                  
Line of Credit | A&R Wintrust Term Loan | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Minimum                      
Debt Instrument [Line Items]                      
Basis spread on variable rate   0.15%                  
Line of Credit | Revolving Credit Facility | Wintrust Term Loan | London Interbank Offered Rate (LIBOR) 1                      
Debt Instrument [Line Items]                      
Step-down adjustment on basis spread on variable rate     0.50%                
Line of Credit | Revolving Credit Facility | Wintrust Term Loan | London Interbank Offered Rate (LIBOR) 1 | Minimum                      
Debt Instrument [Line Items]                      
Basis spread on variable rate     0.25%                
Line of Credit | Revolving Credit Facility | Wintrust Term Loan | London Interbank Offered Rate (LIBOR) 1 | Maximum                      
Debt Instrument [Line Items]                      
Basis spread on variable rate     4.00%                
Line of Credit | Revolving Credit Facility | Wintrust Term Loan | Base Rate                      
Debt Instrument [Line Items]                      
Step-down adjustment on basis spread on variable rate     0.75%                
Line of Credit | Revolving Credit Facility | Wintrust Term Loan | Base Rate | Minimum                      
Debt Instrument [Line Items]                      
Basis spread on variable rate     3.00%                
Line of Credit | Revolving Credit Facility | Wintrust Term Loan | Base Rate | Maximum                      
Debt Instrument [Line Items]                      
Basis spread on variable rate     1.00%                
Line of Credit | Revolving Credit Facility | Wintrust Revolving Loans                      
Debt Instrument [Line Items]                      
Line of credit facility, maximum borrowing capacity 25,000,000   $ 25,000,000                
Outstanding balance 9,600,000                    
Unamortized debt issuance costs $ 300,000                    
Line of Credit | Revolving Credit Facility | Wintrust Revolving Loans | London Interbank Offered Rate (LIBOR) 1 | Minimum                      
Debt Instrument [Line Items]                      
Basis spread on variable rate     0.25%                
Line of Credit | Revolving Credit Facility | Wintrust Revolving Loans | London Interbank Offered Rate (LIBOR) 1 | Maximum                      
Debt Instrument [Line Items]                      
Basis spread on variable rate     3.50%                
Line of Credit | Revolving Credit Facility | Wintrust Revolving Loans | Base Rate                      
Debt Instrument [Line Items]                      
Basis spread on variable rate   0.50%                  
Step-down adjustment on basis spread on variable rate 5000.00% 0.50% 0.50%                
Line of Credit | Revolving Credit Facility | Wintrust Revolving Loans | Base Rate | Minimum                      
Debt Instrument [Line Items]                      
Basis spread on variable rate 3.00% 3.00% 3.00%                
Line of Credit | Revolving Credit Facility | Wintrust Revolving Loans | Base Rate | Maximum                      
Debt Instrument [Line Items]                      
Basis spread on variable rate     0.50%                
Line of Credit | Revolving Credit Facility | Wintrust Revolving Loans | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Variable Rate Component Two                      
Debt Instrument [Line Items]                      
Basis spread on variable rate   3.76%                  
Line of Credit | Revolving Credit Facility | Wintrust Revolving Loans | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Variable Rate Component Three                      
Debt Instrument [Line Items]                      
Basis spread on variable rate   3.92%                  
Line of Credit | Revolving Credit Facility | Wintrust Revolving Loans | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Variable Rate Component One                      
Debt Instrument [Line Items]                      
Basis spread on variable rate   3.60%                  
Line of Credit | Revolving Credit Facility | Wintrust Revolving Loans | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Minimum                      
Debt Instrument [Line Items]                      
Basis spread on variable rate 0.15% 0.15%                  
Line of Credit | Revolving Credit Facility | Wintrust Revolving Loans | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Maximum                      
Debt Instrument [Line Items]                      
Basis spread on variable rate 3.10%                    
Line of Credit | Sublimit for Letters of Credit | Wintrust Revolving Loans                      
Debt Instrument [Line Items]                      
Line of credit facility, maximum borrowing capacity     $ 5,000,000                
v3.23.2
Debt - Additional Margin and Commitment Fees Payable (Details)
6 Months Ended
Jun. 30, 2023
Level I  
Debt Instrument [Line Items]  
Senior Leverage Ratio 100.00%
Level I | Wintrust Revolving Loans  
Debt Instrument [Line Items]  
Additional margin for loans 0.25%
Level I | Secured Overnight Financing Rate (SOFR) | Wintrust Revolving Loans  
Debt Instrument [Line Items]  
Additional margin for loans 3.10%
Level I | Prime Rate | Wintrust Revolving Loans  
Debt Instrument [Line Items]  
Additional margin for loans 0.00%
Level II  
Debt Instrument [Line Items]  
Senior Leverage Ratio 100.00%
Level II | Wintrust Revolving Loans  
Debt Instrument [Line Items]  
Additional margin for loans 0.25%
Level II | Secured Overnight Financing Rate (SOFR) | Wintrust Revolving Loans  
Debt Instrument [Line Items]  
Additional margin for loans 2.60%
Level II | Prime Rate | Wintrust Revolving Loans  
Debt Instrument [Line Items]  
Additional margin for loans (0.50%)
v3.23.2
Debt - Sale-Leaseback Financing Transactions (Details)
3 Months Ended 6 Months Ended
Sep. 29, 2022
USD ($)
renewalTerm
Jun. 30, 2023
USD ($)
Jun. 30, 2023
USD ($)
Dec. 31, 2022
USD ($)
Debt Disclosure [Abstract]        
Purchase of property under sale and leaseback transaction $ 7,800,000 $ 2,500,000 $ 2,500,000 $ 2,600,000
Purchase price 5,400,000      
Tenant improvement allowance $ 2,400,000      
Lease agreement, term 25 years      
Lease agreement, number of renewal terms | renewalTerm 2      
Lease agreement, renewal term 5 years      
Sale leaseback transaction, annual minimum rent $ 499,730      
Annual increase rate 2.50%      
Termination fee $ 1,700,000      
Discount rate 11.11%      
Tenant Improvement Allowance, implicit rate 6.53%      
Sale leaseback transaction, gain or loss recognized     0  
Finance lease liability   4,900,000 4,900,000  
Financing interest expense   $ 100,000 $ 200,000  
v3.23.2
Equity - Narrative (Details) - USD ($)
1 Months Ended 3 Months Ended 6 Months Ended
Jul. 20, 2023
Mar. 29, 2023
Mar. 25, 2022
Jan. 01, 2020
Jan. 31, 2023
Jan. 31, 2022
Jun. 30, 2023
Jun. 30, 2023
Dec. 31, 2022
Sep. 30, 2022
Class of Stock [Line Items]                    
Common stock, shares authorized (in shares)             100,000,000 100,000,000 100,000,000  
Common stock, par or stated value per share (in usd per share)             $ 0.0001 $ 0.0001 $ 0.0001  
Preferred stock, shares authorized (in shares)             1,000,000 1,000,000    
Preferred stock, par or stated value per share (in usd per shares)             $ 0.0001 $ 0.0001    
Class of warrant or right, outstanding (in shares)             466,199 466,199 1,229,643  
Share Repurchase Program                    
Class of Stock [Line Items]                    
Repurchase of common stock                   $ 2,000,000
Number of shares acquired (in shares)               2,000,000    
2022 Amended And Restated Omnibus Incentive Plan                    
Class of Stock [Line Items]                    
Number of additional shares authorized under share-based compensation plan (in shares)     350,000              
Common stock, capital shares reserved for future issuance (in shares)     2,600,000              
2023 Amended And Restated Omnibus Incentive Plan                    
Class of Stock [Line Items]                    
Number of additional shares authorized under share-based compensation plan (in shares)   450,000                
Common stock, capital shares reserved for future issuance (in shares)   3,050,000                
ESPP | Employee Stock Purchase Plan                    
Class of Stock [Line Items]                    
Purchase price of common stock, percent of market price (no less than)       85.00%            
Maximum employee subscription percentage       10.00%            
Maximum contribution amount       $ 5,000            
Offering period       6 months            
Discount percentage from market price, beginning of purchase period       15.00%            
Award vesting period       6 months            
Number of shares authorized (in shares)       500,000            
Shares issued (in shares)         10,997 12,898        
Shares remaining available for future issuance (in shares)             395,620 395,620    
$15 Exercise Price Sponsor Warrants                    
Class of Stock [Line Items]                    
Exercise price of warrants (in usd per share)             $ 15 $ 15 $ 15  
Warrants redeemed (in shares)             600,000      
Class of warrant or right, outstanding (in shares)             0 0 600,000  
Merger Warrants                    
Class of Stock [Line Items]                    
Exercise price of warrants (in usd per share)             $ 12.50 $ 12.50 $ 12.50  
Warrants redeemed (in shares)             163,444      
Warrant converted into securities (in shares)             45,797 45,797    
Class of warrant or right, outstanding (in shares)             466,199 466,199 629,643  
Merger Warrants | Subsequent Event                    
Class of Stock [Line Items]                    
Warrants redeemed (in shares) 443,032                  
Warrant converted into securities (in shares) 228,945                  
Sponsor Warrant                    
Class of Stock [Line Items]                    
Warrant converted into securities (in shares)             167,564 167,564    
unexercised Merger Warrants | Subsequent Event                    
Class of Stock [Line Items]                    
Class of warrant or right, outstanding (in shares) 23,167                  
v3.23.2
Equity - Schedule of Outstanding Warrants (Details) - $ / shares
Jun. 30, 2023
Dec. 31, 2022
Class of Stock [Line Items]    
Class of warrant or right, outstanding (in shares) 466,199 1,229,643
$15 Exercise Price Sponsor Warrants    
Class of Stock [Line Items]    
Class of warrant or right, outstanding (in shares) 0 600,000
Class of warrant or right, number of securities called by each warrant or right (in shares) 1 1
Exercise price of warrants (in usd per share) $ 15 $ 15
Merger Warrants    
Class of Stock [Line Items]    
Class of warrant or right, outstanding (in shares) 466,199 629,643
Class of warrant or right, number of securities called by each warrant or right (in shares) 1 1
Exercise price of warrants (in usd per share) $ 12.50 $ 12.50
v3.23.2
Fair Value Measurements - Schedule of Cash and Cash Equivalents (Details)
$ in Thousands
Jun. 30, 2023
USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]  
Total $ 40,850
Level 1  
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]  
Total 40,850
Level 2  
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]  
Total 0
Level 3  
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]  
Total 0
Overnight repurchase agreements  
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]  
Total 32,100
Overnight repurchase agreements | Level 1  
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]  
Total 32,100
Overnight repurchase agreements | Level 2  
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]  
Total
Overnight repurchase agreements | Level 3  
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]  
Total
U.S. Treasury Bills  
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]  
Total 5,000
U.S. Treasury Bills | Level 1  
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]  
Total 5,000
U.S. Treasury Bills | Level 2  
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]  
Total 0
U.S. Treasury Bills | Level 3  
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]  
Total 0
Money market fund  
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]  
Total 3,750
Money market fund | Level 1  
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]  
Total 3,750
Money market fund | Level 2  
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]  
Total 0
Money market fund | Level 3  
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]  
Total $ 0
v3.23.2
Fair Value Measurements - Narrative (Details)
$ in Thousands
1 Months Ended 3 Months Ended 6 Months Ended
Dec. 02, 2021
USD ($)
payment
Apr. 30, 2023
USD ($)
Jun. 30, 2023
USD ($)
Jun. 30, 2022
USD ($)
Jun. 30, 2023
USD ($)
Jun. 30, 2022
USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]            
Payment to former owners   $ 3,000        
Change in fair value of contingent consideration     $ 162 $ 765 $ 303 $ 765
Interest Rate Swap            
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]            
Gain on change in fair value of interest rate swap     200   100  
Other Long-term Liabilities            
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]            
Fair value of the interest rate swap     300   300  
Jake Marshall Transaction            
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]            
Earnout payments $ 6,000          
Change in fair value of contingent consideration     200 $ 800 300 $ 800
Jake Marshall Transaction | Earn Out Payment Two            
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]            
Earnout payments $ 3,000          
Number of earnout tranches | payment 2          
Earnout period 13 months          
Jake Marshall Transaction | Earn Out Payment One            
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]            
Earnout payments $ 3,000          
Number of earnout tranches | payment 2          
Earnout period 13 months          
Jake Marshall Transaction | Maximum            
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]            
Earnout payments     2,700   2,700  
Jake Marshall Transaction | Maximum | Earn Out Payment Two            
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]            
Gross profits from acquired companies $ 10,000          
Jake Marshall Transaction | Maximum | Earn Out Payment One            
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]            
Gross profits from acquired companies 10,000          
Jake Marshall Transaction | Minimum | Earn Out Payment Two            
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]            
Gross profits from acquired companies 8,000          
Jake Marshall Transaction | Minimum | Earn Out Payment One            
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]            
Gross profits from acquired companies 8,000          
Level 1            
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]            
Recognized interest income     $ 200   $ 200  
Level 3 | Contingent Consideration Liability | Jake Marshall Transaction            
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]            
Fair value of earnout payments $ 3,100          
Level 3 | Contingent Consideration Liability | Jake Marshall Transaction | Measurement Input, Discount Rate            
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]            
Earnout payments, measurement input     0.102 0.0683 0.102 0.0683
Wintrust Term Loan | Level 3            
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]            
Fair value of debt     $ 10,000   $ 10,000  
v3.23.2
Earnings per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2022
Mar. 31, 2022
Jun. 30, 2023
Jun. 30, 2022
EPS numerator:            
Net income (loss) $ 5,320 $ 2,993 $ 866 $ (1,516) $ 8,313 $ (650)
EPS denominator:            
Weighted average shares outstanding - basic (in shares) 10,644,423   10,423,068   10,560,381 10,421,886
Impact of dilutive securities (in shares) 863,000   144,000   776,000 0
Weighted average shares outstanding - diluted (in shares) 11,507,311   10,567,304   11,336,474 10,421,886
EPS:            
Basic (in usd per share) $ 0.50   $ 0.08   $ 0.79 $ (0.06)
Diluted (in usd per share) $ 0.46   $ 0.08   $ 0.73 $ (0.06)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]            
Antidilutive securities excluded from computation of earnings per share, amount (in shares) 659   1,295,467   2,512 1,396,934
Warrant            
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]            
Antidilutive securities excluded from computation of earnings per share, amount (in shares)           150,420
v3.23.2
Earnings per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Antidilutive securities excluded from computation of earnings per share, amount (in shares) 659 1,295,467 2,512 1,396,934
Out-of-the money warrants        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Antidilutive securities excluded from computation of earnings per share, amount (in shares) 0 1,229,643 0 1,229,643
Service-based RSUs        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Antidilutive securities excluded from computation of earnings per share, amount (in shares) 1 17,595 26 72,871
Performance and market-based RSUs        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Antidilutive securities excluded from computation of earnings per share, amount (in shares) 15 48,229 60 85,969
Employee Stock Purchase Plan        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Antidilutive securities excluded from computation of earnings per share, amount (in shares) 643 0 2,426 8,451
v3.23.2
Income Taxes (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
Income Tax Disclosure [Abstract]          
Income tax provision (benefit) $ 2,025,000 $ 237,000 $ 2,647,000 $ (379,000)  
Income tax rate 27.60% 21.50% 24.20% 36.80%  
Valuation allowance $ 0   $ 0   $ 0
v3.23.2
Operating Segments - Narrative (Details)
6 Months Ended
Jun. 30, 2023
segment
Segment Reporting Information [Line Items]  
Number of operating segments 2
GCR  
Segment Reporting Information [Line Items]  
Number of reportable segments 1
ODR  
Segment Reporting Information [Line Items]  
Number of reportable segments 1
v3.23.2
Operating Segments - Schedule of Condensed Consolidated Segment Information (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Segment Reporting Information [Line Items]        
Revenue $ 124,882 $ 116,120 $ 245,891 $ 230,942
Total gross profit 28,513 21,320 54,740 39,660
Selling, general and administrative 20,416 18,690 41,466 37,424
Change in fair value of contingent consideration 162 765 303 765
Amortization of intangibles 383 399 766 798
Operating income 7,552 1,466 12,205 673
Interest expense (511) (478) (1,178) (964)
Interest income 247 0 247 0
Gain (loss) on disposition of property and equipment 175 147 (40) 111
Loss on early termination of operating lease 0 (32) 0 (849)
Loss on early debt extinguishment (311) 0 (311) 0
Gain on change in fair value of interest rate swap 193 0 37 0
Total unallocated amounts (207) (363) (1,245) (1,702)
Income (loss) before income taxes 7,345 1,103 10,960 (1,029)
Operating Segments | GCR        
Segment Reporting Information [Line Items]        
Revenue 66,102 66,336 128,393 138,268
Total gross profit 11,272 8,694 21,590 17,052
Operating Segments | ODR        
Segment Reporting Information [Line Items]        
Revenue 58,780 49,784 117,498 92,674
Total gross profit 17,241 12,626 33,150 22,608
Corporate        
Segment Reporting Information [Line Items]        
Selling, general and administrative $ 1,100 $ 600 $ 2,200 $ 1,200
v3.23.2
Leases - Narrative (Details)
1 Months Ended 3 Months Ended 6 Months Ended
Dec. 02, 2021
USD ($)
extension
Mar. 31, 2022
USD ($)
ft²
installment
Jun. 30, 2021
USD ($)
ft²
Jun. 30, 2023
USD ($)
Jun. 30, 2022
USD ($)
Mar. 31, 2022
USD ($)
ft²
installment
Jun. 30, 2023
USD ($)
extension
Jun. 30, 2022
USD ($)
Lessee, Lease, Description [Line Items]                
Lease termination fee   $ 700,000            
Lease termination fee payable, number of installments | installment   16       16    
Gain on derecognition of lease assets and liabilities             $ 100,000  
Loss on disposal of leasehold improvement             $ 100,000  
Real Estate Leases                
Lessee, Lease, Description [Line Items]                
Number of lease extensions | extension             1  
Office Building | Geographic Distribution, Domestic                
Lessee, Lease, Description [Line Items]                
Subleased area (in sq ft) | ft²   16,720 71,787     16,720    
Sublease annual base rent     $ 600,000     $ 800,000    
Sublease annual base rent increase percentage     3.00%     3.00%    
Sublease income       $ 300,000 $ 200,000   $ 500,000 $ 400,000
Jake Marshall Transaction | Land and Building | Full Time Employee                
Lessee, Lease, Description [Line Items]                
Number of lease extensions | extension 2              
Lease term 10 years              
Term of lease extensions 2 years              
Jake Marshall Transaction | Land and Building | Full Time Employee | Lease Contractual Term One                
Lessee, Lease, Description [Line Items]                
Lease term 5 years              
Monthly base rent $ 37,500              
Jake Marshall Transaction | Land and Building | Full Time Employee | Lease Contractual Term Two                
Lessee, Lease, Description [Line Items]                
Lease term 5 years              
Monthly base rent $ 45,000              
v3.23.2
Leases - Supplemental Balance Sheets Information (Details) - USD ($)
$ in Thousands
Jun. 30, 2023
Dec. 31, 2022
Sep. 29, 2022
Leases [Abstract]      
Operating lease right-of-use assets $ 17,149 $ 18,288  
Property, plant and equipment, net 9,307 7,402  
Lease right-of-use assets 26,456 25,690  
Less: current portion of finance and operating lease obligations 3,598 3,562  
Less: current portion of finance and operating lease obligations 2,431 2,135  
Long-term finance and operating lease obligations 14,513 15,643  
Long-term finance and operating lease obligations 9,881 8,170  
Total lease liabilities 30,423 29,510  
Operating lease, accumulated amortization 11,700 12,200  
Finance lease, accumulated amortization 5,100 6,000  
Purchase of property under sale and leaseback transaction 2,500 $ 2,600 $ 7,800
Financing liability $ 5,400    
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] Long-Term Debt and Lease Obligation, Current Long-Term Debt and Lease Obligation, Current  
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] Long-term debt Long-term debt  
v3.23.2
Leases - Summary of Lease Costs (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Lessee, Lease, Description [Line Items]        
Finance lease cost, amortization $ 667 $ 685 $ 1,298 $ 1,336
Finance lease cost, interest expense 86 66 152 132
Total lease cost 1,887 2,039 3,790 4,154
Cost of revenue        
Lessee, Lease, Description [Line Items]        
Operating lease cost 522 657 1,083 1,351
Cost of revenue | Operating Lease        
Lessee, Lease, Description [Line Items]        
Variable lease costs 100 100 200 200
Cost of revenue | Finance Lease        
Lessee, Lease, Description [Line Items]        
Variable lease costs 900 1,000 1,800 1,800
Selling, general and administrative expenses        
Lessee, Lease, Description [Line Items]        
Operating lease cost 612 631 1,257 1,335
Selling, general and administrative expenses | Operating Lease        
Lessee, Lease, Description [Line Items]        
Variable lease costs $ 100 $ 100 $ 200 $ 200
v3.23.2
Leases - Future Minimum Lease Commitment (Details) - USD ($)
$ in Thousands
Jun. 30, 2023
Dec. 31, 2022
Finance Lease Obligations    
Remainder of 2023 $ 1,754  
2024 2,981  
2025 2,450  
2026 1,933  
2027 1,038  
Thereafter 14,302  
Total minimum lease payments 24,458  
Financing Component (3) (12,145)  
Net present value of minimum lease payments 12,312  
Less: current portion of finance and operating lease obligations (2,431) $ (2,135)
Long-term finance and operating lease obligations 9,881 8,170
Operating Lease Obligations    
Remainder of 2023 2,258  
2024 3,885  
2025 3,378  
2026 3,265  
2027 2,382  
Thereafter 6,109  
Total minimum lease payments 21,277  
Financing Component (3,165)  
Net present value of minimum lease payments 18,111  
Less: current portion of finance and operating lease obligations (3,598) (3,562)
Long-term finance and operating lease obligations 14,513 15,643
Sublease Receipts    
Remainder of 2023 448  
2024 912  
2025 939  
2026 967  
2027 326  
Thereafter 0  
Total minimum lease payments 3,593  
Non-Related Party    
Operating Lease Obligations    
Remainder of 2023 2,033  
2024 3,435  
2025 2,928  
2026 2,815  
2027 1,842  
Thereafter 1,834  
Total minimum lease payments 14,887  
Financing Component (1,686)  
Net present value of minimum lease payments 13,200  
Less: current portion of finance and operating lease obligations (3,352)  
Long-term finance and operating lease obligations 9,848  
Related Party    
Operating Lease Obligations    
Remainder of 2023 225  
2024 450  
2025 450  
2026 450  
2027 540  
Thereafter 4,275  
Total minimum lease payments 6,390  
Financing Component (1,479)  
Net present value of minimum lease payments 4,911  
Less: current portion of finance and operating lease obligations (246)  
Long-term finance and operating lease obligations 4,665  
Vehicles    
Finance Lease Obligations    
Remainder of 2023 1,501  
2024 2,466  
2025 1,922  
2026 1,391  
2027 483  
Thereafter 0  
Total minimum lease payments 7,763  
Financing Component (3) (802)  
Net present value of minimum lease payments 6,961 4,954
Less: current portion of finance and operating lease obligations (2,431)  
Long-term finance and operating lease obligations 4,530  
Pontiac Facility    
Finance Lease Obligations    
Remainder of 2023 253  
2024 515  
2025 528  
2026 542  
2027 555  
Thereafter 14,302  
Total minimum lease payments 16,695  
Financing Component (3) (11,343)  
Net present value of minimum lease payments 5,351 $ 5,351
Less: current portion of finance and operating lease obligations 0  
Long-term finance and operating lease obligations $ 5,351  
v3.23.2
Leases - Summary of Lease Terms and Discount Rates (Details)
Sep. 29, 2022
Jun. 30, 2023
Dec. 31, 2022
Weighted average lease term (in years):      
Operating   6 years 8 months 4 days 6 years 11 months 23 days
Finance   3 years 2 months 4 days 2 years 8 months 23 days
Weighted average discount rate:      
Operating   4.88% 4.76%
Finance   6.40% 5.06%
Lease agreement, term 25 years    
Discount rate 11.11%    
v3.23.2
Leases - Supplemental Cash Flow Information (Details) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Leases [Abstract]    
Operating cash flows from operating leases $ 2,294 $ 2,619
Operating cash flows from finance leases 152 132
Financing cash flows from finance leases 1,302 1,358
Operating leases 742 0
Finance leases 3,392 1,968
Right-of-use assets disposed or adjusted modifying operating leases liabilities 0 1,276
Right-of-use assets disposed or adjusted modifying finance leases liabilities $ 30 $ 77
v3.23.2
Commitments and Contingencies - Narrative (Details) - USD ($)
$ in Thousands
4 Months Ended 6 Months Ended
Jan. 23, 2020
Apr. 30, 2023
Jun. 30, 2023
Dec. 31, 2022
Loss Contingencies [Line Items]        
Loss estimated contingency       $ 2,200
Payment to acquire workers' compensation and general liability insurance     $ 250  
Malpractice insurance, annual coverage limit     4,400  
Surety Bond        
Loss Contingencies [Line Items]        
Debt outstanding     $ 117,500  
Bernards Bros vs. Limbach Holdings, Inc.        
Loss Contingencies [Line Items]        
Issued an Amended Statement of Decision awarding   $ 2,200    
Bernards Bros vs. Limbach Holdings, Inc. | Pending Litigation        
Loss Contingencies [Line Items]        
Loss contingency, damages sought, value $ 3,000      
v3.23.2
Commitments and Contingencies - Schedule of Components of Self-Insurance (Details) - USD ($)
$ in Thousands
Jun. 30, 2023
Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]    
Current liability — workers’ compensation and general liability $ 67 $ 158
Current liability — medical and dental 433 557
Non-current liability 502 343
Total liability 1,002 1,058
Restricted cash $ 65 $ 113
v3.23.2
Management Incentive Plans - Narrative (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Recognized stock-based compensation $ 1,100 $ 600 $ 2,234 $ 1,174
2021 Amended And Restated Omnibus Incentive Plan        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Common stock, capital shares reserved for future issuance (in shares) 3,050,000   3,050,000  
RSUs        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Share-based compensation arrangement by share-based payment award, vesting period     3 years  
Recognized stock-based compensation $ 300 400 $ 700 700
RSUs | Director        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Share-based compensation arrangement by share-based payment award, vesting period     1 year  
PRSUs        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Share-based compensation arrangement by share-based payment award, vesting period     3 years  
Recognized stock-based compensation 800 $ 200 $ 1,500 400
PRSUs | Minimum        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Percentage of shares to be issued under grant     0.00%  
PRSUs | Maximum        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Percentage of shares to be issued under grant     150.00%  
Market-Based RSUs        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Performance target, price per share (in dollars per share)     $ 18.00  
Number of consecutive trading days within performance period to meet target share price     80 days  
Performance period     3 years  
MRSUs        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Unrecognized share-based costs 200   $ 200  
Weighted average period to recognize share-based costs     1 year 3 months 3 days  
RSUs        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Unrecognized share-based costs $ 4,400   $ 4,400  
Weighted average period to recognize share-based costs     1 year 9 months 29 days  
Fair value of awards vested     $ 3,400 $ 1,100
v3.23.2
Management Incentive Plans - RSUs Activity (Details) - RSUs
6 Months Ended
Jun. 30, 2023
$ / shares
shares
Awards  
Unvested at December 31, 2022 (in shares) | shares 280,275
Granted (in shares) | shares 162,369
Vested (in shares) | shares (163,354)
Forfeited (in shares) | shares (42,131)
Unvested at March 31, 20223 (in shares) | shares 237,159
Weighted-Average Grant Date Fair Value  
Unvested at December 31, 2022 (usd per share) | $ / shares $ 9.06
Granted (usd per share) | $ / shares 11.77
Vested (usd per share) | $ / shares 8.58
Forfeited (usd per share) | $ / shares 10.63
Unvested at March 31, 2023 (usd per share) | $ / shares $ 10.97
v3.23.2
Management Incentive Plans - PRSUs Activity (Details) - PRSUs - $ / shares
3 Months Ended 6 Months Ended
Mar. 31, 2023
Jun. 30, 2023
Awards    
Unvested at December 31, 2022 (in shares) 497,940 497,940
Granted (in shares)   285,005
Performance factor adjustment (in shares) 32,327 32,327
Vested (in shares)   (121,827)
Forfeited (in shares)   (116,911)
Unvested at March 31, 20223 (in shares)   576,534
Weighted-Average Grant Date Fair Value    
Unvested at December 31, 2022 (usd per share) $ 8.32 $ 8.32
Granted (usd per share)   12.60
Performance factor adjustment (usd per share)   4.29
Vested (usd per share)   4.29
Forfeited (usd per share)   9.81
Unvested at March 31, 2023 (usd per share)   $ 10.75
Performance factor (percent) 136.13%  
Pre-defined metric target, (percent) 100.00%  
v3.23.2
Subsequent Events (Details) - ACME Industrial piping LLC - Subsequent Event
$ in Millions
Jul. 03, 2023
USD ($)
Subsequent Event [Line Items]  
Closing purchase price $ 5.0
Earnout payments $ 2.5
Earnout Period 2 years

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