Limbach Holdings Inc.
11/03/2026 | Press release | Distributed by Public on 11/03/2026 15:36
Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)
Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with the condensed consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause actual results to differ materially from our management's expectations. See "Cautionary Note Regarding Forward-Looking Statements" contained above in this Quarterly Report on Form 10-Q. The Company assumes no obligation to update any of these forward-looking statements, unless required to do so by applicable law.
Unless the context otherwise requires, a reference to a "Note" herein refers to the accompanying Notes to Condensed Consolidated Financial Statements (Unaudited) contained in Part I, "Item 1. Financial Statements."
Overview
The Company is a building systems solutions firm that designs, delivers, and maintains mechanical (heating, ventilation, and air conditioning), electrical, plumbing, and controls ("MEPC") systems. The Company partners with building owners and operators of mission-critical facilities across healthcare, industrial and manufacturing, data centers, life sciences, higher education, and cultural and entertainment markets. As of September 30, 2026, the Company had approximately 2,100 team members across 23 offices throughout the Eastern and Midwestern regions of the United States. The Company strives to be an indispensable partner by combining its national capabilities with strong local execution and talent to deliver proactive, safe, and reliable solutions for complex facilities. Operating on a connected platform, the Company integrates engineering expertise with field execution to provide customized MEPC infrastructure solutions that address both operational and capital project needs, optimizing performance, enhancing reliability, and ensuring long-term safety.
The Company's core market sectors consist of the following customer base with mission-critical systems:
•Healthcare, including research, acute care and inpatient hospitals for regional and national hospital groups;
•Industrial and manufacturing, including automotive, energy and general manufacturing plants;
•Data centers, including facilities composed of networked computers, storage systems and computing infrastructure that organizations use to assemble, process, store and disseminate large amounts of data;
•Life sciences, including organizations and companies whose work is centered around research and development focused on living organisms and biological systems;
•Higher education, including both public and private colleges, universities and research centers; and
•Cultural and entertainment, including entertainment facilities (including casinos) and amusement rides and parks.
The Company operates in two segments, (i) ODR, in which the Company performs owner direct projects and/or provides maintenance or service primarily on MEPC systems, and specialty contracting projects to existing buildings direct to, or assigned by, building owners or operators, and (ii) GCR, in which the Company generally manages new construction or renovation projects that involve primarily MEPC systems awarded to the Company by general contractors or construction managers. The Company's work is primarily performed under fixed-price, modified fixed-price, and time and materials contracts over periods of typically less than two years.
Key Components of Condensed Consolidated Statements of Operations
Revenue
The Company's revenue is primarily derived from construction-type and services contracts to deliver MEPC systems services to its customers. Such work is primarily performed under fixed-price, modified fixed-price, and time and materials contracts over periods of typically less than two years.
Construction-type contract revenue is primarily derived from fixed-price and modified fixed-price contracts. For the majority of these contracts, the Company's performance obligations are satisfied over time because the customer controls the asset as it is created or enhanced or because the Company's performance does not create an asset with an alternative use and the Company has an enforceable right to payment for performance completed to date. For contracts satisfied over time, the Company recognizes revenue using an input method based on costs incurred relative to total estimated costs at completion (the cost-to-cost method), which management believes depicts the transfer of control of services to the customer. The Company believes its extensive experience with MEPC systems projects, together with its internal cost estimation and review processes, enables it to reasonably estimate contract costs and mitigate the risk of cost overruns.
With respect to service contracts, the Company's service arrangements generally include (i) fixed-price service contracts, typically for maintenance, repair and retrofit work over a period, commonly one year, and (ii) time and materials or similar service work performed on an as-needed basis. Revenue from fixed-price service contracts is generally recognized over time on a systematic basis that depicts performance over the contract term, which is typically on a straight-line basis when services are provided evenly over the contract period. Revenue derived from time and materials and other service work is recognized when the services are performed.
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.
Cost of Revenue
Cost of revenue primarily consists of labor, equipment, material, subcontract and other job costs in connection with fulfilling the terms of the Company's contracts. Labor costs consist of wages plus taxes, fringe benefits and insurance. Equipment costs consist of the ownership and operating costs of company-owned assets, in addition to outside-rented equipment. If applicable, job costs include estimated contract losses to be incurred in future periods. Due to the varied nature of the Company's services, and the risks associated therewith, contract costs as a percentage of contract revenue have historically fluctuated, and this fluctuation is expected to continue in future periods as well.
Selling, General and Administrative
Selling, general and administrative ("SG&A") expenses consist primarily of personnel costs for the Company's administrative, estimating, human resources, safety, information technology, legal, finance and accounting team members and executives. Also included in SG&A expenses are non-personnel costs, such as travel-related expenses, legal and other professional fees and other corporate expenses to support the growth of the Company's business and to meet the compliance requirements associated with operating as a public company. Those costs include 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.
Acquisition-related Retention Expense and Contingent Consideration
As part of the acquisitions of Pioneer Power, CYMCOR and 1901, the Company implemented retention arrangements for certain key employees of the acquired businesses. Retention-related compensation is contingent on continued employment and is recognized as expense ratably over the respective required service periods.
Certain of the Company's prior acquisitions include contingent earnout arrangements in which the Company may be required to make additional payments contingent upon the acquired businesses achieving specified performance targets over specified periods. The change in fair value of contingent consideration relates to the remeasurement of the contingent consideration arrangements resulting from the acquisitions of each of ACME, Industrial Air, Kent Island, Consolidated Mechanical and 1901. The carrying values of the ACME, Industrial Air, Kent Island, Consolidated Mechanical and 1901 earnout payments are subject to remeasurement at fair value at each reporting date through the end of the respective earnout periods with any changes in the fair value reported as a separate component of operating income in the condensed consolidated statements of operations. See Note 8 - Fair Value Measurements in the accompanying notes to the Company's condensed consolidated financial statements for further information on the Company's contingent earnout arrangements.
Amortization of Intangibles
Amortization expense represents periodic non-cash charges that consist of amortization of various intangible assets primarily including customer relationships, backlog, trade name, trademarks and intellectual property, favorable leasehold interests, developed technology and non-compete agreements. Each of the Company's acquisition-related intangible assets was recorded under the acquisition method of accounting at their estimated fair values at the acquisition date. See Note 5 - Goodwill and Intangible Assets in the accompanying notes to the Company's condensed consolidated financial statements for further information on the Company's intangible assets.
Other (Expenses) Income
Other (expenses) income consists primarily of interest expense incurred in connection with the Company's indebtedness, gains and losses on dispositions of property and equipment, changes in the fair value of the Company's interest rate swap, a loss on early debt extinguishment and interest income earned on overnight repurchase agreements. 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 are paid at the parent level.
The Company's provision for income taxes (including federal, state and local income taxes) is calculated based on the estimated annual effective tax rate. The Company accounts for income taxes in accordance with Accounting Standards Update ("ASC") Topic 740 - Income Taxes, which requires an asset and liability approach. Under this approach, 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 amounts of existing assets and liabilities and their respective tax bases, using enacted tax rates expected to apply in the periods in which those temporary differences are expected to reverse. Changes in deferred tax assets and liabilities are included in the provision for income taxes.
Impact of Acquisitions
In order to provide a more meaningful discussion of period-over-period changes in the Company's operating results, the Company may discuss the impact of acquisitions on revenue, gross profit, selling, general and administrative expenses, and operating income. Because acquired businesses are included in the Company's results only from their respective acquisition dates, the size and timing of acquisitions may affect the comparability of period-over-period results. Accordingly, such comparisons may not be fully indicative of ongoing trends in the Company's operating performance.
On September 1, 2026, the Company completed the acquisition of Madison, Wisconsin-based mechanical contractor, 1901. 1901 is a union MEP contractor providing mechanical, electrical, plumbing, controls, design-build, construction, fabrication, service, maintenance, and underground utility solutions throughout Wisconsin and the Midwest. The acquisition further expands the Company's footprint in the core Midwest, strengthens its MEPC capabilities and increases its exposure across market verticals, including higher education, healthcare, and cultural facilities, while creating additional opportunities in data centers, advanced manufacturing, life sciences, and technology.
On August 4, 2026, the Company completed the acquisition of Frisco, Texas-based professional services firm, CYMCOR. CYMCOR is a professional services firm specializing in program management, commissioning oversight, and strategic consulting for hyperscale, colocation, enterprise, and mission-critical data center clients. CYMCOR partners directly with owners to plan, coordinate, and deliver complex projects throughout the facility lifecycle, building long-term relationships through a highly technical, service-oriented approach. The acquisition expands the Company's professional services platform and strengthens the Company's position within the rapidly growing data center market.
On July 1, 2025, the Company completed an acquisition of Woodbury, Minnesota-based mechanical contractor, Pioneer Power. Pioneer Power is a provider of industrial and institutional mechanical solutions serving healthcare, food, power/utility, oil refining and other select markets in the greater Twin Cities region of Minnesota and upper Midwest region. The acquisition further expanded the Company's footprint in the core Midwest region and extended its reach into new geographic markets in the upper Midwest.
See Note 3 - Acquisitions in the accompanying notes to the Company's condensed consolidated financial statements for further information.
Operating Segments
The Company manages and measures the performance of its business in two operating segments: ODR and GCR. Segment information is prepared on the same basis that is used by the Company's Chief Operating Decision Maker ("CODM") to assess performance and allocate resources. The Company's CODM is comprised of its President and Chief Executive Officer and Executive Vice President and Chief Financial Officer. The Company's CODM evaluates segment performance and makes resource allocation decisions primarily based on gross profit. Gross profit is a key measure used by the CODM in the annual budgeting and forecasting process, as well as in periodic reviews of actual operating results compared to planned performance. The CODM uses the Company's gross profit measure to assess the operating performance of its reportable segments, establish business priorities, and make decisions regarding the allocation of capital and other resources among those segments.
In accordance with ASC Topic 280 - Segment Reporting, the Company has elected to aggregate all of the ODR work performed at its branches into one ODR reportable segment and all of the GCR work performed at its branches into one GCR reportable segment. All transactions between segments are eliminated in consolidation.
Comparison of Results of Operations for the three months ended September 30, 2026 and 2025
The following table presents operating results for the three months ended September 30, 2026 and 2025 in dollars and expressed as a percentage of total revenue (except as indicated below), as compared below:
| Three Months Ended September 30, | |||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||
| (in thousands except for percentages) | |||||||||||||||||||||||||||||
| Statement of Operations Data: | |||||||||||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||||||||
| ODR | $ | 150,650 | 65.4 | % | $ | 141,382 | 76.6 | % | |||||||||||||||||||||
| GCR | 79,810 | 34.6 | % | 43,201 | 23.4 | % | |||||||||||||||||||||||
| Total revenue | 230,460 | 100.0 | % | 184,583 | 100.0 | % | |||||||||||||||||||||||
| Cost of revenue: | |||||||||||||||||||||||||||||
| ODR | 112,441 | 74.6 | % |
(1)
|
105,703 | 74.8 | % |
(1)
|
|||||||||||||||||||||
| GCR | 64,179 | 80.4 | % |
(2)
|
34,195 | 79.2 | % |
(2)
|
|||||||||||||||||||||
| Total cost of revenue | 176,620 | 76.6 | % | 139,898 | 75.8 | % | |||||||||||||||||||||||
| Gross profit: | |||||||||||||||||||||||||||||
| ODR | 38,209 | 25.4 | % |
(1)
|
35,679 | 25.2 | % |
(1)
|
|||||||||||||||||||||
| GCR | 15,631 | 19.6 | % |
(2)
|
9,006 | 20.8 | % |
(2)
|
|||||||||||||||||||||
| Total gross profit | 53,840 | 23.4 | % | 44,685 | 24.2 | % | |||||||||||||||||||||||
|
Selling, general and administrative(3)
|
34,591 | 15.0 | % | 28,330 | 15.3 | % | |||||||||||||||||||||||
| Acquisition-related retention expense and contingent consideration | 571 | 0.2 | % | 610 | 0.3 | % | |||||||||||||||||||||||
| Amortization of intangibles | 3,615 | 1.6 | % | 2,400 | 1.3 | % | |||||||||||||||||||||||
| Total operating income | 15,063 | 6.5 | % | 13,345 | 7.2 | % | |||||||||||||||||||||||
| Other expense | (1,274) | (0.6) | % | (790) | (0.4) | % | |||||||||||||||||||||||
| Total income before income taxes | 13,789 | 6.0 | % | 12,555 | 6.8 | % | |||||||||||||||||||||||
| Income tax expense | 4,339 | 1.9 | % | 3,767 | 2.0 | % | |||||||||||||||||||||||
| Net income | $ | 9,450 | 4.1 | % | $ | 8,788 | 4.8 | % | |||||||||||||||||||||
(1)As a percentage of ODR revenue.
(2)As a percentage of GCR revenue.
(3)Included within selling, general and administrative expenses was $1.6 million and $1.9 million of non-cash stock-based compensation expense for the three months ended September 30, 2026 and 2025, respectively.
Revenue
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2026 | 2025 | Increase/(Decrease) | |||||||||||||||||||||
| (in thousands except for percentages) | |||||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||
| ODR | $ | 150,650 | $ | 141,382 | $ | 9,268 | 6.6 | % | |||||||||||||||
| GCR | 79,810 | 43,201 | 36,609 | 84.7 | % | ||||||||||||||||||
| Total revenue | $ | 230,460 | $ | 184,583 | $ | 45,877 | 24.9 | % | |||||||||||||||
•Total revenue increased by $45.9 million, or 24.9%, during the three months ended September 30, 2026 compared to the three months ended September 30, 2025. Revenue generated from the Company's organic operations increased by
$26.6 million, or 14.4%. The Company's organic revenue growth during the third quarter was driven primarily by project commencements and execution within its existing backlog. The Company expects continued execution of its backlog, together with anticipated new bookings, to support further organic revenue growth during the remainder of 2026.
During the three months ended September 30, 2026, the acquisitions of 1901 and CYMCOR contributed $19.3 million of revenue in the aggregate. Acquisition-related revenue represents revenue generated by an acquired business during the twelve-month period following its acquisition date. Thereafter, the acquired business is included within the Company's organic operations and period-over-period changes are discussed on a combined basis.
•ODR revenue increased by $9.3 million, or 6.6%, primarily due to the acquisitions of 1901 and CYMCOR, as well as organic growth. These acquisitions contributed approximately $6.2 million of ODR revenue during the three months ended September 30, 2026, while the Company's ODR organic revenue increased approximately $3.1 million.
•GCR revenue increased by $36.6 million, or 84.7%, primarily due to a $23.5 million increase in GCR organic revenue, as well as an increase in GCR acquisition-related revenue of approximately $13.1 million attributable to the 1901 acquisition.
Gross Profit
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2026 | 2025 | Increase/(Decrease) | |||||||||||||||||||||
| (in thousands except for percentages) | |||||||||||||||||||||||
| Gross profit: | |||||||||||||||||||||||
| ODR | $ | 38,209 | $ | 35,679 | $ | 2,530 | 7.1 | % | |||||||||||||||
| GCR | 15,631 | 9,006 | 6,625 | 73.6 | % | ||||||||||||||||||
| Total gross profit | $ | 53,840 | $ | 44,685 | $ | 9,155 | 20.5 | % | |||||||||||||||
| Total gross profit as a percentage of total revenue | 23.4 | % | 24.2 | % | |||||||||||||||||||
•Total gross profit increased by $9.2 million primarily due to higher revenue. Gross margin percentage reflected the quarter's revenue mix, including a higher proportion of GCR revenue, which typically carries lower gross margins than ODR revenue. Segment gross margins also reflected the contribution from certain recently acquired businesses that currently operate at lower gross margin profiles than Limbach's historical levels. These businesses currently continue to perform in line with the Company's integration expectations, and management is implementing operational and pricing initiatives to improve profitability, with the goal of bringing their gross margins closer to the Company's historical averages over the next two to three years.
The Company recorded revisions in its contract estimates for certain ODR and GCR projects; however, the Company did not record any material gross profit write-ups or write-downs that had a net gross profit impact of $1.0 million or more during the three months ended September 30, 2026 and 2025.
Selling, General and Administrative ("SG&A")
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2026 | 2025 | Increase/(Decrease) | |||||||||||||||||||||
| (in thousands except for percentages) | |||||||||||||||||||||||
| Selling, general and administrative | $ | 34,591 | $ | 28,330 | $ | 6,261 | 22.1 | % | |||||||||||||||
| Total selling, general and administrative as a percentage of total revenue | 15.0 | % | 15.3 | % | |||||||||||||||||||
•SG&A expense increased $6.3 million, or 22.1%, which included approximately $1.2 million of aggregate SG&A expenses associated with the 1901 and CYMCOR acquisitions. Acquisition-related SG&A represents SG&A expenses incurred by an acquired business during the twelve-month period following its respective acquisition date. After such period, the results of acquired businesses are included within the Company's organic operations, and period-over-period changes are discussed on a combined basis. The increase in organic SG&A expense was approximately $5.1
million, primarily driven by a $2.8 million increase in professional services expense due to the 1901 and CYMCOR acquisitions and a $2.7 million increase in payroll-related expenses, partially offset by a $0.4 million decrease in stock-based compensation expense.
•As a percentage of revenue, SG&A expense decreased to 15.0% from 15.3% in the prior-year period.
Acquisition-Related Retention Expense and Contingent Consideration
Acquisition-related retention and contingent consideration expenses were $0.6 million for both the three months ended September 30, 2026 and 2025, respectively. For the three months ended September 30, 2026 and 2025, these expenses included approximately $0.4 million and $0.3 million, respectively, of aggregate acquisition-related retention expense associated with the Pioneer Power, 1901 and CYMCOR acquisitions. In connection with these acquisitions, the Company entered into retention agreements with certain key employees of the acquired businesses. Retention-related compensation is contingent on continued employment and is recognized as expense ratably over the respective required service periods.
The Company also recognized a $0.2 million increase in the fair value of contingent consideration during the three months ended September 30, 2026, compared to a $0.3 million increase during the three months ended September 30, 2025. Changes in the fair value of contingent consideration represent non-cash expenses and were primarily attributable to updates in the estimated probability of achieving the gross profit targets underlying the related earnout arrangements.
See Note 8 - Fair Value Measurements in the accompanying notes to the Company's condensed consolidated financial statements for further information on the Company's earnout arrangements.
Amortization of Intangibles
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2026 | 2025 | Increase/(Decrease) | |||||||||||||||||||||
| (in thousands except for percentages) | |||||||||||||||||||||||
| Amortization of intangibles | $ | 3,615 | $ | 2,400 | $ | 1,215 | 50.6 | % | |||||||||||||||
•Amortization of intangibles increased period-over-period primarily due to amortization expense associated with intangible assets recognized in connection with the CYMCOR and 1901 acquisitions, which was incurred only in the current-year period.
See Note 5 - Goodwill and Intangibles in the accompanying notes to the Company's condensed consolidated financial statements for further information on the Company's intangible assets.
Other (Expenses) Income
| Three Months Ended September 30, | ||||||||||||||||||||||||||
| 2026 | 2025 | Change | ||||||||||||||||||||||||
| (in thousands except for percentages) | ||||||||||||||||||||||||||
| Other (expenses) income: | ||||||||||||||||||||||||||
| Interest expense | $ | (1,243) | $ | (1,223) | $ | (20) | 1.6 | % | ||||||||||||||||||
| Interest income | 96 | 88 | 8 | 9.1 | % | |||||||||||||||||||||
| Gain on disposition of property and equipment | 129 | 367 | (238) | (64.9) | % | |||||||||||||||||||||
| Loss on change in fair value of interest rate swap | (6) | (22) | 16 | 72.7 | % | |||||||||||||||||||||
| Loss on early debt extinguishment | (250) | - | (250) | (100.0) | % | |||||||||||||||||||||
| Total other expenses | $ | (1,274) | $ | (790) | $ | (484) | 61.3 | % | ||||||||||||||||||
•Interest expense, interest income and the loss on change in fair value of the interest rate swap remained relatively consistent with the prior-year period. Gain on disposition of property and equipment decreased $0.2 million, reflecting normal fluctuations in asset disposal activity.
Income Taxes
The Company recorded an income tax provision of $4.3 million for the three months ended September 30, 2026 compared to $3.8 million for the three months ended September 30, 2025. The effective tax rate was 31.5% and 30.0% for the three months
ended September 30, 2026 and 2025, respectively. The difference between the U.S. federal statutory tax rate and the Company's effective tax rate period-over-period was primarily due to state income taxes, tax credits, other permanent adjustments and discrete tax items. See Note 10 - Income Taxes in the accompanying notes to the Company's condensed consolidated financial statements for additional information.
Comparison of Results of Operations for the nine months ended September 30, 2026 and 2025
The following table presents operating results for the nine months ended September 30, 2026 and 2025 in dollars and expressed as a percentage of total revenue (except as indicated below), as compared below:
| Nine Months Ended September 30, | |||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||
| (in thousands except for percentages) | |||||||||||||||||||||||||||||
| Statement of Operations Data: | |||||||||||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||||||||
| ODR | $ | 378,875 | 69.8 | % | $ | 340,723 | 74.1 | % | |||||||||||||||||||||
| GCR | 163,901 | 30.2 | % | 119,209 | 25.9 | % | |||||||||||||||||||||||
| Total revenue | 542,776 | 100.0 | % | 459,932 | 100.0 | % | |||||||||||||||||||||||
| Cost of revenue: | |||||||||||||||||||||||||||||
| ODR | 286,922 | 75.7 | % |
(1)
|
247,294 | 72.6 | % |
(1)
|
|||||||||||||||||||||
| GCR | 133,551 | 81.5 | % |
(2)
|
91,408 | 76.7 | % |
(2)
|
|||||||||||||||||||||
| Total cost of revenue | 420,473 | 77.5 | % | 338,702 | 73.6 | % | |||||||||||||||||||||||
| Gross profit: | |||||||||||||||||||||||||||||
| ODR | 91,953 | 24.3 | % |
(1)
|
93,429 | 27.4 | % |
(1)
|
|||||||||||||||||||||
| GCR | 30,350 | 18.5 | % |
(2)
|
27,801 | 23.3 | % |
(2)
|
|||||||||||||||||||||
| Total gross profit | 122,303 | 22.5 | % | 121,230 | 26.4 | % | |||||||||||||||||||||||
|
Selling, general and administrative(3)
|
90,821 | 16.7 | % | 81,480 | 17.7 | % | |||||||||||||||||||||||
| Acquisition-related retention expense and contingent consideration | 950 | 0.2 | % | 1,832 | 0.4 | % | |||||||||||||||||||||||
| Amortization of intangibles | 7,084 | 1.3 | % | 6,020 | 1.3 | % | |||||||||||||||||||||||
| Total operating income | 23,448 | 4.3 | % | 31,898 | 6.9 | % | |||||||||||||||||||||||
| Other expense | (2,353) | (0.4) | % | (588) | (0.1) | % | |||||||||||||||||||||||
| Total income before income taxes | 21,095 | 3.9 | % | 31,310 | 6.8 | % | |||||||||||||||||||||||
| Income tax expense | 2,518 | 0.5 | % | 4,546 | 1.0 | % | |||||||||||||||||||||||
| Net income | $ | 18,577 | 3.4 | % | $ | 26,764 | 5.8 | % | |||||||||||||||||||||
(1)As a percentage of ODR revenue.
(2)As a percentage of GCR revenue.
(3)Included within selling, general and administrative expenses was $5.5 million and $5.2 million of non-cash stock-based compensation expense for the nine months ended September 30, 2026 and 2025, respectively.
Revenue
| Nine Months Ended September 30, | |||||||||||||||||||||||
| 2026 | 2025 | Increase/(Decrease) | |||||||||||||||||||||
| (in thousands except for percentages) | |||||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||
| ODR | $ | 378,875 | $ | 340,723 | $ | 38,152 | 11.2 | % | |||||||||||||||
| GCR | 163,901 | 119,209 | 44,692 | 37.5 | % | ||||||||||||||||||
| Total revenue | $ | 542,776 | $ | 459,932 | $ | 82,844 | 18.0 | % | |||||||||||||||
•Total revenue increased by $82.8 million, or 18.0%, primarily due to the acquisitions of Pioneer Power, 1901 and CYMCOR, which collectively contributed $73.8 million during the nine months ended September 30, 2026. Acquisition-related revenue represents revenue generated by an acquired business during the twelve-month period following its acquisition date. Thereafter, the acquired business is included within the Company's organic operations and period-over-period changes are discussed on a combined basis. For the nine months ended September 30, 2026, acquisition-related revenue included Pioneer Power's revenue from January 1, 2026 through June 30, 2026, and revenue from 1901 and CYMCOR from their respective acquisition dates through September 30, 2026.
Revenue generated from the Company's organic operations increased by $9.1 million for the nine months ended September 30, 2026. The Company's organic revenue growth was driven by project commencements and execution within its existing backlog. The Company expects to continue executing on its existing backlog, together with new bookings, to support further organic revenue growth during the remainder of 2026.
•ODR revenue increased by $38.2 million, or 11.2%, primarily due to the acquisitions of Pioneer Power, 1901 and CYMCOR, which collectively contributed approximately $43.7 million of ODR revenue during the nine months ended September 30, 2026. The Company's organic ODR revenue decreased approximately $5.5 million.
•GCR revenue increased by $44.7 million, or 37.5% primarily due to $30.1 million of acquisition-related revenue attributable to the Pioneer Power and 1901 acquisitions, as well as a $14.6 million increase in organic GCR revenue.
Gross Profit
| Nine Months Ended September 30, | |||||||||||||||||||||||
| 2026 | 2025 | Increase/(Decrease) | |||||||||||||||||||||
| (in thousands except for percentages) | |||||||||||||||||||||||
| Gross profit: | |||||||||||||||||||||||
| ODR | $ | 91,953 | $ | 93,429 | $ | (1,476) | (1.6) | % | |||||||||||||||
| GCR | 30,350 | 27,801 | 2,549 | 9.2 | % | ||||||||||||||||||
| Total gross profit | $ | 122,303 | $ | 121,230 | $ | 1,073 | 0.9 | % | |||||||||||||||
| Total gross profit as a percentage of total revenue | 22.5 | % | 26.4 | % | |||||||||||||||||||
•Total gross profit increased by $1.1 million, or 0.9%, primarily due to increased revenue despite a decline in gross profit margin, reflecting a greater proportion of period-over-period GCR revenue, which typically generates lower gross margins than ODR revenue. Segment gross margins also remained below historical levels due in part to the inclusion of certain acquired businesses with historically lower gross margin profiles. These businesses continue to perform in line with the Company's integration expectations, and management is implementing operational and pricing initiatives to improve profitability, with the goal of bringing their gross margins closer to the Company's historical averages over the next two to three years.
•Gross profit margin was also impacted by lower net project write-ups compared to the prior year period and competition for skilled labor and materials associated with construction activity in data center markets. The Company currently expects gross profit margins to improve during the remainder of 2026; nevertheless they are expected to remain below the levels achieved during the comparable periods of 2025.
The Company recorded revisions in its contract estimates for certain ODR and GCR projects; however, the Company did not record any material gross profit write-ups or write-downs that had a net gross profit impact of $1.0 million or more during the nine months ended September 30, 2026 and 2025.
Selling, General and Administrative
| Nine Months Ended September 30, | |||||||||||||||||||||||
| 2026 | 2025 | Increase/(Decrease) | |||||||||||||||||||||
| (in thousands except for percentages) | |||||||||||||||||||||||
| Selling, general and administrative | $ | 90,821 | $ | 81,480 | $ | 9,341 | 11.5 | % | |||||||||||||||
| Total selling, general and administrative as a percentage of total revenue | 16.7 | % | 17.7 | % | |||||||||||||||||||
•SG&A expense increased $9.3 million, or 11.5%, which included approximately $2.9 million of aggregate SG&A expenses associated with the Pioneer Power, 1901 and CYMCOR acquisitions. Acquisition-related SG&A represents SG&A expenses incurred by an acquired business during the twelve-month period following its respective acquisition date. After such period, the results of acquired businesses are included within the Company's organic operations, and period-over-period changes are discussed on a combined basis. The increase in organic SG&A expense was approximately $6.4 million, primarily due to a $4.0 million increase in payroll-related expense and a $2.0 million increase in professional services expense due to the 1901 and CYMCOR acquisitions. The remaining increase was due to various items, none of which was individually material.
•As a percentage of revenue, SG&A expense decreased to 16.7% from 17.7% in the prior-year period.
Acquisition-Related Retention Expense and Contingent Consideration
Acquisition-related retention and contingent consideration expenses were $0.9 million and $1.8 million for the nine months ended September 30, 2026 and 2025, respectively. Such expenses included approximately $0.6 million and $0.3 million, respectively, of aggregate acquisition-related retention expense associated with the Pioneer Power, 1901 and CYMCOR acquisitions. In connection with these acquisitions, the Company entered into retention agreements with certain key employees of the acquired businesses. Retention-related compensation is contingent on continued employment and is recognized as expense ratably over the respective required service periods.
In addition, the Company recognized a $0.3 million increase in the fair value of contingent consideration during the nine months ended September 30, 2026, compared to a $1.5 million increase during the nine months ended September 30, 2025. Changes in the fair value of contingent consideration represent non-cash expenses and were primarily attributable to updates to the estimated probability of achieving the gross profit targets underlying the related earnout arrangements.
See Note 8 - Fair Value Measurements in the accompanying notes to the Company's condensed consolidated financial statements for further information on the Company's earnout arrangements.
Amortization of Intangibles
| Nine Months Ended September 30, | |||||||||||||||||||||||
| 2026 | 2025 | Increase/(Decrease) | |||||||||||||||||||||
| (in thousands except for percentages) | |||||||||||||||||||||||
| Amortization of intangibles | $ | 7,084 | $ | 6,020 | $ | 1,064 | 17.7 | % | |||||||||||||||
•Amortization of intangible assets increased period over period, primarily due to amortization expense associated with intangible assets recognized in connection with the CYMCOR and 1901 acquisitions completed in the third quarter of 2026, as well as the Pioneer Power acquisition completed in the third quarter of 2025.
See Note 5 - Goodwill and Intangibles in the accompanying notes to the Company's condensed consolidated financial statements for further information on the Company's intangible assets.
Other (Expenses) Income
| Nine Months Ended September 30, | ||||||||||||||||||||||||||
| 2026 | 2025 | Change | ||||||||||||||||||||||||
| (in thousands except for percentages) | ||||||||||||||||||||||||||
| Other (expenses) income: | ||||||||||||||||||||||||||
| Interest expense | $ | (2,717) | $ | (2,312) | $ | (405) | 17.5 | % | ||||||||||||||||||
| Interest income | 112 | 792 | (680) | (85.9) | % | |||||||||||||||||||||
| Gain on disposition of property and equipment | 448 | 1,107 | (659) | (59.5) | % | |||||||||||||||||||||
| Gain (loss) on change in fair value of interest rate swap | 54 | (175) | 229 | 130.9 | % | |||||||||||||||||||||
| Loss on early debt extinguishment | (250) | - | (250) | (100.0) | % | |||||||||||||||||||||
| Total other expenses | $ | (2,353) | $ | (588) | $ | (1,765) | 300.2 | % | ||||||||||||||||||
•Interest expense increased $0.4 million in the period-to-period comparison primarily due to higher average borrowings under the Company's credit facility and increased financing costs associated with a larger vehicle fleet compared to the prior-year period.
•Interest income decreased $0.7 million primarily due to lower average cash and cash equivalent balances and reduced yields on invested balances compared to the prior-year period.
•Gain on disposition of property and equipment decreased $0.7 million, reflecting normal fluctuations in asset disposal activity.
•The Company also recognized a $0.3 million loss on early debt extinguishment, reflecting the write-off of unamortized debt issuance costs and other fees associated with the termination of its former credit facility with Wintrust, compared to no such loss in the prior-year period. See Note 6 - Debt in the accompanying notes to the Company's condensed consolidated financial statements for additional information.
Income Taxes
The Company recorded an income tax provision of $2.5 million for the nine months ended September 30, 2026 compared to $4.5 million for the nine months ended September 30, 2025. The effective tax rate was 11.9% and 14.5% for the nine months ended September 30, 2026 and 2025, respectively. The Company's effective tax rate differed from the U.S. federal statutory tax rate in each period primarily due to state income taxes, federal tax credits, other permanent items and discrete excess tax benefits related to RSU vesting activity recognized during the first quarter of each year. See Note 10 - Income Taxes in the accompanying notes to the Company's condensed consolidated financial statements for additional information.
ODR and GCR Backlog Information
The Company refers to its estimated revenue on uncompleted contracts, including the amount of revenue on contracts for which work has not begun, less the revenue previously 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. While backlog provides a measure of work expected to be performed in future periods, it is not necessarily a reliable indicator of future revenue or overall performance of the Company.
A substantial portion of the Company's contracts, particularly within its ODR operations, are short-cycle in nature and may be awarded and substantially completed within a short period following award. These projects typically have short lead times and rapid burn rates and, as a result, are generally not included in reported backlog. Consequently, fluctuations in reported backlog may not correlate with changes in overall market demand, revenue generation, or operational performance. Additional information related to the Company's remaining performance obligations is provided in Note 4 - Revenue from Contracts with Customers in the accompanying notes to its condensed consolidated financial statements.
The Company's ODR backlog was $313.4 million and $255.8 million as of September 30, 2026 and December 31, 2025, respectively. These amounts reflect unrecognized revenue expected to be recognized over the remaining terms of its construction-type and service contracts. Based on historical trends, the Company currently estimates that 44% of its ODR
backlog as of September 30, 2026 will be recognized as revenue over the remainder of 2026. The Company's ODR backlog increased due to its continued growth in the Company's ODR business and the acquisitions of CYMCOR and 1901, which collectively contributed $33.2 million to ODR backlog as of September 30, 2026.
The Company's GCR backlog was $366.1 million and $141.8 million as of September 30, 2026 and December 31, 2025, respectively. Projects are brought into backlog once the Company has been provided a written confirmation of award and the contract value has been established. At any point in time, the Company has a substantial volume of projects that are specifically identified and advanced in negotiations and/or documentation, however those projects are not booked as backlog until the Company has received written confirmation from the owner or the general contractor / construction manager of their intention to award 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 31% of its GCR backlog as of September 30, 2026 will be recognized as revenue over the remainder of 2026. Additionally, the increase in GCR backlog was attributable to new project awards and the acquisition of 1901, which contributed $75.3 million to GCR backlog as of September 30, 2026.
Market Update
The Company continuously monitors evolving macroeconomic conditions and heightened geopolitical risks. Economic and trade policy uncertainty has remained elevated in 2026. Trade tensions and changes in trade policy, including tariffs, global conflicts, labor disruptions, and evolving regulations may continue to contribute to inflationary pressures, supply chain disruptions, and pricing and lead-time volatility for certain materials and equipment. The Company continues to work closely with suppliers and subcontractors to mitigate potential shortages and manage supply and pricing volatility. The Company anticipates continued uncertainty with respect to inflation and other macroeconomic trends for the foreseeable future.
The Company continues to evaluate the extent to which these conditions may impact its business, financial condition, and results of operations. During periods of economic uncertainty, customers may delay or cancel large capital projects, including new construction or significant mechanical system upgrades. At the same time, demand for the Company's service, maintenance, and repair offerings may remain stable or increase as customers prioritize maintaining existing systems over capital-intensive replacements. Economic uncertainty may also result in increased competition and pricing pressure, which could adversely affect revenue and margins. The Company believes its diversified service offerings and customer base help reduce exposure to market volatility. While the Company believes its remaining performance obligations generally represent firm commitments, project timing may shift due to customer scheduling decisions or the availability and timing of critical equipment. Prolonged delays could result in customers seeking to defer, modify, or terminate existing or pending agreements. Any of these events could have a material adverse effect on the Company's business, financial condition, and results of operations.
The Company believes that certain of the markets in which it sources materials, equipment and, in certain instances, subcontracted services have experienced consolidation during 2026 and may continue to consolidate. Given this trend, the Company continues to actively manage its supplier and subcontractor relationships with the ultimate view and goal of providing high-quality services to its customers in an effort to be a leading building systems solutions firm.
Notwithstanding those active managerial efforts with that goal in mind, the Company understands that if it is not successful in these managerial efforts that increased consolidation among suppliers and/or subcontractors could over time impair its ability to deliver services efficiently, competitively price its offerings, or meet customer expectations.
Strategy
The Company is focused on creating value for building owners by developing long-term relationships and becoming an indispensable partner to building owners with mission-critical systems. The strategic initiatives undertaken over the past several years have strengthened the Company's operating platform and positioned it to shift its focus from business transformation and revenue mix improvement to disciplined growth.
Building on this foundation, the Company intends to expand its business while generating strong cash flow, enhancing the durability of its earnings and delivering attractive returns over time. The Company's strategy is centered on building enterprise scale through vertical market diversification, expanding its geographic reach and leveraging an integrated operating model
designed to strengthen its competitive advantages as the business grows. For additional information regarding the Company's prior strategic initiatives, see Part I, Item 1, "Business," in the Company's Annual Report on Form 10-K for the year ended December 31, 2025.
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 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 cyclicality, as the Company tends to see customer budgets being allocated in the first quarter of the year and an increased level of maintenance and capital project execution during the third and fourth calendar quarters of each year.
Effect of Inflation and Tariffs
The prices of key inputs used in the Company's projects and service operations, including steel, pipe, copper, and certain equipment and components, remain subject to volatility, including increases driven by inflation, tariffs, supply constraints, and price escalation. These factors can, at times, be material to the Company's results of operations and financial condition, particularly on fixed-price projects and where equipment lead times extend beyond procurement windows. During the nine months ended September 30, 2026, the Company continued to experience selective pricing pressure and extended lead times for certain materials and equipment, although such impacts were not material to its consolidated results of operations or financial condition.
Where appropriate, the Company seeks to mitigate these impacts by (i) incorporating cost escalation assumptions and/or escalation provisions into bids and proposals, (ii) limiting bid acceptance periods, (iii) procuring materials and equipment earlier in the project lifecycle, including through fixed-price purchase orders where feasible, and (iv) negotiating with suppliers and subcontractors to manage pricing and delivery terms. Despite these efforts, sustained inflationary pressures, supply chain disruptions, labor shortages, or rapid changes in tariff regimes could increase costs, reduce margins, and/or require the Company to defer or re-sequence projects, which could adversely affect the pace at which backlog converts to revenue.
The Company continues to monitor developments in U.S. trade policy, including tariffs imposed under Section 232 of the Trade Expansion Act of 1962 on imported steel, aluminum, and certain derivative products, as well as the potential for additional duties, exemptions, or retaliatory measures. These actions could increase costs, impact the availability and lead times of certain materials and components, and alter competitive dynamics. In the Company's ODR segment, which generally operates on shorter sales cycles, the Company can often adjust pricing to reflect cost increases; however, it may still be unable to recover all cost increases in a timely manner, particularly for fixed-price contracts and long-lead equipment orders. Accordingly, the Company cannot predict the ultimate impact of tariffs or other trade restrictions on its business, results of operations, or financial condition.
Liquidity and Capital Resources
Cash Flows
The Company's liquidity needs relate primarily to the provision of working capital (defined as current assets less current liabilities) to support operations, funding of capital expenditures, and investment in strategic opportunities. Historically, liquidity has been provided by operating activities and borrowings from commercial banks and institutional lenders.
The following table presents summary cash flow information for the periods indicated:
| Nine Months Ended September 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| (in thousands) | ||||||||||||||
| Net cash provided by (used in): | ||||||||||||||
| Operating activities | $ | 31,194 | $ | 17,571 | ||||||||||
| Investing activities | (96,873) | (67,905) | ||||||||||||
| Financing activities | 90,346 | 15,222 | ||||||||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | $ | 24,667 | $ | (35,112) | ||||||||||
| Noncash investing and financing transactions: | ||||||||||||||
| Earnout liability associated with 1901 Transaction | $ | 4,751 | $ | - | ||||||||||
| Estimated working capital adjustment due from sellers, 1901 Transaction | 3,298 | - | ||||||||||||
| Estimated working capital adjustment due to sellers, CYMCOR Transaction | (22) | - | ||||||||||||
| Kent Island Transaction, measurement period adjustment | - | (94) | ||||||||||||
| Right of use assets obtained in exchange for new operating lease liabilities | 3,526 | 2,317 | ||||||||||||
| Right of use assets obtained in exchange for new finance lease liabilities | 4,221 | 13,475 | ||||||||||||
| Right of use assets disposed or adjusted modifying operating lease liabilities | 419 | - | ||||||||||||
| Right of use assets disposed or adjusted modifying finance lease liabilities | 99 | - | ||||||||||||
| Interest paid | 2,268 | 2,327 | ||||||||||||
| Cash paid for income taxes | $ | 3,979 | $ | 4,663 | ||||||||||
The Company's cash flows are primarily impacted period to period by fluctuations in working capital. Factors such as the Company's contract mix, commercial terms, days sales outstanding ("DSO") and delays in the start of projects may impact its working capital. In line with industry practice, the Company accumulates costs during a given month and 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 semi-monthly, certain subcontractor costs are generally not paid until the Company receives payment from its customers (contractual "pay-if-paid" terms). The Company has not historically experienced a large volume of write-offs related to its receivables and contract assets. The Company regularly assesses its receivables for collectability and provides allowances for credit losses where appropriate. The Company believes that its reserves for its expected credit losses are appropriate as of September 30, 2026 and December 31, 2025, 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 backlog is projected to support a portion of forecasted revenue for one year from the date of the financial statement issuance. In addition to the Company's backlog, the Company has a substantial amount of contracts with short lead times that book-and-bill within the same reporting period and are not included in backlog. The Company's current cash balance, together with the cash it expects to generate from future operations along with borrowings available under its credit facility, are expected to be sufficient to finance its short- and long-term capital requirements (or meet working capital requirements) for at least the next twelve months. In addition to the future operating cash flows of the Company, along with its existing borrowing availability and access to financial markets, the Company currently believes it will be able to meet any working capital and future operating requirements, and capital investment forecast opportunities for at least the next twelve months.
The following table represents the Company's summarized working capital information:
| (in thousands, except ratios) | September 30, 2026 | December 31, 2025 | ||||||||||||
| Current assets | $ | 302,051 | $ | 195,049 | ||||||||||
| Current liabilities | (196,697) | (135,086) | ||||||||||||
| Net working capital | $ | 105,354 | $ | 59,963 | ||||||||||
|
Current ratio(1)
|
1.54 | 1.44 | ||||||||||||
(1) Current ratio is calculated by dividing current assets by current liabilities.
As discussed above and in Note 6 - Debt in the accompanying notes to the Company's condensed consolidated financial statements, as of September 30, 2026, the Company was in compliance with all financial maintenance covenants as required by its credit facility.
Cash Flows Provided by Operating Activities
The following is a summary of the significant sources (uses) of cash from operating activities:
| Nine Months Ended September 30, | |||||||||||||||||
|
(in thousands)
|
2026 | 2025 | Cash Inflow (outflow) | ||||||||||||||
| Cash flows from operating activities: | |||||||||||||||||
| Net income | $ | 18,577 | $ | 26,764 | $ | (8,187) | |||||||||||
|
Non-cash operating activities(1)(2)
|
26,768 | 24,058 | 2,710 | ||||||||||||||
| Changes in operating assets and liabilities: | |||||||||||||||||
| Accounts receivable | (15,107) | (4,743) | (10,364) | ||||||||||||||
|
Contract assets and contract liabilities, net(2)
|
2,448 | (14,794) | 17,242 | ||||||||||||||
| Other current assets | (2,561) | (3,565) | 1,004 | ||||||||||||||
| Other assets | 82 | - | 82 | ||||||||||||||
| Accounts payable, including retainage | 9,543 | (2,972) | 12,515 | ||||||||||||||
| Prepaid income taxes | (1,126) | (44) | (1,082) | ||||||||||||||
| Accrued taxes payable | (1,152) | (1,470) | 318 | ||||||||||||||
| Operating lease liabilities | (3,850) | (2,964) | (886) | ||||||||||||||
| Accrued expenses and other current liabilities | 1,762 | (1,695) | 3,457 | ||||||||||||||
| Payment of contingent consideration liability in excess of acquisition-date fair value | (3,404) | (711) | (2,693) | ||||||||||||||
| Other long-term liabilities | (786) | (293) | (493) | ||||||||||||||
| Cash used in working capital | (14,151) | (33,251) | 19,100 | ||||||||||||||
| Net cash provided by operating activities | $ | 31,194 | $ | 17,571 | $ | 13,623 | |||||||||||
(1)Represents non-cash activity associated with depreciation and amortization, provision for credit losses, non-cash stock-based compensation expense, operating lease expense, amortization of debt issuance costs, deferred income tax provision, gain or loss on sale of property and equipment, acquisition-related retention expense and contingent consideration, loss on early debt extinguishment and changes in the fair value of the Company's interest rate swap.
(2)Certain prior-period operating cash flow amounts have been reclassified to conform to the current-period presentation, including the net presentation of changes in contract assets and contract liabilities and the presentation of acquisition-related retention expense and contingent consideration. These reclassifications had no impact on net cash provided by operating activities.
The Company refined the presentation of contract-related balances within operating activities by presenting changes in contract assets and contract liabilities on a net basis, rather than as separate line items, to align with the presentation of net contract positions.
During the nine months ended September 30, 2026, the Company generated $31.2 million in cash from its operating activities, which consisted of non-cash adjustments of $26.8 million and net income of $18.6 million, partly offset by cash used in working capital of $14.2 million. During the nine months ended September 30, 2025, the Company generated $17.6 million in cash from its operating activities, which consisted of net income of $26.8 million and certain non-cash adjustments of $24.1 million, partly offset by cash used in working capital of $33.3 million.
The change in operating cash flows during the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 was primarily attributable to a $17.2 million favorable change in contract assets and contract liabilities, net, reflecting the timing of billings, collections and other working capital activity. In addition, there was a $12.5 million favorable change in accounts payable, including retainage, and a $3.5 million favorable change in accrued expenses and other current liabilities due to the timing of payments. These cash inflows were partially offset by a $10.4 million unfavorable change in accounts receivable due to the timing of cash collections, a $8.2 million decrease in net income and a $2.7 million unfavorable change due to increased acquisition-related earnout payments compared to the prior-year period.
Cash Flows Used in Investing Activities
Cash flows used in investing activities were $96.9 million and $67.9 million for the nine months ended September 30, 2026 and 2025, respectively. Cash used in investing activities for the nine months ended September 30, 2026 included cash outflows of $66.0 million and $29.9 million associated with the 1901 Transaction and CYMCOR Transaction, respectively, net of cash acquired, and $1.8 million related to the purchase of property and equipment, partially offset by $0.7 million in proceeds from the sale of property and equipment. Cash used in investing activities for the nine months ended September 30, 2025 included a cash outflow of $65.7 million associated with the Pioneer Power Transaction, net of cash acquired, and a cash outflow of $3.6 million related to the purchase of property and equipment, which was primarily associated with the purchase of certain rental equipment to expand customer offerings. These cash outflows were partially offset by $1.3 million in proceeds from the sale of property and equipment.
Aside from the rental equipment purchases in 2025, the majority of the Company's net cash used in purchases of property plant and equipment 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 Provided by Financing Activities
Cash flows provided by financing activities were $90.3 million for the nine months ended September 30, 2026 compared to $15.2 million for the nine months ended September 30, 2025. During the nine months ended September 30, 2026, the Company borrowed $229.6 million and repaid $239.6 million under the former Wintrust revolving credit facility. In September 2026, the Company entered into the PNC Credit Agreement, with initial borrowings of $75.0 million under the PNC Revolving Credit Facility and $50.0 million under the PNC Term Loan Facility. The Company also paid approximately $1.8 million in debt issuance costs associated with the PNC Credit Agreement. See Note 6 - Debt in the accompanying notes to the Company's condensed consolidated financial statements for additional information.
Other financing cash inflows included $5.9 million in proceeds from the sale of shares to satisfy employee tax withholding requirements and $0.6 million from employee contributions to the ESPP. Financing cash outflows included $12.0 million in tax payments related to the net share settlement of equity awards and $3.9 million in finance lease payments. Additionally, the Company made earnout payments of $3.5 million, $2.5 million and $0.9 million to the former owners of Industrial Air, Kent Island and Consolidated Mechanical, respectively, of which an aggregate of $3.5 million was classified as financing cash outflows.
During the nine months ended September 30, 2025, the Company borrowed $41.8 million under its revolving credit facility and recognized additional financing cash inflows of $6.3 million associated with the sale of shares to satisfy employee tax withholding requirements and $0.6 million from employee contributions under the ESPP. These financing cash inflows were partially offset by $17.3 million of repayments under the Company's revolving credit facility, $10.7 million in taxes paid related to the net share settlement of equity awards, $3.1 million of finance lease payments and a $3.0 million payment to the former owner of Industrial Air related to the First IA Earnout Period, of which $2.3 million was classified as a cash outflow from financing activities.
The following table reflects the Company's available funding capacity, subject to covenant restrictions, as of September 30, 2026:
| (in thousands) | ||||||||||||||
|
Cash & cash equivalents(1)
|
$ | 29,062 | ||||||||||||
| Credit agreement: | ||||||||||||||
|
PNC Revolving Credit Facility(2)
|
$ | 200,000 | ||||||||||||
|
Outstanding borrowings on the PNC Revolving Credit Facility(3)
|
(75,000) | |||||||||||||
|
PNC DDTL Facility(2)
|
50,000 | |||||||||||||
| Net credit agreement capacity available | 175,000 | |||||||||||||
|
less: PNC Credit Facility covenant limitations(4)
|
(39,851) | |||||||||||||
| Total available funding capacity | $ | 164,211 | ||||||||||||
(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 September 30, 2026 consisted of certain overnight repurchase agreements. Cash and cash equivalents exclude approximately $7.0 million of restricted cash held to collateralize outstanding letters of credit issued under the former Wintrust credit facility. Such letters of credit remain outstanding until expiration, the latest of which expires in April 2027.
(2) On September 9, 2026, LFS, LHLLC, and other designated parties entered into the PNC Credit Agreement with PNC, as administrative agent, swingline lender and issuing lender, and other lenders party thereto. The PNC Credit Agreement provides for a credit facility in an aggregate amount of up to $300.0 million in total commitments, consisting of: a revolving credit facility with an aggregate principal amount of $200.0 million, including a $20.0 million swingline loan subfacility and a $25.0 million letter of credit subfacility, a term loan facility with an aggregate principal amount of $50.0 million and a delayed draw term loan facility with aggregate commitments of $50.0 million. See Note 6 - Debt to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information regarding the PNC Credit Facility.
(3) The Company intends to deploy free cash flow to reduce borrowings under the PNC Revolving Credit Facility, subject to its liquidity, capital allocation and operating requirements.
(4) Represents the portion of unused borrowing capacity under the PNC Revolving Credit Facility and PNC Delayed Draw Term Loan Facility that was unavailable to the Company as of September 30, 2026 due to the requirement to maintain compliance with the maximum Consolidated Net Leverage Ratio under the PNC Credit Agreement. This amount is based on the Company's covenant calculation as of September 30, 2026 and assumes that proceeds from any additional borrowings are used for purposes that do not increase cash included in the covenant calculation. Actual borrowing availability may vary based on the Company's financial performance, the use of borrowing proceeds, and other conditions under the PNC Credit Agreement.
Cash Flow Summary
Management continued to devote additional resources to its billing and collection efforts during the nine months ended September 30, 2026. Management continues to expect that growth in the Company's ODR business, which is less sensitive to the cash flow issues presented by large GCR projects, together with a more selective approach to pursuing GCR projects, will positively impact the Company's cash flow trends.
On September 9, 2026, the Company entered into the PNC Credit Agreement, which provides for aggregate commitments of up to $300.0 million, including a $200.0 million revolving credit facility, a $50.0 million term loan facility and a $50.0 million delayed draw term loan facility. The Company believes the new credit facility enhances its liquidity and financial flexibility and increases its available borrowing capacity to support its operating requirements. See Note 6 - Debt to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information regarding the PNC Credit Facility.
Based on its current forecast, the Company believes that its cash and cash equivalents of $29.1 million as of September 30, 2026, cash flows expected to be generated from operations and available borrowing capacity under the PNC Revolving Credit Facility and PNC DDTL Facility of $125.0 million and $50.0 million, respectively, as of September 30, 2026, subject to applicable borrowing conditions and continued compliance with the financial covenants under the PNC Credit Agreement, are expected to be sufficient to meet its working capital needs, capital expenditure requirements and other liquidity requirements for at least the next 12 months. Of the combined $175.0 million in unused commitments, approximately $39.9 million was unavailable due to financial covenant limitations, resulting in approximately $135.1 million of available borrowing capacity as of September 30, 2026.
Debt and Related Obligations
Long-term debt consists of the following obligations as of:
| (in thousands) | September 30, 2026 | December 31, 2025 | |||||||||
| PNC Term Loan Facility - term loan payable in quarterly installments of principal, plus interest through September 2031 | 50,000 | - | |||||||||
|
PNC Revolving Credit Facility
|
75,000 | - | |||||||||
| Wintrust Revolving Loans | - | 10,000 | |||||||||
|
Finance leases - collateralized by vehicles, payable in monthly installments of principal, plus interest ranging from 3.06% to 8.60% through 2032
|
24,540 | 20,570 | |||||||||
| Financing liability | 5,351 | 5,351 | |||||||||
| Total debt | 154,891 | 35,921 | |||||||||
| Less - Current portion of long-term debt | (8,961) | (5,031) | |||||||||
| Less - Unamortized discount and debt issuance costs | (633) | (354) | |||||||||
| Long-term debt | $ | 145,297 | $ | 30,536 | |||||||
See Note 6 - Debt to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.
Surety Bonding
In connection with its business, the Company is occasionally required to provide various types of surety bonds that provide an additional measure of security to its customers for its performance under certain government and private sector contracts. The Company's ability to obtain surety bonds depends upon its capitalization, working capital, past performance, management expertise and external factors, including the capacity of the overall surety market. Surety companies consider such factors in light of the amount of the Company's backlog that it has currently bonded and their current underwriting standards, which may change from time-to-time. The bonds, if any, the Company provides typically reflect the contract value. As of September 30, 2026 and December 31, 2025, the Company had approximately $121.6 million and $156.6 million in surety bonds outstanding, respectively. The Company believes that its $1.0 billion bonding capacity provides us with a significant competitive advantage relative to many of its competitors, which we believe have limited bonding capacity. See Note 13 - Commitments and Contingencies to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.
Insurance and Self-Insurance
The Company purchases workers' compensation and general liability insurance under policies with per-incident deductibles of $250,000 per occurrence. Losses incurred over primary policy limits are covered by umbrella and excess policies up to specified limits with multiple excess insurers. The Company accrues for the unfunded portion of costs for both reported claims and claims incurred but not reported. The liability for unfunded reported claims and future claims is reflected on the consolidated balance sheets as current and non-current liabilities. The liability is determined by establishing a reserve for each reported claim on a case-by-case basis based on the nature of the claim and historical loss experience for similar claims plus an allowance for the cost of incurred but not reported claims. The current portion of the liability is included in accrued expenses and other current liabilities on the condensed consolidated balance sheets. The non-current portion of the liability is included in other long-term liabilities on the condensed consolidated balance sheets.
The Company is also self-insured related to medical and dental claims under policies with annual per-claimant and annual aggregate stop-loss limits. The Company accrues for the unfunded portion of costs for both reported claims and claims incurred but not reported. The liability for unfunded reported claims and future claims is reflected on the condensed consolidated balance sheets as a current liability in accrued expenses and other current liabilities. See Note 13 - Commitments and Contingencies to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.
Multiemployer Pension Plans
The Company participates in approximately 80 MEPPs that provide retirement benefits to certain union employees in accordance with various collective bargaining agreements ("CBAs"). As one of many participating employers in these MEPPs, the Company is responsible with the other participating employers for any plan underfunding. The Company's contributions to a particular MEPP are established by the applicable CBAs; however, required contributions may increase based on the funded status of an MEPP and legal requirements of the Pension Protection Act of 2006 (the "PPA"), which requires substantially underfunded MEPPs to implement a funding improvement plan ("FIP") or a rehabilitation plan ("RP") to improve its funded status. Factors that could impact funded status of an MEPP include, without limitation, investment performance, changes in the participant demographics, decline in the number of contributing employers, changes in actuarial assumptions and the utilization of extended amortization provisions. Assets contributed to the MEPPs by the Company may be used to provide benefits to employees of other participating employers. If a participating employer stops contributing to an MEPP, the unfunded obligations of the MEPP may be borne by the remaining participating employers.
An FIP or RP requires a particular MEPP to adopt measures to correct its underfunding status. These measures may include, but are not limited to an increase in a company's contribution rate as a signatory to the applicable CBA, or changes to the benefits paid to retirees. In addition, the PPA requires that a 5.0% surcharge be levied on employer contributions for the first year commencing shortly after the date the employer receives notice that the MEPP is in critical status and a 10.0% surcharge on each succeeding year until a CBA is in place with terms and conditions consistent with the RP.
The Company could also be obligated to make payments to MEPPs if it either ceases to have an obligation to contribute to the MEPP or significantly reduces its contributions to the MEPP because it reduces the number of employees who are covered by the relevant MEPP for various reasons, including, but not limited to, layoffs or closure of a subsidiary assuming the MEPP has unfunded vested benefits. The amount of such payments (known as a complete or partial withdrawal liability) would equal the Company's proportionate share of the MEPPs' unfunded vested benefits. The Company believes that certain of the MEPPs in which it participates may have unfunded vested benefits. Due to uncertainty regarding future factors that could trigger withdrawal liability, the Company is unable to determine (a) the amount and timing of any future withdrawal liability, if any,
and (b) whether its participation in these MEPPs could have a material adverse impact on its financial condition, results of operations or liquidity.
Critical Accounting Policies and Estimates
Management's Discussion and Analysis of Financial Condition and Results of Operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements for assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, the reported amounts of revenue and expenses during the reported period, and the accompanying notes. Management believes that its most significant estimates and assumptions have been based on reasonable and supportable assumptions and the resulting estimates are reasonable for use in the preparation of the condensed consolidated financial statements. The Company's significant estimates include estimates associated with revenue recognition on construction contracts, costs incurred through each balance sheet date, intangibles, property and equipment, fair value accounting for acquisitions, insurance reserves, income tax valuation allowances, fair value of contingent consideration arrangements and contingencies. If the underlying estimates and assumptions upon which the condensed consolidated financial statements are based change in the future, actual amounts may differ from those included in the accompanying consolidated financial statements.
Management believes there have been no significant changes during the nine months ended September 30, 2026, to the items that we disclosed as our critical accounting policies and estimates in "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Note 2 - Significant Accounting Policies in the accompanying notes to the Company's consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025.
Recent Accounting Pronouncements
See Note 2 - Summary of Significant Accounting Policies in the accompanying notes to the Company's condensed consolidated financial statements for a discussion of recent accounting pronouncements.
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