Limbach Holdings, Inc.
A specialty contractor that designs, installs, and services mechanical systems—chiefly heating, ventilation, air conditioning (HVAC), and plumbing—for commercial buildings such as offices, hospitals, schools, and industrial plants. Founded in Pittsburgh in 1901 by Heinrich Limbach and Evan Shaffer, the company grew into one of the largest mechanical contractors in the United States, known for its design-build work and building maintenance programs. The founding duo ran the firm from a single office more than a century ago, and Limbach's own website still recalls those early days as "from one office to across the country."
10-Q · Quarter ended Jun 30, 2026 · SEC filing ↗
The original filing sections are available below.
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 stateme…
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 June 30, 2026, the Company had approximately 1,600 team members across 21 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. 25 Table of Contents 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 acquisition of Pioneer Power, the Company implemented retention arrangements for certain key employees of the acquired business. Retention-related compensation is recognized as expense ratably over the service period, which runs through December 2027, and is contingent on continued employment. 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 and Consolidated Mechanical. The carrying values of the ACME, Industrial Air, Kent Island and Consolidated Mechanical Earnout Payments are subject to remeasurement at fair value at each reporting date through the end of the respective earnout periods with any changes in the fair value reported as a separate component of operating income in the condensed consolidated statements of operations. See Note 8 – Fair Value Measurements in the accompanying notes to the Company’s condensed consolidated financial statements for further information 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 and favorable leasehold interests. Each of the Jake Marshall, ACME, Industrial Air, Kent Island, Consolidated Mechanical and Pioneer Power-related intangible assets were recorded under the acquisition method of accounting at their estimated fair values at the acquisition date. See Note 5 – Goodwill and Intangible Assets 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, and interest income earned on overnight repurchase agreements. Deferred financing costs are amortized to interest expense using the effective interest method. 26 Table of Contents 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 July 1, 2025, the Company completed an acquisition of Woodbury, Minnesota-based mechanical contractor, Pioneer Power, Inc. (“Pioneer Power”). See Note 3 – Acquisition in the accompanying notes to the Company’s condensed consolidated financial statements for further information. 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. 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. 27 Table of Contents Comparison of Results of Operations for the three months ended June 30, 2026 and 2025 The following table presents operating results for the three months ended June 30, 2026 and 2025 in dollars and expressed as a percentage of total revenue (except as indicated below), as compared below: Three Months Ended June 30, 2026 2025 (in thousands except for percentages) Statement of Operations Data: Revenue: ODR $ 128,414 74.0 % $ 108,948 76.6 % GCR 45,043 26.0 % 33,293 23.4 % Total revenue 173,457 100.0 % 142,241 100.0 % Cost of revenue: ODR 97,654 76.0 % (1) 77,359 71.0 % (1) GCR 38,510 85.5 % (2) 25,056 75.3 % (2) Total cost of revenue 136,164 78.5 % 102,415 72.0 % Gross profit: ODR 30,760 24.0 % (1) 31,589 29.0 % (1) GCR 6,533 14.5 % (2) 8,237 24.7 % (2) Total gross profit 37,293 21.5 % 39,826 28.0 % Selling, general and administrative(3) 28,116 16.2 % 26,632 18.7 % Acquisition-related retention expense and contingent consideration 230 0.1 % 795 0.6 % Amortization of intangibles 1,695 1.0 % 1,757 1.2 % Total operating income 7,252 4.2 % 10,642 7.5 % Other (expense) income (669) (0.4) % 122 0.1 % Total income before income taxes 6,583 3.8 % 10,764 7.6 % Income tax expense 1,836 1.1 % 3,002 2.1 % Net income $ 4,747 2.7 % $ 7,762 5.5 % (1)As a percentage of ODR revenue. (2)As a percentage of GCR revenue. (3)Included within selling, general and administrative expenses was $2.1 million and $1.6 million of non-cash stock-based compensation expense for the three months ended June 30, 2026 and 2025, respectively. Revenue Three Months Ended June 30, 2026 2025 Increase/(Decrease) (in thousands except for percentages) Revenue: ODR $ 128,414 $ 108,948 $ 19,466 17.9 % GCR 45,043 33,293 11,750 35.3 % Total revenue $ 173,457 $ 142,241 $ 31,216 21.9 % 28 Table of Contents •Total revenue increased by $31.2 million, or 21.9%, primarily due to the acquisition of Pioneer Power, which contributed $30.9 million of revenue from acquired operations during the three months ended June 30, 2026. Acquisition-related revenue represents revenue generated by an acquired business during the twelve-month period following its acquisition date. Thereafter, the results of an acquired business are included within the Company’s organic operations, and period-over-period changes are discussed on a combined basis. Revenue generated from the Company’s organic operations increased slightly by $0.3 million, or 0.2%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The Company expects the timing of project commencements and execution within its existing backlog, together with currently expected future bookings, to support organic revenue growth during the remainder of 2026. •ODR revenue increased by $19.5 million, or 17.9%, primarily due to the acquisition of Pioneer Power, which contributed approximately $23.2 million in ODR revenue in the three months ended June 30, 2026. The Company’s ODR organic revenue decreased approximately $3.7 million. •GCR revenue increased by $11.8 million, or 35.3%, primarily due to an incremental increase in GCR acquisition-related revenue of approximately $7.8 million from the Pioneer Power acquisition, as well as an increase in GCR organic revenue of $4.0 million. Gross Profit Three Months Ended June 30, 2026 2025 Increase/(Decrease) (in thousands except for percentages) Gross profit: ODR $ 30,760 $ 31,589 $ (829) (2.6) % GCR 6,533 8,237 (1,704) (20.7) % Total gross profit $ 37,293 $ 39,826 $ (2,533) (6.4) % Total gross profit as a percentage of total revenue 21.5 % 28.0 % •Total gross profit decreased by $2.5 million primarily due to lower gross margin percentages in both our ODR and GCR segments. The decrease in segment gross margin percentages was primarily driven by the lower margin profile of Pioneer Power. Pioneer Power continues to perform in line with the Company’s integration expectations and management expects gross margins to improve as 2026 progresses. Operational and pricing improvement initiatives are underway to enhance profitability at Pioneer Power, with the goal of bringing gross margins in line with the Company’s historical average over the next two to three years. •Gross profit margin was also negatively 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 expects gross profit margins to improve during the remainder of 2026; however, margins 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 three months ended June 30, 2026 and 2025. 29 Table of Contents Selling, General and Administrative (“SG&A”) Three Months Ended June 30, 2026 2025 Increase/(Decrease) (in thousands except for percentages) Selling, general and administrative $ 28,116 $ 26,632 $ 1,484 5.6 % Total selling, general and administrative as a percentage of total revenue 16.2 % 18.7 % •SG&A expense increased $1.5 million, or 5.6%, primarily due to $0.7 million of SG&A expenses associated with the Pioneer Power acquisition. 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 $0.8 million, primarily due to a $0.6 million increase in total stock-based compensation and payroll related expenses. As a percentage of revenue, SG&A expense decreased to 16.2% from 18.7% in the prior-year period. Acquisition-Related Retention Expense and Contingent Consideration Acquisition-related retention and contingent consideration expenses were $0.2 million and $0.8 million for the three months ended June 30, 2026 and 2025, respectively. For the three months ended June 30, 2026, these expenses included approximately $0.1 million of acquisition-related retention expense associated with the Pioneer Power acquisition. In connection with the acquisition, the Company entered into retention agreements with certain key employees of the acquired business. Retention compensation expense is recognized ratably over the requisite service period, which extends through December 2027, and is contingent upon continued employment. The Company also recognized a $0.1 million increase in the fair value of contingent consideration during the three months ended June 30, 2026, compared to a $0.8 million increase during the three months ended June 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 June 30, 2026 2025 Increase/(Decrease) (in thousands except for percentages) Amortization of intangibles $ 1,695 $ 1,757 $ (62) (3.5) % •Amortization of intangibles decreased period-over-period primarily due to certain finite-lived intangible assets becoming fully amortized. This decrease was partially offset by incremental amortization expense associated with intangible assets recognized in connection with the Pioneer Power acquisition. 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. 30 Table of Contents Other (Expenses) Income Three Months Ended June 30, 2026 2025 Change (in thousands except for percentages) Other (expenses) income: Interest expense $ (773) $ (563) $ (210) 37.3 % Interest income 1 334 (333) (99.7) % Gain on disposition of property and equipment 81 407 (326) (80.1) % Gain (loss) on change in fair value of interest rate swap 22 (56) 78 139.3 % Total other (expenses) income $ (669) $ 122 $ (791) (648.4) % •Interest expense increased $0.2 million primarily due to higher average borrowings under the Company’s revolving credit facility and increased financing costs associated with a larger vehicle fleet compared to the prior-year period. •Interest income decreased $0.3 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 $0.3 million primarily due to various gains recognized in both periods, none of which were individually material. Income Taxes The Company recorded an income tax provision of $1.8 million for the three months ended June 30, 2026 compared to $3.0 million for the three months ended June 30, 2025. The effective tax rate was 27.9% for both the three months ended June 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. 31 Table of Contents Comparison of Results of Operations for the six months ended June 30, 2026 and 2025 The following table presents operating results for the six months ended June 30, 2026 and 2025 in dollars and expressed as a percentage of total revenue (except as indicated below), as compared below: Six Months Ended June 30, 2026 2025 (in thousands except for percentages) Statement of Operations Data: Revenue: ODR $ 228,225 73.1 % $ 199,341 72.4 % GCR 84,091 26.9 % 76,008 27.6 % Total revenue 312,316 100.0 % 275,349 100.0 % Cost of revenue: ODR 174,481 76.5 % (1) 141,591 71.0 % (1) GCR 69,372 82.5 % (2) 57,213 75.3 % (2) Total cost of revenue 243,853 78.1 % 198,804 72.2 % Gross profit: ODR 53,744 23.5 % (1) 57,750 29.0 % (1) GCR 14,719 17.5 % (2) 18,795 24.7 % (2) Total gross profit 68,463 21.9 % 76,545 27.8 % Selling, general and administrative(3) 56,230 18.0 % 53,150 19.3 % Acquisition-related retention expense and contingent consideration 379 0.1 % 1,222 0.4 % Amortization of intangibles 3,469 1.1 % 3,620 1.3 % Total operating income 8,385 2.7 % 18,553 6.7 % Other (expense) income (1,079) (0.3) % 202 0.1 % Total income before income taxes 7,306 2.3 % 18,755 6.8 % Income tax (benefit) expense (1,821) (0.6) % 779 0.3 % Net income $ 9,127 2.9 % $ 17,976 6.5 % (1)As a percentage of ODR revenue. (2)As a percentage of GCR revenue. (3)Included within selling, general and administrative expenses was $3.9 million and $3.2 million of non-cash stock-based compensation expense for the six months ended June 30, 2026 and 2025, respectively. Revenue Six Months Ended June 30, 2026 2025 Increase/(Decrease) (in thousands except for percentages) Revenue: ODR $ 228,225 $ 199,341 $ 28,884 14.5 % GCR 84,091 76,008 8,083 10.6 % Total revenue $ 312,316 $ 275,349 $ 36,967 13.4 % •Total revenue increased by $37.0 million, or 13.4%, primarily due to the acquisition of Pioneer Power, which contributed $54.5 million of revenue from acquired operations during the six months ended June 30, 2026. 32 Table of Contents Acquisition-related revenue represents revenue generated by an acquired business during the twelve-month period following its acquisition date. Thereafter, the results of an acquired business are included within the Company’s organic operations, and period-over-period changes are discussed on a combined basis. This increase was partially offset by a $17.5 million decline in revenue from the Company’s organic operations for the six months ended June 30, 2026. The Company expects the timing of project commencements and execution within its existing backlog, together with currently expected future bookings, to support organic revenue growth during the remainder of 2026. •ODR revenue increased by $28.9 million, or 14.5%, primarily due to the acquisition of Pioneer Power, which contributed approximately $37.5 million in ODR revenue in the current period. The Company’s organic ODR operations decreased approximately $8.6 million. •GCR revenue increased by $8.1 million, or 10.6% primarily due to an incremental increase in GCR acquisition-related revenue of approximately $17.0 million from the Pioneer Power acquisition. This increase was partially offset by lower GCR organic revenue of $8.9 million. Gross Profit Six Months Ended June 30, 2026 2025 Increase/(Decrease) (in thousands except for percentages) Gross profit: ODR $ 53,744 $ 57,750 $ (4,006) (6.9) % GCR 14,719 18,795 (4,076) (21.7) % Total gross profit $ 68,463 $ 76,545 $ (8,082) (10.6) % Total gross profit as a percentage of total revenue 21.9 % 27.8 % •Total gross profit decreased by $8.1 million, or 10.6%, primarily due to lower gross margin percentages in both our ODR and GCR segments. The decrease in segment gross margin percentages was primarily driven by the lower margin profile of Pioneer Power. Pioneer Power continues to perform in line with the Company’s integration expectations and management expects gross margins to improve as 2026 progresses. Operational and pricing improvement initiatives are underway to enhance profitability at Pioneer Power, with the goal of bringing gross margins in line with the Company’s historical average over the next two to three years. •Gross profit margin was also negatively 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 expects gross profit margins to improve during the remainder of 2026; however, margins 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 six months ended June 30, 2026 and 2025. Selling, General and Administrative Six Months Ended June 30, 2026 2025 Increase/(Decrease) (in thousands except for percentages) Selling, general and administrative $ 56,230 $ 53,150 $ 3,080 5.8 % Total selling, general and administrative as a percentage of total revenue 18.0 % 19.3 % •SG&A expense increased $3.1 million, or 5.8%, due to $1.3 million of SG&A expenses associated with the Pioneer Power acquisition. 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 33 Table of Contents 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 $1.8 million, primarily due to a $1.8 million increase in payroll related expenses and a $0.7 million increase in stock-based compensation expense, partially offset by a $0.7 million decrease in professional services related expenses. As a percentage of revenue, SG&A expense decreased to 18.0% from 19.3% in the prior-year period. Acquisition-Related Retention Expense and Contingent Consideration Acquisition-related retention and contingent consideration expenses were $0.4 million and $1.2 million for the six months ended June 30, 2026 and 2025, respectively. For the six months ended June 30, 2026, these expenses included approximately $0.2 million of acquisition-related retention expense associated with the Pioneer Power acquisition. In connection with the acquisition, the Company entered into retention agreements with certain key employees of the acquired business. Retention compensation expense is recognized ratably over the requisite service period, which extends through December 2027, and is contingent upon continued employment. In addition, the Company recognized a $0.2 million increase in the fair value of contingent consideration during the six months ended June 30, 2026, compared to a $1.2 million increase during the six months ended June 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 Six Months Ended June 30, 2026 2025 Increase/(Decrease) (in thousands except for percentages) Amortization of intangibles $ 3,469 $ 3,620 $ (151) (4.2) % •Amortization of intangibles decreased period-over-period primarily due to certain finite-lived intangible assets becoming fully amortized. This decrease was partially offset by incremental amortization expense associated with intangible assets recognized in connection with the Pioneer Power acquisition. 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 Six Months Ended June 30, 2026 2025 Change (in thousands except for percentages) Other (expenses) income: Interest expense $ (1,474) $ (1,089) $ (385) 35.4 % Interest income 16 704 (688) (97.7) % Gain on disposition of property and equipment 319 740 (421) (56.9) % Gain (loss) on change in fair value of interest rate swap 60 (153) 213 139.2 % Total other (expenses) income $ (1,079) $ 202 $ (1,281) (634.2) % •Interest expense increased $0.4 million in the period-to-period comparison primarily due to higher average borrowings under the Company’s revolving 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 $0.4 million primarily due to various gains recognized in both periods, none of which were individually material. 34 Table of Contents Income Taxes The Company recorded an income tax benefit of $1.8 million for the six months ended June 30, 2026 compared to an income tax provision of $0.8 million for the six months ended June 30, 2025. The effective tax rate was (24.9)% and 4.2% for the six months ended June 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 adjustments and discrete excess tax benefits related to RSU vestings 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 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. 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 $283.6 million and $255.8 million as of June 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 68% of its ODR backlog as of June 30, 2026 will be recognized as revenue over the remainder of 2026. The Company’s ODR backlog increased due to its continued focus on the accelerated growth of its ODR business. The Company’s GCR backlog was $200.1 million and $141.8 million as of June 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 57% of its GCR backlog as of June 30, 2026 will be recognized as revenue over the remainder of 2026. Additionally, the reduction in GCR backlog has been intentional as the Company focuses on higher margin projects than it has done historically, as well as its focus on smaller, higher margin owner direct projects. Market Update The Company 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 35 Table of Contents 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 information on 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 six months ended June 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. 36 Table of Contents 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: Six Months Ended June 30, 2026 2025 (in thousands) Net cash provided by (used in): Operating activities $ 10,928 $ 4,242 Investing activities (665) (2,152) Financing activities (4,079) (8,080) Net increase (decrease) in cash, cash equivalents and restricted cash $ 6,184 $ (5,990) Noncash investing and financing transactions: Kent Island Transaction, measurement period adjustment $ — $ (94) Right of use assets obtained in exchange for new operating lease liabilities 710 1,676 Right of use assets obtained in exchange for new finance lease liabilities 177 7,933 Right of use assets disposed or adjusted modifying finance lease liabilities 20 — Interest paid 1,453 1,058 Cash paid for income taxes $ 3,353 $ 4,023 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 bi-monthly, certain subcontractor costs are generally not paid until the Company receives payment from its customers (contractual “pay-if-paid” terms). The Company has not historically experienced a large volume of write-offs related to its receivables and contract assets. The Company regularly assesses its receivables for collectability and provides allowances for credit losses where appropriate. The Company believes that its reserves for its expected credit losses are appropriate as of June 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 current 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. 37 Table of Contents The following table represents the Company's summarized working capital information: (in thousands, except ratios) June 30, 2026 December 31, 2025 Current assets $ 223,148 $ 195,049 Current liabilities (150,246) (135,086) Net working capital $ 72,902 $ 59,963 Current ratio(1) 1.49 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 June 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: Six Months Ended June 30, (in thousands) 2026 2025 Cash Inflow (outflow) Cash flows from operating activities: Net income $ 9,127 $ 17,976 $ (8,849) Non-cash operating activities(1) 13,303 14,146 (843) Changes in operating assets and liabilities: Accounts receivable (16,347) 6,455 (22,802) Contract assets and contract liabilities, net(2) 15,913 (10,775) 26,688 Other current assets (7,471) (1,040) (6,431) Accounts payable, including retainage 6,123 (5,428) 11,551 Prepaid income taxes (2,201) (1,916) (285) Accrued taxes payable (1,152) (1,470) 318 Operating lease liabilities (2,134) (1,968) (166) Accrued expenses and other current liabilities (397) (10,890) 10,493 Payment of contingent consideration liability in excess of acquisition-date fair value (3,404) (711) (2,693) Other long-term liabilities (432) (137) (295) Cash used in working capital (11,502) (27,880) 16,378 Net cash provided by operating activities $ 10,928 $ 4,242 $ 6,686 (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 and changes in the fair value of the Company's interest rate swap. (2)The Company refined the presentation of contract-related balances within operating activities of the consolidated statements of cash flows. Changes in contract assets and contract liabilities are now presented on a net basis, rather than as separate line items, to align with the Company’s presentation of net contract positions. Prior-period amounts have been conformed for comparability, where applicable. This presentation change did not impact net cash provided by operating activities. During the six months ended June 30, 2026, the Company generated $10.9 million in cash from its operating activities, which consisted of non-cash adjustments of $13.3 million and net income of $9.1 million, partly offset by cash used in working capital of $11.5 million. During the six months ended June 30, 2025, the Company generated $4.2 million from its operating activities, which consisted of net income of $18.0 million and certain non-cash adjustments of $14.1 million, partly offset by cash used in working capital of $27.9 million. 38 Table of Contents The change in operating cash flows during the six months ended June 30, 2026 compared to the six months ended June 30, 2025 was primarily attributable to a $26.7 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 $11.6 million favorable change in accounts payable, including retainage, and a $10.5 million favorable change in accrued expenses and other current liabilities due to the timing of payments. These cash inflows were partially offset by a $22.8 million unfavorable change in accounts receivable due to the timing of cash collections, an $8.8 million decrease in net income and a $6.4 million unfavorable change in other current assets. Cash Flows Used in Investing Activities Cash flows used in investing activities were $0.7 million and $2.2 million for the six months ended June 30, 2026 and 2025, respectively. Cash used in investing activities for the six months ended June 30, 2026 included a cash outflow of $1.0 million related to the purchase of property and equipment, partially offset by $0.4 million in proceeds from the sale of property and equipment. Cash used in investing activities for the six months ended June 30, 2025 included a cash outflow of $3.1 million related to the purchase of property and equipment, which was primarily associated with the purchase of certain rental equipment to expand customer offerings. These cash outflows were partially offset by $0.9 million in proceeds from the sale of property and equipment. Aside from the rental equipment purchases in 2025, the majority of the Company's cash used for investing activities in both periods was for capital additions pertaining to tools and equipment, computer software and hardware purchases, office furniture and office related leasehold improvements. Cash Flows Used in Financing Activities Cash flows used in financing activities were $4.1 million for the six months ended June 30, 2026 compared to $8.1 million for the six months ended June 30, 2025. During the six months ended June 30, 2026, the Company repaid $93.1 million under its revolving credit facility, paid $12.0 million in taxes associated with the net share settlement of equity awards and made $2.5 million of finance lease payments. The Company also 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 $3.5 million was collectively recognized as a cash outflow from financing activities. These financing cash outflows were partially offset by $100.6 million in borrowings under the Company's revolving credit facility, $5.9 million of proceeds associated with the sale of shares to satisfy employee tax withholding requirements and $0.5 million of proceeds associated with employee contributions to the ESPP. During the six months ended June 30, 2025, the Company paid approximately $10.7 million in taxes related to the net share settlement of equity awards, $1.8 million for payments on finance leases and made a $3.0 million payment to the former owner of Industrial Air related to the First IA Earnout Period, of which $2.3 million was recognized as a cash outflow from financing activities. These cash financing outflows were partially offset by proceeds of $6.3 million associated with the sale of shares to satisfy employee tax withholding requirements and $0.4 million associated with proceeds from employee contributions to the ESPP. The following table reflects the Company’s available funding capacity, subject to covenant restrictions, as of June 30, 2026: (in thousands) Cash & cash equivalents(1) $ 17,529 Credit agreement: Wintrust Revolving Loans(2) $ 100,000 Outstanding borrowings on the Wintrust Revolving Loans(3) (17,500) Outstanding letters of credit (6,950) Net credit agreement capacity available 75,550 Total available funding capacity $ 93,079 (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, 2026 consisted of certain overnight repurchase agreements. (2) On July 24, 2026, LFS, LHLLC, and other designated parties entered into the Third Amendment with Wintrust, as administrative agent, and the other lenders party thereto. The Third Amendment provides for, among other things, an upsize of the aggregate principal amount of the senior secured revolving credit facility from $100.0 million to $125.0 million. See Note 15 – Subsequent Events in the accompanying notes to the Company’s condensed consolidated financial statements for further information. 39 Table of Contents (3) The Company intends to deploy free cash flow to continue to reduce its borrowings under its revolving credit facility. Cash Flow Summary Management continued to devote additional resources to its billing and collection efforts during the six months ended June 30, 2026. 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 $17.5 million as of June 30, 2026, cash payments to be received from existing and new customers, and availability of borrowing under the Wintrust Revolving Loans (pursuant to which we had $75.6 million of availability as of June 30, 2026) will be sufficient to meet its working capital and capital expenditure requirements for at least the next 12 months. Debt and Related Obligations Long-term debt consists of the following obligations as of: (in thousands) June 30, 2026 December 31, 2025 Wintrust Revolving Loans 17,500 10,000 Finance leases – collateralized by vehicles, payable in monthly installments of principal, plus interest ranging from 4.50% to 8.60% through 2031 18,199 20,570 Financing liability 5,351 5,351 Total debt 41,050 35,921 Less - Current portion of long-term debt (4,862) (5,031) Less - Unamortized discount and debt issuance costs (346) (354) Long-term debt $ 35,842 $ 30,536 See Note 6 – Debt in the accompanying notes to the Company’s condensed consolidated financial statements for further 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 June 30, 2026 and December 31, 2025, the Company had approximately $107.3 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 in the accompanying notes to the Company’s condensed consolidated financial statements for further 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 computed by determining a reserve for each reported claim on a case-by-case basis based on the nature of the claim and historical loss experience for similar claims plus an allowance for the cost of incurred but not reported claims. The current portion of the liability is included in accrued expenses and other current liabilities on the condensed consolidated balance sheets. The non-current portion of the liability is included in other long-term liabilities on the condensed consolidated balance sheets. The Company is self-insured related to medical and dental claims under policies with annual per-claimant and annual aggregate stop-loss limits. The Company accrues for the unfunded portion of costs for both reported claims and claims incurred but not reported. The liability for unfunded reported claims and future claims is reflected on the condensed consolidated balance sheets 40 Table of Contents as a current liability in accrued expenses and other current liabilities. See Note 13 – Commitments and Contingencies in the accompanying notes to the Company’s condensed consolidated financial statements for further information. Multiemployer Pension Plans The Company participates in approximately 70 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 six months ended June 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 – Significant Accounting Policies in the accompanying notes to the Company’s condensed consolidated financial statements for a discussion of recent accounting pronouncements.
41 Table of Contents Interest Rate Risk The Company is exposed to market risk through changes in interest rates, primarily limited to borrowings under the Wintrust Revolving Loans in excess of the amounts covered by the Company’s interest rate swap arrangement. As of June 30, 20…
41 Table of Contents Interest Rate Risk The Company is exposed to market risk through changes in interest rates, primarily limited to borrowings under the Wintrust Revolving Loans in excess of the amounts covered by the Company’s interest rate swap arrangement. As of June 30, 2026, the Company had $17.5 million of direct borrowings outstanding under the Wintrust Revolving Loans. The Company is party to an interest rate swap arrangement to manage the risk associated with a portion of its variable-rate long-term debt. The interest rate swap has a $10.0 million notional value with a fixed interest rate and will mature in July 2027. The Company has not designated this instrument as a hedge for accounting purposes. As a result, the change in fair value of the derivative instrument is recognized directly in earnings on the Company's condensed consolidated statements of operations as a gain or loss on interest rate swap. Assuming outstanding balances were to remain the same and including the impact of the Company’s interest rate swap agreement, a hypothetical 100 basis point increase in interest rates on our variable-rate debt (excluding the portion hedged by the swap) as of June 30, 2026 would result in an approximate $0.1 million increase in annualized interest expense. Conversely, a 100 basis point decrease in interest rates would result in a comparable decrease in annualized interest expense. Actual results could differ from these estimates due to fluctuations in borrowing levels and other factors. See Note 6 – Debt in the accompanying notes to the Company’s condensed consolidated financial statements for further detail of the Company’s revolving credit facility and interest rate swap arrangement. In addition, the Company considers all highly liquid investments purchased with a maturity of 90 days or less on the date of purchase to be cash equivalents. Cash and cash equivalents as of June 30, 2026 were $17.5 million. The Company maintains a disciplined cash management strategy whereby excess cash is invested in overnight repurchase agreements only when outstanding borrowings under its revolving credit facility are $10.0 million or less. When borrowings exceed this threshold, the Company generally deploys available cash to reduce outstanding revolver borrowings to approximately $10.0 million. For both the three and six months ending June 30, 2026, interest income in the aggregate was less than $0.1 million. The Company maintains a conservative investment policy and has not experienced any losses in its cash and cash equivalents. Management believes the Company is not exposed to significant risk with respect to such accounts.
Read original filing text →See Note 13 – Commitments and Contingencies to the condensed consolidated financial statements for information regarding legal proceedings, which information is incorporated herein by reference.
See Note 13 – Commitments and Contingencies to the condensed consolidated financial statements for information regarding legal proceedings, which information is incorporated herein by reference.
Read original filing text →The financial condition and results of operations of the Company may be affected by a number of factors, whether currently known or unknown, including, but not limited to, those described under “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal ye…
The financial condition and results of operations of the Company may be affected by a number of factors, whether currently known or unknown, including, but not limited to, those described under “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. These risks could materially and adversely affect the Company’s business, financial condition, cash flows, and results of operations. The Company may also be subject to additional risks and uncertainties that are not currently known or that, due to future developments, may become material. Except for the risk factor disclosed in Part II, Item 1A of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, which is incorporated herein by reference, there have been no material changes to the risk factors disclosed in the 2025 Annual Report.
Read original filing text →