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FOR IMMEDIATE RELEASE
Limbach Holdings, Inc. Reports Third Quarter 2025 Results
Delivered Q3 Net Income of $8.8 million and Adjusted EBITDA of $21.8 million
Reaffirms Full Year 2025 Revenue Guidance of $650 million to $680 million and Adjusted EBITDA of $80 million to $86 million
WARRENDALE, PA – November 4, 2025 – Limbach Holdings, Inc. (Nasdaq: LMB) (“Limbach” or the “Company”) today announced its financial results for the quarter ended September 30, 2025.
Third Quarter 2025 Highlights Compared to Third Quarter 2024
•Total revenue increased 37.8% to $184.6 million from $133.9 million
•Owner Direct Relationships (“ODR”) revenue increased 52.0%, or $48.4 million, to $141.4 million, or 76.6% of total revenue
•Organic ODR revenue growth of 12.2%
•Net income of $8.8 million, or $0.73 per diluted share, compared to $7.5 million, or $0.62 per diluted share
•Adjusted net income of $12.7 million, or $1.05 per adjusted diluted earnings per share, compared to adjusted net income of $10.9 million, or $0.91 per adjusted diluted earnings per share
•Adjusted EBITDA of $21.8 million, up 25.6% from $17.3 million
•Total gross profit increased 23.7% to $44.7 million from $36.1 million
•Net cash from operating activities of $13.3 million compared to $4.9 million
Management Comments
“We are pleased to report a solid third quarter, underscoring the success of our strategic transition to higher margin ODR business,” said Michael McCann, President and Chief Executive Officer of Limbach. “ODR revenue increased 52.0% year-over-year and now represents about 76.6% of total revenue for the quarter, in line with our annual mix shift guidance of 70% to 80%. We also expect ODR organic revenue growth to be in the range of 20% to 25% for the full year and maintain strong gross margins. Total ODR gross profit rose $6.0 million accounting for approximately 80% of total gross profit. These results demonstrate the tangible impact of our strategic focus to drive growth in our ODR business, minimize risk, and improve the consistency of our revenue and earnings.
“Limbach is delivering against all three core elements of our growth strategy, leveraging disciplined M&A to accelerate scale and reinforce long-term growth. In the third quarter, we completed the acquisition of Pioneer Power, expanding our footprint into the Upper Midwest, and deepening our access to industrial markets including power generation. Pioneer Power’s revenue performance exceeded our initial expectations this quarter. While Pioneer Power’s current margin profile differs from Limbach’s, we are actively integrating Pioneer into the Limbach platform and have a path to implement operational and commercial enhancements that we expect will expand its margins over time. Combined with our focus on expanding our top-line through our ODR business, broadening our service offerings, and deepening customer relationships, we are building a resilient business designed to deliver durable long-term value for our stockholders.”
The following are results for the three months ended September 30, 2025, compared to the three months ended September 30, 2024:
•Total revenue increased 37.8%, or $50.7 million, to $184.6 million from $133.9 million. The increase in revenue was primarily attributable to the acquisitions of Pioneer Power, Consolidated Mechanical, LLC (“Consolidated Mechanical”) and Kent Island Mechanical, LLC (“Kent Island”). Of the total increase in revenue, acquisition related revenue represented 35.3%, or $47.3 million, and organic represented 2.5%, or $3.3 million.
◦ODR segment revenue increased 52.0%, or $48.4 million, to $141.4 million. Acquisition-related revenue represented 39.8% or $37.1 million, while organic revenue represented 12.2%, or $11.3 million period-over-period.
◦General Contractor Relationships (“GCR”) segment revenue increased 5.6%, or $2.3 million, to $43.2 million. Acquisition-related revenue represented 25.1%, or $10.3 million, while organic revenue represented a 19.5%, or $8.0 million decrease period-over-period as the Company continues its strategic mix-shift to ODR.
•Total gross profit increased 23.7% to $44.7 million compared to $36.1 million. Total gross margin of 24.2% decreased from 27.0% in the third quarter of 2024.
◦ODR gross profit increased 20.3%, or $6.0 million, to $35.7 million from $29.6 million while gross margins decreased to 25.2% from 31.9% primarily due to the impact of Pioneer Power which has a lower gross margin profile compared to Limbach’s historical profile. Management is focused on improving Pioneer Power’s gross margins to align with the Company’s broader operating model over time.
◦GCR gross profit increased 39.3%, or $2.5 million, to $9.0 million from $6.5 million and gross margins increased to 20.8% from 15.8% driven by the Company’s selective focus on higher quality projects.
•Selling, general and administrative (“SG&A”) expense increased by approximately $4.6 million to $28.3 million, compared to $23.7 million in the prior year period. SG&A expense increased primarily due to a $2.3 million increase in payroll related expense, a $1.5 million aggregate increase in SG&A expense associated with Pioneer Power and Consolidated Mechanical, and a $0.4 million increase in non-cash stock-based compensation expense. Pioneer Power and Consolidated Mechanical were not acquired entities during the same period in 2024. SG&A expense as a percentage of revenue decreased to 15.3% as compared to 17.7% primarily due to the increased revenue in the third quarter of 2025 as a result of the Pioneer Power acquisition.
•Interest expense was $1.2 million, an increase of $0.8 million, compared to $0.5 million in the prior year period. The increase in interest expense was driven by increased borrowings under the Company’s revolving credit facility and higher financing costs associated with a larger vehicle fleet.
•Interest income was $0.1 million, a decrease of $0.5 million, compared to $0.6 million in the third quarter of 2024. This decrease was related to reduced cash and cash equivalent balances and lower yields on investments.
•Net income increased 17.4% to $8.8 million from $7.5 million. Diluted earnings per share was $0.73 compared to $0.62 in the prior year period.
•Adjusted EBITDA increased 25.6% to $21.8 million compared to $17.3 million in the prior year period.
•Adjusted net income increased 16.4% to $12.7 million compared to $10.9 million. Adjusted diluted earnings per share was $1.05 compared to $0.91 in the prior period.
•Net cash from operating activities was $13.3 million compared to $4.9 million reflecting the timing of billings that impacted changes in working capital.
Balance Sheet
At September 30, 2025, cash and cash equivalents were $9.8 million. Current assets were $216.8 million and current liabilities were $151.2 million, representing a current ratio of 1.43x compared to 1.46x at December 31, 2024. At September 30, 2025, the Company had $34.5 million in borrowings under its revolving credit facility and $5.1 million of standby letters of credit. The Company intends to deploy free cash flow to continue to reduce its borrowings under its revolving credit facility for the remainder of the year.
2025 Guidance
The Company is reaffirming its previous guidance for FY 2025 as follows:
| | | | | | | | | | | | | | | | | |
| | Previous Guidance | | Current Guidance | | | |
| Revenue | | $650 million - $680 million | | $650 million - $680 million | | | |
| Adjusted EBITDA | | $80 million - $86 million | | $80 million - $86 million | | | |
| | | | | | | |
| Assumptions: | | | | | | | |
| | | | | | | |
Total organic revenue growth(1)(2) | | 10 - 15% | | 7 - 10% | | | |
| ODR revenue as a percentage of total revenue | | 70 - 80% | | 70 - 80% | | | |
| ODR revenue growth | | 35 - 50% | | 40 - 50% | | | |
| | | | | | | |
Gross margin percentage(3) | | 28 - 29% | | 25.5 - 26.5% | | | |
| SG&A expense as a percentage of total revenue | | 18 - 19% | | 15 - 17% | | | |
Free cash flow(4) | | 75% of Adjusted EBITDA | | 75% of Adjusted EBITDA | | | |
(1) The Company refined its total organic revenue range which reflects a faster-than-expected decline in GCR revenue as part of the strategic mix-shift.
(2) The Company discloses organic revenue and organic revenue growth, which are non-GAAP financial measures, to provide investors with insight into the performance of the Company's existing operations, excluding the impact of acquisitions. These measures are not defined under GAAP and should not be considered as an alternative to total revenue growth or segment-related revenue growth as determined in accordance with GAAP. Refer to additional information at the end of this release regarding certain supplemental non-GAAP revenue disclosures.
(3) The Company revised its gross margin outlook to reflect higher-than-anticipated revenue from Pioneer Power, whose current gross margin profile differs from Limbach’s.
(4) Free cash flow is defined as cash flow from operating activities excluding changes in working minus capital expenditures (excluding investment in rental equipment).
With respect to projected 2025 Adjusted EBITDA guidance and Adjusted EBITDA Margin (and the assumptions underlying those projections), a quantitative reconciliation is not available without unreasonable efforts due to the high variability, complexity and low visibility with respect to certain items, which are excluded from Adjusted EBITDA (and components that go into the calculation of Adjusted EBITDA). The Company expects the variability of these items to have a potentially unpredictable, and potentially significant, impact on future financial results. During the period, the Company refined certain underlying assumptions used to model its 2025 guidance to better reflect current market conditions, project timing, and operational performance trends. These updates influence the Company’s outlook and are incorporated into the Company’s publicly issued guidance ranges for total revenue and Adjusted EBITDA.
Conference Call Details
| | | | | |
| Date: | Wednesday, November 5, 2025 |
| Time: | 9:00 a.m. Eastern Time |
| Participant Dial-In Numbers: |
| Domestic callers: | (877) 407-6176 |
| International callers: | +1 (201) 689-8451 |
Access by Webcast
The call will also be simultaneously webcast over the Internet via the “Investor Relations” section of Limbach’s website at www.limbachinc.com or by clicking on the conference call link: https://event.choruscall.com/mediaframe/webcast.html?webcastid=od8v6WY4. An audio replay of the call will be archived on Limbach’s website for 365 days.
About Limbach
Limbach is a building systems solutions firm that partners with building owners and facilities managers who have mission critical mechanical (heating, ventilation and air conditioning), electrical and plumbing infrastructure. We strive to be an indispensable partner to our customers by providing services that are essential to the operation of their businesses. We work with building owners primarily in six vertical markets: healthcare, industrial and manufacturing, data centers, life science, higher education, and cultural and entertainment. We have approximately 1,700 team members in 21 offices across the eastern United States. Our team members uniquely combine engineering expertise with field installation skills to provide custom solutions that leverage our full life-cycle capabilities, which allows us to address both the operational and capital projects needs of our customers.
Additional Information
Investors and others should note that Limbach announces material financial information to its investors using its investor relations website, U.S. Securities and Exchange Commission (the “SEC”) filings, press releases, public conference calls/videos, and webcasts. Limbach uses these channels, as well as social media, to communicate with our stockholders and the public about the Company, the Company’s services and other Company information. It is possible that the information that Limbach posts on social media could be deemed to be material information. Therefore, Limbach encourages investors, the media, and others interested in the Company to review the information posted on the social media channels listed on Limbach’s investor relations website.
Forward-Looking Statements
We make forward-looking statements in this press release within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to expectations or forecasts for future events, including, without limitation, our earnings, Adjusted EBITDA, projected EBITDA production from possible acquisitions, projected full year 2025 organic ODR revenue growth, revenues, expenses, backlog, capital expenditures or other future financial or business performance or strategies, results of operations or financial condition, timing of the recognition of backlog as revenue, the potential for recovery of cost overruns, and the ability of Limbach to successfully remedy the issues that have led to write-downs in various business units and the Company’s business being negatively affected by the health crises or outbreaks of diseases, such as epidemics or pandemics (and related impacts, such as supply chain disruptions). These statements also may include our assumptions related to our 2025 guidance of full year revenue and Adjusted EBITDA. These statements may be preceded by, followed by or include the words “may,” “might,” “will,” “will likely result,” “should,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “continue,” “target,” “goal,” or similar expressions. These forward-looking statements are based on information available to us as of the date they were made and involve a number of risks and uncertainties, which may cause them to turn out to be wrong. There may be additional risks that we consider immaterial or which are unknown. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Please refer to our most recent annual report on Form 10-K, as well as our subsequent filings on Form 10-Q and Form 8-K, which are available on the SEC’s website (www.sec.gov), for a full discussion of the risks and other factors that may impact any forward-looking statements in this press release.
Investor Relations
Financial Profiles, Inc.
Lisa Fortuna
LMB@finprofiles.com
LIMBACH HOLDINGS, INC.
Condensed Consolidated Statements of Operations (Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended
September 30, | | Nine Months Ended
September 30, |
| (in thousands, except share and per share data) | | 2025 | | 2024 | | 2025 | | 2024 |
| Revenue | | $ | 184,583 | | | $ | 133,920 | | | $ | 459,932 | | | $ | 375,131 | |
| Cost of revenue | | 139,898 | | | 97,806 | | | 338,702 | | | 274,421 | |
| Gross profit | | 44,685 | | | 36,114 | | | 121,230 | | | 100,710 | |
| Operating expenses: | | | | | | | | |
| Selling, general and administrative | | 28,330 | | | 23,748 | | | 81,480 | | | 69,800 | |
| Acquisition-related retention expense and contingent consideration | | 610 | | | 610 | | | 1,832 | | | 2,344 | |
| Amortization of intangibles | | 2,400 | | | 868 | | | 6,020 | | | 2,956 | |
| Total operating expenses | | 31,340 | | | 25,226 | | | 89,332 | | | 75,100 | |
| Operating income | | 13,345 | | | 10,888 | | | 31,898 | | | 25,610 | |
| Other (expenses) income: | | | | | | | | |
| Interest expense | | (1,223) | | | (468) | | | (2,312) | | | (1,375) | |
| Interest income | | 88 | | | 626 | | | 792 | | | 1,734 | |
| Gain on disposition of property and equipment | | 367 | | | 99 | | | 1,107 | | | 656 | |
| | | | | | | | |
| | | | | | | | |
| Loss on change in fair value of interest rate swap | | (22) | | | (267) | | | (175) | | | (130) | |
| | | | | | | | |
| Total other income | | (790) | | | (10) | | | (588) | | | 885 | |
| Income before income taxes | | 12,555 | | | 10,878 | | | 31,310 | | | 26,495 | |
| Income tax expense | | 3,767 | | | 3,394 | | | 4,546 | | | 5,462 | |
| Net income | | $ | 8,788 | | | $ | 7,484 | | | $ | 26,764 | | | $ | 21,033 | |
| | | | | | | | |
| Earnings Per Share (“EPS”) | | | | | | | | |
| Earnings per common share: | | | | | | | | |
| Basic | | $ | 0.76 | | | $ | 0.66 | | | $ | 2.32 | | | $ | 1.87 | |
| Diluted | | $ | 0.73 | | | $ | 0.62 | | | $ | 2.21 | | | $ | 1.75 | |
| Weighted average number of shares outstanding: | | | | | | | | |
| Basic | | 11,626,578 | | | 11,272,798 | | | 11,557,649 | | | 11,233,847 | |
| Diluted | | 12,107,480 | | | 12,027,021 | | | 12,090,829 | | | 11,998,750 | |
LIMBACH HOLDINGS, INC.
Condensed Consolidated Balance Sheets (Unaudited)
| | | | | | | | | | | |
| (in thousands, except share and per share data) | September 30, 2025 | | December 31, 2024 |
| ASSETS | | | |
| Current assets: | | | |
| Cash and cash equivalents | $ | 9,818 | | | $ | 44,930 | |
| Restricted cash | 65 | | | 65 | |
| Accounts receivable (net of allowance for credit losses of $410 and $387 as of September 30, 2025 and December 31, 2024, respectively) | 142,466 | | | 119,659 | |
| Contract assets | 52,672 | | | 47,549 | |
| Income tax receivable | 44 | | | — | |
| Other current assets | 11,754 | | | 8,131 | |
| Total current assets | 216,819 | | | 220,334 | |
| | | |
| Property and equipment, net | 45,938 | | | 30,126 | |
| Intangible assets, net | 51,495 | | | 41,228 | |
| Goodwill | 69,745 | | | 33,034 | |
| Operating lease right-of-use assets | 20,758 | | | 21,539 | |
| Deferred tax asset | 4,057 | | | 5,531 | |
| Other assets | 305 | | | 337 | |
| Total assets | $ | 409,117 | | | $ | 352,129 | |
| | | |
| LIABILITIES | | | |
| Current liabilities: | | | |
| Current portion of long-term debt | $ | 5,255 | | | $ | 3,314 | |
| Current operating lease liabilities | 4,284 | | | 4,093 | |
| Accounts payable, including retainage | 65,912 | | | 60,814 | |
| Contract liabilities | 37,272 | | | 44,519 | |
| Accrued income taxes | — | | | 1,470 | |
| Accrued expenses and other current liabilities | 38,507 | | | 36,827 | |
| Total current liabilities | 151,230 | | | 151,037 | |
| Long-term debt | 56,275 | | | 23,554 | |
| Long-term operating lease liabilities | 16,938 | | | 17,766 | |
| Other long-term liabilities | 3,112 | | | 6,281 | |
| Total liabilities | 227,555 | | | 198,638 | |
| | | |
| STOCKHOLDERS’ EQUITY | | | |
Common stock, $0.0001 par value; 100,000,000 shares authorized, issued 11,806,466 and 11,452,753, respectively, and 11,626,814 and 11,273,101 outstanding, respectively | 1 | | | 1 | |
| Additional paid-in capital | 95,536 | | | 94,229 | |
| Treasury stock, at cost (179,652 shares at both period ends) | (2,000) | | | (2,000) | |
| Retained earnings | 88,025 | | | 61,261 | |
| Total stockholders’ equity | 181,562 | | | 153,491 | |
| Total liabilities and stockholders’ equity | $ | 409,117 | | | $ | 352,129 | |
LIMBACH HOLDINGS, INC.
Condensed Consolidated Statements of Cash Flows (Unaudited) | | | | | | | | | | | |
| Nine Months Ended
September 30, |
| (in thousands) | 2025 | | 2024 |
| Cash flows from operating activities: | | | |
| Net income | $ | 26,764 | | | $ | 21,033 | |
| Adjustments to reconcile net income to cash provided by operating activities: | | | |
| Depreciation and amortization | 13,058 | | | 8,261 | |
| Provision for credit losses | 352 | | | 159 | |
| Non-cash stock-based compensation expense | 5,216 | | | 4,323 | |
| Non-cash operating lease expense | 3,021 | | | 3,092 | |
| Amortization of debt issuance costs | 37 | | | 32 | |
| Deferred income tax provision | 1,474 | | | (439) | |
| Gain on sale of property and equipment | (1,107) | | | (656) | |
| Change in fair value of contingent consideration | 1,512 | | | 2,344 | |
| | | |
| Loss on change in fair value of interest rate swap | 175 | | | 130 | |
| Changes in operating assets and liabilities: | | | |
| Accounts receivable | (4,743) | | | 4,283 | |
| Contract assets | (1,041) | | | (1,115) | |
| Other current assets | (3,565) | | | (395) | |
| Accounts payable, including retainage | (2,972) | | | (18,418) | |
| Prepaid income taxes | (44) | | | — | |
| Accrued taxes payable | (1,470) | | | 1,311 | |
| Contract liabilities | (13,753) | | | 10 | |
| Operating lease liabilities | (2,964) | | | (2,895) | |
| Accrued expenses and other current liabilities | (1,375) | | | (1,446) | |
| Payment of contingent consideration liability in excess of acquisition-date fair value | (711) | | | (2,175) | |
| Other long-term liabilities | (293) | | | 55 | |
| Net cash provided by operating activities | 17,571 | | | 17,494 | |
| Cash flows from investing activities: | | | |
| Pioneer Power Transaction, net of cash acquired | (65,651) | | | — | |
| Kent Island Transaction, net of cash acquired | — | | | (12,716) | |
| Consolidated Mechanical Transaction, measurement period adjustment | (3) | | | — | |
| Proceeds from sale of property and equipment | 1,305 | | | 1,171 | |
| Advances from joint ventures | — | | | 7 | |
| Purchase of property and equipment | (3,556) | | | (6,187) | |
| Net cash used in investing activities | (67,905) | | | (17,725) | |
| Cash flows from financing activities: | | | |
| | | |
| Payments on Wintrust Revolving Loan | (17,347) | | | — | |
| Proceeds from Wintrust Revolving Loan | 41,848 | | | — | |
| | | |
| | | |
| | | |
| | | |
| | | |
| Payments of debt issuance costs | (168) | | | — | |
| | | |
| Payment of contingent consideration liability up to acquisition-date fair value | (2,289) | | | (1,325) | |
| Payments on finance leases | (3,052) | | | (2,296) | |
| | | | | | | | | | | |
| Proceeds from the sale of shares to cover employee taxes | 6,344 | | | — | |
| Taxes paid related to net-share settlement of equity awards | (10,684) | | | (5,187) | |
| Proceeds from contributions to Employee Stock Purchase Plan | 570 | | | 369 | |
| Net cash provided by (used in) financing activities | 15,222 | | | (8,439) | |
| Decrease in cash, cash equivalents and restricted cash | (35,112) | | | (8,670) | |
| Cash, cash equivalents and restricted cash, beginning of period | 44,995 | | | 59,898 | |
| Cash, cash equivalents and restricted cash, end of period | $ | 9,883 | | | $ | 51,228 | |
| Supplemental disclosures of cash flow information | | | |
| Noncash investing and financing transactions: | | | |
| Kent Island Transaction, measurement period adjustment | $ | (94) | | | $ | — | |
| Earnout liability associated with the Kent Island Transaction | — | | | 4,381 | |
| Right of use assets obtained in exchange for new operating lease liabilities | 2,317 | | | 4,776 | |
| Right of use assets obtained in exchange for new finance lease liabilities | 13,475 | | | 3,095 | |
| | | |
| Right of use assets disposed or adjusted modifying finance lease liabilities | — | | | 988 | |
| Interest paid | 2,327 | | | 1,413 | |
| Cash paid for income taxes | $ | 4,663 | | | $ | 4,700 | |
LIMBACH HOLDINGS, INC.
Condensed Consolidated Segment Operating Results (Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Increase/(Decrease) |
| (in thousands, except for percentages) | 2025 | | 2024 | | $ | | % |
| Statement of Operations Data: | | | | | | | | | | | |
| Revenue: | | | | | | | | | | | |
| ODR | $ | 141,382 | | | 76.6 | % | | $ | 93,007 | | | 69.4 | % | | $ | 48,375 | | | 52.0 | % |
| GCR | 43,201 | | | 23.4 | % | | 40,913 | | | 30.6 | % | | 2,288 | | | 5.6 | % |
| Total revenue | 184,583 | | | 100.0 | % | | 133,920 | | | 100.0 | % | | 50,663 | | | 37.8 | % |
| | | | | | | | | | | |
| Gross profit: | | | | | | | | | | | |
ODR(1) | 35,679 | | | 25.2 | % | | 29,647 | | | 31.9 | % | | 6,032 | | | 20.3 | % |
GCR(2) | 9,006 | | | 20.8 | % | | 6,467 | | | 15.8 | % | | 2,539 | | | 39.3 | % |
| Total gross profit | 44,685 | | | 24.2 | % | | 36,114 | | | 27.0 | % | | 8,571 | | | 23.7 | % |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Selling, general and administrative(3) | 28,330 | | | 15.3 | % | | 23,748 | | | 17.7 | % | | 4,582 | | | 19.3 | % |
| | | | | | | | | | | |
| Acquisition-related retention expense and contingent consideration | 610 | | | 0.3 | % | | 610 | | | 0.5 | % | | — | | | — | % |
| Amortization of intangibles | 2,400 | | | 1.3 | % | | 868 | | | 0.6 | % | | 1,532 | | | 176.5 | % |
| Total operating income | $ | 13,345 | | | 7.2 | % | | $ | 10,888 | | | 8.1 | % | | $ | 2,457 | | | 22.6 | % |
| | | | | | | | | | | |
(1)As a percentage of ODR revenue.
(2)As a percentage of GCR revenue.
(3)Included within selling, general and administrative expenses was $1.9 million and $1.6 million of non-cash stock-based compensation expense for the three months ended September 30, 2025 and 2024, respectively.
LIMBACH HOLDINGS, INC.
Condensed Consolidated Segment Operating Results (Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Nine Months Ended September 30, | | Increase/(Decrease) |
| (in thousands, except for percentages) | 2025 | | 2024 | | $ | | % |
| Statement of Operations Data: | | | | | | | | | | | |
| Revenue: | | | | | | | | | | | |
| ODR | $ | 340,723 | | | 74.1 | % | | $ | 250,017 | | | 66.6 | % | | $ | 90,706 | | | 36.3 | % |
| GCR | 119,209 | | | 25.9 | % | | 125,114 | | | 33.4 | % | | (5,905) | | | (4.7) | % |
| Total revenue | 459,932 | | | 100.0 | % | | 375,131 | | | 100.0 | % | | 84,801 | | | 22.6 | % |
| | | | | | | | | | | |
| Gross profit: | | | | | | | | | | | |
ODR(1) | 93,429 | | | 27.4 | % | | 77,170 | | | 30.9 | % | | 16,259 | | | 21.1 | % |
GCR(2) | 27,801 | | | 23.3 | % | | 23,540 | | | 18.8 | % | | 4,261 | | | 18.1 | % |
| Total gross profit | 121,230 | | | 26.4 | % | | 100,710 | | | 26.8 | % | | 20,520 | | | 20.4 | % |
| | | | | | | | | | | |
Selling, general and administrative(3) | 81,480 | | | 17.7 | % | | 69,800 | | | 18.6 | % | | 11,680 | | | 16.7 | % |
| Acquisition-related retention expense and contingent consideration | 1,832 | | | 0.4 | % | | 2,344 | | | 0.6 | % | | (512) | | | (21.8) | % |
| Amortization of intangibles | 6,020 | | | 1.3 | % | | 2,956 | | | 0.8 | % | | 3,064 | | | 103.7 | % |
| Total operating income | $ | 31,898 | | | 6.9 | % | | $ | 25,610 | | | 6.8 | % | | $ | 6,288 | | | 24.6 | % |
| | | | | | | | | | | |
(1)As a percentage of ODR revenue.
(2)As a percentage of GCR revenue.
(3)Included within selling, general and administrative expenses was $5.2 million and $4.3 million of non-cash stock-based compensation expense for the nine months ended September 30, 2025 and 2024, respectively.
Non-GAAP Financial Measures
In assessing the performance of our business, management utilizes a variety of financial and performance measures. The key measures are Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income and Adjusted Diluted Earnings per Share, which are non-GAAP financial measures.
Adjusted EBITDA and Adjusted EBITDA Margin
We define Adjusted EBITDA as net income plus depreciation and amortization expense, interest expense, and taxes, as further adjusted to eliminate the impact of, when applicable, other non-cash items or expenses that are unusual or non-recurring that we believe do not reflect our core operating results. We define Adjusted EBITDA Margin as Adjusted EBITDA divided by total revenue. Our board of directors and executive management team focus on Adjusted EBITDA and Adjusted EBITDA Margin as two of our key performance and compensation measures. Adjusted EBITDA and Adjusted EBITDA Margin assists us in comparing our performance over various reporting periods on a consistent basis because it removes from our operating results the impact of certain items that do not necessarily reflect our core operations. We believe that Adjusted EBITDA and Adjusted EBITDA Margin are meaningful to our investors to enhance their understanding of our financial performance for the current period and our ability to generate cash flows from operations that are available for taxes, capital expenditures and debt service.
Adjusted Net Income and Adjusted Diluted Earnings per Share
We define Adjusted Net Income as net income, adjusted to exclude certain items that do not reflect our core operating performance, such as amortization of intangible assets, stock-based compensation, restructuring charges, the change in fair value of contingent consideration, acquisition and other transaction costs and the net tax effect of reconciling items, as further adjusted to eliminate the impact of, when applicable, other non-cash or expenses that are unusual or non-recurring. We define Adjusted Diluted Earnings per Share as Adjusted Net Income divided by the weighted average diluted shares outstanding. We believe Adjusted Net Income and Adjusted Diluted Earnings per Share are useful to investors as we use these metrics to assist with strategic decision making, forecasting future results, and evaluating current performance.
We understand that these non-GAAP financial measures are frequently used by securities analysts, investors and other interested parties as a measure of financial performance and to compare our performance with the performance of other companies that report Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income and Adjusted Diluted Earnings per Share. Our calculations of these non-GAAP measures, however, may not be comparable to similarly titled measures reported by other companies. When assessing our operating performance, investors and others should not consider this data in isolation or as a substitute for net income calculated in accordance with GAAP. Further, the results presented by Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income and Adjusted Diluted Earnings per Share cannot be achieved without incurring the costs that the measure excludes. A reconciliation of net income to Adjusted EBITDA and net income to Adjusted Net Income, the most comparable GAAP measures, are provided below.
We refer to our estimated revenue on uncompleted contracts, including the amount of revenue on contracts for which work has not begun, less the revenue we have recognized under such contracts, as “backlog.” Backlog includes unexercised contract options.
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Reconciliation of Net Income to Adjusted EBITDA (unaudited) | | | | | | |
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| Three Months Ended
September 30, | | Nine Months Ended
September 30, |
| (in thousands) | 2025 | | 2024 | | 2025 | | 2024 |
| Net income | $ | 8,788 | | | $ | 7,484 | | | $ | 26,764 | | | $ | 21,033 | |
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| Adjustments: | | | | | | | |
| Depreciation and amortization | 5,063 | | | 2,741 | | | 13,058 | | | 8,261 | |
| Interest expense | 1,223 | | | 468 | | | 2,312 | | | 1,375 | |
| Interest income | (88) | | | (626) | | | (792) | | | (1,734) | |
| Stock-based compensation expense | 1,980 | | | 1,603 | | | 5,634 | | | 4,323 | |
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| Change in fair value of interest rate swap | 22 | | | 267 | | | 175 | | | 130 | |
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| Income tax provision | 3,767 | | | 3,394 | | | 4,546 | | | 5,462 | |
| Acquisition and other transaction costs | 137 | | | 826 | | | 659 | | | 877 | |
| Acquisition-related retention expense and contingent consideration | 610 | | | 610 | | | 1,832 | | | 2,344 | |
Restructuring costs(1) | 263 | | | 565 | | | 397 | | | 827 | |
| Adjusted EBITDA | $ | 21,765 | | | $ | 17,332 | | | $ | 54,585 | | | $ | 42,898 | |
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| Revenue | $ | 184,583 | | | $ | 133,920 | | | $ | 459,932 | | | $ | 375,131 | |
| Adjusted EBITDA Margin | 11.8 | % | | 12.9 | % | | 11.9 | % | | 11.4 | % |
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(1)For the three and nine months ended September 30, 2025 and 2024, the majority of the restructuring costs related to our Southern California and Eastern Pennsylvania branches.
Reconciliation to Adjusted Net Income and Adjusted Diluted Earnings Per Share (unaudited)
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| Three Months Ended September 30, | | Nine Months Ended September 30, |
| (in thousands, except share and per share amounts) | 2025 | | 2024 | | 2025 | | 2024 |
| Net income and diluted earnings per share | $ | 8,788 | | $ | 0.73 | | | $ | 7,484 | | $ | 0.62 | | | $ | 26,764 | | $ | 2.21 | | | $ | 21,033 | | $ | 1.75 | |
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| Pre-tax Adjustments: | | | | | | | | | | | | | | | |
| Amortization of acquisition-related intangible assets | 2,400 | | 0.20 | | | 868 | | | 0.07 | | | 6,020 | | 0.50 | | | 2,956 | | 0.25 | |
| Stock-based compensation expense | 1,980 | | 0.16 | | | 1,603 | | 0.13 | | | 5,634 | | 0.47 | | | 4,323 | | 0.36 | |
| Change in fair value of interest rate swap | 22 | | — | | | 267 | | 0.02 | | | 175 | | 0.01 | | | 130 | | 0.01 | |
Restructuring costs(1) | 263 | | 0.02 | | | 565 | | 0.05 | | | 397 | | 0.03 | | | 827 | | 0.07 | |
| Acquisition-related retention expense and contingent consideration | 610 | | 0.05 | | | 610 | | 0.05 | | | 1,832 | | 0.14 | | | 2,344 | | 0.21 | |
| Acquisition and other transaction costs | 137 | | 0.01 | | | 826 | | 0.07 | | | 659 | | 0.06 | | | 877 | | 0.07 | |
Tax effect of reconciling items(2) | (1,461) | | (0.12) | | | (1,280) | | (0.10) | | | (3,974) | | (0.32) | | | (3,093) | | (0.26) | |
| Adjusted net income and adjusted diluted earnings per share | $ | 12,739 | | $ | 1.05 | | | $ | 10,943 | | $ | 0.91 | | | $ | 37,507 | | $ | 3.10 | | | $ | 29,397 | | $ | 2.46 | |
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| Weighted average number of shares outstanding: Diluted | | | 12,107,480 | | | | | 12,027,021 | | | | | 12,090,829 | | | | | 11,998,750 | |
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(1) For the three and nine months ended September 30, 2025 and 2024, the majority of the restructuring costs related to our Southern California and Eastern Pennsylvania branches.
(2) The tax effect of reconciling items was calculated using a statutory tax rate of 27%.
Supplemental Revenue Disclosures
Organic and acquisition-related revenue are not defined under GAAP and may not be comparable to similarly-titled measures used by other companies and should not be considered a substitute for revenue as determined in accordance with GAAP. Management believes these non-GAAP measures provide useful information to investors by highlighting the underlying growth trends of the Company’s existing operations, separate from the effects of recent acquisitions. Organic revenue growth reflects the change in revenue from the Company’s continuing operations excluding the impact of acquisitions, while acquisition-related revenue represents the incremental contribution from businesses acquired during the twelve month period following the date of acquisition. These measures are intended to enhance investors’ understanding of the Company’s performance and trends over time, and should be considered in conjunction with, but not as a substitute for, GAAP revenue.
The following are reconciliations of reported revenue to organic / acquisition-related revenue for the three and nine months ended September 30, 2025, compared to revenue for the three and nine months ended September 30, 2024:
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| (in thousands except for percentages) | ODR | % | GCR | % | Total Revenue | % |
Revenue: Three months ended
September 30, 2024 | $ | 93,007 | | | $ | 40,913 | | | $ | 133,920 | | |
| Components of revenue change: | | | | | | |
| Organic revenue growth (decline) | 11,316 | | 12.2 | % | (7,991) | | (19.5) | % | 3,325 | | 2.5 | % |
Acquisition-related revenue(1) | 37,059 | | 39.8 | % | 10,279 | | 25.1 | % | 47,338 | | 35.3 | % |
Revenue: Three months ended
September 30, 2025 | $ | 141,382 | | 52.0 | % | $ | 43,201 | | 5.6 | % | $ | 184,583 | | 37.8 | % |
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| (in thousands except for percentages) | ODR | % | GCR | % | Total Revenue | % |
Revenue: Nine months ended
September 30, 2024 | $ | 250,017 | | | $ | 125,114 | | | $ | 375,131 | | |
| Components of revenue change: | | | | | | |
| Organic revenue growth (decline) | 35,944 | | 14.4 | % | (27,271) | | (21.8) | % | 8,673 | | 2.3 | % |
Acquisition-related revenue(1) | 54,762 | | 21.9 | % | 21,366 | | 17.1 | % | 76,128 | | 20.3 | % |
Revenue: Nine months ended
September 30, 2025 | $ | 340,723 | | 36.3 | % | $ | 119,209 | | (4.7) | % | $ | 459,932 | | 22.6 | % |
(1) Acquisition-related revenue reflects revenue attributable to the Pioneer Power, Consolidated Mechanical and Kent Island acquisitions. The Company has provided an estimate of Kent Island's revenue for the three and nine months ended September 30, 2025 as the acquired operations were integrated into an existing branch of the Company for which separate financial results are not maintained.
