8-K
Limbach Holdings, Inc. (LMB)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 2, 2026
LIMBACH HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36541 | 46-5399422 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
797 Commonwealth Drive, Warrendale, Pennsylvania 15086
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (412) 359-2100
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common stock, $0.0001 par value | LMB | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 2.02 | Results of Operations and Financial Condition. |
|---|
On March 2, 2026, Limbach Holdings, Inc. (the “Company”) issued a press release dated the same date announcing its financial results for its year ended December 31, 2025. We have furnished a copy of this release as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 7.01 | Regulation FD Disclosure. |
|---|
The Company is furnishing presentation materials (the “Investor Presentation”) that management intends to use, possibly with modifications, in one or more meetings from time to time with current and potential investors. The Investor Presentation includes an update on the Company’s current operations and major projects, as well as information relating to the Company’s strategic plans, goals, growth initiatives and outlook, and forecasts for future performance and industry development.
The foregoing description of the Investor Presentation does not purport to be complete and is qualified in its entirety by reference to the complete text of the Investor Presentation attached as Exhibit 99.2 to this Current Report on Form 8-K.
The information contained in the Investor Presentation is summary information that should be considered in the context of the Company’s filings with the Securities and Exchange Commission and other public announcements the Company may make by press release or otherwise from time to time. The Investor Presentation speaks as of the date of this report. While the Company may elect to update the Investor Presentation in the future to reflect events and circumstances occurring or existing after the date of this report, the Company specifically disclaims any obligation to do so.
By furnishing the portions of this Current Report on Form 8-K that are disclosed under this Item 7.01 and the Investor Presentation that is an exhibit hereto, the Company makes no admission as to the materiality of any information included under this Item 7.01, including without limitation the Investor Presentation. The Investor Presentation contains forward-looking statements. See Page 2 of the Investor Presentation for a discussion of certain forward-looking statements that are included therein and the risks and uncertainties related thereto.
The information in this Item 7.01 of this Current Report on Form 8-K and Exhibit 99.2 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Earnings Press Release for the fourth quarter 2025 and year ended December 31, 2025 |
| 99.2 | Investor Presentation |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LIMBACH HOLDINGS, INC. | |
|---|---|
| By: | /s/ Jayme L. Brooks |
| Name: Jayme L. Brooks | |
| Title: Executive Vice President and Chief Financial Officer |
Dated: March 2, 2026
Document
FOR IMMEDIATE RELEASE
Limbach Holdings, Inc. Reports Fourth Quarter and Full Year 2025 Results
Delivered FY2025 Record Revenue, Net Income and Adjusted EBITDA
WARRENDALE, PA – March 2, 2026 – Limbach Holdings, Inc. (Nasdaq: LMB) (“Limbach” or the “Company”), a building systems solutions firm that partners with building owners and operators who have mission-critical mechanical, electrical, plumbing, and controls (“MEPC”) systems, today announced its financial results for the quarter and year ended December 31, 2025.
Fourth Quarter 2025 Highlights Compared to Fourth Quarter 2024
•Total revenue increased 30.1% to a record $186.9 million compared to $143.7 million
•Owner Direct Relationships (“ODR”) revenue increased 51.8% to $145.0 million accounting for 77.6% of total revenue; ODR organic revenue growth was 23.9%
•Record net income of $12.3 million, or $1.02 per diluted share, compared to net income of $9.8 million, or $0.82 per diluted share
•Adjusted net income of $16.9 million, or $1.40 per adjusted diluted earnings per share, compared to adjusted net income of $13.8 million, or $1.15 per adjusted diluted earnings per share
•Record adjusted EBITDA of $27.2 million, up 30.8% from $20.8 million
•Announced a $50 million share repurchase program authorization
Full Year 2025 Highlights Compared to Full Year 2024
•Total revenue increased 24.7% to a record $646.8 million compared to $518.8 million; with organic revenue growth of 3.6%
•ODR revenue increased 40.6% to $485.7 million accounting for 75.1% of total revenue; ODR organic revenue growth was 17.0%
•Record full-year net income of $39.1 million, or $3.23 per diluted share, compared to $30.9 million, or $2.57 per diluted share
•Adjusted net income of $54.5 million, or $4.51 per adjusted diluted earnings per share, compared to adjusted net income of $43.2 million, or $3.60 per adjusted diluted earnings per share
•Record full-year adjusted EBITDA of $81.8 million, up 28.4% from $63.7 million
•Completed strategic acquisition of Pioneer Power, LLC (“Pioneer Power”)
Management Comments
“Limbach delivered record performance across multiple key metrics in 2025, including a return to significant top-line growth for the first time since 2020 as we continued our transition of the business to an ODR‑focused model,” said Mike McCann, President and Chief Executive Officer of Limbach. “We ended the year with ODR representing approximately 75% of revenue, achieving our stated target.
“During the year, we completed the acquisition of Pioneer Power, expanding our geographic reach to the Upper Midwest and enhancing our competitive positioning in key verticals, particularly within the industrial and manufacturing sector. The integration of Pioneer Power is progressing ahead of our expectations. We are now focusing on margin improvement, a critical component of our value creation model and part of our proven integration playbook.
“We continued to invest in our sales organization to pursue national accounts while maintaining strong local execution. This includes a focused effort to expand nationally across mission‑critical end markets, with particular emphasis on healthcare, large-scale data center infrastructure, and industrial and manufacturing, where sophisticated enterprise customers value technical depth, reliability, and disciplined direct engagement.
“With our strong balance sheet and durable business model, we believe we are well positioned to execute our growth strategy and become a leading long-term partner to building owners with mission critical systems. As we approach our 125th anniversary during 2026, we expect continued momentum. Our key strategic priorities for the year include driving ODR organic revenue growth, expanding margins through more evolved customer solutions, and executing disciplined capital allocation while scaling the business through acquisitions.”
The following are results for the three months ended December 31, 2025, compared to the three months ended December 31, 2024:
•Total revenue increased 30.1%, or $43.2 million, to $186.9 million from $143.7 million. The increase was primarily attributable to the acquisition of Pioneer Power. Of the total increase, acquisition-related revenue represented 22.9% of the increase, or $33.0 million, and organic revenue represented 7.1%, or $10.3 million.
◦ODR segment revenue increased 51.8%, or $49.5 million, to $145.0 million. Acquisition-related revenue represented 27.9% of the increase, or $26.6 million, while organic revenue represented 23.9%, or $22.8 million.
◦General Contractor Relationships (“GCR”) segment revenue decreased 13.0%, or $6.3 million, to $41.9 million. Organic revenue decreased 26.1%, or $12.6 million, as the Company continued its strategic focus on ODR, partially offset by a 13.1%, or $6.3 million increase in acquisition-related revenue.
•Total gross profit increased 10.4% to $48.1 million compared to $43.6 million. Total gross margin of 25.7% decreased from 30.3%.
◦ ODR gross profit increased 19.1%, or $5.8 million, from $30.6 million to $36.4 million while gross margin decreased from 32.1% to 25.1%, primarily due to the impact of Pioneer Power. Management is focused on improving Pioneer Power’s gross margin to align with the Company’s broader operating model as part of its value creation strategy for acquisitions. Gross margin improvement at Pioneer Power is expected throughout 2026 as the Company continues to further execute its value creation playbook.
◦ GCR gross profit decreased 10.2%, or $1.3 million, from $13.0 million to $11.6 million, primarily due to lower segment revenue; however, gross margin increased from 26.9% to 27.8% driven by the Company’s selective focus on higher quality projects.
•Selling, general and administrative (“SG&A”) expense increased by approximately $0.6 million to $28.0 million, compared to $27.4 million in the prior year period. The increase was primarily driven by $2.6 million of SG&A expenses associated with the acquired entities (Consolidated Mechanical, LLC (“Consolidated Mechanical”) and Pioneer Power), primarily offset by a decrease in payroll-related expenses within the Company’s existing business. SG&A expense as a percentage of revenue decreased to 15.0% compared to 19.1%, primarily due to increased revenue from the Pioneer Power acquisition.
•Interest expense was $0.8 million, an increase of $0.3 million, compared to $0.5 million in the prior year period. The increase in interest expense was driven by higher borrowings under the Company’s revolving credit facility to partially finance the Pioneer Power acquisition, as well as higher financing costs associated with a larger vehicle fleet.
•Interest income was less than $0.1 million compared to $0.5 million in the prior year quarter. This decrease was related to reduced cash and cash equivalent balances and lower yields on investments.
•Net income increased 25.0% to $12.3 million compared to $9.8 million. Diluted earnings per share was $1.02 compared to $0.82.
•Adjusted net income increased 22.6% to $16.9 million compared to $13.8 million. Adjusted diluted earnings per share was $1.40 compared to $1.15.
•Adjusted EBITDA increased 30.8% to $27.2 million compared to $20.8 million.
•Net cash provided by operating activities was $28.1 million compared to $19.3 million.
The following are results for the year ended December 31, 2025, compared to the year ended December 31, 2024:
•Total revenue increased 24.7%, or $128.0 million, from $518.8 million to $646.8 million. The increase was primarily attributable to the acquisitions of Pioneer Power, Consolidated Mechanical and Kent Island Mechanical, LLC (“Kent Island”). Of the total increase, acquisition-related revenue represented 21.0% of the increase, or $109.1 million, and organic revenue represented 3.6% of the increase, or $18.9 million.
◦ODR segment revenue increased 40.6%, or $140.2 million, to $485.7 million. Acquisition-related revenue represented 23.6% of the increase, or $81.4 million, while organic revenue represented 17.0% of the increase, or $58.8 million.
◦GCR segment revenue decreased 7.0%, or $12.2 million, to $161.1 million. Organic revenue decreased 23.0%, or $39.9 million, as the Company continued its strategic focus on ODR, partially offset by a 16.0%, or $27.7 million, increase in acquisition-related revenue.
•Total gross profit increased 17.4% to $169.3 million compared to $144.3 million. Total gross margin of 26.2% decreased from 27.8% in 2024.
◦ ODR gross profit increased 20.5%, or $22.1 million, from $107.8 million to $129.9 million on higher revenue while gross margin decreased from 31.2% to 26.7%, primarily due to the impact of Pioneer Power’s lower gross margin, as well as ODR-related project write-ups recognized in 2024 that did not recur in 2025.
◦ GCR gross profit increased 8.0%, or $2.9 million, from $36.5 million to $39.4 million, and gross margin increased to 24.5% from 21.1% driven by the Company’s intentional focus on higher quality projects.
•SG&A expense increased by $12.3 million to $109.5 million, compared to $97.2 million in the prior year period. The increase in total SG&A was primarily driven by $9.3 million of SG&A expenses associated with the acquisitions of Pioneer Power, Consolidated Mechanical and Kent Island. SG&A attributable to the existing business increased $3.0 million primarily due to a $1.2 million increase in non-cash stock-based compensation expenses and a $1.1 million increase in bad debt expense associated with the write-off of certain customer receivables that were deemed uncollectible. SG&A expense as a percentage of revenue decreased to 16.9% compared to 18.7%, primarily due to increased revenue from the Pioneer Power acquisition.
•Interest expense was $3.1 million, an increase of $1.3 million, compared to $1.9 million. The increase in interest expense was driven by higher borrowings under the Company’s revolving credit facility to partially finance the Pioneer Power acquisition, as well as higher financing costs associated with a larger vehicle fleet.
•Interest income was $0.8 million, a decrease of $1.4 million, compared to $2.2 million. This decrease was related to reduced cash and cash equivalent balances and lower yields on investments.
•Net income increased 26.5% to $39.1 million from $30.9 million. Diluted earnings per share was $3.23 compared to $2.57 in the prior year.
•Adjusted net income increased 26.0% to $54.5 million compared to $43.2 million. Adjusted diluted earnings per share was $4.51 compared to $3.60.
•Adjusted EBITDA increased 28.4% to $81.8 million compared to $63.7 million.
•Net cash provided by operating activities was $45.7 million compared to $36.8 million in the prior year, primarily due to the acquisitions of Pioneer Power, Consolidated Mechanical and Kent Island.
Balance Sheet
At December 31, 2025, cash and cash equivalents were $11.3 million. Current assets were $195.0 million and current liabilities were $135.1 million, representing a current ratio of 1.44x compared to 1.46x at December 31, 2024. At December 31, 2025, the Company had $10.0 million drawn under its revolving credit facility and $5.1 million drawn under its standby letters of credit.
2026 Guidance
The Company is providing its full year 2026 guidance, as summarized in the table below:
| Revenue | $730 million - $760 million |
|---|---|
| Adjusted EBITDA | $90 million - $94 million |
| Assumptions: | |
| Total organic revenue growth(1) | 4 - 8% |
| ODR revenue as a percentage of total revenue | 75 - 80% |
| ODR organic revenue growth(1) | 9 - 12% |
| Gross margin percentage | 26 - 27% |
| SG&A expense as a percentage of total revenue | 15 - 17% |
| Free cash flow(2) | 75% of Adjusted EBITDA |
(1) 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 non-GAAP supplemental revenue disclosures.
(2) Free cash flow is defined as cash flow from operating activities excluding changes in working capital minus capital expenditures (excluding investment in rental equipment).
With respect to projected 2026 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.
Conference Call Details
Date: Tuesday, March 3, 2026
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 https://www.limbachinc.com or by clicking on the conference call link: https://event.choruscall.com/mediaframe/webcast.html?webcastid=LnURlC1E. 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 designs, delivers, and maintains mechanical (heating, ventilation, and air conditioning), electrical, plumbing, and controls (“MEPC”) systems that support life’s most important moments. We partner 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. With approximately 1,500 team members across 21 offices throughout the Eastern and Midwestern regions of the United States, we strive to be an indispensable partner by combining our national capabilities with strong local execution and talent to deliver proactive, safe, and reliable solutions for complex facilities. Operating on a connected platform, we integrate 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.
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 2026 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-IR@limbachinc.com
LIMBACH HOLDINGS, INC.
Consolidated Statements of Operations
| (in thousands, except share and per share data) | (Unaudited)<br>For the Quarter Ended December 31, | For the Years Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Revenue | $ | 186,872 | $ | 143,650 | $ | 646,804 | $ | 518,781 | ||||
| Cost of revenue | 138,788 | 100,079 | 477,490 | 374,500 | ||||||||
| Gross profit | 48,084 | 43,571 | 169,314 | 144,281 | ||||||||
| Operating expenses: | ||||||||||||
| Selling, general and administrative | 28,038 | 27,399 | 109,518 | 97,199 | ||||||||
| Acquisition-related retention expense and contingent consideration | 153 | 1,426 | 1,985 | 3,770 | ||||||||
| Amortization of intangibles | 2,337 | 1,732 | 8,357 | 4,688 | ||||||||
| Total operating expenses | 30,528 | 30,557 | 119,860 | 105,657 | ||||||||
| Operating income | 17,556 | 13,014 | 49,454 | 38,624 | ||||||||
| Other (expenses) income: | ||||||||||||
| Interest expense | (821) | (494) | (3,133) | (1,869) | ||||||||
| Interest income | 23 | 493 | 815 | 2,227 | ||||||||
| (Loss) gain on change in fair value of interest swap | (16) | 164 | (191) | 34 | ||||||||
| Gain on disposition of property and equipment | 577 | 294 | 1,684 | 950 | ||||||||
| Total other (expenses) income | (237) | 457 | (825) | 1,342 | ||||||||
| Income before income taxes | 17,319 | 13,471 | 48,629 | 39,966 | ||||||||
| Income tax provision | 5,019 | 3,629 | 9,565 | 9,091 | ||||||||
| Net income | $ | 12,300 | $ | 9,842 | $ | 39,064 | $ | 30,875 | ||||
| Earnings Per Share (“EPS”) | ||||||||||||
| Net income per share: | ||||||||||||
| Basic | $ | 1.06 | $ | 0.87 | $ | 3.37 | $ | 2.75 | ||||
| Diluted | $ | 1.02 | $ | 0.82 | $ | 3.23 | $ | 2.57 | ||||
| Weighted average number of shares outstanding: | ||||||||||||
| Basic | 11,626,814 | 11,273,101 | 11,575,083 | 11,243,714 | ||||||||
| Diluted | 12,078,214 | 12,066,569 | 12,079,583 | 12,027,398 |
LIMBACH HOLDINGS, INC.
Consolidated Balance Sheets
| As of December 31, | ||||
|---|---|---|---|---|
| (in thousands, except share data) | 2025 | 2024 | ||
| ASSETS | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ | 11,345 | $ | 44,930 |
| Restricted cash | 65 | 65 | ||
| Accounts receivable (net of allowance for credit losses of $396 and $387, respectively) | 133,205 | 119,659 | ||
| Contract assets, net | 45,467 | 47,549 | ||
| Advances to and equity in joint ventures, net | 5 | 5 | ||
| Other current assets | 4,962 | 8,126 | ||
| Total current assets | 195,049 | 220,334 | ||
| Property and equipment, net | 43,309 | 30,126 | ||
| Intangible assets, net | 49,187 | 41,228 | ||
| Goodwill | 70,600 | 33,034 | ||
| Operating lease right-of-use assets | 19,792 | 21,539 | ||
| Deferred tax asset | 2,917 | 5,531 | ||
| Other assets | 276 | 337 | ||
| Total assets | $ | 381,130 | $ | 352,129 |
| LIABILITIES | ||||
| Current liabilities: | ||||
| Current portion of long-term debt | $ | 5,031 | $ | 3,314 |
| Current operating lease liabilities | 4,379 | 4,093 | ||
| Accounts payable, including retainage | 74,172 | 60,814 | ||
| Contract liabilities, net | 20,936 | 44,519 | ||
| Accrued income taxes | 1,152 | 1,470 | ||
| Accrued expenses and other current liabilities | 29,416 | 36,827 | ||
| Total current liabilities | 135,086 | 151,037 | ||
| Long-term debt | 30,536 | 23,554 | ||
| Long-term operating lease liabilities | 15,925 | 17,766 | ||
| Other long-term liabilities | 3,922 | 6,281 | ||
| Total liabilities | 185,469 | 198,638 | ||
| Commitments and contingencies | ||||
| Redeemable convertible preferred stock, net, par value $0.0001, 1,000,000 shares authorized, no shares issued and outstanding ($0 redemption value) | — | — | ||
| STOCKHOLDERS’ EQUITY | ||||
| Common stock, $0.0001 par value; 100,000,000 shares authorized, issued 11,806,466 and 11,452,753, respectively; 11,626,814 and 11,273,101 outstanding, respectively | 1 | 1 | ||
| Additional paid-in capital | 97,335 | 94,229 | ||
| Treasury stock, at cost (179,652 shares at both period ends) | (2,000) | (2,000) | ||
| Retained earnings | 100,325 | 61,261 | ||
| Total stockholders’ equity | 195,661 | 153,491 | ||
| Total liabilities and stockholders’ equity | $ | 381,130 | $ | 352,129 |
LIMBACH HOLDINGS, INC.
Consolidated Statements of Cash Flows
| Year Ended December 31, | ||||
|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | ||
| Cash flows from operating activities: | ||||
| Net income | $ | 39,064 | $ | 30,875 |
| Adjustments to reconcile net income to cash provided by operating activities: | ||||
| Depreciation and amortization | 18,133 | 11,888 | ||
| Noncash operating lease expense | 4,077 | 4,115 | ||
| Provision for credit losses | 404 | 201 | ||
| Non-cash stock-based compensation expense | 7,016 | 5,773 | ||
| Amortization of debt issuance costs | 54 | 43 | ||
| Deferred income tax provision | 2,614 | (352) | ||
| Gain on sale of property and equipment | (1,684) | (950) | ||
| Loss (gain) on change in fair value of interest rate swap | 191 | (34) | ||
| Acquisition-related retention expense and contingent consideration | 1,985 | 3,770 | ||
| Changes in operating assets and liabilities: | ||||
| Accounts receivable | 4,466 | (11,275) | ||
| Contract assets and contract liabilities, net(1) | (24,779) | 5,557 | ||
| Other current assets | 3,220 | (499) | ||
| Accounts payable, including retainage | 5,288 | (10,298) | ||
| Accrued income taxes | (318) | 1,024 | ||
| Accrued expenses and other current liabilities | (8,918) | 3,111 | ||
| Operating lease liabilities | (3,999) | (3,850) | ||
| Payment of contingent consideration liability in excess of acquisition-date fair value | (1,523) | (2,175) | ||
| Other long-term liabilities | 409 | (141) | ||
| Net cash provided by operating activities | 45,700 | 36,783 | ||
| Cash flows from investing activities: | ||||
| Pioneer Power Transaction, net of cash acquired | (65,651) | — | ||
| Kent Island Transaction, net of cash acquired | — | (13,387) | ||
| Consolidated Mechanical Transaction, net of cash acquired | (3) | (23,201) | ||
| Proceeds from sale of property and equipment | 1,875 | 1,536 | ||
| Purchase of property and equipment | (3,807) | (7,524) | ||
| Advances from joint ventures | — | 7 | ||
| Net cash used in investing activities | (67,586) | (42,569) | ||
| Cash flows from financing activities: | ||||
| Proceeds from Wintrust Revolving Loan | 73,843 | — | ||
| Payments on Wintrust Revolving Loan | (73,843) | — | ||
| Payment of contingent consideration liability up to acquisition-date fair value | (3,477) | (1,325) | ||
| Payments on finance leases | (4,367) | (3,045) | ||
| Proceeds from contributions to employee stock purchase plan | 653 | 440 | ||
| 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) | ||
| Payments of debt issuance costs | (168) | — | ||
| Net cash used in financing activities | (11,699) | (9,117) | ||
| --- | --- | --- | --- | --- |
| (Decrease) increase in cash, cash equivalents and restricted cash | (33,585) | (14,903) | ||
| Cash, cash equivalents and restricted cash, beginning of year | 44,995 | 59,898 | ||
| Cash, cash equivalents and restricted cash, end of year | $ | 11,410 | $ | 44,995 |
| 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 | ||
| Earnout liability associated with the Consolidated Mechanical Transaction | — | 757 | ||
| Right of use assets obtained in exchange for new operating lease liabilities | 2,446 | 4,775 | ||
| Right of use assets obtained in exchange for new finance lease liabilities | 13,529 | 7,586 | ||
| Right of use assets disposed or adjusted modifying operating leases liabilities | — | 1,268 | ||
| Right of use assets disposed or adjusted modifying finance leases liabilities | 49 | — | ||
| Interest paid | 3,102 | 1,899 | ||
| Cash paid for income taxes | $ | 7,346 | $ | 8,529 |
LIMBACH HOLDINGS, INC.
Consolidated Statements of Operations (Unaudited)
| Three Months Ended<br>December 31, | Increase/(Decrease) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands, except for percentages) | 2025 | 2024 | % | ||||||||
| Statement of Operations Data: | |||||||||||
| Revenue: | |||||||||||
| ODR | $ | 144,967 | 77.6 | % | $ | 95,483 | 66.5 | % | 51.8 | % | |
| GCR | 41,905 | 22.4 | % | 48,167 | 33.5 | % | (6,262) | (13.0) | % | ||
| Total revenue | 186,872 | 100.0 | % | 143,650 | 100.0 | % | 43,222 | 30.1 | % | ||
| Gross profit: | |||||||||||
| ODR(1) | 36,447 | 25.1 | % | 30,605 | 32.1 | % | 5,842 | 19.1 | % | ||
| GCR(2) | 11,637 | 27.8 | % | 12,966 | 26.9 | % | (1,329) | (10.2) | % | ||
| Total gross profit | 48,084 | 25.7 | % | 43,571 | 30.3 | % | 4,513 | 10.4 | % | ||
| Selling, general and administrative(3) | 28,038 | 15.0 | % | 27,399 | 19.1 | % | 639 | 2.3 | % | ||
| Acquisition-related retention expense and contingent consideration | 153 | 0.1 | % | 1,426 | 1.0 | % | (1,273) | (89.3) | % | ||
| Amortization of intangibles | 2,337 | 1.3 | % | 1,732 | 1.2 | % | 605 | 34.9 | % | ||
| Total operating income | $ | 17,556 | 9.4 | % | $ | 13,014 | 9.1 | % | 34.9 | % |
All values are in US Dollars.
(1)As a percentage of ODR revenue.
(2)As a percentage of GCR revenue.
(3)Included within selling, general and administrative expenses was $1.8 million and $1.5 million of non-cash stock-based compensation expense for the quarters ended December 31, 2025 and 2024, respectively.
LIMBACH HOLDINGS, INC.
Consolidated Statements of Operations
| Year Ended December 31, | Increase/(Decrease) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands, except for percentages) | 2025 | 2024 | % | ||||||||
| Statement of Operations Data: | |||||||||||
| Revenue: | |||||||||||
| ODR | $ | 485,690 | 75.1 | % | $ | 345,500 | 66.6 | % | 40.6 | % | |
| GCR | 161,114 | 24.9 | % | 173,281 | 33.4 | % | (12,167) | (7.0) | % | ||
| Total revenue | 646,804 | 100.0 | % | 518,781 | 100.0 | % | 128,023 | 24.7 | % | ||
| Gross profit: | |||||||||||
| ODR(1) | 129,876 | 26.7 | % | 107,775 | 31.2 | % | 22,101 | 20.5 | % | ||
| GCR(2) | 39,438 | 24.5 | % | 36,506 | 21.1 | % | 2,932 | 8.0 | % | ||
| Total gross profit | 169,314 | 26.2 | % | 144,281 | 27.8 | % | 25,033 | 17.4 | % | ||
| Selling, general and administrative(3) | 109,518 | 16.9 | % | 97,199 | 18.7 | % | 12,319 | 12.7 | % | ||
| Acquisition-related retention expense and contingent consideration | 1,985 | 0.3 | % | 3,770 | 0.7 | % | (1,785) | (47.3) | % | ||
| Amortization of intangibles | 8,357 | 1.3 | % | 4,688 | 0.9 | % | 3,669 | 78.3 | % | ||
| Total operating income | $ | 49,454 | 7.6 | % | $ | 38,624 | 7.4 | % | 28.0 | % |
All values are in US Dollars.
(1)As a percentage of ODR revenue.
(2)As a percentage of GCR revenue.
(3)Included within selling, general and administrative expenses was $7.0 million and $5.8 million of non-cash stock-based compensation expense for the years ended December 31, 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.
Reconciliation of Net Income to Adjusted EBITDA (unaudited)
| For the Three Months Ended December 31, | For the Years Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||
| Net income | $ | 12,300 | $ | 9,842 | $ | 39,064 | $ | 30,875 | ||||
| Adjustments: | ||||||||||||
| Depreciation and amortization | 5,075 | 3,627 | 18,133 | 11,888 | ||||||||
| Interest expense | 821 | 494 | 3,133 | 1,869 | ||||||||
| Interest income | (23) | (493) | (815) | (2,227) | ||||||||
| Stock-based compensation expense | 1,800 | 1,450 | 7,434 | 5,773 | ||||||||
| Change in fair value of interest rate swap | 16 | (164) | 191 | (34) | ||||||||
| Restructuring costs(1) | 1,758 | 600 | 2,155 | 1,427 | ||||||||
| Acquisition-related retention expense and contingent consideration | 153 | 1,426 | 1,985 | 3,770 | ||||||||
| Income tax provision | 5,019 | 3,629 | 9,565 | 9,091 | ||||||||
| Acquisition and other transaction costs | 298 | 405 | 957 | 1,282 | ||||||||
| Adjusted EBITDA | $ | 27,217 | $ | 20,816 | $ | 81,802 | $ | 63,714 | ||||
| Revenue | $ | 186,872 | $ | 143,650 | $ | 646,804 | $ | 518,781 | ||||
| Adjusted EBITDA margin | 14.6 | % | 14.5 | % | 12.6 | % | 12.3 | % |
(1) For the three and twelve months ended December 31, 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)
| Three Months Ended December 31, | For the Years Ended December 31, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands, except share and per share amounts) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Net income and diluted earnings per share | $ | 12,300 | $ | 1.02 | $ | 9,842 | $ | 0.82 | $ | 39,064 | $ | 3.23 | $ | 30,875 | $ | 2.57 |
| Pre-tax Adjustments: | ||||||||||||||||
| Amortization of acquisition-related intangible assets | 2,337 | 0.19 | 1,732 | 0.14 | 8,357 | 0.69 | 4,688 | 0.39 | ||||||||
| Stock-based compensation expense | 1,800 | 0.15 | 1,450 | 0.12 | 7,434 | 0.62 | 5,773 | 0.48 | ||||||||
| Change in fair value of interest rate swap | 16 | — | (164) | (0.01) | 191 | 0.02 | (34) | — | ||||||||
| Restructuring costs(1) | 1,758 | 0.15 | 600 | 0.05 | 2,155 | 0.18 | 1,427 | 0.12 | ||||||||
| Acquisition-related retention expense and contingent consideration | 153 | 0.01 | 1,426 | 0.12 | 1,985 | 0.16 | 3,770 | 0.31 | ||||||||
| Acquisition and other transaction costs | 298 | 0.02 | 405 | 0.03 | 957 | 0.08 | 1,282 | 0.11 | ||||||||
| Tax effect of reconciling items(2) | (1,718) | (0.14) | (1,471) | (0.12) | (5,691) | (0.47) | (4,564) | (0.38) | ||||||||
| Adjusted net income and adjusted diluted earnings per share | $ | 16,944 | $ | 1.40 | $ | 13,820 | $ | 1.15 | $ | 54,452 | $ | 4.51 | $ | 43,217 | $ | 3.60 |
| Weighted average number of shares outstanding: Diluted | 12,078,214 | 12,066,569 | 12,079,583 | 12,027,398 |
(1) For the three and twelve months ended December 31, 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 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 only for 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 twelve months ended December 31, 2025, compared to revenue for the three and twelve months ended December 31, 2024:
| (in thousands except for percentages) | ODR | % | GCR | % | Total Revenue | % | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenue: Three months ended <br>December 31, 2024 | $ | 95,483 | $ | 48,167 | $ | 143,650 | ||||||
| Components of revenue change: | ||||||||||||
| Organic revenue growth (decline) | 22,849 | 23.9 | % | (12,592) | (26.1) | % | 10,257 | 7.1 | % | |||
| Acquisition-related revenue(1) | 26,635 | 27.9 | % | 6,330 | 13.1 | % | 32,965 | 22.9 | % | |||
| Revenue: Three months ended <br>December 31, 2025 | $ | 144,967 | 51.8 | % | $ | 41,905 | (13.0) | % | $ | 186,872 | 30.1 | % |
| (in thousands except for percentages) | ODR | % | GCR | % | Total Revenue | % | ||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Revenue: Twelve months ended <br>December 31, 2024 | $ | 345,500 | $ | 173,281 | $ | 518,781 | ||||||
| Components of revenue change: | ||||||||||||
| Organic revenue growth (decline) | 58,793 | 17.0 | % | (39,863) | (23.0) | % | 18,930 | 3.6 | % | |||
| Acquisition-related revenue(2) | 81,397 | 23.6 | % | 27,696 | 16.0 | % | 109,093 | 21.0 | % | |||
| Revenue: Twelve months ended <br>December 31, 2025 | $ | 485,690 | 40.6 | % | $ | 161,114 | (7.0) | % | $ | 646,804 | 24.7 | % |
(1) Acquisition-related revenue reflects revenue attributable to the Pioneer Power and Consolidated Mechanical acquisitions.
(2) 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 twelve months ended December 31, 2025 as the acquired operations were integrated into an existing branch of the Company for which separate financial results are not maintained.
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