lmb-20211110
false000160616300016061632021-11-102021-11-10


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): November 10, 2021
 
 
LIMBACH HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
 
 
Delaware001-3654146-5399422
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
 
1251 Waterfront Place, Suite 201, Pittsburgh, Pennsylvania 15222
(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 classTrading Symbol(s)Name of each exchange on which registered
Common stock, $0.0001 par valueLMBThe 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 2.02Results of Operations and Financial Condition.
On November 10, 2021, Limbach Holdings, Inc. (the “Company”) issued a press release dated the same date announcing its financial results for its quarter ended September 30, 2021. We have furnished a copy of this release as Exhibit 99.1 to this Current Report on Form 8-K.
Item 7.01Regulation FD Disclosure.
Exhibit 99.1 hereto is incorporated into this Item 7.01 by reference.
The information in this Current Report on Form 8-K and the exhibit 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 9.01Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.Description
104Cover 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: Chief Financial Officer 
 
Dated: November 10, 2021
 



limbach-primarylogo_rgbxed.jpg

FOR IMMEDIATE RELEASE
Limbach Holdings, Inc. Reports Third Quarter 2021 Results
Consolidated Revenue of $129.2 million
Revenue from Owner Direct Relationships Segment (ODR) up 17.6% for the year-over-year quarter
ODR Segment Accounted for Approximately 48% of Consolidated Gross Profit
Gross Margins Improved to 18.9%; Diluted EPS of $0.38
Conference Call Scheduled for 9:00 am ET on November 11, 2021
PITTSBURGH, PA – November 10, 2021 – Limbach Holdings, Inc. (Nasdaq: LMB) today announced its financial results for the quarter ended September 30, 2021. Consolidated revenue improved to $129.2 million, or 6.7%, compared with the second quarter of 2021 as business conditions strengthened relative to the second quarter of 2021. ODR(1) segment revenue accounted for 30.4% of consolidated revenue in the third quarter of 2021 compared to 20.4% in the third quarter of 2020. Consolidated gross margin of 18.9% increased 350 basis points sequentially over the second quarter of 2021, and 410 basis points year-over-year for the third quarter as a result of a shift in mix to the ODR segment, which provides for higher gross margins, as well as better overall execution. In the third quarter of 2021, the ODR segment accounted for approximately 48% of consolidated gross profit.
Charlie Bacon, Limbach’s President and Chief Executive Officer, said, “We had a strong quarter and I want to thank everyone from our office personnel to our field talent for all of their hard work. Although the year started off slowly, we have consistently maintained our view that business would meaningfully accelerate in the second half of the year and our third quarter results bear that out. Our ODR segment continues to shine, with our maintenance base hitting its highest level in company history and continuing growth in smaller dollar projects.”
Mr. Bacon continued, “Sales booking activity continued to be strong during the third quarter, with activity accelerating in September, particularly in our higher margin ODR segment. At this time, we have contracts in hand that would satisfy our revenue guidance for the full year 2021 and are focused on the execution of that work and securing work for 2022 and beyond. We continue to be selective in our bidding, maintaining the same gating criteria that drove our third quarter results.”
Mr. Bacon concluded, “We are affirming our Adjusted EBITDA guidance for the year to be in a range from $23 million to $25 million. However, I am disappointed with the continuing supply chain disruptions and as a result we currently believe those disruptions will drive us to track to the bottom end of this range. As many of our peers have noted, labor, materials, and equipment constitute the primary headwinds facing our industry and we echo this sentiment. We are also very mindful of our office and field labor and the current environment with respect to COVID-19. Despite these headwinds, we expect our risk management processes to deliver improved project and service execution.”
The following are results for the three months ended September 30, 2021 compared to the three months ended September 30, 2020:
Consolidated revenue was $129.2 million, a decrease of 21.2% from $163.9 million. GCR segment revenue of $90.0 million was down 31.1%, while ODR segment revenue of $39.2 million increased by $5.9 million, or 17.6%.
Gross margin increased to 18.9%, up from 14.8%. This increase was mainly driven by the mix of higher margin ODR segment work, coupled with improved GCR segment margins. GCR gross profit decreased $2.1 million, or 14.1%, largely due to lower revenue despite increased margins. ODR gross profit increased $2.4 million, or 25.6%, due to an increase in revenue at higher margins. On a dollar basis, total gross profit was $24.5 million, compared to $24.2 million. In addition, the increase in gross
(1)As of January 1, 2021, Limbach renamed its existing two reportable segments to reflect our two distinct approaches to our customer base and to better align with our owner direct strategy. The previously named Construction Segment is now known as General Contractor Relationships (“GCR”) and the previously named Service Segment is now known as Owner Direct Relationships (“ODR”).

margin was also attributable to total net gross profit write-ups of $1.2 million compared to total net gross profit write-downs of $0.8 million.
Selling, general and administrative expenses increased by approximately $1.3 million, to $18.3 million, compared to $17.0 million. This increase was characterized by temporary, lower operating expenses resulting from pandemic-driven operational reductions in the third quarter of 2020 and our investment in ODR expansion in 2021, such as the opening of our new Nashville office in 2021 in order to attract additional healthcare ODR business. As a percent of revenue, selling, general and administrative expenses were 14.2%, up from 10.4%.
Interest expense, net was $0.4 million compared to $2.2 million. This significant decrease was due to our refinancing of the 2019 debt facilities in February 2021, replacing them with debt facilities that carry a lower cost of financing, as well as a lower overall level of indebtedness.
Net income for the third quarter of 2021 was $4.0 million as compared to $2.5 million. Diluted income per share was $0.38 as compared to $0.31. The increase in net income was primarily attributable to increased gross profit on lower revenue as well as the aforementioned decrease in net interest expense. In addition, during the third quarter of 2020, we recognized a loss of $1.4 million to reflect the change in fair value of warrant liability.
Adjusted EBITDA was $8.1 million as compared to $8.8 million, a decrease of 8.0%. The decrease in Adjusted EBITDA was primarily attributable to the $1.3 million increase in selling, general and administrative expenses, most of which was incurred to fund our ODR expansion.
Net cash provided by operating activities was $7.8 million as compared to $12.8 million. Cash flows provided by operating activities were primarily due to an increase in accounts payable, including retainage, an increase in accrued expenses and other current liabilities and net income for the period of $4.0 million, partially offset by an increase in accounts receivable due to the timing of billings and collections and a decrease in our overbilled position due to the reduction in GCR revenue in 2021 and the timing of contract billings and the recognition of contract revenue.
Balance Sheet and Backlog
At September 30, 2021, we had cash and cash equivalents of $33.3 million. We had current assets of $209.7 million and current liabilities of $143.1 million at September 30, 2021, representing a current ratio of 1.47x compared to 1.33x at December 31, 2020. Working capital was $66.6 million at September 30, 2021, an increase of $17.5 million from December 31, 2020. At September 30, 2021, we had no borrowings against our revolving credit facility, other than for standby letters of credit totaling $3.4 million, and carried a term loan balance of $26.5 million.
Total backlog at September 30, 2021 was $414.9 million as compared to $444.4 million as of December 31, 2020. At September 30, 2021, GCR and ODR segment backlog accounted for $345.5 million and $69.4 million of that consolidated total, respectively.
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2021 Guidance
We affirm our guidance for 2021 as follows:
Revenue$480 million - $510 million
Adjusted EBITDA$23 million - $25 million
With respect to projected 2021 Adjusted EBITDA, a quantitative reconciliation is not available without unreasonable effort due to the high variability, complexity and low visibility with respect to taxes and other items, which are excluded from Adjusted EBITDA. We expect the variability of this item to have a potentially unpredictable, and potentially significant, impact on future GAAP financial results.
Conference Call Details
Date:Thursday, November 11, 2021
Time:9:00 a.m. Eastern Time
Participant Dial-In Numbers:
Domestic callers:
(866) 604-1698
International callers:(201) 389-0844
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://78449.themediaframe.com/dataconf/productusers/lmb/mediaframe/46984/indexl.html. An audio replay of the call will be archived on Limbach’s website for 365 days.
About Limbach
Limbach is an integrated building systems solutions firm whose expertise is in the design, modular prefabrication, installation, management and maintenance of heating, ventilation, air-conditioning (“HVAC”), mechanical, electrical, plumbing and controls systems. Our market sectors primarily include the following: healthcare, life sciences, data centers, industrial and light manufacturing, entertainment, education and government. With 22 offices throughout the United States and Limbach's full life-cycle capabilities, from concept design and engineering through system commissioning and recurring 24/7 service and maintenance, Limbach is positioned as a value-added and essential partner for building owners, construction managers, general contractors and energy service companies.
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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, revenues, expenses, backlog, capital expenditures or other future financial or business performance or strategies, results of operations or financial condition, and in particular statements regarding the impact of the COVID-19 pandemic on the construction industry in the first quarter and future periods, 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. 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” 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. Some of these risks and uncertainties may in the future be amplified by the COVID-19 outbreak and 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

The Equity Group, Inc.
Jeremy Hellman, CFA
Vice President
(212) 836-9626 / [email protected]
or
Limbach Holdings, Inc.
S. Mathew Katz
Executive Vice President
(212) 201-7006 / [email protected]
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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)
2021202020212020
Revenue$129,177 $163,856 $363,540 $437,813 
Cost of revenue104,714 139,685 303,158 375,083 
    Gross profit24,463 24,171 60,382 62,730 
Operating expenses:
Selling, general and administrative18,302 17,045 52,679 47,596 
Amortization of intangibles87 109 295 526 
Total operating expenses18,389 17,154 52,974 48,122 
Operating income6,074 7,017 7,408 14,608 
Other (expenses) income:
Interest expense, net(424)(2,154)(2,140)(6,449)
(Loss) gain on disposition of property and equipment(49)(41)18 
Loss on early debt extinguishment— — (1,961)— 
(Loss) gain on change in fair value of warrant liability— (1,371)14 (1,312)
      Total other expenses(473)(3,522)(4,128)(7,743)
Income before income taxes5,601 3,495 3,280 6,865 
Income tax provision1,615 970 844 1,445 
Net income$3,986 $2,525 $2,436 $5,420 
Earnings Per Share (“EPS”)
Income per common share:
    Basic$0.39 $0.32 $0.25 $0.69 
    Diluted$0.38 $0.31 $0.24 $0.68 
Weighted average number of shares outstanding:
Basic10,266,486 7,890,074 9,915,966 7,844,587 
Diluted10,491,863 8,107,149 10,145,470 7,969,857 

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LIMBACH HOLDINGS, INC.
Condensed Consolidated Balance Sheets (Unaudited)
(in thousands, except share and per share data)September 30,
2021
December 31,
2020
ASSETS  
Current assets:  
Cash and cash equivalents$33,302 $42,147 
Restricted cash113 113 
Accounts receivable (net of allowance for doubtful accounts of $285 and $266 as of September 30, 2021 and December 31, 2020, respectively)98,319 85,767 
Contract assets72,193 67,098 
Income tax receivable217 — 
Other current assets5,539 4,292 
Total current assets209,683 199,417 
Property and equipment, net16,710 19,700 
Intangible assets, net11,386 11,681 
Goodwill6,129 6,129 
Operating lease right-of-use assets15,802 18,751 
Deferred tax asset5,696 6,087 
Other assets272 392 
Total assets$265,678 $262,157 
LIABILITIES
Current liabilities:
Current portion of long-term debt$8,460 $6,536 
Current operating lease liabilities4,061 3,929 
Accounts payable, including retainage70,895 66,763 
Contract liabilities37,003 46,648 
Accrued income taxes245 1,671 
Accrued expenses and other current liabilities22,420 24,747 
Total current liabilities143,084 150,294 
Long-term debt23,094 36,513 
Long-term operating lease liabilities12,495 15,459 
Other long-term liabilities4,030 6,159 
Total liabilities182,703 208,425 
Commitments and contingencies
STOCKHOLDERS’ EQUITY
Common stock, $0.0001 par value; 100,000,000 shares authorized, 10,274,242 issued and outstanding as of September 30, 2021 and 7,926,137 at December 31, 2020
Additional paid-in capital84,419 57,612 
Accumulated deficit(1,445)(3,881)
Total stockholders’ equity82,975 53,732 
Total liabilities and stockholders’ equity$265,678 $262,157 
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LIMBACH HOLDINGS, INC.
Condensed Consolidated Statements of Cash Flows (Unaudited)
 Nine months ended September 30,
(in thousands)
20212020
Cash flows from operating activities:  
Net income$2,436 $5,420 
Adjustments to reconcile net income to cash (used in) provided by operating activities:
Depreciation and amortization4,353 4,635 
Provision for doubtful accounts126 62 
Stock-based compensation expense2,016 739 
Noncash operating lease expense3,152 3,033 
Amortization of debt issuance costs251 1,620 
Deferred income tax provision391 211 
Loss (gain) on sale of property and equipment41 (18)
Loss on early debt extinguishment1,961 — 
(Gain) loss on change in fair value of warrant liability(14)1,312 
Changes in operating assets and liabilities:
   Accounts receivable(12,678)(19,834)
   Contract assets(5,095)8,612 
   Other current assets(1,243)270 
   Accounts payable, including retainage4,131 2,695 
   Prepaid income taxes(217)(192)
   Accrued taxes payable(1,426)1,947 
   Contract liabilities(9,645)18,715 
   Operating lease liabilities(3,036)(3,229)
   Accrued expenses and other current liabilities(2,173)8,925 
   Other long-term liabilities(112)306 
Net cash (used in) provided by operating activities(16,781)35,229 
Cash flows from investing activities:
Proceeds from sale of property and equipment421 65 
Advances to joint ventures(2)(3)
Purchase of property and equipment(687)(1,116)
Net cash used in investing activities$(268)$(1,054)
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LIMBACH HOLDINGS, INC.
Condensed Consolidated Statements of Cash Flows (Continued) (Unaudited)
Nine months ended September 30,
(in thousands)
20212020
Cash flows from financing activities:
Proceeds from Wintrust Term Loan$30,000 $— 
Payments on Wintrust Term Loan(3,500)— 
Proceeds from 2019 Revolving Credit Facility— 7,250 
Payments on 2019 Revolving Credit Facility— (7,250)
Payments on 2019 Refinancing Term Loan(39,000)(1,000)
Prepayment penalty and other costs associated with early debt extinguishment(1,376)— 
Proceeds from the sale of common stock22,773 — 
Proceeds from the exercise of warrants1,989 — 
Payments on finance leases(1,966)(1,966)
Payments of debt issuance costs(593)— 
Taxes paid related to net-share settlement of equity awards(401)(102)
   Proceeds from contributions to Employee Stock Purchase Plan278 149 
Net cash provided by (used in) financing activities8,204 (2,919)
(Decrease) increase in cash, cash equivalents and restricted cash(8,845)31,256 
Cash, cash equivalents and restricted cash, beginning of period42,260 8,457 
Cash, cash equivalents and restricted cash, end of period$33,415 $39,713 
Supplemental disclosures of cash flow information
Noncash investing and financing transactions:
   Right of use assets obtained in exchange for new operating lease liabilities$156 $924 
   Right of use assets obtained in exchange for new finance lease liabilities846 2,399 
   Right of use assets disposed or adjusted modifying operating lease liabilities47 586 
   Right of use assets disposed or adjusted modifying finance lease liabilities— (64)
Interest paid2,138 4,817 
Cash paid (received) for income taxes$2,096 $(629)


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LIMBACH HOLDINGS, INC.
Condensed Consolidated Segment Operating Results (Unaudited)
Three Months Ended
September 30,
Increase/(Decrease)
(in thousands, except for percentages)20212020$%
Statement of Operations Data:  
Revenue:  
GCR$89,950 69.6 %$130,498 79.6 %$(40,548)(31.1)%
ODR39,227 30.4 %33,358 20.4 %5,869 17.6 %
Total revenue129,177 100.0 %163,856 100.0 %(34,679)(21.2)%
Gross profit:
GCR(1)
12,754 14.2 %14,848 11.4 %(2,094)(14.1)%
ODR(2)
11,709 29.8 %9,323 27.9 %2,386 25.6 %
Total gross profit24,463 18.9 %24,171 14.8 %292 1.2 %
Selling, general and administrative:
GCR(1)
9,586 10.7 %

10,501 8.0 %(915)(8.7)%
ODR(2)
8,013 20.4 %

6,240 18.7 %1,773 28.4 %
Corporate703 0.5 %304 0.2 %399 131.3 %
Total selling, general and administrative18,302 14.2 %17,045 10.4 %1,257 7.4 %
Amortization of intangibles (Corporate)87 0.1 %109 0.1 %(22)(20.2)%
Total operating income$6,074 4.7 %$7,017 4.3 %$(943)(13.4)%
(1)As a percentage of GCR revenue.
(2)As a percentage of ODR revenue.


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LIMBACH HOLDINGS, INC.
Condensed Consolidated Segment Operating Results (Continued) (Unaudited)
 Nine Months Ended
September 30,
Increase/(Decrease)
(in thousands, except for percentages)20212020$%
Statement of Operations Data:  
Revenue:  
GCR$262,304 72.2 %$345,921 79.0 %$(83,617)(24.2)%
ODR101,236 27.8 %91,892 21.0 %9,344 10.2 %
Total revenue363,540 100.0 %437,813 100.0 %(74,273)(17.0)%
Gross profit:
GCR(1)
31,034 11.8 %38,043 11.0 %(7,009)(18.4)%
ODR(2)
29,348 29.0 %24,687 26.9 %4,661 18.9 %
Total gross profit60,382 16.6 %62,730 14.3 %(2,348)(3.7)%
Selling, general and administrative:
GCR(1)
27,770 10.6 %28,700 8.3 %(930)(3.2)%
ODR(2)
22,893 22.6 %18,157 19.8 %4,736 26.1 %
Corporate2,016 0.6 %739 0.2 %1,277 172.8 %
Total selling, general and administrative52,679 14.5 %47,596 10.9 %5,083 10.7 %
Amortization of intangibles (Corporate)295 0.1 %526 0.1 %(231)(43.9)%
Total operating income$7,408 2.0 %$14,608 3.3 %$(7,200)(49.3)%
(1)As a percentage of GCR revenue.
(2)As a percentage of ODR revenue.
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Non-GAAP Financial Measures
In assessing the performance of our business, management utilizes a variety of financial and performance measures. The key measure is Adjusted EBITDA, a non-GAAP financial measure. 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 believe that Adjusted EBITDA is 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. We understand that Adjusted EBITDA is 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. Our calculation of Adjusted EBITDA, 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 cannot be achieved without incurring the costs that the measure excludes. A reconciliation of net income to Adjusted EBITDA, the most comparable GAAP measure, is 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
Three Months Ended
September 30,
Nine Months Ended
September 30,
(in thousands)2021202020212020
Net income$3,986 $2,525 $2,436 $5,420 
Adjustments:
   Depreciation and amortization1,389 1,495 4,353 4,635 
   Interest expense, net424 2,154 2,140 6,449 
   Non-cash stock-based compensation expense703 304 2,016 739 
   Loss on early debt extinguishment— — 1,961 — 
   Change in fair value of warrants— 1,371 (14)1,312 
   Severance expense— — — 622 
   Income tax provision1,615 970 844 1,445 
Adjusted EBITDA$8,117 $8,819 $13,736 $20,622 

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