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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 8, 2023
 
 
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 November 8, 2023, Limbach Holdings, Inc. (the “Company”) issued a press release dated the same date announcing its financial results for its quarter ended September 30, 2023. 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.
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 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
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: November 8, 2023
 


EX-99.1 2 a2023930ex991pr.htm EX-99.1 Document

limbach-primarylogo_rgbxed.jpg

FOR IMMEDIATE RELEASE
Limbach Holdings, Inc. Announces Third Quarter 2023 Results
Revenue from Owner Direct Relationships (“ODR”) Segment up 10.3% Year-over-Year for Q3
ODR Segment Accounted for Approximately 51.5% of Revenue and 61.7% of Consolidated Gross Profit for the Quarter
Consolidated Gross Margin Increased to 24.5% in the Quarter
Increase in FY 2023 Adjusted EBITDA Guidance
WARRENDALE, PA – November 8, 2023 – Limbach Holdings, Inc. (Nasdaq: LMB) (“Limbach” or the “Company”) today announced its financial results for the quarter ended September 30, 2023.
2023 Third Quarter Financial Overview Compared to 2022 Third Quarter
•Consolidated revenue was $127.8 million, an increase of 4.4% from $122.4 million.
•Gross profit was $31.2 million, an increase of 25.7% from $24.9 million.
•Net income of $7.2 million, or $0.61 per diluted share, compared to net income of $3.6 million, or $0.34 per diluted share.
•Adjusted EBITDA of $13.6 million, up 33.6% from $10.2 million.
•Net cash provided by operating activities of $17.2 million compared to $10.4 million.
Management Comments
Michael McCann, Limbach’s President and Chief Executive Officer, said, “Our third quarter results reflected continued success across all three pillars of our growth strategy. ODR revenue continues to expand, supported by strong demand in many of the verticals we serve. At the same time, GCR revenue was unchanged from the prior year period, resulting in overall top line growth for the quarter, both sequentially and compared to Q3 2022. We were also able to continue to boost margins, with consolidated gross margin up over 400 basis points versus the prior year period. Underpinning our margin performance is our continued emphasis on providing value-added services and solutions for our customers’ mission critical building assets.”
Mr. McCann continued, “The third pillar of our growth strategy is M&A and with the acquisition of Industrial Air that we announced last week, we have been able to add two outstanding businesses to the Limbach family this year. Early in the third quarter, we acquired ACME Industrial based in Chattanooga, Tennessee, which is a tuck-in deal that we’re excited about. ACME is right down the road from our Jake Marshall operations and checks all our acquisition criteria boxes. Subsequent to the end of the quarter, the acquisition of Industrial Air, in Greensboro, North Carolina falls into our other target category as it gives us a new presence in an exciting, growing market.”
Mr. McCann concluded, “Overall current market conditions continue to be highly favorable for our business. While we have witnessed some improvements in the supply chains for ‘off the shelf’ equipment, more complex systems remain in a tight state. We have been very purposeful in how we go to market, particularly in the way we can provide value for our customers as they flex their spending from capital budgets to operating expense budgets. Although cyclicality is unlikely to completely disappear, we expect this comprehensive focus and positioning will allow us to mitigate some of the normal top-line volatility experienced by legacy construction companies, enabling Limbach to continue growing its bottom line.”
Third Quarter 2023 Results Detail
The following are results for the three months ended September 30, 2023 compared to the three months ended September 30, 2022:


•Consolidated revenue was $127.8 million, an increase of 4.4% from $122.4 million. ODR segment revenue of $65.8 million increased by $6.1 million, or 10.3%, while GCR segment revenue was relatively flat. The Company continued its strategic focus on expanding the ODR segment’s contribution to the business.
•Gross margin increased to 24.5%, up from 20.3%. On a dollar basis, total gross profit was $31.2 million, compared to $24.9 million. ODR gross profit increased $4.1 million, or 26.8%, due to the combination of an increase in revenue and higher segment margins of 29.3% versus 25.5% driven by contract mix. GCR gross profit increased $2.3 million, or 24.1%, due to higher segment margins of 19.3%, compared with 15.4%. GCR segment margins during the current quarter also benefited from the inclusion of a $1.2 million write-up associated with the settlement of a previously outstanding claim as well as an additional $1.2 million gross margin benefit as a result of an early completion of a project due to a reduction in scope from the customer.
•Selling, general and administrative (“SG&A”) expenses increased by approximately $2.3 million, to $21.0 million, compared to $18.7 million. The increase in SG&A expense was primarily due to a $1.4 million increase associated with payroll related expenses, a $0.6 million increase associated with professional fees, which included costs associated with the ACME Transaction, and a $0.3 million increase in stock compensation expense. As a percent of revenue, SG&A expenses were 16.4%, up from 15.3%.
•Interest expense was $0.4 million during the current quarter compared to $0.5 million, which was the result of a lower overall outstanding debt balance period-over-period despite higher interest rates on outstanding debt.
•Interest income was $0.4 million during the current quarter. This increase was due to the Company's investments in overnight repurchase agreements, U.S. Treasury Bills, and money market funds.
•Net income was $7.2 million as compared to $3.6 million. Diluted income per share was $0.61 as compared to $0.34. Adjusted EBITDA was $13.6 million as compared to $10.2 million, an increase of 33.6%.
•Net cash provided by operating activities increased to $17.2 million as compared to $10.4 million. During the third quarter, Limbach received $15.6 million of cash, net, from the settlement of a previously outstanding claim. Offsetting that inflow from operations, $4.9 million of cash was used to fund the acquisition of ACME Industrial.
Balance Sheet
At September 30, 2023, we had cash and cash equivalents of $57.5 million. We had current assets of $214.2 million and current liabilities of $136.5 million at September 30, 2023, representing a current ratio of 1.57x compared to 1.42x at December 31, 2022. Working capital was $77.7 million at September 30, 2023, an increase of $10.8 million from December 31, 2022. At September 30, 2023, we had $10.0 million in borrowings against our revolving credit facility and $4.2 million for standby letters of credit. During the nine months ended September 30, 2023, the Company made cash payments of $11.5 million on the principal portion of the A&R Wintrust Term Loan prior to its extinguishment.
Subsequent Events
On November 1, 2023, Limbach completed the acquisition of Industrial Air, LLC (“Industrial Air”), a Greensboro, North Carolina-based specialty mechanical contractor, for a purchase price at closing of $13.5 million in cash. The transaction also provides for an earnout of up to $6.5 million potentially being paid out over the next two years. Industrial Air serves industrial customers throughout the Southeast United States and along the Eastern seaboard, focusing on delivering engineered air handling systems, including air condition and air filtration, along with controls systems and maintenance work. In addition, Industrial Air manufactures a wide range of components for air conditioning and filtration systems.
2023 Guidance
We are updating our guidance for FY 2023 as follows:
Current Previous
Revenue $490 million - $520 million $490 million - $520 million
Adjusted EBITDA $42 million - $45 million $38 million - $41 million


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Conference Call Details
Date: Thursday, November 9, 2023
Time: 9:00 a.m. Eastern Time
Participant Dial-In Numbers:
Domestic callers:
(877) 407-6176
International callers: (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=cyobAYjZ. 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 with expertise in the design, prefabrication, installation, management and maintenance of heating, ventilation, air-conditioning ("HVAC"), mechanical, electrical, plumbing and controls systems. With over 1,500 team members and 19 offices located throughout the United States, we partner with institutions with mission-critical infrastructures, such as data centers and healthcare, industrial & light manufacturing, cultural & entertainment, higher education, and life science facilities. With 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 indispensable partner for building owners, construction managers, general contractors, and energy service companies.

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 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 / jhellman@equityny.com
3

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) 2023 2022 2023 2022
Revenue $ 127,768  $ 122,357  $ 373,659  $ 353,299 
Cost of revenue 96,524  97,503  287,675  288,785 
Gross profit 31,244  24,854  85,984  64,514 
Operating expenses:
Selling, general and administrative 20,967  18,688  62,433  56,113 
Change in fair value of contingent consideration 161  386  464  1,151 
Amortization of intangibles 288  386 1,054  1,184 
Total operating expenses 21,416  19,460  63,951  58,448 
Operating income 9,828  5,394  22,033  6,066 
Other income (expenses):
Interest expense (437) (547) (1,615) (1,511)
Interest income 377  —  624  — 
Gain on disposition of property and equipment 68  150  28  262 
Loss on early termination of operating lease —  —  —  (849)
Loss on early debt extinguishment —  —  (311) — 
Gain on change in fair value of interest rate swap 116  298  153  298 
Total other income (expenses) 124  (99) (1,121) (1,800)
Income before income taxes 9,952  5,295  20,912  4,266 
Income tax provision 2,760  1,654  5,407  1,275 
Net income $ 7,192  $ 3,641  $ 15,505  $ 2,991 
Earnings Per Share (“EPS”)
Earnings per common share:
    Basic $ 0.66  $ 0.35  $ 1.45  $ 0.29 
    Diluted $ 0.61  $ 0.34  $ 1.33  $ 0.28 
Weighted average number of shares outstanding:
Basic 10,962,622  10,444,987  10,695,973  10,429,671 
Diluted 11,789,137  10,690,434  11,671,819  10,595,061 

4

LIMBACH HOLDINGS, INC.
Condensed Consolidated Balance Sheets (Unaudited)
(in thousands, except share and per share data) September 30, 2023 December 31, 2022
ASSETS
Current assets:
Cash and cash equivalents $ 57,473  $ 36,001 
Restricted cash 65  113 
Accounts receivable (net of allowance for credit losses of $295 and net of allowance for doubtful accounts of $234 as of September 30, 2023 and December 31, 2022, respectively) 103,511  124,442 
Contract assets 47,853  61,453 
Income tax receivable —  95 
Other current assets 5,346  3,886 
Total current assets 214,248  225,990 
Property and equipment, net 19,377  18,224 
Intangible assets, net 16,586  15,340 
Goodwill 13,703  11,370 
Operating lease right-of-use assets 15,845  18,288 
Deferred tax asset 4,830  4,829 
Other assets 613  515 
Total assets $ 285,202  $ 294,556 
LIABILITIES
Current liabilities:
Current portion of long-term debt $ 2,472  $ 9,564 
Current operating lease liabilities 3,562  3,562 
Accounts payable, including retainage 56,589  75,122 
Contract liabilities 46,692  44,007 
Accrued income taxes 502  1,888 
Accrued expenses and other current liabilities 26,724  24,942 
Total current liabilities 136,541  159,085 
Long-term debt 19,437  21,528 
Long-term operating lease liabilities 13,240  15,643 
Other long-term liabilities 1,854  2,858 
Total liabilities 171,072  199,114 
STOCKHOLDERS’ EQUITY
Common stock, $0.0001 par value; 100,000,000 shares authorized, issued 11,183,076 and 10,471,410, respectively, and 11,003,424 and 10,291,758 outstanding, respectively
Additional paid-in capital 90,992  87,809 
Treasury stock, at cost (179,652 shares at both period ends) (2,000) (2,000)
Retained earnings 25,137  9,632 
Total stockholders’ equity 114,130  95,442 
Total liabilities and stockholders’ equity $ 285,202  $ 294,556 
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LIMBACH HOLDINGS, INC.
Condensed Consolidated Statements of Cash Flows (Unaudited)
Nine Months Ended
September 30,
(in thousands) 2023 2022
Cash flows from operating activities:
Net income $ 15,505  $ 2,991 
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization 5,751  6,173 
Provision for credit losses / doubtful accounts 186  235 
Stock-based compensation expense 3,374  1,980 
Noncash operating lease expense 2,843  3,336 
Amortization of debt issuance costs 69  100 
Deferred income tax provision (1) (1,077)
Gain on sale of property and equipment (28) (262)
Loss on early termination of operating lease —  849 
Loss on change in fair value of contingent consideration 464  1,151 
Loss on early debt extinguishment 311  — 
Gain on change in fair value of interest rate swap (153) (298)
Changes in operating assets and liabilities:
   Accounts receivable 21,896  (21,906)
   Contract assets 14,014  18,597 
   Other current assets (1,459) 698 
   Accounts payable, including retainage (18,703) (53)
   Prepaid income taxes 95  (101)
   Accrued taxes payable (1,386) 1,763 
   Contract liabilities 2,312  15,810 
   Operating lease liabilities (2,803) (3,264)
   Accrued expenses and other current liabilities 1,997  (3,612)
   Payment of contingent consideration liability in excess of acquisition-date fair value (1,224) — 
   Other long-term liabilities 400  (130)
Net cash provided by operating activities 43,460  22,980 
Cash flows from investing activities:
ACME Transaction, net of cash acquired (4,883) — 
Proceeds from sale of property and equipment 370  442 
Purchase of property and equipment (1,720) (725)
Net cash used in investing activities (6,233) (283)
Cash flows from financing activities:
Payments on Wintrust and A&R Wintrust Term Loans (21,452) (11,571)
Proceeds from Wintrust Revolving Loan 10,000  15,194 
Payments on Wintrust Revolving Loan —  (15,194)
Payment of contingent consideration liability up to acquisition-date fair value (1,776) — 
Payments on finance leases (1,991) (2,051)
Payments of debt issuance costs (50) (427)
Taxes paid related to net-share settlement of equity awards (847) (363)
Proceeds from contributions to Employee Stock Purchase Plan 313  265 
Net cash used in financing activities (15,803) (8,754)
Increase in cash, cash equivalents and restricted cash 21,424  13,943 
Cash, cash equivalents and restricted cash, beginning of period 36,114  14,589 
Cash, cash equivalents and restricted cash, end of period $ 57,538  $ 28,532 
Supplemental disclosures of cash flow information
6

Noncash investing and financing transactions:
Earnout liability associated with the ACME Transaction $ 1,121  $ — 
   Right of use assets obtained in exchange for new operating lease liabilities 1,043  — 
   Right of use assets obtained in exchange for new finance lease liabilities 4,062  2,171 
   Right of use assets disposed or adjusted modifying operating lease liabilities (643) 2,396 
   Right of use assets disposed or adjusted modifying finance lease liabilities (77) (77)
Interest paid 1,482  1,425 
Cash paid for income taxes $ 6,718  $ 768 
7


LIMBACH HOLDINGS, INC.
Condensed Consolidated Segment Operating Results (Unaudited)
Three Months Ended
September 30,
Increase/(Decrease)
(in thousands, except for percentages) 2023 2022 $ %
Statement of Operations Data:    
Revenue:    
GCR $ 61,936  48.5  % $ 62,653  51.2  % $ (717) (1.1) %
ODR 65,832  51.5  % 59,704  48.8  % 6,128  10.3  %
Total revenue 127,768  100.0  % 122,357  100.0  % 5,411  4.4  %
Gross profit:
GCR(1)
11,970  19.3  % 9,648  15.4  % 2,322  24.1  %
ODR(2)
19,274  29.3  % 15,206  25.5  % 4,068  26.8  %
Total gross profit 31,244  24.5  % 24,854  20.3  % 6,390  25.7  %
Selling, general and administrative(3)
20,967  16.4  % 18,688  15.3  % 2,279  12.2  %
Change in fair value of contingent consideration 161  0.1  % 386  0.3  % (225) (58.3) %
Amortization of intangibles 288  0.2  % 386  0.3  % (98) (25.4) %
Total operating income $ 9,828  7.7  % $ 5,394  4.4  % $ 4,434  82.2  %
(1)As a percentage of GCR revenue.
(2)As a percentage of ODR revenue.
(3)Included within selling, general and administrative expenses was $1.1 million and $0.8 million of stock based compensation expense for the three months ended September 30, 2023 and 2022, respectively.

8


LIMBACH HOLDINGS, INC.
Condensed Consolidated Segment Operating Results (Unaudited)
Nine Months Ended
September 30,
Increase/(Decrease)
(in thousands, except for percentages) 2023 2022 $ %
Statement of Operations Data:    
Revenue:    
GCR $ 190,329  50.9  % $ 200,921  56.9  % $ (10,592) (5.3) %
ODR 183,330  49.1  % 152,378  43.1  % 30,952  20.3  %
Total revenue 373,659  100.0  % 353,299  100.0  % 20,360  5.8  %
Gross profit:
GCR(1)
33,560  17.6  % 26,700  13.3  % 6,860  25.7  %
ODR(2)
52,424  28.6  % 37,814  24.8  % 14,610  38.6  %
Total gross profit 85,984  23.0  % 64,514  18.3  % 21,470  33.3  %
Selling, general and administrative(3)
62,433  16.7  % 56,113  15.9  % 6,320  11.3  %
Change in fair value of contingent consideration 464  0.1  % 1,151  0.3  % (687) (59.7) %
Amortization of intangibles 1,054  0.3  % 1,184  0.3  % (130) (11.0) %
Total operating income $ 22,033  5.9  % $ 6,066  1.7  % $ 15,967  263.2  %
(1)As a percentage of GCR revenue.
(2)As a percentage of ODR revenue.
(3)Included within selling, general and administrative expenses was $3.4 million and $2.0 million of stock based compensation expense for the nine months ended September 30, 2023 and 2022, respectively.
9


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) 2023 2022 2023 2022
Net income $ 7,192  $ 3,641  $ 15,505  $ 2,991 
Adjustments:
   Depreciation and amortization 1,892  2,025  5,751  6,173 
   Interest expense 437  547  1,615  1,511 
   Interest income (377) —  (624) — 
   Non-cash stock-based compensation expense 1,140  806  3,374  1,980 
   Loss on early debt extinguishment —  —  311  — 
   Change in fair value of interest rate swap (116) (298) (153) (298)
   CEO transition costs —  —  958  — 
   Loss on early termination of operating lease —  —  —  849 
   Income tax provision 2,760  1,654  5,407  1,275 
   Acquisition and other transaction costs 225  45  524  243 
   Change in fair value of contingent consideration 161  386  464  1,151 
   Restructuring costs(1)
317  1,398  1,089  4,324 
Adjusted EBITDA $ 13,631  $ 10,204  $ 34,221  $ 20,199 
(1)For the three and nine months ended September 30, 2023, the majority of the restructuring costs related to our Southern California and Eastern Pennsylvania branches. For the three and nine months ended September 30, 2022, the majority of the restructuring costs related to our Southern California and Eastern Pennsylvania branches and nominal restructuring costs related to cost initiatives throughout the Company.
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