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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): August 4, 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.)
 
5102 W Laurel Street, Suite 700, Tampa, Florida 33607
(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 August 4, 2026, Limbach Holdings, Inc. (the “Company”) issued a press release dated the same date announcing its financial results for the quarter ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 7.01 Regulation FD Disclosure.
Also on August 4, 2026, the Company issued a press release announcing the closing of its acquisition of Frisco, Texas-based professional services firm, CYMCOR, Inc., for an initial purchase price at closing of $30.0 million to be paid through a combination of available cash and the Company’s revolving credit facility.
A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
In addition, the Company is furnishing its 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 99.3 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 U.S. 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 Current 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 Current 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, including Exhibit 99.2 and Exhibit 99.3 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 they 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: August 4, 2026
 


EX-99.1 2 a20260630ex991pr.htm EX-99.1 Document

limbach-primarylogo_rgbxeda.jpg

FOR IMMEDIATE RELEASE
Limbach Reports Second Quarter 2026 Results
Increases Full Year 2026 Revenue Guidance to $760 million to $790 million and Revises Adjusted EBITDA Guidance to $78 million to $84 million
TAMPA, Fla. – August 4, 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, or MEPC, systems today announced its financial results for the quarter ended June 30, 2026.
Second Quarter 2026 Highlights Compared to Second Quarter 2025
Total revenue increased 21.9% to $173.5 million from $142.2 million
Owner Direct Relationships (“ODR”) revenue increased 17.9%, or $19.5 million, to $128.4 million, or 74.0% of total revenue
Total bookings during the quarter were $182.0 million, generating a book-to-bill ratio of 1.1x
Net income of $4.7 million, or $0.39 per diluted share, compared to $7.8 million, or $0.64 per diluted share
Adjusted net income of $7.6 million, or $0.64 per adjusted diluted earnings per share, compared to adjusted net income of $11.3 million, or $0.93 per adjusted diluted earnings per share
Adjusted EBITDA of $13.9 million, compared to $17.9 million
Total gross profit of $37.3 million, compared to $39.8 million
Net cash provided by operating activities of $18.7 million compared to $2.0 million
Management Comments
“Our second quarter results were primarily affected by project timing and price sensitivity in certain markets rather than a deterioration in underlying demand leading to results that fell below our expectations,” said Michael McCann, President and Chief Executive Officer of Limbach. “Importantly, bookings remained strong at $182.0 million, producing a 1.1x book-to-bill ratio, and reinforcing our confidence that customer demand remains healthy. Based on our strong bookings and the visibility we have into the second half of the year, we believe our revised outlook appropriately reflects the current operating environment and positions us to execute successfully.
“This quarter highlights the importance of executing our strategy of expanding into attractive end markets where we can broaden our service offerings and improve the long-term durability and quality of our earnings. This includes earlier engagement across facility lifecycles to generate opportunities to deliver a broader range of higher-value services while strengthening customer relationships over time. This strategy builds a more balanced and resilient platform positioned to capitalize on attractive secular growth trends. Supported by our strong balance sheet, disciplined capital allocation, and continued operational execution, we believe these initiatives will strengthen margins, enhance earnings power, and increase long-term shareholder value.”
The following are results for the three months ending June 30, 2026, compared to the three months ending June 30, 2025:
Total revenue increased 21.9%, or $31.2 million, to $173.5 million from $142.2 million. The increase in revenue was primarily attributable to Pioneer Power, which was acquired in July 2025, and contributed a full quarter of revenue in the current period with no comparable contribution in the prior-year period. Of the total increase in revenue, acquisition-related revenue represented 21.7%, or $30.9 million. The Company's organic revenue increased slightly for the three months ended June 30, 2026. The Company expects the timing of project commencements and execution within its existing backlog, together with currently expected future bookings, to support organic revenue growth during the remainder of 2026.
ODR segment revenue increased 17.9%, or $19.5 million, to $128.4 million. Acquisition-related revenue increased 21.3%, or $23.2 million, partially offset by a 3.4%, or $3.7 million decrease in organic revenue.


General Contractor Relationships (“GCR”) segment revenue increased 35.3%, or $11.8 million, to $45.0 million. Acquisition-related revenue increased 23.3%, or $7.8 million, while organic revenue increased 12.0%, or $4.0 million.
Total gross profit decreased 6.4% to $37.3 million compared to $39.8 million. Total gross margin of 21.5% decreased from 28.0%.
ODR gross profit decreased 2.6%, or $0.8 million, to $30.8 million from $31.6 million, while gross margin decreased to 24.0% from 29.0%.
GCR gross profit decreased 20.7%, or $1.7 million, to $6.5 million from $8.2 million, while gross margin decreased to 14.5% from 24.7%.
The decrease in segment gross margin percentages was primarily driven by the current lower margin profile of Pioneer Power. Pioneer Power continues to perform in line with the Company’s integration expectations and management expects gross margins to improve as 2026 progresses. Operational and pricing improvement initiatives are underway to enhance profitability at Pioneer Power with the goal of bringing gross margins in line with the Company average over the next two to three years. Gross profit margin was also negatively impacted by lower net project write-ups compared to the prior year period and competition for skilled labor and materials associated with construction activity in data center markets.
Selling, general and administrative (“SG&A”) expense increased by approximately $1.5 million to $28.1 million, compared to $26.6 million in the prior year period. The increase was primarily driven by a $0.7 million increase in incremental SG&A expense associated with the Pioneer Power acquisition and an aggregate $0.6 million increase in total stock-based compensation and payroll related expenses. SG&A expense as a percentage of revenue decreased to 16.2% for the three months ended June 30, 2026, compared to 18.7% for the three months ended June 30, 2025.
Interest expense was $0.8 million, an increase of $0.2 million, compared to $0.6 million in the prior year period. The increase in interest expense was driven by higher average borrowings under the Company’s revolving credit facility, as well as increased financing costs associated with a larger vehicle fleet.
Interest income decreased by $0.3 million compared to the prior year period, primarily due to lower average cash and cash equivalent balances and lower yields on investments.
Net income decreased 38.8% to $4.7 million from $7.8 million. Diluted earnings per share was $0.39 compared to $0.64 in the prior year period.
Adjusted net income decreased 32.1% to $7.6 million compared to $11.3 million. Adjusted diluted earnings per share was $0.64 compared to $0.93 in the prior year period.
Adjusted EBITDA decreased 22.3% to $13.9 million compared to $17.9 million in the prior year period.
Net cash provided by operating activities was $18.7 million compared to $2.0 million in the prior year period.
Balance Sheet
On June 30, 2026, cash and cash equivalents were $17.5 million. Current assets were $223.1 million and current liabilities were $150.2 million, representing a current ratio of 1.49x compared to 1.44x at December 31, 2025. On June 30, 2026, the Company had $17.5 million in borrowings under its revolving credit facility and $7.0 million of standby letters of credit. The Company intends to deploy free cash flow to continue to reduce its borrowings under its revolving credit facility for the remainder of the year. As we previously reported, on July 24, 2026, the Company entered into an amendment to its amended and restated credit agreement with its lender, Wheaton Bank & Trust Company, N.A., a subsidiary of Wintrust Financial Corporation, to increase the aggregate principal amount of available borrowings under its revolving credit facility from $100 million to $125 million and make certain related conforming changes to the credit facility.
On August 4, 2026, the Company completed its acquisition of CYMCOR, Inc. (“CYMCOR”), for a purchase price at closing of $30.0 million. The purchase price is subject to customary working capital adjustments. The acquisition was funded through a combination of available cash and borrowing under the Company’s recently expanded revolving credit facility. The CYMCOR acquisition occurred after the end of the second quarter. The balance sheet information as of June 30, 2026 does not include the funding impact of the acquisition.
2

2026 Guidance
The Company is updating its FY 2026 guidance as follows to reflect its current operating environment. The revised guidance excludes any contribution from the recently completed CYMCOR acquisition or future acquisitions.
Current Previous
Revenue $760 million - $790 million $730 million - $760 million
Adjusted EBITDA $78 million - $84 million $90 million - $94 million
Assumptions:
Total organic revenue growth(1)
9 - 14% 4 - 8%
ODR revenue as a percentage of total revenue 70 - 80% 75 - 80%
ODR organic revenue growth(1)
6 - 10% 9 - 12%
Gross margin percentage 23 - 24% 26 - 27%
SG&A expense as a percentage of total revenue 15 - 16% 15 - 17%
Free cash flow(2)
75% of Adjusted EBITDA 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 under the heading “Supplemental Revenue Disclosures” 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: Wednesday, August 5, 2026
Time: 9:00 a.m. Eastern Time
Participant Dial-In Numbers:
Domestic callers: (888) 396-8049
International callers: +1 (416) 764-8646
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=LYkmLAUY. 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 1,600 team members across 22 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
3

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, bookings, projected full year 2026 organic ODR and/or organic 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


4

LIMBACH HOLDINGS, INC.
Condensed Consolidated Statements of Operations (Unaudited)
Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands, except share and per share data) 2026 2025 2026 2025
Revenue $ 173,457  $ 142,241  $ 312,316  $ 275,349 
Cost of revenue 136,164  102,415  243,853  198,804 
Gross profit 37,293  39,826  68,463  76,545 
Operating expenses:
Selling, general and administrative 28,116  26,632  56,230  53,150 
Acquisition-related retention expense and contingent consideration 230  795  379  1,222 
Amortization of intangibles 1,695  1,757  3,469  3,620 
Total operating expenses 30,041  29,184  60,078  57,992 
Operating income 7,252  10,642  8,385  18,553 
Other (expenses) income:
Interest expense (773) (563) (1,474) (1,089)
Interest income 334  16  704 
Gain on disposition of property and equipment 81  407  319  740 
Gain (loss) on change in fair value of interest rate swap 22  (56) 60  (153)
Total other (expense) income (669) 122  (1,079) 202 
Income before income taxes 6,583  10,764  7,306  18,755 
Income tax expense (benefit) 1,836  3,002  (1,821) 779 
Net income $ 4,747  $ 7,762  $ 9,127  $ 17,976 
Earnings Per Share (“EPS”)
Earnings per common share:
    Basic $ 0.40  $ 0.67  $ 0.77  $ 1.56 
    Diluted $ 0.39  $ 0.64  $ 0.76  $ 1.48 
Weighted average number of shares outstanding:
Basic 11,921,067  11,624,639  11,840,680  11,522,614 
Diluted 12,040,218  12,114,221  12,047,368  12,106,967 

5

LIMBACH HOLDINGS, INC.
Condensed Consolidated Balance Sheets (Unaudited)
(in thousands, except share and per share data) June 30, 2026 December 31, 2025
ASSETS
Current assets:
Cash and cash equivalents $ 17,529  $ 11,345 
Restricted cash 65  65 
Accounts receivable (net of allowance for credit losses of $462 and $396, respectively) 149,328  133,205 
Contract assets, net 41,587  45,467 
Income tax receivable 2,201  — 
Other current assets 12,438  4,967 
Total current assets 223,148  195,049 
Property and equipment, net 39,166  43,309 
Intangible assets, net 45,776  49,187 
Goodwill 72,644  70,600 
Operating lease right-of-use assets 18,220  19,792 
Deferred tax asset 4,739  2,917 
Other assets 314  276 
Total assets $ 404,007  $ 381,130 
LIABILITIES
Current liabilities:
Current portion of long-term debt $ 4,862  $ 5,031 
Current operating lease liabilities 4,592  4,379 
Accounts payable, including retainage 80,333  74,172 
Contract liabilities, net 35,127  20,936 
Accrued income taxes —  1,152 
Accrued expenses and other current liabilities 25,332  29,416 
Total current liabilities 150,246  135,086 
Long-term debt 35,842  30,536 
Long-term operating lease liabilities 14,290  15,925 
Other long-term liabilities 481  3,922 
Total liabilities 200,859  185,469 
STOCKHOLDERS’ EQUITY
Common stock, $0.0001 par value; 100,000,000 shares authorized, issued 12,100,719 and 11,806,466, respectively, and 11,921,067 and 11,626,814 outstanding, respectively
Additional paid-in capital 95,695  97,335 
Treasury stock, at cost (179,652 shares at both period ends) (2,000) (2,000)
Retained earnings 109,452  100,325 
Total stockholders’ equity 203,148  195,661 
Total liabilities and stockholders’ equity $ 404,007  $ 381,130 
6


LIMBACH HOLDINGS, INC.
Condensed Consolidated Statements of Cash Flows (Unaudited)
Three Months Ended June 30, Six Months Ended
June 30,
(in thousands) 2026 2025 2026 2025
Cash flows from operating activities:
Net income $ 4,747  $ 7,762  $ 9,127  $ 17,976 
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization 4,308  3,923  8,725  7,995 
Provision for credit losses 108  62  224  139 
Non-cash stock-based compensation expense 2,066  1,642  3,920  3,236 
Non-cash operating lease expense 1,123  998  2,223  1,992 
Amortization of debt issuance costs 16  10  32  21 
Deferred income tax (benefit) provision 1,836  2,009  (1,821) 128 
Gain on sale of property and equipment (81) (407) (319) (740)
Acquisition-related retention expense and contingent consideration 230  795  379  1,222 
(Gain) loss on change in fair value of interest rate swap (22) 56  (60) 153 
Changes in operating assets and liabilities:
   Accounts receivable (28,930) (2,445) (16,347) 6,455 
   Contract assets and contract liabilities, net 19,875  (8,867) 15,913  (10,775)
   Other current assets (3,501) 1,305  (7,471) (1,040)
   Accounts payable, including retainage 18,168  578  6,123  (5,428)
   Prepaid income taxes (2,201) (1,916) (2,201) (1,916)
   Accrued taxes payable (1,152) (1,131) (1,152) (1,470)
   Operating lease liabilities (1,062) (983) (2,134) (1,968)
   Accrued expenses and other current liabilities 3,851  (1,308) (397) (10,890)
Payments of contingent consideration liability in excess of acquisition-date fair value (509) —  (3,404) (711)
   Other long-term liabilities (132) (82) (432) (137)
Net cash provided by operating activities 18,738  2,001  10,928  4,242 
Cash flows from investing activities:
Consolidated Mechanical Transaction, measurement period adjustment —  11  —  (3)
Proceeds from sale of property and equipment 81  607  380  926 
Advances from joint ventures —  —  — 
Purchases of property and equipment (639) (845) (1,046) (3,075)
Net cash used in investing activities (558) (227) (665) (2,152)
Cash flows from financing activities:
Payments on Wintrust Revolving Loan (61,016) —  (93,128) — 
Proceeds from Wintrust Revolving Loan 46,136  —  100,628  — 
Payments of debt issuance costs —  (125) —  (125)
Payments of contingent consideration liability up to acquisition-date fair value (402) —  (3,507) (2,289)
Payments on finance leases (1,237) (916) (2,501) (1,767)
Proceeds from the sale of shares to cover employee taxes —  —  5,945  6,344 
Taxes paid related to net-share settlement of equity awards —  —  (12,037) (10,684)
Proceeds from contributions to Employee Stock Purchase Plan 102  117  521  441 
Net cash used in financing activities (16,417) (924) (4,079) (8,080)
Increase (decrease) in cash, cash equivalents and restricted cash 1,763  850  6,184  (5,990)
Cash, cash equivalents and restricted cash, beginning of period 15,831  38,155  11,410  44,995 
Cash, cash equivalents and restricted cash, end of period $ 17,594  $ 39,005  $ 17,594  $ 39,005 
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Supplemental disclosures of cash flow information
Noncash investing and financing transactions:
Kent Island Transaction, measurement period adjustment $ —  $ —  $ —  $ (94)
Right of use assets obtained in exchange for new operating lease liabilities 121  1,676  710  1,676 
Right of use assets obtained in exchange for new finance lease liabilities 177  6,615  177  7,933 
Right of use assets disposed or adjusted modifying finance lease liabilities 11  —  20  — 
Interest paid 764  532  1,453  1,058 
Cash paid for income taxes $ 3,353  $ 4,023  $ 3,353  $ 4,023 
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LIMBACH HOLDINGS, INC.
Condensed Consolidated Segment Operating Results (Unaudited)
Three Months Ended June 30, Increase/(Decrease)
(in thousands, except for percentages) 2026 2025 $ %
Statement of Operations Data:
Revenue:
ODR $ 128,414  74.0  % $ 108,948  76.6  % $ 19,466  17.9  %
GCR 45,043  26.0  % 33,293  23.4  % 11,750  35.3  %
Total revenue 173,457  100.0  % 142,241  100.0  % 31,216  21.9  %
Cost of revenue:
ODR(1)
97,654  76.0  % 77,359  71.0  % 20,295  26.2  %
GCR(2)
38,510  85.5  % 25,056  75.3  % 13,454  53.7  %
Total cost of revenue 136,164  78.5  % 102,415  72.0  % 33,749  33.0  %
Gross profit:
ODR(1)
30,760  24.0  % 31,589  29.0  % (829) (2.6) %
GCR(2)
6,533  14.5  % 8,237  24.7  % (1,704) (20.7) %
Total gross profit 37,293  21.5  % 39,826  28.0  % (2,533) (6.4) %
Selling, general and administrative(3)
28,116  16.2  % 26,632  18.7  % 1,484  5.6  %
Acquisition-related retention expense and contingent consideration 230  0.1  % 795  0.6  % (565) (71.1) %
Amortization of intangibles 1,695  1.0  % 1,757  1.2  % (62) (3.5) %
Total operating income $ 7,252  4.2  % $ 10,642  7.5  % $ (3,390) (31.9) %
(1)As a percentage of ODR revenue.
(2)As a percentage of GCR revenue.
(3)Included within selling, general and administrative expenses was $2.1 million and $1.6 million of non-cash stock-based compensation expense for the three months ended June 30, 2026 and 2025, respectively.

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LIMBACH HOLDINGS, INC.
Condensed Consolidated Segment Operating Results (Unaudited)
Six Months Ended June 30, Increase/(Decrease)
(in thousands, except for percentages) 2026 2025 $ %
Statement of Operations Data:
Revenue:
ODR $ 228,225  73.1  % $ 199,341  72.4  % $ 28,884  14.5  %
GCR 84,091  26.9  % 76,008  27.6  % 8,083  10.6  %
Total revenue 312,316  100.0  % 275,349  100.0  % 36,967  13.4  %
Cost of revenue:
ODR(1)
174,481  76.5  % 141,591  71.0  % 32,890  23.2  %
GCR(2)
69,372  82.5  % 57,213  75.3  % 12,159  21.3  %
Total cost of revenue 243,853  78.1  % 198,804  72.2  % 45,049  22.7  %
Gross profit:
ODR(1)
53,744  23.5  % 57,750  29.0  % (4,006) (6.9) %
GCR(2)
14,719  17.5  % 18,795  24.7  % (4,076) (21.7) %
Total gross profit 68,463  21.9  % 76,545  27.8  % (8,082) (10.6) %
Selling, general and administrative(3)
56,230  18.0  % 53,150  19.3  % 3,080  5.8  %
Acquisition-related retention expense and contingent consideration 379  0.1  % 1,222  0.4  % (843) (69.0) %
Amortization of intangibles 3,469  1.1  % 3,620  1.3  % (151) (4.2) %
Total operating income $ 8,385  2.7  % $ 18,553  6.7  % $ (10,168) (54.8) %
(1)As a percentage of ODR revenue.
(2)As a percentage of GCR revenue.
(3)Included within selling, general and administrative expenses was $3.9 million and $3.2 million of non-cash stock-based compensation expense for the six months ended June 30, 2026 and 2025, respectively.
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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 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.
Backlog and Bookings
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.
Bookings (we also refer to bookings in certain instances as sales booked) represent the total contract value agreed upon when a customer commits to services. We believe bookings provide an indication of trends in our operating results, including potential cash flows, that are not necessarily reflected in our revenue because we recognize revenue in accordance with ASC 606 – Revenue from Contracts with Customers, which is different from how we present bookings. See Note 4 – Revenue from Contracts with Customers within our Form 10-Q for the quarter ended June 30, 2026, for additional discussion on revenue recognition. Our bookings may vary significantly quarter to quarter depending in part on the timing of the execution of our agreements with our customers. Our book-to-bill ratio is defined as bookings for the defined period divided by revenue for the defined period. Measuring bookings involves the use of estimates and judgments and there are no independent standards or requirements governing the
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calculation of bookings. The extent and timing of conversion of bookings to revenue may be impacted by, among other factors, the types of services sold, agreement duration, the pace of customer spending, actual volumes of services delivered as compared to the volumes anticipated at the time of sale, and agreement modifications, including terminations, over the lifetime of agreements. Some of our arrangements are terminable by the customer. We do not update our bookings for subsequent terminations. Information regarding our bookings is not comparable to, nor should it be substituted for, an analysis of our reported revenue. However, management believes that it is a key indicator of potential future business and provides a useful indicator of the volume of our business over time as a key metric.
Reconciliation of Net Income to Adjusted EBITDA (unaudited)
Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands except for percentages) 2026 2025 2026 2025
Net income $ 4,747  $ 7,762  $ 9,127  $ 17,976 
Adjustments:
Depreciation and amortization 4,308  3,923  8,725  7,995 
Interest expense 773  563  1,474  1,089 
Interest income (1) (334) (16) (704)
Stock-based compensation expense 2,066  1,642  4,705  3,654 
Change in fair value of interest rate swap (22) 56  (60) 153 
Income tax expense (benefit) 1,836  3,002  (1,821) 779 
Acquisition and other transaction costs —  472  —  522 
Acquisition-related retention expense and contingent consideration 230  795  379  1,222 
Restructuring costs(1)
67  97  134 
Adjusted EBITDA $ 13,940  $ 17,948  $ 22,610  $ 32,820 
Revenue $ 173,457  $ 142,241  $ 312,316  $ 275,349 
Adjusted EBITDA Margin 8.0  % 12.6  % 7.2  % 11.9  %
(1)    For the three and six months ended June 30, 2026 and 2025, the majority of the restructuring costs related to our Southern California and Eastern Pennsylvania branches.


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Reconciliation to Adjusted Net Income and Adjusted Diluted Earnings Per Share (unaudited)
Three Months Ended June 30, Six Months Ended June 30,
(in thousands, except share and per share amounts) 2026 2025 2026 2025
Net income and diluted earnings per share $ 4,747 $ 0.39  $ 7,762 $ 0.64  $ 9,127 $ 0.76  $ 17,976 $ 1.48 
Pre-tax Adjustments:
Amortization of acquisition-related intangible assets 1,695 0.14  1,757  0.15  3,469 0.29  3,620 0.30 
Stock-based compensation expense 2,066 0.17  1,642 0.14  4,705 0.39  3,654 0.30 
Change in fair value of interest rate swap (22) —  56 —  (60) —  153 0.01 
Restructuring costs(1)
3 —  67 —  97 0.01  134 0.01 
Acquisition-related retention expense and contingent consideration 230 0.02  795 0.07  379 0.03  1,222 0.10 
Acquisition and other transaction costs —  472 0.04  —  522 0.05 
Tax effect of reconciling items(2)
(1,072) (0.09) (1,293) (0.11) (2,319) (0.19) (2,512) (0.20)
Adjusted net income and adjusted diluted earnings per share $ 7,647 $ 0.64  $ 11,258 $ 0.93  $ 15,398 $ 1.28  $ 24,769 $ 2.05 
Weighted average number of shares outstanding: Diluted 12,040,218  12,114,221  12,047,368  12,106,967 
(1)    For the three and six months ended June 30, 2026 and 2025, 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 six months ended June 30, 2026, compared to revenue for the three and six months ended June 30, 2025:
(in thousands except for percentages) ODR % GCR % Total Revenue %
Revenue: Three months ended June 30, 2025 $ 108,948  $ 33,293  $ 142,241 
Components of revenue change:
Organic revenue (3,716) (3.4) % 3,997  12.0  % 281  0.2  %
Acquisition-related revenue(1)
23,182  21.3  % 7,753  23.3  % 30,935  21.7  %
Revenue: Three months ended June 30, 2026 $ 128,414  17.9  % $ 45,043  35.3  % $ 173,457  21.9  %
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(in thousands except for percentages) ODR % GCR % Total Revenue %
Revenue: Six months ended June 30, 2025 $ 199,341  $ 76,008  $ 275,349 
Components of revenue change:
Organic revenue (8,598) (4.3) % (8,912) (11.7) % (17,510) (6.4) %
Acquisition-related revenue(1)
37,482  18.8  % 16,995  22.4  % 54,477  19.8  %
Revenue: Six months ended June 30, 2026 $ 228,225  14.5  % $ 84,091  10.6  % $ 312,316  13.4  %
(1)    Acquisition-related revenue reflects revenue attributable to the July 2025 acquisition of Pioneer Power.
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EX-99.2 3 ex992-cymcorpprfinal8426.htm EX-99.2 ex992-cymcorpprfinal8426
Limbach Announces Acquisition of CYMCOR to Strengthen Data Center Services Platform TAMPA, Fla. – August 4, 2026 – Limbach Holdings, Inc. (Nasdaq: LMB) ("Limbach," or the "Company"), a building systems solutions firm that partners with building owners and operators of mission-critical mechanical, electrical, plumbing, and controls ("MEPC") infrastructure, today announced that it has acquired CYMCOR, Inc. ("CYMCOR"), a professional services firm specializing in program management, commissioning oversight, and strategic consulting for hyperscale, colocation, enterprise, and mission- critical data center clients. These capabilities also extend to other technically demanding markets, including healthcare. Transaction Details and Rationale The acquisition was completed for a purchase price of $30 million (subject to customary post-closing adjustments) and was funded through a combination of cash on hand and borrowings under the Company's recently expanded revolving credit facility. The Company currently expects CYMCOR to contribute approximately $12 million in professional services revenue and $4 million in adjusted EBITDA in 2027, not including potential revenue synergies or incremental project pull-through. Limbach’s immediate focus will be on integrating operations, leveraging complementary capabilities, and expanding customer relationships through the combined platform. A key strategic benefit of the acquisition is its ability to increase pull-through project revenue across Limbach's existing markets while expanding our presence in data center infrastructure. Through its program management services, CYMCOR currently oversees project budgets for customers that have a cumulative value exceeding $8 billion. The Company believes this early engagement with owners will create meaningful opportunities for Limbach to provide engineering, construction, commissioning, maintenance and other lifecycle services. Limbach has successfully employed a similar model in healthcare and believes CYMCOR can extend that approach into data centers and other mission-critical markets. The acquisition expands Limbach’s geographic reach, strengthens its ability to serve national and multi- site data center customers, and positions the Company to engage directly with building owners earlier in the facility lifecycle.


 
Management Commentary Mike McCann, President and Chief Executive Officer of Limbach, stated, " We are excited to welcome the CYMCOR team to the Limbach family. CYMCOR positions Limbach further upstream in the owner decision-making process, creating opportunities to generate high-margin professional services revenue while driving downstream project bookings across our platform. CYMCOR brings trusted owner relationships and specialized expertise that would have taken years to develop organically. “CYMCOR’s business model closely mirrors Limbach’s proven healthcare program management platform, giving us confidence in our ability to drive value in this mission-critical market. Over the last twelve months, our healthcare program management platform generated approximately $3 million of professional services revenue and pulled through approximately $60 million of project bookings resulting in a 20x pull through multiple. Building on that success, this acquisition strengthens our ability to scale nationally while extending a proven and repeatable business model we have already established in healthcare.” Marc Robertson, President of CYMCOR, added, "Over the past two decades, CYMCOR has built a reputation as a trusted advisor to owners managing some of the most complex capital programs in the industry. Limbach’s growing national presence, engineering expertise and operational resources will strengthen our capabilities, broaden our customer reach, and support long-term growth. We're excited to build on CYMCOR's strong reputation while becoming part of an organization that shares our values, customer focus, and long-term vision." About CYMCOR CYMCOR is a mission-critical program management and consulting firm specializing in the planning, management, and delivery of complex data center infrastructure projects. The company partners directly with owners to provide strategic program management, commissioning oversight, and lifecycle consulting services that help deliver high-performing, resilient facilities. With a presence in key data center markets including Dallas/Fort Worth, Atlanta, Charlotte, and Northern Virginia, CYMCOR is recognized for its customer-focused approach, technical expertise, and ability to successfully execute complex mission-critical projects. For more information, please visit www.cymcor.com 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 1,600 team members across 22 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. Forward-Looking Statements We make forward-looking statements in this press release within the meaning of the Private Securities Litigation Reform Act of 1995, including but not limited to, those related to the future contributions and performance of CYMCOR. These forward-looking statements relate to expectations or forecasts for future events. 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


 
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