|
Delaware, USA
|
|
46-5399422
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer Identification
No.)
|
|
|
|
1251 Waterfront Place, Suite 201
Pittsburgh, Pennsylvania
|
|
15222
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Title of Each Class
|
|
Trading Symbol(s)
|
|
Name of Each Exchange on Which Registered
|
Common Stock, par value $0.0001 per share
|
|
LMB
|
|
The Nasdaq Stock Market LLC
|
|
|
|
|
|
|
|
|
||
|
||
|
||
|
||
|
||
|
|
|
|
|
|
|
|
|
(in thousands, except share and per share data)
|
June 30,
2020 |
|
December 31,
2019 |
||||
ASSETS
|
|
|
|
|
|
||
Current assets
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
28,829
|
|
|
$
|
8,344
|
|
Restricted cash
|
113
|
|
|
113
|
|
||
Accounts receivable, net
|
101,451
|
|
|
105,067
|
|
||
Contract assets
|
72,287
|
|
|
77,188
|
|
||
Income tax receivable
|
665
|
|
|
494
|
|
||
Other current assets
|
4,340
|
|
|
4,174
|
|
||
Total current assets
|
207,685
|
|
|
195,380
|
|
||
|
|
|
|
||||
Property and equipment, net
|
20,161
|
|
|
21,287
|
|
||
Intangible assets, net
|
11,894
|
|
|
12,311
|
|
||
Goodwill
|
6,129
|
|
|
6,129
|
|
||
Operating lease right-of-use assets
|
19,616
|
|
|
21,056
|
|
||
Deferred tax asset
|
3,988
|
|
|
4,786
|
|
||
Other assets
|
530
|
|
|
668
|
|
||
Total assets
|
$
|
270,003
|
|
|
$
|
261,617
|
|
|
|
|
|
||||
LIABILITIES
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Current portion of long-term debt
|
$
|
6,414
|
|
|
$
|
4,425
|
|
Current operating lease liabilities
|
3,681
|
|
|
3,750
|
|
||
Accounts payable, including retainage
|
66,748
|
|
|
86,267
|
|
||
Contract liabilities
|
58,624
|
|
|
42,370
|
|
||
Accrued expenses and other current liabilities
|
29,373
|
|
|
20,057
|
|
||
Total current liabilities
|
164,840
|
|
|
156,869
|
|
||
Long-term debt
|
37,521
|
|
|
38,868
|
|
||
Long-term operating lease liabilities
|
16,502
|
|
|
18,247
|
|
||
Other long-term liabilities
|
940
|
|
|
763
|
|
||
Total liabilities
|
219,803
|
|
|
214,747
|
|
||
Commitments and contingencies (Note 15)
|
|
|
|
|
|
||
|
|
|
|
||||
STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Common stock, $0.0001 par value; 100,000,000 shares authorized, 7,853,377 issued and outstanding at June 30, 2020 and 7,688,958 at December 31, 2019
|
1
|
|
|
1
|
|
||
Additional paid-in capital
|
56,992
|
|
|
56,557
|
|
||
Accumulated deficit
|
(6,793
|
)
|
|
(9,688
|
)
|
||
Total stockholders’ equity
|
50,200
|
|
|
46,870
|
|
||
Total liabilities and stockholders’ equity
|
$
|
270,003
|
|
|
$
|
261,617
|
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
(in thousands, except share and per share data)
|
|
|
|
(As Recast)
|
|
|
|
(As Recast)
|
||||||||
Revenue
|
|
$
|
135,185
|
|
|
$
|
132,603
|
|
|
$
|
273,957
|
|
|
$
|
266,350
|
|
Cost of revenue
|
|
114,850
|
|
|
114,908
|
|
|
235,398
|
|
|
229,031
|
|
||||
Gross profit
|
|
20,335
|
|
|
17,695
|
|
|
38,559
|
|
|
37,319
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative expenses
|
|
13,752
|
|
|
17,079
|
|
|
30,552
|
|
|
33,124
|
|
||||
Amortization of intangibles
|
|
274
|
|
|
175
|
|
|
417
|
|
|
350
|
|
||||
Total operating expenses
|
|
14,026
|
|
|
17,254
|
|
|
30,969
|
|
|
33,474
|
|
||||
Operating income
|
|
6,309
|
|
|
441
|
|
|
7,590
|
|
|
3,845
|
|
||||
Other income (expenses):
|
|
|
|
|
|
|
|
|
||||||||
Interest expense, net
|
|
(2,137
|
)
|
|
(1,597
|
)
|
|
(4,295
|
)
|
|
(2,430
|
)
|
||||
Gain (loss) on disposition of property and equipment
|
|
(13
|
)
|
|
9
|
|
|
17
|
|
|
21
|
|
||||
Loss on debt extinguishment
|
|
—
|
|
|
(513
|
)
|
|
—
|
|
|
(513
|
)
|
||||
Gain (loss) on change in fair value of warrant liability
|
|
(102
|
)
|
|
(103
|
)
|
|
59
|
|
|
(103
|
)
|
||||
Total other expenses
|
|
(2,252
|
)
|
|
(2,204
|
)
|
|
(4,219
|
)
|
|
(3,025
|
)
|
||||
Income (loss) before income taxes
|
|
4,057
|
|
|
(1,763
|
)
|
|
3,371
|
|
|
820
|
|
||||
Income tax provision (benefit)
|
|
1,110
|
|
|
(474
|
)
|
|
476
|
|
|
261
|
|
||||
Net income (loss)
|
|
$
|
2,947
|
|
|
$
|
(1,289
|
)
|
|
$
|
2,895
|
|
|
$
|
559
|
|
Earnings Per Share (“EPS”)
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) per common share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.38
|
|
|
(0.17
|
)
|
|
$
|
0.37
|
|
|
0.07
|
|
||
Diluted
|
|
$
|
0.37
|
|
|
(0.17
|
)
|
|
$
|
0.37
|
|
|
0.07
|
|
||
Weighted average number of shares outstanding:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
7,845,515
|
|
|
7,643,133
|
|
|
7,821,594
|
|
|
7,643,133
|
|
||||
Diluted
|
|
7,905,368
|
|
|
7,643,133
|
|
|
7,878,246
|
|
|
7,717,484
|
|
|
Common Stock
|
|
|
|
|
|
|
|||||||||||
(in thousands, except share amounts)
|
Number of
shares
outstanding
|
|
Par value
amount
|
|
Additional
paid-in
capital
|
|
Accumulated
deficit
|
|
Stockholders’
equity
|
|||||||||
Balance at December 31, 2019
|
7,688,958
|
|
|
$
|
1
|
|
|
$
|
56,557
|
|
|
$
|
(9,688
|
)
|
|
$
|
46,870
|
|
Stock-based compensation
|
—
|
|
|
—
|
|
|
295
|
|
|
—
|
|
|
295
|
|
||||
Shares issued related to vested restricted stock units
|
104,905
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(52
|
)
|
|
(52
|
)
|
||||
Balance at March 31, 2020
|
7,793,863
|
|
|
$
|
1
|
|
|
$
|
56,852
|
|
|
$
|
(9,740
|
)
|
|
$
|
47,113
|
|
Stock-based compensation
|
—
|
|
|
—
|
|
|
140
|
|
|
—
|
|
|
140
|
|
||||
Shares issued related to vested restricted stock units
|
59,514
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
2,947
|
|
|
2,947
|
|
||||
Balance at June 30, 2020
|
7,853,377
|
|
|
$
|
1
|
|
|
$
|
56,992
|
|
|
$
|
(6,793
|
)
|
|
$
|
50,200
|
|
|
Common Stock
|
|
|
|
|
|
|
|||||||||||
(in thousands, except share amounts)
|
Number of
shares
outstanding
|
|
Par value
amount
|
|
Additional
paid-in
capital
|
|
Accumulated
deficit
|
|
Stockholders’
equity
|
|||||||||
Balance at December 31, 2018
|
7,592,911
|
|
|
$
|
1
|
|
|
$
|
54,791
|
|
|
$
|
(8,424
|
)
|
|
$
|
46,368
|
|
Cumulative effect of accounting change - ASC Topic 606
|
—
|
|
|
—
|
|
|
—
|
|
|
639
|
|
|
639
|
|
||||
Cumulative effect of accounting change - ASC Topic 842
|
—
|
|
|
—
|
|
|
—
|
|
|
(128
|
)
|
|
(128
|
)
|
||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
367
|
|
|
—
|
|
|
367
|
|
||||
Shares issued related to vested restricted stock units
|
50,222
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
1,847
|
|
|
1,847
|
|
||||
Balance at March 31, 2019 (As Recast)
|
7,643,133
|
|
|
$
|
1
|
|
|
$
|
55,158
|
|
|
$
|
(6,066
|
)
|
|
$
|
49,093
|
|
Stock-based compensation
|
—
|
|
|
—
|
|
|
515
|
|
|
—
|
|
|
515
|
|
||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,289
|
)
|
|
(1,289
|
)
|
||||
Balance at June 30, 2019 (As Recast)
|
7,643,133
|
|
|
$
|
1
|
|
|
$
|
55,673
|
|
|
$
|
(7,355
|
)
|
|
$
|
48,319
|
|
|
Six months ended June 30,
|
||||||
|
2020
|
|
2019
|
||||
(in thousands)
|
|
|
(As Recast)
|
||||
Cash flows from operating activities:
|
|
|
|
|
|
||
Net income
|
$
|
2,895
|
|
|
$
|
559
|
|
Adjustments to reconcile net income to cash provided by (used in) operating activities:
|
|
|
|
||||
Depreciation and amortization
|
3,140
|
|
|
2,873
|
|
||
Provision for doubtful accounts
|
27
|
|
|
33
|
|
||
Stock-based compensation expense
|
435
|
|
|
882
|
|
||
Noncash operating lease expense
|
2,025
|
|
|
1,818
|
|
||
Amortization of debt issuance costs
|
1,080
|
|
|
510
|
|
||
Deferred income tax (benefit) provision
|
798
|
|
|
214
|
|
||
Gain on sale of property and equipment
|
(17
|
)
|
|
(21
|
)
|
||
Loss on debt extinguishment
|
—
|
|
|
513
|
|
||
Gain on change in fair value of warrant liability
|
(59
|
)
|
|
103
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
3,588
|
|
|
(5,737
|
)
|
||
Contract assets
|
4,901
|
|
|
(4,476
|
)
|
||
Other current assets
|
(166
|
)
|
|
30,138
|
|
||
Accounts payable, including retainage
|
(19,519
|
)
|
|
(4,651
|
)
|
||
Prepaid income taxes
|
(171
|
)
|
|
85
|
|
||
Accrued taxes payable
|
(11
|
)
|
|
10
|
|
||
Contract liabilities
|
16,254
|
|
|
(4,686
|
)
|
||
Operating lease liabilities
|
(2,399
|
)
|
|
(1,818
|
)
|
||
Accrued expenses and other current liabilities
|
9,419
|
|
|
(31,923
|
)
|
||
Other long-term liabilities
|
237
|
|
|
(87
|
)
|
||
Net cash provided by (used in) operating activities
|
22,457
|
|
|
(15,661
|
)
|
||
Cash flows from investing activities:
|
|
|
|
||||
Proceeds from sale of property and equipment
|
64
|
|
|
77
|
|
||
Advances to joint ventures
|
(1
|
)
|
|
1
|
|
||
Purchase of property and equipment
|
(660
|
)
|
|
(1,229
|
)
|
||
Net cash used in investing activities
|
(597
|
)
|
|
(1,151
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Increase in bank overdrafts
|
—
|
|
|
2,783
|
|
||
Payments on Credit Agreement term loan
|
—
|
|
|
(14,335
|
)
|
||
Proceeds from Credit Agreement revolver
|
—
|
|
|
17,500
|
|
||
Payments on Credit Agreement revolver
|
—
|
|
|
(17,500
|
)
|
||
Proceeds from 2019 Revolving Credit Facility
|
7,250
|
|
|
7,500
|
|
||
Payments on 2019 Revolving Credit Facility
|
(7,250
|
)
|
|
(7,500
|
)
|
||
Proceeds from 2019 refinancing Term Loan, net of debt discount
|
—
|
|
|
38,643
|
|
||
Warrants issued in conjunction with the 2019 Refinancing Term Loan
|
—
|
|
|
969
|
|
||
Embedded derivative associated with the 2019 Refinancing Term Loan
|
—
|
|
|
388
|
|
||
Payments on Bridge Term Loan
|
—
|
|
|
(7,736
|
)
|
Payments on finance leases
|
(1,285
|
)
|
|
(1,140
|
)
|
||
Payments of debt issuance costs
|
—
|
|
|
(3,339
|
)
|
||
Taxes paid related to net-share settlement of equity awards
|
(90
|
)
|
|
(29
|
)
|
||
Net cash (used in) provided by financing activities
|
(1,375
|
)
|
|
16,204
|
|
||
Increase in cash, cash equivalents and restricted cash
|
20,485
|
|
|
(608
|
)
|
||
Cash, cash equivalents and restricted cash, beginning of period
|
8,457
|
|
|
1,732
|
|
||
Cash, cash equivalents and restricted cash, end of period
|
$
|
28,942
|
|
|
$
|
1,124
|
|
Supplemental disclosures of cash flow information
|
|
|
|
||||
Noncash investing and financing transactions:
|
|
|
|
||||
Right of use assets obtained in exchange for new operating lease liabilities
|
$
|
—
|
|
|
$
|
3,022
|
|
Right of use assets obtained in exchange for new finance lease liabilities
|
1,050
|
|
|
1,630
|
|
||
Right of use assets disposed or adjusted modifying operating lease liabilities
|
586
|
|
|
1,651
|
|
||
Right of use assets disposed or adjusted modifying finance lease liabilities
|
(64
|
)
|
|
—
|
|
||
Interest paid
|
$
|
3,250
|
|
|
$
|
1,621
|
|
•
|
Identification of projects that have been shut down and methods for seeking to preserve any contractual entitlement that may exist;
|
•
|
Establishment of a task force to identify possible types and areas of impact from COVID-19 for both shutdown and continuing operations;
|
•
|
Examination of the Company's productivity and potential impact on gross profit as a result of COVID-19;
|
•
|
Implementation of the Company's pandemic response plan;
|
•
|
Implemented our furlough and work schedule reduction plans, as well as permanent reductions in force;
|
•
|
Suspended substantially all discretionary, non-essential expenditures, including but not limited to, auto allowances, deferral of rent ranging between 1 and 3 months, 10% salary reduction for a select group of corporate and regional management and cost reduction opportunities identified by our external consultant; and
|
•
|
Continued our hiring freeze.
|
CONDENSED CONSOLIDATED BALANCE SHEET
|
|||||||||||
(Unaudited)
|
|||||||||||
(in thousands)
|
Previously Reported Balance as of June 30, 2019(a)
|
|
Adjustments due to ASC Topic 606
|
|
Adjustments due to ASC Topic 842
|
|
Balance as of June 30, 2019 (As Recast)
|
||||
Assets
|
|
|
|
|
|
|
|
||||
Accounts receivable, net (b)
|
142,761
|
|
|
(31,236
|
)
|
|
—
|
|
|
111,525
|
|
Contract assets
|
—
|
|
|
68,285
|
|
|
—
|
|
|
68,285
|
|
Costs and estimated earnings in excess of billings on uncompleted contracts
|
36,030
|
|
|
(36,030
|
)
|
|
—
|
|
|
—
|
|
Other current assets
|
4,637
|
|
|
1
|
|
|
—
|
|
|
4,638
|
|
Operating lease right-of-use assets (c)
|
—
|
|
|
—
|
|
|
22,685
|
|
|
22,685
|
|
Deferred tax asset
|
4,170
|
|
|
(207
|
)
|
|
—
|
|
|
3,963
|
|
|
|
|
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
|
|
|
||||
Contract liabilities
|
—
|
|
|
44,131
|
|
|
—
|
|
|
44,131
|
|
Billings in excess of costs and estimated earnings on uncompleted contracts
|
46,536
|
|
|
(46,536
|
)
|
|
—
|
|
|
—
|
|
Accrued expenses and other current liabilities
|
24,575
|
|
|
2,663
|
|
|
—
|
|
|
27,238
|
|
Current portion of long-term debt
|
2,173
|
|
|
—
|
|
|
62
|
|
|
2,235
|
|
Current operating lease liabilities (c)
|
—
|
|
|
—
|
|
|
3,824
|
|
|
3,824
|
|
Long-term debt
|
39,983
|
|
|
—
|
|
|
65
|
|
|
40,048
|
|
Long-term operating lease liabilities (c)
|
—
|
|
|
—
|
|
|
19,656
|
|
|
19,656
|
|
Other long-term liabilities
|
2,498
|
|
|
—
|
|
|
(794
|
)
|
|
1,704
|
|
|
|
|
|
|
|
|
|
||||
Stockholders' Equity
|
|
|
|
|
|
|
|
||||
Accumulated deficit
|
(7,782
|
)
|
|
555
|
|
|
(128
|
)
|
|
(7,355
|
)
|
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
|
|||||||||||||||
(Unaudited)
|
|||||||||||||||
|
Three months ended June 30, 2019
|
||||||||||||||
(in thousands)
|
Previously Reported(a)
|
|
Adjustments due to ASC Topic 606
|
|
Adjustments due to ASC Topic 842
|
|
As Recast
|
||||||||
Revenue
|
|
|
|
|
|
|
|
||||||||
Construction
|
$
|
104,925
|
|
|
$
|
(166
|
)
|
|
—
|
|
|
$
|
104,759
|
|
|
Service
|
27,828
|
|
|
16
|
|
|
—
|
|
|
27,844
|
|
||||
Total revenue
|
132,753
|
|
|
(150
|
)
|
|
—
|
|
|
132,603
|
|
||||
Cost of revenue
|
|
|
|
|
|
|
|
||||||||
Construction
|
94,503
|
|
|
(427
|
)
|
|
—
|
|
|
94,076
|
|
||||
Service
|
20,849
|
|
|
(17
|
)
|
|
—
|
|
|
20,832
|
|
||||
Total cost of revenue
|
115,352
|
|
|
(444
|
)
|
|
—
|
|
|
114,908
|
|
||||
Gross profit
|
17,401
|
|
|
294
|
|
|
—
|
|
|
17,695
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative expenses
|
17,079
|
|
|
—
|
|
|
—
|
|
|
17,079
|
|
||||
Amortization of intangibles
|
175
|
|
|
—
|
|
|
—
|
|
|
175
|
|
||||
Total operating expenses
|
17,254
|
|
|
—
|
|
|
—
|
|
|
17,254
|
|
||||
Operating income
|
147
|
|
|
294
|
|
|
—
|
|
|
441
|
|
||||
Other income (expenses):
|
|
|
|
|
|
|
|
||||||||
Interest expense, net
|
(1,597
|
)
|
|
—
|
|
|
—
|
|
|
(1,597
|
)
|
||||
Gain on disposition of property and equipment
|
9
|
|
|
—
|
|
|
—
|
|
|
9
|
|
||||
Loss on debt extinguishment
|
(513
|
)
|
|
—
|
|
|
—
|
|
|
(513
|
)
|
||||
Loss on change in fair value of warrant liability
|
(103
|
)
|
|
—
|
|
|
—
|
|
|
(103
|
)
|
||||
Total other expenses
|
(2,204
|
)
|
|
—
|
|
|
—
|
|
|
(2,204
|
)
|
||||
Income before income taxes
|
(2,057
|
)
|
|
294
|
|
|
—
|
|
|
(1,763
|
)
|
||||
Income tax provision (benefit)
|
(553
|
)
|
|
79
|
|
|
—
|
|
|
(474
|
)
|
||||
Net loss
|
$
|
(1,504
|
)
|
|
$
|
215
|
|
|
$
|
—
|
|
|
$
|
(1,289
|
)
|
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
|
|||||||||||||||
(Unaudited)
|
|||||||||||||||
|
Six months ended June 30, 2019
|
||||||||||||||
(in thousands)
|
Previously Reported(a)
|
|
Adjustments due to ASC Topic 606
|
|
Adjustments due to ASC Topic 842
|
|
As Recast
|
||||||||
Revenue
|
|
|
|
|
|
|
|
||||||||
Construction
|
$
|
209,599
|
|
|
$
|
(380
|
)
|
|
$
|
—
|
|
|
$
|
209,219
|
|
Service
|
57,105
|
|
|
26
|
|
|
—
|
|
|
57,131
|
|
||||
Total revenue
|
266,704
|
|
|
(354
|
)
|
|
—
|
|
|
266,350
|
|
||||
Cost of revenue
|
|
|
|
|
|
|
|
||||||||
Construction
|
185,864
|
|
|
(244
|
)
|
|
—
|
|
|
185,620
|
|
||||
Service
|
43,406
|
|
|
5
|
|
|
—
|
|
|
43,411
|
|
||||
Total cost of revenue
|
229,270
|
|
|
(239
|
)
|
|
—
|
|
|
229,031
|
|
||||
Gross profit
|
37,434
|
|
|
(115
|
)
|
|
—
|
|
|
37,319
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative expenses
|
33,124
|
|
|
—
|
|
|
—
|
|
|
33,124
|
|
||||
Amortization of intangibles
|
350
|
|
|
—
|
|
|
—
|
|
|
350
|
|
||||
Total operating expenses
|
33,474
|
|
|
—
|
|
|
—
|
|
|
33,474
|
|
||||
Operating income
|
3,960
|
|
|
(115
|
)
|
|
—
|
|
|
3,845
|
|
||||
Other income (expenses):
|
|
|
|
|
|
|
|
||||||||
Interest expense, net
|
(2,430
|
)
|
|
—
|
|
|
—
|
|
|
(2,430
|
)
|
||||
Gain on disposition of property and equipment
|
21
|
|
|
—
|
|
|
—
|
|
|
21
|
|
||||
Loss on debt extinguishment
|
(513
|
)
|
|
—
|
|
|
—
|
|
|
(513
|
)
|
||||
Loss on change in fair value of warrant liability
|
(103
|
)
|
|
—
|
|
|
—
|
|
|
(103
|
)
|
||||
Total other expenses
|
(3,025
|
)
|
|
—
|
|
|
—
|
|
|
(3,025
|
)
|
||||
Income before income taxes
|
935
|
|
|
(115
|
)
|
|
—
|
|
|
820
|
|
||||
Income tax provision (benefit)
|
293
|
|
|
(32
|
)
|
|
—
|
|
|
261
|
|
||||
Net income
|
$
|
642
|
|
|
$
|
(83
|
)
|
|
$
|
—
|
|
|
$
|
559
|
|
(in thousands)
|
June 30, 2020
|
|
December 31, 2019
|
||||
Accounts receivable - trade
|
$
|
101,717
|
|
|
$
|
105,373
|
|
Allowance for doubtful accounts
|
(266
|
)
|
|
(306
|
)
|
||
Accounts receivable, net
|
$
|
101,451
|
|
|
$
|
105,067
|
|
(in thousands)
|
June 30, 2020
|
|
|
December 31, 2019
|
|
|
Change
|
||||
Contract assets
|
|
|
|
|
|
||||||
Costs in excess of billings and estimated earnings
|
$
|
39,898
|
|
|
$
|
44,315
|
|
|
$
|
(4,417
|
)
|
Retainage receivable
|
32,389
|
|
|
32,873
|
|
|
(484
|
)
|
|||
Total contract assets
|
$
|
72,287
|
|
|
$
|
77,188
|
|
|
$
|
(4,901
|
)
|
(in thousands)
|
June 30, 2020
|
|
|
December 31, 2019
|
|
|
Change
|
||||
Contract liabilities
|
|
|
|
|
|
||||||
Billings in excess of costs and estimated earnings
|
$
|
57,874
|
|
|
$
|
40,662
|
|
|
$
|
17,212
|
|
Provisions for losses
|
750
|
|
|
1,708
|
|
|
(958
|
)
|
|||
Total contract liabilities
|
$
|
58,624
|
|
|
$
|
42,370
|
|
|
$
|
16,254
|
|
(in thousands)
|
June 30, 2020
|
|
|
December 31, 2019
|
|
||
Revenue earned on uncompleted contracts
|
$
|
755,456
|
|
|
$
|
726,215
|
|
Less: Billings to date
|
(773,432
|
)
|
|
(722,562
|
)
|
||
Net (overbilling) underbilling
|
$
|
(17,976
|
)
|
|
$
|
3,653
|
|
|
|
|
|
||||
|
|
|
|
||||
(in thousands)
|
June 30, 2020
|
|
|
December 31, 2019
|
|
||
Costs in excess of billings and estimated earnings
|
$
|
39,898
|
|
|
$
|
44,315
|
|
Billings in excess of costs and estimated earnings
|
(57,874
|
)
|
|
(40,662
|
)
|
||
Net (overbilling) underbilling
|
$
|
(17,976
|
)
|
|
$
|
3,653
|
|
(in thousands)
|
Gross
carrying
amount
|
|
Accumulated
amortization
|
|
Net intangible
assets, excluding
goodwill
|
||||||
June 30, 2020
|
|
|
|
|
|
||||||
Amortized intangible assets:
|
|
|
|
|
|
||||||
Customer Relationships – Service
|
$
|
4,710
|
|
|
$
|
(2,906
|
)
|
|
$
|
1,804
|
|
Favorable Leasehold Interests
|
530
|
|
|
(400
|
)
|
|
130
|
|
|||
Total amortized intangible assets
|
5,240
|
|
|
(3,306
|
)
|
|
1,934
|
|
|||
Unamortized intangible assets:
|
|
|
|
|
|
||||||
Trade Name
|
9,960
|
|
|
—
|
|
|
9,960
|
|
|||
Total unamortized intangible assets
|
9,960
|
|
|
—
|
|
|
9,960
|
|
|||
Total amortized and unamortized assets, excluding goodwill
|
$
|
15,200
|
|
|
$
|
(3,306
|
)
|
|
$
|
11,894
|
|
(in thousands)
|
Gross
carrying
amount
|
|
Accumulated
amortization
|
|
Net intangible
assets, excluding
goodwill
|
||||||
December 31, 2019
|
|
|
|
|
|
|
|
|
|||
Amortized intangible assets:
|
|
|
|
|
|
|
|
|
|||
Customer Relationships – Service
|
$
|
4,710
|
|
|
$
|
(2,655
|
)
|
|
$
|
2,055
|
|
Favorable Leasehold Interests
|
530
|
|
|
(234
|
)
|
|
296
|
|
|||
Total amortized intangible assets
|
5,240
|
|
|
(2,889
|
)
|
|
2,351
|
|
|||
Unamortized intangible assets:
|
|
|
|
|
|
||||||
Trade Name
|
9,960
|
|
|
—
|
|
|
9,960
|
|
|||
Total unamortized intangible assets
|
9,960
|
|
|
—
|
|
|
9,960
|
|
|||
Total amortized and unamortized assets, excluding goodwill
|
$
|
15,200
|
|
|
$
|
(2,889
|
)
|
|
$
|
12,311
|
|
(in thousands)
|
June 30, 2020
|
|
December 31, 2019
|
||||
2019 Refinancing Term Loan - term loan payable in quarterly installments of principal, (commencing in September 2020) plus interest through April 2022
|
$
|
41,000
|
|
|
$
|
41,000
|
|
Finance leases – collateralized by vehicles, payable in monthly installments of principal, plus interest ranging from 4.85% to 6.45% through 2025
|
6,285
|
|
|
6,585
|
|
||
Total debt
|
47,285
|
|
|
47,585
|
|
||
Less - Current portion of long-term debt
|
(6,414
|
)
|
|
(4,425
|
)
|
||
Less - Unamortized discount and debt issuance costs
|
(3,350
|
)
|
|
(4,292
|
)
|
||
Long-term debt
|
$
|
37,521
|
|
|
$
|
38,868
|
|
Level
|
|
Senior Leverage Ratio
|
|
Additional Margin for
Base Rate loans
|
|
Additional Margin for
Libor Rate loans
|
|
Commitment Fee
|
|||
I
|
|
Greater than or equal to 2.50 to 1.00
|
|
3.00
|
%
|
|
4.00
|
%
|
|
0.50
|
%
|
II
|
|
Less than 2.50 to 1.00, but greater than or equal to 2.00 to 1.00
|
|
2.75
|
%
|
|
3.75
|
%
|
|
0.50
|
%
|
III
|
|
Less than 2.00 to 1.00, but greater than or equal to 1.50 to 1.00
|
|
2.50
|
%
|
|
3.50
|
%
|
|
0.50
|
%
|
IV
|
|
Less than 1.50 to 1.00
|
|
2.25
|
%
|
|
3.25
|
%
|
|
0.50
|
%
|
•
|
Level 1 — inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that are accessible at the measurement date;
|
•
|
Level 2 — inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly or indirectly such as quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of assets or liabilities; and
|
•
|
Level 3 — unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
|
Stock price
|
$
|
3.70
|
|
Exercise price
|
$
|
7.63
|
|
Time until expiration (years)
|
3.79
|
|
|
Expected volatility
|
70.0
|
%
|
|
Risk-free interest rate
|
0.3
|
%
|
|
Expected dividend yield
|
—
|
%
|
|
|
Three months ended
June 30, |
|
Six months ended
June 30,
|
|
|||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
(in thousands, except per share amounts)
|
|
|
|
(As Recast)
|
|
|
|
(As Recast)
|
||||||||
EPS numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss)
|
|
$
|
2,947
|
|
|
$
|
(1,289
|
)
|
|
$
|
2,895
|
|
|
$
|
559
|
|
|
|
|
|
|
|
|
|
|
||||||||
EPS denominator:
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding – basic
|
|
7,846
|
|
|
7,643
|
|
|
7,822
|
|
|
7,643
|
|
||||
Impact of dilutive securities
|
|
59
|
|
|
—
|
|
|
56
|
|
|
74
|
|
||||
Weighted average shares outstanding – diluted
|
|
7,905
|
|
|
7,643
|
|
|
7,878
|
|
|
7,717
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
EPS:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.38
|
|
|
$
|
(0.17
|
)
|
|
$
|
0.37
|
|
|
$
|
0.07
|
|
Diluted
|
|
$
|
0.37
|
|
|
$
|
(0.17
|
)
|
|
$
|
0.37
|
|
|
$
|
0.07
|
|
|
Three months ended
June 30, |
|
Six months ended
June 30,
|
|
|||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||
Out-of-the money warrants (see Note 8)
|
4,576,799
|
|
|
4,576,799
|
|
|
4,576,799
|
|
|
4,576,799
|
|
Service-based RSUs (See Note 17)
|
463
|
|
|
138,782
|
|
|
1,255
|
|
|
2,867
|
|
Performance and market-based RSUs(1)
|
9,674
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Out-of-the money UPOs (See Note 8)
|
—
|
|
|
27,360
|
|
|
—
|
|
|
27,360
|
|
Total
|
4,586,936
|
|
|
4,742,941
|
|
|
4,578,054
|
|
|
4,607,026
|
|
|
Three months ended June 30,
|
||||||
|
2020
|
|
2019
|
||||
(in thousands)
|
|
|
(As Recast)
|
|
|||
Statement of Operations Data:
|
|
|
|
|
|
||
Revenue:
|
|
|
|
|
|
||
Construction
|
$
|
105,937
|
|
|
$
|
104,759
|
|
Service
|
29,248
|
|
|
27,844
|
|
||
Total revenue
|
135,185
|
|
|
132,603
|
|
||
|
|
|
|
||||
Gross profit:
|
|
|
|
||||
Construction
|
12,213
|
|
|
10,683
|
|
||
Service
|
8,122
|
|
|
7,012
|
|
||
Total gross profit
|
20,335
|
|
|
17,695
|
|
||
|
|
|
|
||||
Selling, general and administrative expenses:(1)
|
|
|
|
||||
Construction
|
8,024
|
|
|
11,229
|
|
||
Service
|
5,588
|
|
|
5,335
|
|
||
Corporate
|
140
|
|
|
515
|
|
||
Total selling, general and administrative expenses
|
13,752
|
|
|
17,079
|
|
||
Amortization of intangibles
|
274
|
|
|
175
|
|
||
Operating income
|
$
|
6,309
|
|
|
$
|
441
|
|
|
|
|
|
||||
Operating income for reportable segments
|
$
|
6,309
|
|
|
$
|
441
|
|
Less unallocated amounts:
|
|
|
|
||||
Interest expense, net
|
(2,137
|
)
|
|
(1,597
|
)
|
||
Gain (loss) on sale of property and equipment
|
(13
|
)
|
|
9
|
|
||
Loss on debt extinguishment
|
—
|
|
|
(513
|
)
|
||
Gain on change in fair value of warrant liability
|
(102
|
)
|
|
(103
|
)
|
||
Total unallocated amounts
|
(2,252
|
)
|
|
(2,204
|
)
|
||
Total consolidated income (loss) before income taxes
|
$
|
4,057
|
|
|
$
|
(1,763
|
)
|
|
|
|
|
||||
Other Data:
|
|
|
|
||||
Depreciation and amortization:
|
|
|
|
||||
Construction
|
$
|
1,032
|
|
|
$
|
1,003
|
|
Service
|
330
|
|
|
282
|
|
||
Corporate
|
274
|
|
|
175
|
|
||
Total other data
|
$
|
1,636
|
|
|
$
|
1,460
|
|
|
Six months ended June 30,
|
|
|||||
|
2020
|
|
2019
|
||||
(in thousands)
|
|
|
(As Recast)
|
|
|||
Statement of Operations Data:
|
|
|
|
|
|
||
Revenue:
|
|
|
|
|
|
||
Construction
|
$
|
215,423
|
|
|
$
|
209,219
|
|
Service
|
58,534
|
|
|
57,131
|
|
||
Total revenue
|
273,957
|
|
|
266,350
|
|
||
|
|
|
|
||||
Gross profit:
|
|
|
|
||||
Construction
|
23,195
|
|
|
23,599
|
|
||
Service
|
15,364
|
|
|
13,720
|
|
||
Total gross profit
|
38,559
|
|
|
37,319
|
|
||
|
|
|
|
||||
Selling, general and administrative expenses:(1)
|
|
|
|
||||
Construction
|
18,200
|
|
|
21,681
|
|
||
Service
|
11,917
|
|
|
10,561
|
|
||
Corporate
|
435
|
|
|
882
|
|
||
Total selling, general and administrative expenses
|
30,552
|
|
|
33,124
|
|
||
Amortization of intangibles
|
417
|
|
|
350
|
|
||
Operating income
|
$
|
7,590
|
|
|
$
|
3,845
|
|
|
|
|
|
||||
Operating income for reportable segments
|
$
|
7,590
|
|
|
$
|
3,845
|
|
Less unallocated amounts:
|
|
|
|
||||
Interest expense, net
|
(4,295
|
)
|
|
(2,430
|
)
|
||
Gain on sale of property and equipment
|
17
|
|
|
21
|
|
||
Loss on debt extinguishment
|
—
|
|
|
(513
|
)
|
||
Gain on change in fair value of warrant liability
|
59
|
|
|
(103
|
)
|
||
Total unallocated amounts
|
(4,219
|
)
|
|
(3,025
|
)
|
||
Total consolidated income (loss) before income taxes
|
$
|
3,371
|
|
|
$
|
820
|
|
|
|
|
|
||||
Other Data:
|
|
|
|
||||
Depreciation and amortization:
|
|
|
|
||||
Construction
|
$
|
2,062
|
|
|
$
|
1,976
|
|
Service
|
661
|
|
|
547
|
|
||
Corporate
|
417
|
|
|
350
|
|
||
Total other data
|
$
|
3,140
|
|
|
$
|
2,873
|
|
(1)
|
Starting January 1, 2020, we changed the methodology in which we present our corporate selling, general and administrative expenses to our CODM to better reflect the way the business is managed. Under this new methodology, all corporate expenses except for stock-based compensation are allocated to our Construction and Service segments. For comparability purposes, we reclassified our selling, general and administrative expense segment amounts for the three and six months ended June 30, 2019 to align with this updated allocation methodology.
|
(in thousands)
|
Classification on the Condensed Consolidated Balance Sheets
|
|
June 30, 2020
|
|
December 31, 2019
|
||||
Assets
|
|
|
|
|
|
||||
Operating
|
Operating lease right-of-use assets (a)
|
|
$
|
19,616
|
|
|
$
|
21,056
|
|
Finance
|
Property and equipment, net (b)
|
|
6,088
|
|
|
6,412
|
|
||
Total lease assets
|
|
|
$
|
25,704
|
|
|
$
|
27,468
|
|
|
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
|
||||
Current
|
|
|
|
|
|
||||
Operating
|
Current operating lease liabilities
|
|
$
|
3,681
|
|
|
$
|
3,750
|
|
Finance
|
Current portion of long-term debt
|
|
2,414
|
|
|
2,424
|
|
||
Noncurrent
|
|
|
|
|
|
||||
Operating
|
Long-term lease liabilities
|
|
16,502
|
|
|
18,247
|
|
||
Finance
|
Long-term debt
|
|
3,871
|
|
|
4,161
|
|
||
Total lease liabilities
|
|
|
$
|
26,468
|
|
|
$
|
28,582
|
|
|
|
|
For the Three months ended June 30,
|
|
For the Six months ended June 30,
|
||||||||||||
(in thousands)
|
Classification on the Condensed Consolidated Statement of Operations
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Operating lease cost
|
Cost of revenue(a)
|
|
$
|
893
|
|
|
$
|
853
|
|
|
$
|
1,777
|
|
|
1,667
|
|
|
Operating lease cost
|
Selling, general and administrative expenses(a)
|
|
376
|
|
|
346
|
|
|
757
|
|
|
671
|
|
||||
Finance lease cost
|
|
|
|
|
|
|
|
|
|
||||||||
Amortization
|
Cost of revenue(b)
|
|
645
|
|
|
613
|
|
|
1,311
|
|
|
1,183
|
|
||||
Interest
|
Interest expense, net(b)
|
|
86
|
|
|
79
|
|
|
179
|
|
|
154
|
|
||||
Total lease cost
|
|
|
$
|
2,000
|
|
|
$
|
1,891
|
|
|
$
|
4,024
|
|
|
$
|
3,675
|
|
Year ending (in thousands):
|
Finance
Leases |
|
Operating
Leases |
||||
Remainder of 2020
|
$
|
1,429
|
|
|
$
|
2,294
|
|
2021
|
2,426
|
|
|
4,565
|
|
||
2022
|
1,898
|
|
|
4,305
|
|
||
2023
|
902
|
|
|
3,303
|
|
||
2024
|
162
|
|
|
2,701
|
|
||
Thereafter
|
1
|
|
|
6,169
|
|
||
Total minimum lease payments
|
$
|
6,818
|
|
|
$
|
23,337
|
|
Amounts representing interest
|
(533
|
)
|
|
|
|||
Present value of net minimum lease payments
|
$
|
6,285
|
|
|
|
|
|
June 30, 2020
|
|
December 31, 2019
|
||
Weighted average lease term (in years)
|
|
|
|
|
||
Operating
|
|
5.93
|
|
|
6.20
|
|
Finance
|
|
2.83
|
|
|
2.96
|
|
|
|
|
|
|
||
Weighted average discount rate
|
|
|
|
|
||
Operating
|
|
4.81
|
%
|
|
4.80
|
%
|
Finance
|
|
5.64
|
%
|
|
5.69
|
%
|
(in thousands)
|
|
June 30, 2020
|
|
June 30, 2019
|
||||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
|
|
||||
Operating cash flows from operating leases
|
|
$
|
2,910
|
|
|
$
|
2,273
|
|
Operating cash flows from finance leases
|
|
179
|
|
|
154
|
|
||
Financing cash flows from finance leases
|
|
1,285
|
|
|
1,140
|
|
||
Right-of-use assets exchanged for lease liabilities:
|
|
|
|
|
||||
Operating leases
|
|
$
|
—
|
|
|
$
|
3,022
|
|
Finance leases
|
|
1,050
|
|
|
1,630
|
|
||
Right-of-use assets disposed or adjusted modifying operating leases liabilities
|
|
$
|
586
|
|
|
$
|
1,651
|
|
Right-of-use assets disposed or adjusted modifying finance leases liabilities
|
|
$
|
(64
|
)
|
|
$
|
—
|
|
(in thousands)
|
As of
June 30, 2020 |
|
As of
December 31, 2019 |
||||
Current liability — workers’ compensation and general liability
|
$
|
514
|
|
|
$
|
703
|
|
Current liability — medical and dental
|
511
|
|
|
821
|
|
||
Non-current liability
|
452
|
|
|
382
|
|
||
Total liability shown in Accrued expenses and other current liabilities
|
$
|
1,477
|
|
|
$
|
1,906
|
|
Restricted cash
|
$
|
113
|
|
|
$
|
113
|
|
|
Awards
|
|
Weighted-Average
Grant Date
Fair Value
|
|||
Unvested at December 31, 2019
|
328,575
|
|
|
$
|
7.83
|
|
Granted
|
118,633
|
|
|
3.48
|
|
|
Vested
|
(167,085
|
)
|
|
8.95
|
|
|
Forfeited
|
(10,109
|
)
|
|
6.80
|
|
|
Unvested at June 30, 2020
|
270,014
|
|
|
$
|
5.34
|
|
|
Awards
|
|
Weighted-Average
Grant Date
Fair Value
|
|||
Unvested at December 31, 2019
|
62,307
|
|
|
$
|
12.62
|
|
Granted
|
96,500
|
|
|
3.67
|
|
|
Vested
|
—
|
|
|
—
|
|
|
Forfeited
|
(13,250
|
)
|
|
11.31
|
|
|
Unvested at June 30, 2020
|
145,557
|
|
|
$
|
6.80
|
|
|
Awards
|
|
Weighted-Average
Grant Date
Fair Value
|
|||
Unvested at December 31, 2019
|
125,000
|
|
|
$
|
6.58
|
|
Granted
|
—
|
|
|
—
|
|
|
Vested
|
—
|
|
|
—
|
|
|
Forfeited
|
(22,500
|
)
|
|
6.58
|
|
|
Unvested at June 30, 2020
|
102,500
|
|
|
$
|
6.58
|
|
|
|
Three months ended June 30,
|
|
||||||||||||
|
|
2020
|
|
2019
|
|
||||||||||
|
|
|
|
|
|
(As Recast)
|
|
||||||||
(in thousands except for percentages)
|
|
($)
|
|
(%)
|
|
($)
|
|
(%)
|
|
||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Construction
|
|
$
|
105,937
|
|
|
78.4
|
%
|
|
$
|
104,759
|
|
|
79.0
|
%
|
|
Service
|
|
29,248
|
|
|
21.6
|
%
|
|
27,844
|
|
|
21.0
|
%
|
|
||
Total revenue
|
|
135,185
|
|
|
100.0
|
%
|
|
132,603
|
|
|
100.0
|
%
|
|
||
|
|
|
|
|
|
|
|
|
|
||||||
Gross profit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Construction
|
|
12,213
|
|
|
11.5
|
%
|
(1)
|
10,683
|
|
|
10.2
|
%
|
(1)
|
||
Service
|
|
8,122
|
|
|
27.8
|
%
|
(2)
|
7,012
|
|
|
25.2
|
%
|
(2)
|
||
Total gross profit
|
|
20,335
|
|
|
15.0
|
%
|
|
17,695
|
|
|
13.3
|
%
|
|
||
|
|
|
|
|
|
|
|
|
|
||||||
Selling, general and administrative:(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Construction
|
|
8,024
|
|
|
7.6
|
%
|
(1)
|
11,229
|
|
|
10.7
|
%
|
(1)
|
||
Service
|
|
5,588
|
|
|
19.1
|
%
|
(2)
|
5,335
|
|
|
19.2
|
%
|
(2)
|
||
Corporate
|
|
140
|
|
|
0.1
|
%
|
|
515
|
|
|
0.4
|
%
|
|
||
Total selling, general and administrative expenses
|
|
13,752
|
|
|
10.2
|
%
|
|
17,079
|
|
|
12.9
|
%
|
|
||
|
|
|
|
|
|
|
|
|
|
||||||
Amortization of intangibles (Corporate)
|
|
274
|
|
|
0.2
|
%
|
|
175
|
|
|
0.1
|
%
|
|
||
|
|
|
|
|
|
|
|
|
|
||||||
Operating income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Construction
|
|
4,189
|
|
|
4.0
|
%
|
(1)
|
(546
|
)
|
|
(0.5
|
)%
|
(1)
|
||
Service
|
|
2,534
|
|
|
8.7
|
%
|
(2)
|
1,677
|
|
|
6.0
|
%
|
(2)
|
||
Corporate
|
|
(414
|
)
|
|
—
|
%
|
|
(690
|
)
|
|
—
|
%
|
|
||
Total operating income
|
|
6,309
|
|
|
4.7
|
%
|
|
441
|
|
|
0.3
|
%
|
|
||
|
|
|
|
|
|
|
|
|
|
||||||
Other expenses (Corporate)
|
|
(2,252
|
)
|
|
(1.7
|
)%
|
|
(2,204
|
)
|
|
(1.7
|
)%
|
|
||
Total consolidated income (loss) before income taxes
|
|
4,057
|
|
|
3.0
|
%
|
|
(1,763
|
)
|
|
(1.3
|
)%
|
|
||
Income tax provision (benefit)
|
|
1,110
|
|
|
0.8
|
%
|
|
(474
|
)
|
|
(0.4
|
)%
|
|
||
Net income (loss)
|
|
$
|
2,947
|
|
|
2.2
|
%
|
|
$
|
(1,289
|
)
|
|
(1.0
|
)%
|
|
(1)
|
As a percentage of Construction revenue.
|
(2)
|
As a percentage of Service revenue.
|
(3)
|
Starting January 1, 2020, we changed the methodology in which we present our corporate selling, general and administrative expenses to our CODM to better reflect the way the business is managed. Under this new methodology, all corporate expenses except for stock-based compensation are allocated to our Construction and Service segments. For comparability purposes, we reclassified our selling, general and administrative expense segment amounts for the three months ended June 30, 2019 to align with this updated allocation methodology.
|
|
Three months ended June 30,
|
||||||||||
|
2020
|
|
2019
|
|
Increase/(Decrease)
|
||||||
|
|
|
(As Recast)
|
|
|
|
|
||||
(in thousands except for percentages)
|
$
|
|
$
|
|
$
|
|
%
|
||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
Construction
|
105,937
|
|
|
104,759
|
|
|
1,178
|
|
|
1.1
|
%
|
Service
|
29,248
|
|
|
27,844
|
|
|
1,404
|
|
|
5.0
|
%
|
Total revenue
|
135,185
|
|
|
132,603
|
|
|
2,582
|
|
|
1.9
|
%
|
|
Three months ended June 30,
|
||||||||||
|
2020
|
|
2019
|
|
Increase/(Decrease)
|
||||||
|
|
|
(As Recast)
|
|
|
|
|
||||
(in thousands except for percentages)
|
$
|
|
$
|
|
$
|
|
%
|
||||
Gross Profit:
|
|
|
|
|
|
|
|
|
|
|
|
Construction
|
12,213
|
|
|
10,683
|
|
|
1,530
|
|
|
14.3
|
%
|
Service
|
8,122
|
|
|
7,012
|
|
|
1,110
|
|
|
15.8
|
%
|
Total gross profit
|
20,335
|
|
|
17,695
|
|
|
2,640
|
|
|
14.9
|
%
|
Total gross profit as a percentage of consolidated total revenue
|
15.0
|
%
|
|
13.3
|
%
|
|
|
|
|
|
|
|
Three months ended June 30,
|
||||||||||
|
2020
|
|
2019
|
|
Increase/(Decrease)
|
||||||
|
|
|
(As Recast)
|
|
|
|
|
||||
(in thousands except for percentages)
|
$
|
|
$
|
|
$
|
|
%
|
||||
Selling, general and administrative expenses:
|
|
|
|
|
|
|
|
|
|
|
|
Construction
|
8,024
|
|
|
11,229
|
|
|
(3,205
|
)
|
|
(28.5
|
)%
|
Service
|
5,588
|
|
|
5,335
|
|
|
253
|
|
|
4.7
|
%
|
Corporate
|
140
|
|
|
515
|
|
|
(375
|
)
|
|
(72.8
|
)%
|
Total selling, general and administrative expenses
|
13,752
|
|
|
17,079
|
|
|
(3,327
|
)
|
|
(19.5
|
)%
|
|
|
|
|
|
|
|
|
||||
Selling, general and administrative expenses as a percentage of consolidated total revenue
|
10.2
|
%
|
|
12.9
|
%
|
|
|
|
|
|
|
|
Three months ended June 30,
|
||||||||||
|
2020
|
|
2019
|
|
Increase/(Decrease)
|
||||||
(in thousands except for percentages)
|
$
|
|
$
|
|
$
|
|
%
|
||||
Amortization of intangibles (Corporate)
|
274
|
|
|
175
|
|
|
99
|
|
|
56.6
|
%
|
|
|
Three months ended June 30,
|
||||||||||
|
|
2020
|
|
2019
|
|
Increase/(Decrease)
|
||||||
(in thousands except for percentages)
|
|
$
|
|
$
|
|
$
|
|
%
|
||||
Other income (expenses):
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net
|
|
(2,137
|
)
|
|
(1,597
|
)
|
|
(540
|
)
|
|
33.8
|
%
|
Gain on disposition of property and equipment
|
|
(13
|
)
|
|
9
|
|
|
(22
|
)
|
|
(244.4
|
)%
|
Loss on debt extinguishment
|
|
—
|
|
|
(513
|
)
|
|
513
|
|
|
(100.0
|
)%
|
Gain (loss) on fair value of warrant liability
|
|
(102
|
)
|
|
(103
|
)
|
|
1
|
|
|
(1.0
|
)%
|
Total other expenses
|
|
(2,252
|
)
|
|
(2,204
|
)
|
|
(48
|
)
|
|
2.2
|
%
|
|
|
Six months ended June 30,
|
|
||||||||||||
|
|
2020
|
|
2019
|
|
||||||||||
|
|
|
|
|
|
(As Recast)
|
|
||||||||
(in thousands except for percentages)
|
|
($)
|
|
(%)
|
|
($)
|
|
(%)
|
|
||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Construction
|
|
$
|
215,423
|
|
|
78.6
|
%
|
|
$
|
209,219
|
|
|
78.6
|
%
|
|
Service
|
|
58,534
|
|
|
21.4
|
%
|
|
57,131
|
|
|
21.4
|
%
|
|
||
Total revenue
|
|
273,957
|
|
|
100.0
|
%
|
|
266,350
|
|
|
100.0
|
%
|
|
||
|
|
|
|
|
|
|
|
|
|
||||||
Gross profit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Construction
|
|
23,195
|
|
|
10.8
|
%
|
(1)
|
23,599
|
|
|
11.3
|
%
|
(1)
|
||
Service
|
|
15,364
|
|
|
26.2
|
%
|
(2)
|
13,720
|
|
|
24.0
|
%
|
(2)
|
||
Total gross profit
|
|
38,559
|
|
|
14.1
|
%
|
|
37,319
|
|
|
14.0
|
%
|
|
||
|
|
|
|
|
|
|
|
|
|
||||||
Selling, general and administrative:(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Construction
|
|
18,200
|
|
|
8.4
|
%
|
(1)
|
21,681
|
|
|
10.4
|
%
|
(1)
|
||
Service
|
|
11,917
|
|
|
20.4
|
%
|
(2)
|
10,561
|
|
|
18.5
|
%
|
(2)
|
||
Corporate
|
|
435
|
|
|
0.2
|
%
|
|
882
|
|
|
0.3
|
%
|
|
||
Total selling, general and administrative expenses
|
|
30,552
|
|
|
11.2
|
%
|
|
33,124
|
|
|
12.4
|
%
|
|
||
|
|
|
|
|
|
|
|
|
|
||||||
Amortization of intangibles (Corporate)
|
|
417
|
|
|
0.2
|
%
|
|
350
|
|
|
0.1
|
%
|
|
||
|
|
|
|
|
|
|
|
|
|
||||||
Operating income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Construction
|
|
4,995
|
|
|
2.3
|
%
|
(1)
|
1,918
|
|
|
0.9
|
%
|
(1)
|
||
Service
|
|
3,447
|
|
|
5.9
|
%
|
(2)
|
3,159
|
|
|
5.5
|
%
|
(2)
|
||
Corporate
|
|
(852
|
)
|
|
—
|
%
|
|
(1,232
|
)
|
|
—
|
%
|
|
||
Total operating income
|
|
7,590
|
|
|
2.8
|
%
|
|
3,845
|
|
|
1.4
|
%
|
|
||
|
|
|
|
|
|
|
|
|
|
||||||
Other expenses (Corporate)
|
|
(4,219
|
)
|
|
(1.5
|
)%
|
|
(3,025
|
)
|
|
(1.1
|
)%
|
|
||
Total consolidated income (loss) before income taxes
|
|
3,371
|
|
|
1.2
|
%
|
|
820
|
|
|
0.3
|
%
|
|
||
Income tax provision (benefit)
|
|
476
|
|
|
0.2
|
%
|
|
261
|
|
|
0.1
|
%
|
|
||
Net income (loss)
|
|
$
|
2,895
|
|
|
1.1
|
%
|
|
$
|
559
|
|
|
0.2
|
%
|
|
(1)
|
As a percentage of Construction revenue.
|
(2)
|
As a percentage of Service revenue.
|
(3)
|
Starting January 1, 2020, we changed the methodology in which we present our corporate selling, general and administrative expenses to our CODM to better reflect the way the business is managed. Under this new methodology, all corporate expenses except for stock-based compensation are allocated to our Construction and Service segments. For comparability purposes, we reclassified our selling, general and administrative expense segment amounts for the six months ended June 30, 2019 to align with this updated allocation methodology.
|
|
Six months ended June 30,
|
||||||||||
|
2020
|
|
2019
|
|
Increase/(Decrease)
|
||||||
|
|
|
(As Recast)
|
|
|
|
|
||||
(in thousands except for percentages)
|
$
|
|
$
|
|
$
|
|
%
|
||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
Construction
|
215,423
|
|
|
209,219
|
|
|
6,204
|
|
|
3.0
|
%
|
Service
|
58,534
|
|
|
57,131
|
|
|
1,403
|
|
|
2.5
|
%
|
Total revenue
|
273,957
|
|
|
266,350
|
|
|
7,607
|
|
|
2.9
|
%
|
|
Six months ended June 30,
|
||||||||||
|
2020
|
|
2019
|
|
Increase/(Decrease)
|
||||||
|
|
|
(As Recast)
|
|
|
|
|
||||
(in thousands except for percentages)
|
$
|
|
$
|
|
$
|
|
%
|
||||
Gross Profit:
|
|
|
|
|
|
|
|
|
|
|
|
Construction
|
23,195
|
|
|
23,599
|
|
|
(404
|
)
|
|
(1.7
|
)%
|
Service
|
15,364
|
|
|
13,720
|
|
|
1,644
|
|
|
12.0
|
%
|
Total gross profit
|
38,559
|
|
|
37,319
|
|
|
1,240
|
|
|
3.3
|
%
|
Total gross profit as a percentage of consolidated total revenue
|
14.1
|
%
|
|
14.0
|
%
|
|
|
|
|
|
|
|
Six months ended June 30,
|
||||||||||
|
2020
|
|
2019
|
|
Increase/(Decrease)
|
||||||
|
|
|
(As Recast)
|
|
|
|
|
||||
(in thousands except for percentages)
|
$
|
|
$
|
|
$
|
|
%
|
||||
Selling, general and administrative expenses:
|
|
|
|
|
|
|
|
|
|
|
|
Construction
|
18,200
|
|
|
21,681
|
|
|
(3,481
|
)
|
|
(16.1
|
)%
|
Service
|
11,917
|
|
|
10,561
|
|
|
1,356
|
|
|
12.8
|
%
|
Corporate
|
435
|
|
|
882
|
|
|
(447
|
)
|
|
(50.7
|
)%
|
Total selling, general and administrative expenses
|
30,552
|
|
|
33,124
|
|
|
(2,572
|
)
|
|
(7.8
|
)%
|
|
|
|
|
|
|
|
|
||||
Selling, general and administrative expenses as a percentage of consolidated total revenue
|
11.2
|
%
|
|
12.4
|
%
|
|
|
|
|
|
|
|
Six months ended June 30,
|
||||||||||
|
2020
|
|
2019
|
|
Increase/(Decrease)
|
||||||
(in thousands except for percentages)
|
$
|
|
$
|
|
$
|
|
%
|
||||
Amortization of intangibles (Corporate)
|
417
|
|
|
350
|
|
|
67
|
|
|
19.1
|
%
|
|
|
Six months ended June 30,
|
||||||||||
|
|
2020
|
|
2019
|
|
Increase/(Decrease)
|
||||||
(in thousands except for percentages)
|
|
$
|
|
$
|
|
$
|
|
%
|
||||
Other income (expenses):
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net
|
|
(4,295
|
)
|
|
(2,430
|
)
|
|
(1,865
|
)
|
|
76.7
|
%
|
Gain on disposition of property and equipment
|
|
17
|
|
|
21
|
|
|
(4
|
)
|
|
(19.0
|
)%
|
Loss on debt extinguishment
|
|
—
|
|
|
(513
|
)
|
|
513
|
|
|
(100.0
|
)%
|
Gain (loss) on fair value of warrant liability
|
|
59
|
|
|
(103
|
)
|
|
162
|
|
|
(157.3
|
)%
|
Total other expenses
|
|
(4,219
|
)
|
|
(3,025
|
)
|
|
(1,194
|
)
|
|
39.5
|
%
|
|
|
Six months ended June 30,
|
||||||
|
|
2020
|
|
2019
|
||||
(in thousands)
|
|
|
|
(As Recast)
|
||||
Net cash provided by (used in):
|
|
|
|
|
|
|
||
Operating activities
|
|
$
|
22,457
|
|
|
$
|
(15,661
|
)
|
Investing activities
|
|
(597
|
)
|
|
(1,151
|
)
|
||
Financing activities
|
|
(1,375
|
)
|
|
16,204
|
|
||
Net increase in cash and cash equivalents
|
|
$
|
20,485
|
|
|
$
|
(608
|
)
|
|
|
|
|
|
||||
Noncash investing and financing transactions:
|
|
|
|
|
||||
Right of use assets obtained in exchange for new operating lease liabilities
|
|
$
|
—
|
|
|
$
|
3,022
|
|
Right of use assets obtained in exchange for new finance lease liabilities
|
|
1,050
|
|
|
1,630
|
|
||
Right of use assets disposed or adjusted modifying operating lease liabilities
|
|
586
|
|
|
1,651
|
|
||
Right of use assets disposed or adjusted modifying finance lease liabilities
|
|
(64
|
)
|
|
—
|
|
||
Interest paid
|
|
$
|
3,250
|
|
|
$
|
1,621
|
|
(in thousands, except ratios)
|
|
As of
June 30, 2020
|
|
As of
December 31, 2019
|
||||
Current assets
|
|
$
|
207,685
|
|
|
$
|
195,380
|
|
Current liabilities
|
|
(164,840
|
)
|
|
(156,869
|
)
|
||
|
|
|
|
|
||||
Net working capital
|
|
$
|
42,845
|
|
|
$
|
38,511
|
|
Current ratio*
|
|
1.26
|
|
|
1.25
|
|
*
|
Current ratio is calculated by dividing current assets by current liabilities.
|
(in thousands)
|
June 30, 2020
|
|
December 31, 2019
|
||||
Current liability – workers’ compensation and general liability
|
$
|
514
|
|
|
$
|
703
|
|
Current liability – medical and dental
|
511
|
|
|
821
|
|
||
Non-current liability
|
452
|
|
|
382
|
|
||
Total liability
|
$
|
1,477
|
|
|
$
|
1,906
|
|
Restricted cash
|
$
|
113
|
|
|
$
|
113
|
|
Exhibit
|
|
Description
|
|
||
|
||
|
||
|
||
|
||
101.INS
|
|
XBRL Instance Document.
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Document.
|
|
LIMBACH HOLDINGS, INC.
|
|
|
|
/s/ Charles A. Bacon, III
|
|
Charles A. Bacon, III
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
|
|
/s/ Jayme L. Brooks
|
|
Jayme L. Brooks
|
|
Chief Financial Officer
|
|
(Principal Financial and Accounting Officer)
|
Date: August 13, 2020
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 of Limbach Holdings, Inc. (the "registrant");
|
2.
|
Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
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4.
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The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
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a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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/s/ Charles A. Bacon, III
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|
Charles A. Bacon, III
|
|
Chief Executive Officer
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Date: August 13, 2020
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|
1.
|
I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 of Limbach Holdings, Inc. (the "registrant");
|
2.
|
Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
/s/ Jayme L. Brooks
|
|
Jayme L. Brooks
|
|
Chief Financial Officer
|
Date: August 13, 2020
|
|
(1)
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. Section 78m(a) or 78o(d)); and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: August 13, 2020
|
|
|
By
|
/s/ Charles A. Bacon, III
|
|
Charles A. Bacon, III, Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
(1)
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. Section 78m(a) or 78o(d)); and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: August 13, 2020
|
|
|
By
|
/s/ Jayme L. Brooks
|
|
Jayme L. Brooks, Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|