EX-99.1 2 a20221231ex991pr.htm EX-99.1 Document

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FOR IMMEDIATE RELEASE
Limbach Holdings Reports Fourth Quarter and Fiscal Year 2022 Results
Continued Growth in Owner Direct Relationships (“ODR”) Segment Revenue; Up 63.7% compared to the 4th Quarter of 2021
Consolidated Gross Margin for the Quarter was 20.4% and for the Year 18.9%
ODR Segment Accounted for Approximately 58.8% of Consolidated Gross Profit for FY 2022

Conference Call Scheduled for 9:00 am ET on March 9, 2023
WARRENDALE, PA – March 8, 2023 – Limbach Holdings, Inc. (Nasdaq: LMB) (“Limbach” or the “Company”) today announced its financial results for the year ended December 31, 2022. The Company reported consolidated revenue of $496.8 million, with the ODR segment revenue accounting for 43.6% of the consolidated total, up from 28.6% in the comparable period. Net income for the full year was $6.8 million, with diluted EPS of $0.64. Adjusted EBITDA was $31.8 million, up 36.5% from $23.3 million in fiscal year 2021.
Charlie Bacon, Limbach’s President and Chief Executive Officer, said, “We delivered a strong 4th quarter which resulted in Adjusted EBITDA for FY 2022 that exceeded the higher end of our guidance for the year, despite a modestly lower top line. In addition, we resolved one of our outstanding claims during the quarter and expect to receive cash of approximately $10 million during the first half of 2023 as a result of this claim resolution.”
Mr. Bacon continued, “Several years ago, we embarked on a strategic shift in our business, centered on further developing and expanding relationships with building owners, coupled with a focus on higher quality GCR revenues. The ultimate goal of that shift was to improve our return on capital, overall profitability, and cash flow. We believe our results illustrate that we are executing on that plan and gaining continued momentum towards this goal. I'm extremely pleased to be stepping away from Limbach with the Company in its current position and with our focus on quality of earnings driven through our revised strategy. My enthusiasm for the leadership team is well known, and I could not be happier to have Mike McCann assume the job of CEO.”
Mike McCann, Limbach’s Chief Operating Officer and incoming Chief Executive Officer added, “With Charlie’s leadership and support, we've spent the past three years redefining Limbach. I'm excited to be tasked with leading our company as we solidify and expand our customer-focused platform. Our Q4 and FY 2022 results continued the trend of improving profitability coupled with strong cash flow. That success has enabled us to report a stronger balance sheet, providing additional flexibility in our capital allocation plan, whether it is the pursuit of targeted acquisitions, or our recently completed share repurchase program. We are in the early innings of maximizing many of our customer relationships and as we do so, I look forward to our continued success.”


    

The following are results for the three months ended December 31, 2022, compared to the three months ended December 31, 2021:
Consolidated revenue was $143.5 million, an increase of 13.1% from $126.8 million. ODR segment revenue of $64.0 million increased by $24.9 million, or 63.7%, while GCR segment revenue of $79.5 million was down $8.3 million, or 9.4%. The Company continued its strategic focus on expanding the ODR segment’s contribution to the business and improving GCR project execution and profitability by pursuing GCR opportunities that were smaller in scope and lower in contract value, shorter in duration, and where the Company can leverage its captive design and engineering services.
Gross margin slightly increased to 20.4%, up from 20.1%. On a dollar basis, total gross profit was $29.2 million, compared to $25.5 million. ODR gross profit increased $6.2 million, or 55.2%, due to an increase in revenue, despite a lower margin of 27.0% versus 28.5% driven by project mix. GCR gross profit decreased $2.5 million, or 17.1%, largely reflecting lower revenue at a lower margin. GCR gross margin declined to 15.0% from 16.4%.
SG&A expense increased approximately $3.0 million, to $21.8 million, compared to $18.8 million. The increase was primarily related to the addition of the SG&A costs for the entities acquired in the Jake Marshall transaction and an increase in an estimated loss contingency accrual, partially offset by a decrease in professional fees. As a percent of revenue, SG&A expense was 15.2%, up from 14.8%.
Interest expense, net was $0.6 million compared to $0.4 million. This increase was due to higher interest rates on outstanding debt despite a lower overall outstanding debt balance year-over-year.
Net income was $3.8 million as compared to $4.3 million. Diluted income per share was $0.35 as compared to $0.41. Both net income and diluted earnings per share were impacted during the current year by certain restructuring charges and other costs that are not included in the prior periods as outlined in the Reconciliation of Net Income to Adjusted EBITDA table.
Adjusted EBITDA was $11.6 million as compared to $9.5 million, an increase of 21.2%. Adjusted EBITDA for the three months ended December 31, 2022 included adjustments for certain restructuring and other costs that are not included in the prior periods.
The following are results for the year ended December 31, 2022, compared to the year ended December 31, 2021:
Consolidated revenue was $496.8 million, an increase of 1.3% from $490.4 million. ODR segment revenue of $216.4 million increased by $76.1 million, or 54.2%, while GCR segment revenue of $280.4 million decreased by $69.6 million, or 19.9%. The Company continued its strategic focus on expanding the ODR segment’s contribution to the business and improving GCR project execution and profitability by pursuing GCR opportunities that were smaller in scope and lower in contract value, shorter in duration, and where the Company can leverage its captive design and engineering services.
Gross margin increased to 18.9%, up from 17.5%. On a dollar basis, total gross profit was $93.7 million, compared to $85.9 million. ODR gross profit increased $14.6 million, or 36.1%, due to an increase in revenue, despite a lower margin of 25.5% versus 28.9% driven by project mix and timing. GCR gross profit decreased $6.8 million, or 14.9%, largely reflecting lower revenue despite a higher margin. GCR gross margin increased to 13.8% from 13.0%.
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SG&A expense increased approximately $6.4 million, to $77.9 million, compared to $71.4 million. The increase in SG&A was primarily due to costs incurred by the entities acquired in the Jake Marshall transaction, an increase in travel and entertainment expense, and an increase in an estimated loss contingency accrual, partially offset by a decrease in professional fee expenses, coupled with other various immaterial decreases to SG&A. As a percent of revenue, SG&A expense was 15.7%, up from 14.6%.
Interest expense, net, was $2.1 million compared to $2.6 million. The reduction in interest expense was due to the refinancing of the higher interest rate debt with a lower interest rate debt instrument as a result of the 2021 debt refinancing and the Amended and Restated Wintrust Agreement, coupled with a lower overall outstanding debt balance year-over-year.
Net income for the year was $6.8 million as compared to $6.7 million. Diluted income per share was $0.64 as compared to $0.66. Both net income and diluted earnings per share were impacted by certain restructuring charges and other costs that are not included in the prior periods as outlined in the Reconciliation of Net Income to Adjusted EBITDA table.
Adjusted EBITDA was $31.8 million as compared to $23.3 million, an increase of 36.5%. Adjusted EBITDA for the year ended December 31, 2022 included adjustments for certain restructuring and other costs that are not included in the prior periods.
Net cash provided by operating activities was $35.4 million for the year ended December 31, 2022 as compared to net cash used in operating activities of $24.2 million. The increase in operating cash flows was primarily attributable to an increase in our net overbilled position as of December 31, 2022 and timing of payments.
Balance Sheet
At December 31, 2022, we had cash and cash equivalents of $36.0 million. We had current assets of $226.0 million and current liabilities of $159.1 million at December 31, 2022, representing a current ratio of 1.42x compared to 1.49x at December 31, 2021. Working capital was $66.9 million at December 31, 2022, an increase of $3.7 million from December 31, 2021. At December 31, 2022, we had no borrowings against our revolving credit facility, other than for standby letters of credit totaling $3.2 million, and carried a term loan balance of $21.5 million. For the year ended December 31, 2022, the Company made principal payments of $13.4 million, consisting of monthly installment payments of $0.6 million, an Excess Cash Flow payment of $3.3 million and total Net Claim Proceeds payments of $2.7 million.
Common Stock Repurchase Program
As previously announced, in September 2022 the Company authorized a common stock repurchase program in an effort to return value to its stockholders. Under this program, the Company was authorized to repurchase up to $2.0 million of its outstanding common stock. The share repurchase authority was valid for one-year through September 29, 2023. As of December 31, 2022, the Company had repurchased 179,652 shares of common stock for a total cost of approximately $2.0 million, which was funded from the Company’s available cash on hand. The shares repurchased as of December 31, 2022 constituting approximately $2.0 million represent the full authority of the program and therefore as of December 31, 2022 the common stock repurchase program announced in September 2022 was substantially completed. The Company, led by its Board of Directors as part of the Board’s role in providing oversight related to capital allocation, plans, subject to legal, contractual or other considerations, to continue to evaluate and potentially explore future repurchase authorizations, if and when appropriate. The exact number of shares to be repurchased by the Company or the amount of the
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repurchase authorization are not guaranteed. Any repurchase authorization and the terms of such authorization would be disclosed in the future through appropriate press releases and/or filings with the Securities Exchange Commission. Any such program authorized by the Company, if any, may be suspended, modified, or discontinued, in whole or in part, at any time without prior notice.
2023 Guidance
The Company has provided initial 2023 full year guidance, as summarized in the table below.

Revenue$490 million - $520 million
Adjusted EBITDA$33 million - $37 million
Conference Call Details
Date:     Thursday, March 9, 2023
Time:     9:00 a.m. Eastern Time
Participant Dial-In Numbers:
Domestic callers:     877-407-6176
International callers:    201-689-8451
Access by Webcast
The call will also be simultaneously webcast over the Internet via the “Investor Relations” section of Limbach’s website at www.limbachinc.com or by clicking on the conference call link: https://event.choruscall.com/mediaframe/webcast.html?webcastid=Vv01rElU. An audio replay of the call will be archived on Limbach’s website for 365 days.
About Limbach
Limbach is a building systems solutions firm with expertise in the design, prefabrication, installation, management and maintenance of heating, ventilation, air-conditioning ("HVAC"), mechanical, electrical, plumbing and controls systems. With over 1,500 team members and 17 offices located throughout the United States, we partner with institutions with mission-critical infrastructures, such as data centers and healthcare, industrial & light manufacturing, cultural & entertainment, higher education, and life science facilities. With Limbach's full life-cycle capabilities, from concept design and engineering through system commissioning and recurring 24/7 service and maintenance, Limbach is positioned as a value-added and indispensable partner for building owners, construction managers, general contractors, and energy service companies.
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Forward-Looking Statements
We make forward-looking statements in this press release within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to expectations or forecasts for future events, including, without limitation, our earnings, Adjusted EBITDA, revenues, expenses, backlog, capital expenditures or other future financial or business performance or strategies, results of operations or financial condition, and in particular statements regarding the impact of the COVID-19 pandemic on the construction industry in future periods, timing of the recognition of backlog as revenue, the potential for recovery of cost overruns, and the ability of Limbach to successfully remedy the issues that have led to write-downs in various business units. These statements may be preceded by, followed by or include the words “may,” “might,” “will,” “will likely result,” “should,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “continue,” “target” or similar expressions. These forward-looking statements are based on information available to us as of the date they were made and involve a number of risks and uncertainties which may cause them to turn out to be wrong. Some of these risks and uncertainties may in the future be amplified by the COVID-19 outbreak and there may be additional risks that we consider immaterial or which are unknown. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Please refer to our most recent annual report on Form 10-K, as well as our subsequent filings on Form 10-Q and Form 8-K, which are available on the SEC’s website (www.sec.gov), for a full discussion of the risks and other factors that may impact any forward-looking statements in this press release.
Investor Relations
The Equity Group, Inc.
Jeremy Hellman, CFA
Vice President
(212) 836-9626 / jhellman@equityny.com
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LIMBACH HOLDINGS, INC.
Consolidated Statements of Operations

(in thousands, except share and per share data)For the Quarter Ended December 31,For the Years Ended December 31,
2022202120222021
Revenue$143,483 $126,811 $496,782 $490,351 
Cost of revenue114,256 101,283 403,041 404,441 
Gross profit29,227 25,528 93,741 85,910 
Operating expenses:
Selling, general and administrative21,766 18,757 77,879 71,436 
Change in fair value of contingent consideration1,134 — 2,285 — 
Amortization of intangibles383 189 1,567 484 
Total operating expenses23,283 18,946 81,731 71,920 
Operating income5,944 6,582 12,010 13,990 
Other (expense) income:
Interest expense, net(633)(428)(2,144)(2,568)
Loss on early termination of operating lease— — (849)— 
Loss on debt extinguishment— — — (1,961)
Gain on change in fair value of interest swap12 — 310 — 
Gain on disposition of property and equipment19 43 281 
Gain on change in fair value of warrant liability— — — 14 
Total other expenses(602)(385)(2,402)(4,513)
Income before income taxes5,342 6,197 9,608 9,477 
Income tax provision1,534 1,919 2,809 2,763 
Net income$3,808 $4,278 $6,799 $6,714 
Earnings Per Share (“EPS”)
Net income per share:
Basic$0.37 $0.42 $0.65 $0.67 
Diluted$0.35 $0.41 $0.64 $0.66 
Weighted average number of shares outstanding:
Basic10,411,611 10,301,389 10,425,119 10,013,117 
Diluted10,888,777 10,520,818 10,676,534 10,231,637 

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LIMBACH HOLDINGS, INC.
Consolidated Balance Sheets
As of December 31,
(in thousands, except share data)
20222021
ASSETS
Current assets:
Cash and cash equivalents$36,001 $14,476 
Restricted cash113 113 
Accounts receivable (net of allowance for doubtful accounts of $234 and $263 as of December 31, 2022 and 2021, respectively)
124,442 89,327 
Contract assets61,453 83,863 
Advances to and equity in joint ventures, net12 12 
Income tax receivable95 114 
Other current assets3,874 5,001 
Total current assets225,990 192,906 
Property and equipment, net18,224 21,621 
Intangible assets, net15,340 16,907 
Goodwill11,370 11,370 
Operating lease right-of-use assets18,288 20,119 
Deferred tax asset4,829 4,330 
Other assets515 259 
Total assets$294,556 $267,512 
LIABILITIES
Current liabilities:
Current portion of long-term debt$9,564 $9,879 
Current operating lease liabilities3,562 4,366 
Accounts payable, including retainage75,122 63,840 
Contract liabilities44,007 26,712 
Accrued income taxes1,888 501 
Accrued expenses and other current liabilities24,942 24,444 
Total current liabilities159,085 129,742 
Long-term debt21,528 29,816 
Long-term operating lease liabilities15,643 16,576 
Other long-term liabilities2,858 3,540 
Total liabilities199,114 179,674 
Commitments and contingencies
Redeemable convertible preferred stock, net, par value $0.0001, $1,000,000 shares authorized, no shares issued and outstanding ($0 redemption value)
— — 
STOCKHOLDERS’ EQUITY
Common stock, $0.0001 par value; 100,000,000 shares authorized, issued 10,471,410 and 10,304,242, respectively; 10,291,758 and 10,304,242 outstanding, respectively
Additional paid-in capital87,809 85,004 
Treasury stock, at cost (179,652 and — shares, respectively)
(2,000)— 
Retained earnings 9,632 2,833 
Total stockholders’ equity95,442 87,838 
Total liabilities and stockholders’ equity$294,556 $267,512 
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LIMBACH HOLDINGS, INC.
Consolidated Statements of Cash Flows
Year Ended December 31,
(in thousands)
20222021
Cash flows from operating activities:
Net income$6,799 $6,714 
Adjustments to reconcile net income to cash provided by (used in) operating activities:
Depreciation and amortization8,158 5,948 
Noncash operating lease expense4,260 4,268 
Provision for doubtful accounts292 198 
Stock-based compensation expense2,742 2,601 
Loss on early debt extinguishment— 1,961 
Loss on early termination of operating lease849 — 
Amortization of debt discount and issuance costs138 280 
Deferred income tax provision(499)1,757 
Gain on change in fair value of warrant liability— (14)
Gain on sale of property and equipment(281)(2)
Gain on change in fair value of interest rate swap(310)— 
Loss on change in fair value of contingent consideration2,285 — 
Changes in operating assets and liabilities:
      Accounts receivable(35,407)3,408 
      Contract assets22,410 (15,054)
      Other current assets1,128 (555)
      Accounts payable, including retainage11,282 (5,578)
      Contract liabilities17,296 (20,399)
 Income tax receivable19 (114)
 Accrued income taxes1,387 (1,170)
      Accrued expenses and other current liabilities(2,934)(706)
      Operating lease liabilities(4,133)(4,083)
      Other long-term liabilities(108)(3,693)
Net cash provided by (used in) operating activities35,373 (24,233)
Cash flows from investing activities:
Proceeds from sale of property and equipment498 467 
Jake Marshall Transaction, net of cash acquired— (18,977)
Advances to joint ventures— (2)
Purchase of property and equipment(993)(791)
Net cash used in investing activities(495)(19,303)
Cash flows from financing activities:
   Proceeds from Wintrust and A&R Wintrust Term Loans— 40,000 
   Payments on Wintrust and A&R Wintrust Term Loans(13,429)(5,119)
   Proceeds from A&R Wintrust Revolving Loan15,194 — 
   Payment on A&R Wintrust Revolving Loan(15,194)— 
   Payments on 2019 Refinancing Term Loan— (39,000)
   Proceeds from financing transaction5,400 — 
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   Payments on financing liability(49)— 
   Prepayment penalty and other costs associated with debt extinguishment— (1,376)
   Proceeds from sale of common stock— 22,773 
   Repurchase of common stock under Share Repurchase Program(2,000)— 
   Proceeds from exercise of warrants— 1,989 
Payments on finance leases(2,734)(2,623)
Proceeds from contributions to employee stock purchase plan309 323 
Taxes paid related to net-share settlement of equity awards(417)(459)
Payments of debt issuance costs(433)(643)
Net cash (used in) provided by financing activities(13,353)15,865 
Increase (decrease) in cash, cash equivalents and restricted cash21,525 (27,671)
Cash, cash equivalents and restricted cash, beginning of year14,589 42,260 
Cash, cash equivalents and restricted cash, end of year$36,114 $14,589 
Supplemental disclosures of cash flow information
Noncash investing and financing transactions:
Earnout Payments associated with the Jake Marshall Transaction$— $3,089 
Right of use assets obtained in exchange for new operating lease liabilities— 5,417 
Right of use assets obtained in exchange for new finance lease liabilities2,634 1,296 
Right of use assets disposed or adjusted modifying operating leases liabilities2,455 219 
Right of use assets disposed or adjusted modifying finance leases liabilities(77)— 
Interest paid2,005 2,549 
Cash paid for income taxes$1,979 $2,290 
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LIMBACH HOLDINGS, INC.
Consolidated Statements of Operations (Unaudited)
Three Months Ended
December 31,
Increase/(Decrease)
(in thousands, except for percentages)20222021$%
Statement of Operations Data:  
Revenue:  
GCR$79,458 55.4 %$87,711 69.2 %$(8,253)(9.4)%
ODR64,025 44.6 %39,100 30.8 %24,925 63.7 %
Total revenue143,483 100.0 %126,811 100.0 %16,672 13.1 %
Gross profit:
GCR(1)
11,922 15.0 %14,375 16.4 %(2,453)(17.1)%
ODR(2)
17,305 27.0 %11,153 28.5 %6,152 55.2 %
Total gross profit29,227 20.4 %25,528 20.1 %3,699 14.5 %
Selling, general and administrative:
GCR(1)
11,290 14.2 %

9,788 11.2 %1,502 15.3 %
ODR(2)
9,714 15.2 %

8,384 21.4 %1,330 15.9 %
Corporate762 0.5 %585 0.5 %177 30.3 %
Total selling, general and administrative21,766 15.2 %18,757 14.8 %3,009 16.0 %
Change in fair value of contingent consideration (Corporate)1,134 0.8 %— — %1,134 100.0 %
Amortization of intangibles (Corporate)383 0.3 %189 0.1 %194 102.6 %
Total operating income$5,944 4.1 %$6,582 5.2 %$(638)(9.7)%
(1)As a percentage of GCR revenue.
(2)As a percentage of ODR revenue.
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LIMBACH HOLDINGS, INC.
Consolidated Statements of Operations
 Year Ended December 31,Increase/(Decrease)
(in thousands, except for percentages)20222021$%
Statement of Operations Data:  
Revenue:  
GCR$280,379 56.4 %$350,015 71.4 %$(69,636)(19.9)%
ODR216,403 43.6 %140,336 28.6 %76,067 54.2 %
Total revenue496,782 100.0 %490,351 100.0 %6,431 1.3 %
Gross profit:
GCR(1)
38,622 13.8 %45,409 13.0 %(6,787)(14.9)%
ODR(2)
55,119 25.5 %40,501 28.9 %14,618 36.1 %
Total gross profit93,741 18.9 %85,910 17.5 %7,831 9.1 %
Selling, general and administrative:
GCR(1)
36,332 13.0 %37,558 10.7 %(1,226)(3.3)%
ODR(2)
38,805 17.9 %31,277 22.3 %7,528 24.1 %
Corporate2,742 0.6 %2,601 0.5 %141 5.4 %
Total selling, general and administrative77,879 15.7 %71,436 14.6 %6,443 9.0 %
Change in fair value of contingent consideration (Corporate)2,285 0.5 %— — %2,285 100.0 %
Amortization of intangibles (Corporate)1,567 0.3 %484 0.1 %1,083 223.8 %
Total operating income$12,010 2.4 %$13,990 2.9 %$(1,980)(14.2)%
(1)As a percentage of GCR revenue.
(2)As a percentage of ODR revenue.
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Non-GAAP Financial Measures
In assessing the performance of our business, management utilizes a variety of financial and performance measures. The key measure is Adjusted EBITDA, a non-GAAP financial measure. We define Adjusted EBITDA as net income plus depreciation and amortization expense, interest expense, and taxes, as further adjusted to eliminate the impact of, when applicable, other non-cash items or expenses that are unusual or non-recurring that we believe do not reflect our core operating results. We believe that Adjusted EBITDA is meaningful to our investors to enhance their understanding of our financial performance for the current period and our ability to generate cash flows from operations that are available for taxes, capital expenditures and debt service. We understand that Adjusted EBITDA is frequently used by securities analysts, investors and other interested parties as a measure of financial performance and to compare our performance with the performance of other companies that report Adjusted EBITDA. Our calculation of Adjusted EBITDA, however, may not be comparable to similarly titled measures reported by other companies. When assessing our operating performance, investors and others should not consider this data in isolation or as a substitute for net income calculated in accordance with GAAP. Further, the results presented by Adjusted EBITDA cannot be achieved without incurring the costs that the measure excludes. A reconciliation of net income to Adjusted EBITDA, the most comparable GAAP measure, is provided below.
We refer to our estimated revenue on uncompleted contracts, including the amount of revenue on contracts for which work has not begun, less the revenue we have recognized under such contracts, as “backlog.” Backlog includes unexercised contract options.
Reconciliation of Net Income to Adjusted EBITDA
Three Months Ended December 31,For the Years Ended December 31,
(in thousands)2022202120222021
Net income$3,808 $4,278 $6,799 $6,714 
Adjustments:
Depreciation and amortization1,985 1,595 8,158 5,948 
Interest expense, net633 428 2,144 2,568 
Non-cash stock-based compensation expense762 585 2,742 2,601 
Loss on early debt extinguishment— — — 1,961 
Change in fair value of interest rate swap(12)— (310)— 
Change in fair value of warrant liability— — — (14)
Loss on early termination of operating lease— — 849 — 
Restructuring costs(1)
1,692 — 6,016 — 
Change in fair value of contingent consideration1,134 — 2,285 — 
Income tax provision 1,534 1,919 2,809 2,763 
Acquisition and other transaction costs30 735 273 735 
Adjusted EBITDA$11,566 $9,540 $31,765 $23,276 
(1)    Includes restructuring charges within our Southern California and Eastern Pennsylvania branches as well as other cost savings initiatives throughout the company.
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