Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 11, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-36541 | |
Entity Registrant Name | LIMBACH HOLDINGS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 46-5399422 | |
Entity Address, Address Line One | 1251 Waterfront Place | |
Entity Address, Address Line Two | Suite 201 | |
Entity Address, City or Town | Pittsburgh | |
Entity Address, State or Province | PA | |
Entity Address, Postal Zip Code | 15222 | |
City Area Code | 412 | |
Local Phone Number | 359-2100 | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | LMB | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 7,926,137 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0001606163 | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash and cash equivalents | $ 39,600 | $ 8,344 |
Restricted cash | 113 | 113 |
Accounts receivable, net | 124,839 | 105,067 |
Contract assets | 68,576 | 77,188 |
Income tax receivable | 685 | 494 |
Other current assets | 3,908 | 4,174 |
Total current assets | 237,721 | 195,380 |
Property and equipment, net | 20,582 | 21,287 |
Intangible assets, net | 11,785 | 12,311 |
Goodwill | 6,129 | 6,129 |
Operating lease right-of-use assets | 19,533 | 21,056 |
Deferred tax asset | 4,575 | 4,786 |
Other assets | 461 | 668 |
Total assets | 300,786 | 261,617 |
Current liabilities | ||
Current portion of long-term debt | 6,612 | 4,425 |
Current operating lease liabilities | 3,875 | 3,750 |
Accounts payable, including retainage | 88,962 | 86,267 |
Contract liabilities | 61,085 | 42,370 |
Accrued income taxes | 1,959 | 12 |
Accrued expenses and other current liabilities | 24,508 | 20,045 |
Total current liabilities | 187,001 | 156,869 |
Long-term debt | 37,462 | 38,868 |
Long-term operating lease liabilities | 16,402 | 18,247 |
Other long-term liabilities | 6,794 | 763 |
Total liabilities | 247,659 | 214,747 |
Commitments and contingencies | ||
STOCKHOLDERS’ EQUITY | ||
Common stock, $0.0001 par value; 100,000,000 shares authorized, 7,894,202 issued and outstanding at September 30, 2020 and 7,688,958 at December 31, 2019 | 1 | 1 |
Additional paid-in capital | 57,394 | 56,557 |
Accumulated deficit | (4,268) | (9,688) |
Total stockholders’ equity | 53,127 | 46,870 |
Total liabilities and stockholders’ equity | $ 300,786 | $ 261,617 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Common stock, par or stated value per share (in usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares, issued (in shares) | 7,894,202 | 7,688,958 |
Common stock, shares, outstanding (in shares) | 7,894,202 | 7,688,958 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Statement [Abstract] | ||||
Revenue | $ 163,856,000 | $ 148,119,000 | $ 437,813,000 | $ 414,469,000 |
Cost of revenue | 139,685,000 | 129,746,000 | 375,083,000 | 358,778,000 |
Gross profit | 24,171,000 | 18,373,000 | 62,730,000 | 55,691,000 |
Operating expenses: | ||||
Selling, general and administrative expenses | 17,045,000 | 16,568,000 | 47,596,000 | 49,691,000 |
Amortization of intangibles | 109,000 | 149,000 | 526,000 | 499,000 |
Total operating expenses | 17,154,000 | 16,717,000 | 48,122,000 | 50,190,000 |
Operating income | 7,017,000 | 1,656,000 | 14,608,000 | 5,501,000 |
Other income (expenses): | ||||
Interest expense, net | (2,154,000) | (1,759,000) | (6,449,000) | (4,190,000) |
Gain on disposition of property and equipment | 3,000 | 17,000 | 18,000 | 38,000 |
Loss on debt extinguishment | 0 | 0 | 0 | (513,000) |
Gain on change in fair value of warrant liability | (1,371,000) | 525,000 | (1,312,000) | 422,000 |
Impairment of goodwill | 0 | (4,359,000) | 0 | (4,359,000) |
Total other expenses | (3,522,000) | (5,576,000) | (7,743,000) | (8,602,000) |
Income (loss) before income taxes | 3,495,000 | (3,920,000) | 6,865,000 | (3,101,000) |
Income tax provision (benefit) | 970,000 | (942,000) | 1,445,000 | (681,000) |
Net income (loss) | $ 2,525,000 | $ (2,978,000) | $ 5,420,000 | $ (2,420,000) |
Income (loss) per common share: | ||||
Basic (in usd per share) | $ 0.32 | $ (0.39) | $ 0.69 | $ (0.32) |
Diluted (in usd per share) | $ 0.31 | $ (0.39) | $ 0.68 | $ (0.32) |
Weighted average number of shares outstanding: | ||||
Basic (in shares) | 7,890,074 | 7,673,517 | 7,844,587 | 7,653,372 |
Diluted (in shares) | 8,107,149 | 7,673,517 | 7,969,857 | 7,653,372 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional paid-in capital | Accumulated deficit |
Beginning balance at Dec. 31, 2018 | $ 46,368 | $ 1 | $ 54,791 | $ (8,424) |
Beginning balance (in shares) at Dec. 31, 2018 | 7,592,911 | |||
Stock-based compensation | 367 | 367 | ||
Shares issued related to vested restricted stock units | 0 | |||
Shares issued related to vested restricted stock units (in shares) | 50,222 | |||
Net income (loss) | 1,847 | 1,847 | ||
Ending balance at Mar. 31, 2019 | 49,093 | $ 1 | 55,158 | (6,066) |
Ending balance (in shares) at Mar. 31, 2019 | 7,643,133 | |||
Beginning balance at Dec. 31, 2018 | 46,368 | $ 1 | 54,791 | (8,424) |
Beginning balance (in shares) at Dec. 31, 2018 | 7,592,911 | |||
Net income (loss) | (2,420) | |||
Net income (loss) | Accounting Standards Update 2016-02 | 0 | |||
Ending balance at Sep. 30, 2019 | 45,832 | $ 1 | 56,164 | (10,333) |
Ending balance (in shares) at Sep. 30, 2019 | 7,688,958 | |||
Beginning balance at Mar. 31, 2019 | 49,093 | $ 1 | 55,158 | (6,066) |
Beginning balance (in shares) at Mar. 31, 2019 | 7,643,133 | |||
Stock-based compensation | 515 | 515 | ||
Net income (loss) | (1,289) | (1,289) | ||
Ending balance at Jun. 30, 2019 | 48,319 | $ 1 | 55,673 | (7,355) |
Ending balance (in shares) at Jun. 30, 2019 | 7,643,133 | |||
Stock-based compensation | 491 | 491 | ||
Shares issued related to vested restricted stock units | 0 | |||
Shares issued related to vested restricted stock units (in shares) | 45,825 | |||
Net income (loss) | (2,978) | (2,978) | ||
Net income (loss) | Accounting Standards Update 2016-02 | 0 | |||
Ending balance at Sep. 30, 2019 | 45,832 | $ 1 | 56,164 | (10,333) |
Ending balance (in shares) at Sep. 30, 2019 | 7,688,958 | |||
Beginning balance at Dec. 31, 2019 | 46,870 | $ 1 | 56,557 | (9,688) |
Beginning balance (in shares) at Dec. 31, 2019 | 7,688,958 | |||
Stock-based compensation | 295 | 295 | ||
Shares issued related to vested restricted stock units | 0 | |||
Shares issued related to vested restricted stock units (in shares) | 104,905 | |||
Net income (loss) | (52) | (52) | ||
Ending balance at Mar. 31, 2020 | 47,113 | $ 1 | 56,852 | (9,740) |
Ending balance (in shares) at Mar. 31, 2020 | 7,793,863 | |||
Beginning balance at Dec. 31, 2019 | 46,870 | $ 1 | 56,557 | (9,688) |
Beginning balance (in shares) at Dec. 31, 2019 | 7,688,958 | |||
Net income (loss) | 5,420 | |||
Ending balance at Sep. 30, 2020 | 53,127 | $ 1 | 57,394 | (4,268) |
Ending balance (in shares) at Sep. 30, 2020 | 7,894,202 | |||
Beginning balance at Mar. 31, 2020 | 47,113 | $ 1 | 56,852 | (9,740) |
Beginning balance (in shares) at Mar. 31, 2020 | 7,793,863 | |||
Stock-based compensation | 140 | 140 | ||
Shares issued related to vested restricted stock units | 0 | |||
Shares issued related to vested restricted stock units (in shares) | 59,514 | |||
Net income (loss) | 2,947 | 2,947 | ||
Ending balance at Jun. 30, 2020 | 50,200 | $ 1 | 56,992 | (6,793) |
Ending balance (in shares) at Jun. 30, 2020 | 7,853,377 | |||
Stock-based compensation | 304 | 304 | ||
Proceeds related to employee stock purchase plan | 98 | 98 | ||
Shares issued related to employee stock purchase plan | 0 | |||
Shares issued related to employee stock purchase plan (in shares) | 30,825 | |||
Shares issued related to vested restricted stock units | 0 | |||
Shares issued related to vested restricted stock units (in shares) | 10,000 | |||
Net income (loss) | 2,525 | 2,525 | ||
Ending balance at Sep. 30, 2020 | $ 53,127 | $ 1 | $ 57,394 | $ (4,268) |
Ending balance (in shares) at Sep. 30, 2020 | 7,894,202 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 5,420,000 | $ (2,420,000) |
Adjustments to reconcile net income to cash provided by (used in) operating activities: | ||
Depreciation and amortization | 4,635,000 | 4,234,000 |
Impairment of goodwill | 0 | 4,359,000 |
Provision for doubtful accounts | 62,000 | 104,000 |
Stock-based compensation expense | 739,000 | 1,373,000 |
Noncash operating lease expense | 3,033,000 | 2,789,000 |
Amortization of debt issuance costs | 1,620,000 | 901,000 |
Deferred income tax (benefit) provision | 211,000 | (775,000) |
Gain on sale of property and equipment | (18,000) | (38,000) |
Loss on debt extinguishment | 0 | 513,000 |
Gain on change in fair value of warrant liability | 1,312,000 | (422,000) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (19,834,000) | (5,223,000) |
Contract assets | 8,612,000 | (15,768,000) |
Other current assets | 270,000 | 29,733,000 |
Accounts payable, including retainage | 2,695,000 | (1,406,000) |
Prepaid income taxes | (192,000) | 77,000 |
Accrued taxes payable | 1,947,000 | 63,000 |
Contract liabilities | 18,715,000 | (6,826,000) |
Operating lease liabilities | (3,229,000) | (2,789,000) |
Accrued expenses and other current liabilities | 8,925,000 | (25,961,000) |
Other long-term liabilities | 306,000 | (102,000) |
Net cash provided by (used in) operating activities | 35,229,000 | (17,584,000) |
Cash flows from investing activities: | ||
Proceeds from sale of property and equipment | 65,000 | 148,000 |
Advances (to) from joint ventures | (3,000) | 3,000 |
Purchase of property and equipment | (1,116,000) | (2,192,000) |
Net cash used in investing activities | (1,054,000) | (2,041,000) |
Cash flows from financing activities: | ||
Increase in bank overdrafts | 0 | 6,102,000 |
Payments on Credit Agreement term loan | 0 | (14,335,000) |
Proceeds from Credit Agreement revolver | 0 | 17,500,000 |
Payments on Credit Agreement revolver | 0 | (17,500,000) |
Proceeds from 2019 Revolving Credit Facility | 7,250,000 | 19,250,000 |
Payments on 2019 Revolving Credit Facility | (7,250,000) | (19,250,000) |
Payments on 2019 Refinancing Term Loan | (1,000,000) | 0 |
Proceeds from 2019 refinancing Term Loan, net of debt discount | 0 | 38,643,000 |
Warrants issued in conjunction with the 2019 Refinancing Term Loan | 0 | 969,000 |
Embedded derivative associated with the 2019 Refinancing Term Loan | 0 | 388,000 |
Payments on Bridge Term Loan | 0 | (7,736,000) |
Payments on finance leases | (1,966,000) | (1,803,000) |
Payments of debt issuance costs | 0 | (3,339,000) |
Taxes paid related to net-share settlement of equity awards | (102,000) | (123,000) |
Proceeds from contributions to Employee Stock Purchase Plan | 149,000 | 0 |
Net cash (used in) provided by financing activities | (2,919,000) | 18,766,000 |
Increase in cash, cash equivalents and restricted cash | 31,256,000 | (859,000) |
Cash, cash equivalents and restricted cash, beginning of period | 8,457,000 | 1,732,000 |
Cash, cash equivalents and restricted cash, end of period | 39,713,000 | 873,000 |
Noncash investing and financing transactions: | ||
Right of use assets obtained in exchange for new operating lease liabilities | 924,000 | 3,022,000 |
Right of use assets obtained in exchange for new finance lease liabilities | 2,399,000 | 2,685,000 |
Right-of-use assets disposed or adjusted modifying operating leases liabilities | 586,000 | 1,651,000 |
Right-of-use assets disposed or adjusted modifying finance leases liabilities | (64,000) | (55,000) |
Interest paid | $ 4,817,000 | $ 3,091,000 |
Organization and Plan of Busine
Organization and Plan of Business Operations | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Plan of Business Operations | Organization and Plan of Business Operations Limbach Holdings, Inc. (the “Company,” “we” or “us”), is a Delaware corporation headquartered in Pittsburgh, Pennsylvania that was formed on July 20, 2016, as a result of a business combination with Limbach Holdings LLC (“LHLLC”). The Company’s condensed consolidated financial statements include the accounts of Limbach Holdings, Inc. and its wholly-owned subsidiaries, including LHLLC, Limbach Facility Services LLC, Limbach Company LLC, Limbach Company LP, Harper Limbach LLC, and Harper Limbach Construction LLC. We operate in two segments, (i) Construction, in which we generally manage large construction or renovation projects that involve primarily heating, ventilation, and air conditioning (“HVAC”), plumbing, or electrical services, and (ii) Service, in which we provide maintenance or service primarily on HVAC, plumbing or electrical systems. This work is primarily performed under fixed price, modified fixed price, and time and material contracts over periods of typically less than two years. The Company's customers operate in several different industries, including healthcare, education, sports and entertainment, infrastructure, government, hospitality, commercial, manufacturing, mission critical, and industrial manufacturing. The Company operates primarily in the Northeast, Mid-Atlantic, Southeast, Midwest, and Southwestern regions of the United States. Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act (“JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a registration statement under the Securities Act of 1933, as amended, declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We ceased to qualify as an emerging growth company on December 31, 2019. Accordingly, we are required to comply with new or revised financial accounting standards as a public business entity. Impact of the COVID-19 Pandemic In March 2020, the World Health Organization declared the outbreak of COVID-19 a global pandemic. The COVID-19 pandemic has caused significant disruption and volatility on a global scale resulting in, among other things, an economic slowdown and the possibility of a continued economic recession. In response to the COVID-19 outbreak, national and local governments around the world instituted certain measures, including travel bans, prohibitions on group events and gatherings, shutdowns of certain non-essential businesses, curfews, shelter-in-place orders and recommendations to practice social distancing. The various governmental actions have been and remain applicable to Limbach's operations in different ways, often varying by state. In some instances, these orders have continued to affect certain projects in our Construction and Service segments into the third quarter of 2020. In limited instances, projects chose to shutdown work irrespective of the existence or applicability of government action. In most markets, construction is considered an essential business and Limbach continued to staff its projects and perform work during each of the nine months ended September 30, 2020 and has seen most of the projects that were in progress at the time the shutdowns commenced have since restarted. As Limbach's operations have been deemed essential, we have taken several measures to combat the COVID-19 downturn. The duration or recurrence of these measures and the impact of COVID-19 is unknown and may be extended, and additional measures may be necessary. The New England region was the only branch where all construction activity was prohibited for a period of time. In addition to project suspensions in the New England region, each of our other branches experienced select project suspensions and were adversely impacted by COVID-19 related regulation. In May, much of the COVID-19 regulations that caused shutdowns of projects in the New England region were lifted and all of the projects that were suspended in that region resumed operations. The other projects that were impacted by similar suspensions in each of our other branches also resumed. In the Service segment, certain branches are currently experiencing a slowdown in some types of work due to COVID-19 restrictions but began to see improvement during the summer months. Our branches are expecting building owners to maintain or retrofit current facilities in lieu of funding larger capital projects. During the nine months ended September 30, 2020, we took several actions to combat the COVID-19 outbreak induced downturn in our business including, but not limited to, the following: • Identification of projects that have been shut down and methods for seeking to preserve any contractual entitlement that may exist to recover monetary and time impacts; • 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. During the month of July 2020, with the return of project and service work, we removed the 10% salary reduction for the select group of corporate and regional management, returned auto allowances, reinstated positions, removed schedule reduction plans and discontinued our hiring freeze. In addition to the above actions taken during the initial impacts of COVID-19, we continue to take steps to minimize the adverse impacts of the COVID-19 pandemic on our business and to protect the safety of our employees and continue to emphasize wearing of masks, more frequent washing of hands and tools, social distancing, and work protocols. Limbach's COVID-19 policy is written based on the best practices provided by the Centers for Disease Control and Prevention (“CDC”) and Occupational Safety and Health Administration for essential workers. Our updated Work From Home Policy, along with the Company's business continuity planning and information technology enhancements have enabled an orderly transition to remote work and facilitated social distancing for salaried employees. Testing and inpatient treatment for COVID-19 is covered under our medical plan and fees have been waived since the onset of the pandemic. Counseling is available through our employee assistance plan to assist employees with financial, mental and emotional stress related to the virus and other issues. Management continues to perform a reforecast of its 2020 and 2021 financial plans on a monthly basis. For the period ended September 30, 2020, we assessed a variety of factors, including but not limited to projects in our Construction and Service segments currently being impacted or delayed, construction industry financial forecasts for the remainder of 2020, and the impact of certain cost-cutting measures implemented during the end of the our first fiscal quarter. Based on these factors we assumed a measured recovery in revenue and gross profit that commenced in May 2020 and returning to normal revenue and gross profit levels in Q4 2020. However, it is difficult to fully identify the nature and extent of the COVID-19 impacts and fully estimate any costs associated with its impacts, particularly as spread of the disease is reportedly increasing again nationally and worldwide during the fourth quarter of 2020. We believe any actual cost impacts are expected to be more readily discernible as projects continue to progress towards completion. Based on management's current reforecast, management projects compliance with the financial covenants associated with its current credit agreements for the next 12 months. While management has used all currently available information in its forecasts, the ultimate impact of the COVID-19 pandemic on our business, results of operations, financial condition and cash flows is highly uncertain, cannot be accurately predicted and is dependent on future developments, including the duration of the pandemic and the related length of its impact on the global economy, such as a lengthy or severe recession or any other negative trend in the U.S. or global economy, and any new information that may emerge concerning the COVID-19 outbreak and the actions to contain it or treat its impact. The continued impact on our business as a result of the COVID-19 pandemic could result in a material adverse effect on our business, results of operations, financial condition, liquidity and prospects in the near-term and beyond 2020. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Basis of Presentation Condensed Consolidated Financial Statements The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with instructions to the Quarterly Report on Form 10-Q and Rule 8-03 of Regulation S-X for smaller reporting companies. Consequently, certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. Readers of this report should refer to the consolidated financial statements and the notes thereto included in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on May 12, 2020. Unaudited Interim Financial Information The accompanying interim Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Operations, Condensed Consolidated Statements of Stockholders’ Equity and Condensed Consolidated Statements of Cash Flows for the periods presented are unaudited. Also, within the notes to the Condensed Consolidated Financial Statements, we have included unaudited information for these interim periods. These unaudited interim Condensed Consolidated Financial Statements have been prepared in accordance with GAAP. In our opinion, the accompanying unaudited Condensed Consolidated Financial Statements contain all normal and recurring adjustments necessary for a fair statement of the Company’s financial position as of September 30, 2020, its results of operations for the three and nine months ended September 30, 2020 and its cash flows for the nine months ended September 30, 2020. The results for the nine months ended September 30, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020. The Condensed Consolidated Balance Sheet as of December 31, 2019 was derived from our audited financial statements included in our Annual Report on Form 10-K filed with the SEC on May 12, 2020, but is presented as condensed and does not contain all of the footnote disclosures from the annual financial statements. |
Accounting Standards
Accounting Standards | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
Accounting Standards | Accounting Standards Recently Adopted Accounting Standards New Revenue Recognition Standard In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606), as amended by subsequent ASUs (collectively, “ASC Topic 606”) which amends the existing accounting standards for revenue recognition and establishes principles for recognizing revenue upon the transfer of promised goods or services to customers based on the expected consideration to be received in exchange for those goods or services. Effective December 31, 2019, management adopted ASC Topic 606 for the annual and quarterly periods beginning after January 1, 2019 using a modified retrospective transition approach. The financial information for the three and nine months ended September 30, 2019 has been recast to conform to the new standard. The adoption of ASC Topic 606 did not have an impact on revenue of our fixed-price and other service contracts. However, it did impact revenue of our construction-type contracts within our construction and service segments specifically in accounting for warranties. For many of our construction-type contracts, we previously included assurance-type warranties in total estimated project costs. Under ASC Topic 606, the estimated cost of satisfying assurance-type warranties is accrued in accordance with the guidance in ASC Topic 460, Guarantees. Upon adoption of ASC Topic 606, we removed estimated and actual warranty costs at the contract level and recognized a warranty liability and expense in direct proportion to the cost-to-cost method progress towards completion of the associated contract, which had a $0.6 million effect on our opening accumulated deficit balance at January 1, 2019. The Company also offers service-type warranties on certain construction-type projects. These service-type warranties were not accounted for as a separate performance obligation prior to the adoption of ASC Topic 606. Upon adoption of ASC Topic 606, we allocated a portion of the contract's transaction price to the service-type warranty based on its estimated standalone selling price. The accounting for service-type warranties under ASC Topic 606 did not have a material impact on the condensed consolidated financial statements. In addition, as of January 1, 2019, we began to separately present contract assets and liabilities on the consolidated balance sheets. Contract assets include amounts due under contractual retainage provisions that were previously included in accounts receivable as well as costs and estimated earnings in excess of billings on uncompleted contracts that were previously separately presented. Contract liabilities include billings in excess of costs and estimated earnings on uncompleted contracts that were previously separately presented and provisions for losses. See Note 5 - Contract Assets and Liabilities for further information. The adoption of ASC Topic 606 had no impact on the cash flows provided by operating activities in the Company's condensed consolidated statements of cash flows. Notes 5 and 16 include additional information relating to our adoption of ASC Topic 606. Note 12 includes information regarding our revenue disaggregated by segment. Refer to the section, Effects of Adoption of ASC 606 and ASC 842 on Condensed Consolidated Financial Statements, below for additional disclosures around the quantitative impacts that the adoption of ASC Topic 606 had on our condensed consolidated financial statements. New Leasing Standard In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842), as amended and supplemented by subsequent ASUs (collectively, “ASC Topic 842”). ASC Topic 842 amends the existing guidance in Accounting Standards Codification (“ASC”) 840, Leases. This ASU requires, among other things, the recognition of lease right-of-use (“ROU”) assets and lease liabilities by lessees for those leases currently classified as operating leases. Effective December 31, 2019, management adopted ASC Topic 606 for the annual and quarterly periods beginning after January 1, 2019 using a modified retrospective transition approach. The financial information for the quarter-ended September 30, 2019 has been recast to conform to the new standard. The Company elected the package of practical expedients which provides relief from having to reassess (1) whether any expired or existing contracts contain leases, (2) lease classification (as operating or financing) for any expired or existing leases, and (3) initial direct costs for any existing leases. The Company also elected not to separate non-lease components from lease components and did not elect the hindsight practical expedient. The adoption of ASC Topic 842 had no impact to the Company's condensed consolidated statements of operations or the consolidated cash flows provided by operating and financing activities in the Company's condensed consolidated statements of cash flows. Refer to Note 13 - Leases for additional information regarding the impact of the adoption of ASC Topic 842 on the Company's financial position. Additionally, refer to the section, Effects of Adoption of ASC 606 and ASC 842 on Condensed Consolidated Financial Statements, below for additional disclosures around the quantitative impacts that the adoption of ASC Topic 842 had on our condensed consolidated financial statements. Effects of Adoption of ASC 606 and ASC 842 on Condensed Consolidated Financial Statements The effect of the changes made to the Company's condensed consolidated September 30, 2019 balance sheet and condensed consolidated statement of operations for the three and nine month periods ended September 30, 2019 for the adoption of ASC Topic 606 and ASC Topic 842 were as follows: CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited) (in thousands) Previously Reported Balance as of September 30, 2019 (a) Adjustments due to ASC Topic 606 Adjustments due to ASC Topic 842 Balance as of September 30, 2019 (As Recast) Assets Accounts receivable, net (b) $ 143,279 $ (32,339) $ — $ 110,940 Contract assets — 79,577 — 79,577 Costs and estimated earnings in excess of billings on uncompleted contracts 45,974 (45,974) — — Other current assets 5,040 9 — 5,049 Operating lease right-of-use assets (c) — — 21,714 21,714 Deferred tax asset 5,315 (363) — 4,952 Liabilities Contract liabilities $ — $ 41,991 $ — $ 41,991 Billings in excess of costs and estimated earnings on uncompleted contracts 44,751 (44,751) — — Accrued expenses and other current liabilities 33,530 2,681 — 36,211 Current portion of long-term debt 3,548 — 62 3,610 Current operating lease liabilities (c) — — 3,756 3,756 Long-term debt 39,583 — 65 39,648 Long-term operating lease liabilities (c) — — 18,753 18,753 Other long-term liabilities 1,958 — (794) 1,164 Stockholders' Equity Accumulated deficit $ (11,194) $ 989 $ (128) $ (10,333) (a) Balances as previously reported on the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2019. (b) Prior to the adoption of ASC Topic 606, retainage receivable was included within accounts receivable, net. (c) Prior to the adoption of ASC Topic 842, operating lease right-of-use assets and current and long-term operating lease liabilities were not recorded on the Company's condensed consolidated balance sheets. CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) Three months ended September 30, 2019 (in thousands) Previously Reported (a) Adjustments due to ASC Topic 606 Adjustments due to ASC Topic 842 As Recast Revenue Construction $ 118,076 $ 348 $ — $ 118,424 Service 29,692 3 — 29,695 Total revenue 147,768 351 — 148,119 Cost of revenue Construction 107,474 (193) — 107,281 Service 22,503 (38) — 22,465 Total cost of revenue 129,977 (231) — 129,746 Gross profit 17,791 582 — 18,373 Operating expenses: Selling, general and administrative expenses 16,568 — — 16,568 Amortization of intangibles 149 — — 149 Total operating expenses 16,717 — — 16,717 Operating income 1,074 582 — 1,656 Other income (expenses): Interest expense, net (1,759) — — (1,759) Gain on disposition of property and equipment 17 — — 17 Gain on change in fair value of warrant liability 525 — — 525 Impairment of goodwill (4,359) — — (4,359) Total other expenses (5,576) — — (5,576) Loss before income taxes (4,502) 582 — (3,920) Income tax benefit (1,090) 148 — (942) Net loss $ (3,412) $ 434 $ — $ (2,978) (a) Balances as previously reported on the Company's Quarterly Report on Form 10-Q for the three months ended September 30, 2019. CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) Nine months ended September 30, 2019 (in thousands) Previously Reported (a) Adjustments due to ASC Topic 606 Adjustments due to ASC Topic 842 As Recast Revenue Construction $ 327,675 $ (32) $ — $ 327,643 Service 86,797 29 — 86,826 Total revenue 414,472 (3) — 414,469 Cost of revenue Construction 293,338 (437) — 292,901 Service 65,909 (32) — 65,877 Total cost of revenue 359,247 (469) — 358,778 Gross profit 55,225 466 — 55,691 Operating expenses: Selling, general and administrative expenses 49,691 — — 49,691 Amortization of intangibles 499 — — 499 Total operating expenses 50,190 — — 50,190 Operating income 5,035 466 — 5,501 Other income (expenses): Interest expense, net (4,190) — — (4,190) Gain on disposition of property and equipment 38 — — 38 Loss on debt extinguishment (513) — — (513) Gain on change in fair value of warrant liability 422 422 Impairment of goodwill (4,359) — — (4,359) Total other expenses (8,602) — — (8,602) Loss before income taxes (3,567) 466 — (3,101) Income tax benefit (797) 116 — (681) Net loss $ (2,770) $ 350 $ — $ (2,420) (a) Balances as previously reported on the Company's Quarterly Report on Form 10-Q for the nine months ended September 30, 2019. Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments, which introduced an expected credit loss methodology for the measurement and recognition of credit losses on most financial instruments, including trade receivables and off-balance sheet credit exposure. Under this guidance, an entity is required to consider a broader range of information to estimate expected credit losses, which may result in earlier recognition of losses. This ASU also requires disclosure of information regarding how a company developed its allowance, including changes in the factors that influenced management’s estimate of expected credit losses and the reasons for those changes. The guidance is effective for smaller reporting companies on January 1, 2023 with early adoption permitted. The adoption of this standard will be through a cumulative-effect adjustment to retained earnings as of the effective date. Based on our historical experience, the Company does not expect that this pronouncement will have a significant impact in its financial statements or on the estimate of the allowance for doubtful accounts. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740), which affects general principles within Topic 740, and is meant to simplify and reduce the cost of accounting for income taxes. It removes certain exceptions to the general principles in Topic 740 and simplifies areas including franchise taxes that are partially based on income, transactions with a government that result in a step up in the tax basis of goodwill, the incremental approach for intraperiod tax allocation, interim period income tax accounting for year-to-date losses that exceed anticipated losses and enacted changes in tax laws in interim periods. The changes are effective for annual periods beginning after December 15, 2020. Management is currently assessing the impact of this pronouncement on its condensed consolidated financial statements. In March 2020, the FASB issued ASU 2020-03, Codification Improvements to Financial Instruments, which makes improvements to financial instruments guidance. The amendments make the Codification easier to understand and easier to apply by eliminating inconsistencies and providing clarifications. With regard to amendments related to Issue 1, Issue 2, Issue 4 and Issue 5, for public business entities, the amendments are effective upon issuance of this final ASU. With regard to amendments related to Issue 6 and Issue 7, for entities that have not yet adopted the guidance in Update 2016-13, the effective dates and the transition requirements for these amendments are the same as the effective date and transition requirements in ASU 2016-13. For entities that have adopted the guidance in ASU 2016-13, the amendments are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. We do not expect the adoption of this pronouncement to have a material impact on our condensed consolidated financial statements or presentation thereof. The FASB also issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting in March 2020. The new guidance provides optional expedients for applying GAAP to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The guidance is effective prospectively as of March 12, 2020 through December 31, 2022 and interim periods within those fiscal years. We do not expect the adoption of this ASU to have a material impact on our condensed consolidated financial statements or presentation thereof. In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity, which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity and amends the scope guidance for contracts in an entity's own equity. The ASU addresses how convertible instruments are accounted for in the calculation of diluted earnings per share by using the if-converted method. The guidance is effective for all entities for fiscal years beginning after March 31, 2024, albeit early adoption is permitted no earlier than fiscal years beginning after December 15, 2020. Management is currently assessing the impact of this pronouncement on its condensed consolidated financial statements. |
Accounts Receivable and Allowan
Accounts Receivable and Allowance for Doubtful Accounts | 9 Months Ended |
Sep. 30, 2020 | |
Receivables [Abstract] | |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable and the allowance for doubtful accounts are comprised of the following: (in thousands) September 30, 2020 December 31, 2019 Accounts receivable - trade $ 125,116 $ 105,373 Allowance for doubtful accounts (277) (306) Accounts receivable, net $ 124,839 $ 105,067 |
Contract Assets and Liabilities
Contract Assets and Liabilities | 9 Months Ended |
Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Contract Assets and Liabilities | Contract Assets and Liabilities The Company classifies contract assets and liabilities that may be settled beyond one year from the balance sheet date as current, consistent with the length of time of the Company’s project operating cycle. Contract assets include amounts due under retainage provisions and costs and estimated earnings in excess of billings. The components of the contract asset balances as of the respective dates were as follows: (in thousands) September 30, 2020 December 31, 2019 Change Contract assets Costs in excess of billings and estimated earnings $ 31,235 $ 44,315 $ (13,080) Retainage receivable 37,341 32,873 4,468 Total contract assets $ 68,576 $ 77,188 $ (8,612) Retainage receivable represents amounts invoiced to customers where payments have been partially withheld, typically 10%, pending the completion of certain milestones, satisfaction of other contractual conditions or the completion of the project. Retainage agreements vary from project to project and balances could be outstanding for several months or years depending on a number of circumstances such as contract-specific terms, project performance and other variables that may arise as the Company makes progress towards completion. Contract assets represent the excess of contract costs and profits (or contract revenue) over the amount of contract billings to date and are classified as a current asset. Contract assets result when either: 1) the appropriate contract revenue amount has been recognized over time in accordance with ASC Topic 606, but a portion of the revenue recorded cannot be currently billed due to the billing terms defined in the contract, or 2) costs are incurred related to certain claims and unapproved change orders. Claims occur when there is a dispute regarding both a change in the scope of work and the price associated with that change. Unapproved change orders occur when a change in the scope of work results in additional work being performed before the parties have agreed on the corresponding change in the contract price. The Company routinely estimates recovery related to claims and unapproved change orders as a form of variable consideration at the most likely amount it expects to receive and to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Claims and unapproved change orders are billable upon the agreement and resolution between the contractual parties and after the execution of contractual amendments. Increases in claims and unapproved change orders typically result from costs being incurred against existing or new positions; decreases normally result from resolutions and subsequent billings. The current estimated net realizable value on such claims and unapproved change orders as recorded in contract assets and contract liabilities in the condensed consolidated balance sheets was $38.0 million and $38.4 million as of September 30, 2020 and December 31, 2019, respectively. The Company anticipates that the majority of such amounts will be approved or executed within one year. The resolution of these claims and unapproved change orders may require litigation or other forms of dispute resolution proceedings. Contract liabilities include billings in excess of contract costs and provisions for losses. The components of the contract liability balances as of the respective dates were as follows: (in thousands) September 30, 2020 December 31, 2019 Change Contract liabilities Billings in excess of costs and estimated earnings $ 60,272 $ 40,662 $ 19,610 Provisions for losses 813 1,708 (895) Total contract liabilities $ 61,085 $ 42,370 $ 18,715 Billings in excess of costs represent the excess of contract billings to date over the amount of contract costs and profits (or contract revenue) recognized to date. The balance may fluctuate depending on the timing of contract billings and the recognition of contract revenue. Provisions for losses are recognized in the condensed consolidated statements of operations at the uncompleted performance obligation level for the amount of total estimated losses in the period that evidence indicates that the estimated total cost of a performance obligation exceeds its estimated total revenue. The net (overbilling) underbilling position for contracts in process consist of the following: (in thousands) September 30, 2020 December 31, 2019 Revenue earned on uncompleted contracts $ 696,558 $ 726,215 Less: Billings to date (725,595) (722,562) Net (overbilling) underbilling $ (29,037) $ 3,653 (in thousands) September 30, 2020 December 31, 2019 Costs in excess of billings and estimated earnings $ 31,235 $ 44,315 Billings in excess of costs and estimated earnings (60,272) (40,662) Net (overbilling) underbilling $ (29,037) $ 3,653 We recorded revisions in our contract estimates for certain construction projects. For projects having revisions with a material gross profit impact, this resulted in gross profit write downs on five Construction segment projects of $2.4 million for the three months ended September 30, 2020, three of which were within the Southern California region for a total of $1.8 million. We also recorded a $0.4 million material project revision resulting in a gross profit write up on a single Construction segment project within the Southern California region for the three months ended September 30, 2020. For the nine months ended September 30, 2020, we recorded revisions in our contract estimates for certain Construction segment projects. We recorded gross profit write downs on eleven Construction segment projects and three gross profit write ups on Construction segment projects for the nine months ended September 30, 2020, each of which had a material gross profit impact, for an aggregate gross profit write down of $7.5 million and $1.6 million, respectively. For the three months ended September 30, 2019, we recorded revisions in our contract estimates for certain Construction and Service segment projects. Individual Construction segment projects with revisions having a material gross profit impact resulted in gross profit write ups totaling $0.6 million on one Mid-Atlantic region and one New England region project. We also recorded revisions in contract estimates that resulted in project write downs totaling $3.7 million on six Construction segment projects in our Southern California region and one Construction segment project in our New England region. For the nine months ended September 30, 2019, we recorded revisions in our contract estimates for certain Construction and Service segment projects. Individual Construction segment projects with revisions having a material gross profit impact resulted in gross profit write ups totaling $3.4 million on seven Construction segment projects, including two projects totaling $0.7 million for our Mid-Atlantic region. In addition, one of these project write ups in the amount of $1.4 million resulted from our settlement of a significant Michigan project. Revisions in our contract estimates on one Service segment project resulted in a gross profit write up of $0.2 million on a Mid-Atlantic project. We also recorded revisions in contract estimates that resulted in project write downs totaling $6.5 million on nine Construction segment projects, including seven projects totaling $5.1 million in our Southern California region, one project for $1.0 million in our Western Pennsylvania region and one project for $0.4 million in our Mid-Atlantic region. Revisions in our contract estimates on one Service segment project resulted in a gross profit write down of $0.4 million on a Southern California region project. |
Goodwill and Intangibles
Goodwill and Intangibles | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangibles | Goodwill and Intangibles Goodwill was $6.1 million at September 30, 2020 and December 31, 2019. The goodwill is associated with the Company's Service segment. Intangible assets are comprised of the following: (in thousands) Gross Accumulated Net intangible September 30, 2020 Amortized intangible assets: Customer Relationships – Service $ 4,710 $ (3,012) $ 1,698 Favorable Leasehold Interests 530 (403) 127 Total amortized intangible assets 5,240 (3,415) 1,825 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 $ (3,415) $ 11,785 (in thousands) Gross Accumulated Net intangible 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 The definite-lived intangible assets are amortized over the period the Company expects to receive the related economic benefit, which for customer relationships is based upon estimated future net cash inflows. The Company has previously determined that its trade name has an indefinite useful life. The Limbach trade name has been in existence since the Company’s founding in 1901 and therefore is an established brand within the industry. Total amortization expense for these amortizable intangible assets was $0.1 million and $0.5 million for the three and nine months ended September 30, 2020 and $0.1 million and $0.5 million for the three and nine months ended September 30, 2019. As the Company determined that the fair value of its construction reporting unit was below its carrying amount, the Company performed an interim impairment test of September 30, 2019 and recognized a non-cash impairment charge for its construction reporting unit of $4.4 million for the three and nine months ended September 30, 2019. The Company did not recognize any impairment charges on its goodwill or intangible assets for the three and nine months ended September 30, 2020. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Debt Long-term debt consists of the following obligations as of: (in thousands) September 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 $ 40,000 $ 41,000 Finance leases – collateralized by vehicles, payable in monthly installments of principal, plus interest ranging from 4.85% to 6.45% through 2025 6,954 6,585 Total debt 46,954 47,585 Less - Current portion of long-term debt (6,612) (4,425) Less - Unamortized discount and debt issuance costs (2,880) (4,292) Long-term debt $ 37,462 $ 38,868 Credit Agreement In 2016, Limbach Facility Services, LLC (“LFS”), a subsidiary of the Company, entered into the Credit Agreement (as amended, the “Credit Agreement”). The Credit Agreement consisted of a $25.0 million revolving line of credit (the “Credit Agreement revolver”) and a $24.0 million term loan (the “Credit Agreement term loan”), both with a maturity date of July 20, 2021. The Credit Agreement was collateralized by substantially all assets of LFS and its subsidiaries. Principal payments of $900,000 on the Credit Agreement term loan were due at the end of each quarter, beginning September 30, 2018, through maturity of the loan, with any remaining amounts due at maturity. Outstanding borrowings on both the Credit Agreement term loan and the Credit Agreement revolver bore interest at either the Base Rate (as defined in the Credit Agreement) or LIBOR (as defined in the Credit Agreement), plus the applicable additional margin, payable monthly. Mandatory prepayments were required upon the occurrence of certain events, including, among other things and subject to certain exceptions, equity issuances, changes of control of the Company, certain debt issuances, assets sales and excess cash flow. The Credit Agreement included restrictions on, among other things and subject to certain exceptions, the Company and its subsidiaries’ ability to incur additional indebtedness, pay dividends or make other distributions, redeem or purchase capital stock, make investments and loans and enter into certain transactions, including selling assets, engaging in mergers or acquisitions and entering into transactions with affiliates. Loans under the Credit Agreement bore interest, at the borrower's option, at either Adjusted LIBOR (“Eurodollar”) or a Base Rate, in each case, plus an applicable margin. The applicable margin with respect to any Base Rate loan was 5.00% per annum and with respect to a Eurodollar loan was 6.00% per annum. The borrower was required to make principal payments on the Bridge Term Loan in the amount of $250,000 on the last business day of March, June, September and December of each year. The Bridge Term Loan had a maturity date of April 12, 2019. The Bridge Term Loan was guaranteed by the same guarantors (including Limbach Holdings, Inc., Limbach Facility Services LLC, Limbach Holdings LLC, Limbach Company LLC, Limbach Company LP, Harper Limbach LLC and Harper Limbach Construction LLC) and secured (on a pari passu basis) by the same collateral as the other loans under the Credit Agreement. The equity interests of the Company’s subsidiaries were pledged as security for the obligations under the Credit Agreement. The Credit Agreement included customary events of default, including, among other items, payment defaults, cross-defaults to other indebtedness, a change of control default and events of default with respect to certain material agreements. Additionally, with respect to the Company, an event of default would have been deemed to have occurred if the Company’s securities ceased to be registered with the SEC pursuant to Section 12(b) of the Exchange Act. In case of an event of default, the administrative agent would have been entitled to, among other things, accelerated payment of amounts due under the Credit Agreement, foreclose on the equity of the Company’s subsidiaries, and exercise all rights of a secured creditor on behalf of the lenders. The additional margin applied to both the Credit Agreement revolver and Credit Agreement term loan were determined based on levels achieved under the Company’s senior leverage ratio covenant, which reflects the ratio of indebtedness divided by EBITDA for the most recently ended four quarters. The following is a summary of the additional margin and commitment fees payable on the available revolving credit commitment: Level Senior Leverage Ratio Additional Margin for Additional Margin for 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 % 2019 Refinancing Agreement On April 12, 2019 (the “Refinancing Closing Date”), LFS entered into a financing agreement (the “2019 Refinancing Agreement”) with the lenders thereto and Cortland Capital Market Services LLC, as collateral agent and administrative agent and CB Agent Services LLC, as origination agent (“CB”). The 2019 Refinancing Agreement consists of (i) a $40.0 million term loan (the “2019 Refinancing Term Loan”) and (ii) a new $25.0 million multi-draw delayed draw term loan (the “2019 Delayed Draw Term Loan” and, collectively with the 2019 Refinancing Term Loan, the “2019 Term Loans”). Proceeds from the 2019 Refinancing Term Loan were used to repay the then existing Credit Agreement, to pay related fees and expenses thereof and to fund working capital of the Borrowers (defined below). Management intends for proceeds of the 2019 Delayed Draw Term Loan to be used to fund permitted acquisitions under the 2019 Refinancing Agreement and related fees and expenses in connection therewith. LFS, a wholly-owned subsidiary of the Company, and each of its subsidiaries are borrowers (the “Borrowers”) under the 2019 Refinancing Agreement. In addition, the 2019 Refinancing Agreement is guaranteed by the Company and LHLLC (each, a “Guarantor”, and together with the Borrowers, the “Loan Parties”). The 2019 Refinancing Agreement is secured by a first-priority lien on the real property of the Loan Parties and a second-priority lien on substantially all other assets of the Loan Parties, behind the 2019 ABL Credit Agreement (as defined below). The respective lien priorities of the 2019 Refinancing Agreement and the 2019 ABL Credit Agreement are governed by an intercreditor agreement. 2019 Refinancing Agreement - Interest Rates and Fees The interest rate on borrowings under the 2019 Refinancing Agreement is, at the Borrowers’ option, either LIBOR (with a 2.00% floor) plus 11.00% or a base rate (with a 3.00% minimum) plus 10.00%. At September 30, 2020, the interest rate in effect on the 2019 Refinancing Term Loan was 13.00% and 10.18% at September 30, 2019. 2019 Refinancing Agreement - Other Terms and Conditions The 2019 Refinancing Agreement matures on April 12, 2022, subject to certain adjustment. Required amortization is $0.4 million per quarter commencing with the fiscal quarter ending September 30, 2020. There is an unused line fee of 2.0% per annum on the undrawn portion of the 2019 Delayed Draw Term Loan, and there is a make-whole premium on prepayments made prior to the 19-month anniversary of the Refinancing Closing Date. This make-whole provision guarantees that the Company will pay no less than 18 months’ applicable interest to the lenders under the 2019 Refinancing Agreement. The 2019 Refinancing Agreement contains representations and warranties, and covenants which are customary for debt facilities of this type. Unless the Required Lenders (as defined in the 2019 Refinancing Agreement) otherwise consent in writing, the covenants limit the ability of the Company and its restricted subsidiaries to, among other things, (i) incur additional indebtedness or issue preferred stock, (ii) pay dividends or make distributions to the Company’s stockholders, (iii) purchase or redeem the Company’s equity interests, (iv) make investments, (v) create liens on their assets, (vi) enter into transactions with the Company’s affiliates, (vii) sell assets and (viii) merge or consolidate with, or dispose of substantially all of the Company’s assets to, other companies. In addition, the 2019 Refinancing Agreement includes customary events of default and other provisions that could require all amounts due thereunder to become immediately due and payable, either automatically or at the option of the lenders, if the Company fails to comply with the terms of the 2019 Refinancing Agreement or if other customary events occur. Furthermore, the 2019 Refinancing Agreement also contains two financial maintenance covenants for the 2019 Refinancing Term Loan, including a requirement to have sufficient collateral coverage of the aggregate outstanding principal amount of the 2019 Refinancing Term Loans and as of the last day of each month for the total leverage ratio of the Company and its Subsidiaries (the “Total Leverage Ratio ”) not to exceed an amount beginning at 4.25 to 1.00 through June 30, 2019, and stepping down to 2.00 to 1.00 effective July 1, 2021. From July 1, 2019 through September 30, 2019, the Total Leverage Ratio may not exceed 4.00 to 1.00. As of August 31, 2019, the Company’s Total Leverage Ratio for the preceding twelve consecutive fiscal month period was 4.61 to 1.00, which did not meet the requirement for such ratio not to exceed 4.00 to 1.00. As of September 30, 2019, the Company’s Total Leverage Ratio for the preceding twelve consecutive fiscal month period was 2.85 to 1.00, which was in compliance with the 4.00 to 1.00 requirement. The lender has waived the event of default arising from this noncompliance as of August 31, 2019, while reserving its rights with respect to covenant compliance in future months. In addition, the parties to the 2019 Refinancing Agreement entered into an amendment which, among other changes, revises the maximum permitted Total Leverage Ratio, starting at 3.30 to 1.00 on October 1, 2019 with a peak ratio of 4.25 during March 2020 along with varying monthly rates culminating in the lowest Total Leverage Ratio of 2.00 to 1.00 on April 1, 2021 through the term of such agreement. The 2019 Refinancing Agreement contains a post-closing covenant requiring the remediation of the Company’s material weakness, as described in Item 9A of its 2018 Annual Report on Form 10-K, no later than December 31, 2020 and to provide updates as to the progress of such remediation, provided that, if such remediation has not been completed on or prior to December 31, 2019, (x) the Company shall be required to pay the post-closing fee pursuant to the terms of the Origination Agent Fee Letter (as defined in the 2019 Refinancing Agreement) and (y) the applicable margin shall be increased by 1.00% per annum for the period from January 1, 2020 until the date at which the material weakness is no longer disclosed or required to be disclosed in the Company’s SEC filings or audited financial statements of the Company or related auditor’s reports. As of December 31, 2019, the Company fully remediated its material weakness and the Company removed from its SEC filings disclosure of such material weakness. In connection with the 2019 Refinancing Amendment Number One and Waiver, dated November 14, 2019, the parties amended certain provisions of the 2019 Refinancing Agreement, including, among other changes to: (i) require, commencing October 1, 2019, a 3.00% increase in the interest rate on borrowings under the 2019 Refinancing Agreement; (ii) require the approval of CB and, generally, the lenders representing at least 50.1% of the aggregate undrawn term loan commitment or unpaid principal amount of the term loans, prior to effecting any permitted acquisition; (iii) revise the maximum permitted Total Leverage Ratio, starting at 3.30 to 1.00 on October 1, 2019 with a peak ratio of 4.25 during March 2020 along with varying monthly rates culminating in the lowest Total Leverage Ratio of 2.00 to 1.00 on April 1, 2021 and thereafter through the term of the 2019 Refinancing Agreement; and (iv) require the liquidity of the loan parties, which is generally calculated by adding (a) unrestricted cash on hand of the Loan Parties maintained in deposit accounts subject to control agreements granting control to the collateral agent for the 2019 ABL Credit Agreement, to (b) the difference between (1) the lesser of (x) $15 million, as adjusted from time to time, and (y) 75% of certain customer accounts resulting from the sale of goods or services in the ordinary course of business minus certain reserves established by the Administrative Agent and (2) the sum of (x) the outstanding principal balance of all revolving loans under the 2019 ABL Credit Agreement plus (y) the aggregate undrawn available amount of all letters of credit then outstanding plus the amount of any obligations that arise from any draw against any letter of credit that have not been reimbursed by the borrowers or funded with a revolving loan under the 2019 ABL Credit Agreement (the “Loan Parties Liquidity”), as of the last day of any fiscal month ending on or after November 30, 2019, of at least $10,000,000. As a condition to executing the 2019 Refinancing Amendment Number One and Waiver, the loan parties will be required to pay a non-refundable waiver fee of $400,000 and a non-refundable amendment fee of $1,000,000 (the “PIK First Amendment Fee”, which shall be paid in kind by adding the PIK First Amendment Fee to the outstanding principal amount of the term loan under the 2019 Refinancing Agreement as additional principal obligations thereunder on and as of the effective date 2019 Refinancing Amendment Number One and Waiver). 2019 Refinancing Agreement - CB Warrants In connection with the 2019 Refinancing Agreement, on the Refinancing Closing Date, the Company issued to CB and the other lenders under the 2019 Refinancing Agreement warrants (the “CB Warrants”) to purchase up to a maximum of 263,314 shares of the Company's common stock at an exercise price of $7.63 per share subject to certain adjustments, including for stock dividends, stock splits or reclassifications. The actual number of shares of common stock into which the CB Warrants will be exercisable at any given time will be equal to: (i) the product of (x) the number of shares equal to 2% of the Company’s issued and outstanding shares of common stock on the Refinancing Closing Date on a fully diluted basis and (y) the percentage of the total 2019 Delayed Draw Term Loan made as of the exercise date, minus (ii) the number of shares previously issued under the CB Warrants. As of the Refinancing Closing Date through September 30, 2020, no amounts had been drawn on the 2019 Delayed Draw Term Loan, so no portion of the CB Warrants was exercisable. The CB Warrants may be exercised for cash or on a “cashless basis,” subject to certain adjustments, at any time after the Refinancing Closing Date until the expiration of such warrant at 5:00 p.m., New York time, on the earlier of (i) the five (5) year anniversary of the Refinancing Closing Date, or (ii) the liquidation of the Company. Accounting for the 2019 Term Loans and CB Warrants The CB Warrants represent a freestanding financial instrument that is classified as a liability because the CB Warrants meet the definition of a derivative instrument that does not meet the equity scope exception (i.e., the CB Warrants are not indexed to the entity’s own equity). In addition, the material weakness penalty described above was evaluated as an embedded derivative liability and bifurcated from the 2019 Term Loans as it represents a non-credit related embedded feature that provides for net settlement. Both the CB Warrants liability and the embedded derivative liability are required to be initially and subsequently measured at fair value. The initial fair values of the CB Warrants liability and the embedded derivative liability approximated $0.9 million and $0.4 million, respectively, on the Refinancing Closing Date. The Company estimated these fair values by using the Black-Scholes-Merton option pricing model and a probability-weighted discounted cash flow approach. The CB Warrants liability is included in other long-term liabilities. The Company remeasured the fair value of the CB Warrants liability as of September 30, 2020 and recorded any adjustments as other income (expense). At September 30, 2020 and December 31, 2019, the CB Warrants liability was $1.7 million and $0.4 million, respectively. For the three and nine months ended September 30, 2020, respectively, the Company recorded other expense of $1.4 million and $1.3 million to reflect the change in fair value of the CB Warrants liability. For the three and nine months ended September 30, 2019, the Company recorded other income of $0.5 million and $0.4 million, respectively. At September 30, 2020 and December 31, 2019, the embedded derivative liability was $0.0 million as the Company remediated the material weakness associated with the embedded derivative as of December 31, 2019, and the $0.4 million embedded derivative liability was fully reversed and recorded as other income at that date. The proceeds for the 2019 Term Loan were first allocated to the CB Warrants liability and embedded derivative liability based on their respective fair values with a corresponding amount of $1.3 million recorded as a debt discount to the 2019 Term Loans. In addition, the Company incurred approximately $2.5 million of debt issuance costs for the 2019 Term Loans that have also been recorded as a debt discount. The combined debt discount from the CB Warrants liability, embedded derivative liability and the debt issuance costs are being amortized into interest expense over the term of the 2019 Term Loans using the effective interest method. The Company recorded interest expense for the amortization of the CB Warrants liability and embedded derivative debt discounts of $0.1 million and $0.3 million for the three and nine months ended September 30, 2020, respectively, and recorded an additional $0.4 million and $1.1 million of interest expense for the amortization of the debt issuance costs for the three and nine months ended September 30, 2020, respectively. The Company recorded interest expense for the amortization of the CB Warrants liability and embedded derivative debt discounts of $0.1 million and $0.2 million for the three and nine months ended September 30, 2019, respectively, and recorded an additional $0.2 million and $0.4 million of interest expense for the amortization of the debt issuance costs for the three and nine months ended September 30, 2019, respectively. 2019 ABL Credit Agreement On the Refinancing Closing Date, LFS also entered into a financing agreement with the lenders thereto and Citizens Bank, N.A., as collateral agent, administrative agent and origination agent (the “2019 ABL Credit Agreement” and, together with the 2019 Refinancing Agreement, the “Refinancing Agreements”). The 2019 ABL Credit Agreement consists of a $15.0 million revolving credit facility (the “2019 Revolving Credit Facility”). Proceeds of the 2019 Revolving Credit Facility may be used for general corporate purposes. On the Refinancing Closing Date, the Company had nothing drawn on the ABL Credit Agreement and $14.0 million of available borrowing capacity thereunder (net of a $1.0 million reserve imposed by the lender). The Borrowers and Guarantors under the 2019 ABL Credit Agreement are the same as under the 2019 Refinancing Agreement. The 2019 ABL Credit Agreement is secured by a second-priority lien on the real property of the Loan Parties (behind the 2019 Refinancing Agreement) and a first-priority lien on substantially all other assets of the Loan Parties. 2019 ABL Credit Agreement - Interest Rates and Fees The interest rate on borrowings under the 2019 ABL Credit Agreement is, at the Borrowers’ option, either LIBOR (with a 2.0% floor) plus an applicable margin ranging from 3.00% to 3.50% or a base rate (with a 3.0% minimum) plus an applicable margin ranging from 2.00% to 2.50%. At September 30, 2020 and September 30, 2019, the interest rates in effect on the 2019 ABL Credit Agreement were 5.25% and 7.00%, respectively. 2019 ABL Credit Agreement - Other Terms and Conditions The 2019 ABL Credit Agreement matures on April 12, 2022. There is an unused line fee ranging from 0.250% to 0.375% per annum on undrawn amounts. The 2019 ABL Credit Agreement contains representations and warranties, and covenants which are customary for debt facilities of this type. Unless the Required Lenders otherwise consent in writing, the covenants limit the ability of the Company and its restricted subsidiaries to, among other things, generally, to (i) incur additional indebtedness or issue preferred stock, (ii) pay dividends or make distributions to the Company’s stockholders, (iii) purchase or redeem the Company’s equity interests, (iv) make investments, (v) create liens on their assets, (vi) enter into transactions with the Company’s affiliates, (vii) sell assets other than in the ordinary course of business or another permitted disposition of assets and (viii) merge or consolidate with, or dispose of substantially all of the Company’s assets to, other companies. The 2019 ABL Credit Agreement includes customary events of default and other provisions that could require all amounts due thereunder to become immediately due and payable, either automatically or at the option of the lenders, if the Company fails to comply with the terms of the 2019 ABL Credit Agreement or if other customary events occur. The 2019 ABL Credit Agreement also contains a financial maintenance covenant for the 2019 Revolving Credit Facility, which is a requirement for the Total Leverage Ratio of the Company and its Subsidiaries not to exceed an amount beginning at 4.00 to 1.00 through September 30, 2019, and stepping down to 1.75 to 1.00 effective July 1, 2021. As of August 31, 2019, the Company’s Total Leverage Ratio for the preceding twelve consecutive fiscal month period was 4.61 to 1.00, which did not meet the requirement for such ratio not to exceed 4.00 to 1.00. As of September 30, 2019, the Company’s Total Leverage Ratio for the preceding twelve consecutive fiscal month period was 2.85 to 1.00, which was in compliance with the 4.00 to 1.00 requirement. The lender has waived the event of default arising from this noncompliance as of August 31, 2019, while reserving its rights with respect to covenant compliance in future months. In addition, the parties to the 2019 ABL Credit Agreement entered into an amendment which, among other changes revises the maximum permitted Total Leverage Ratio, starting at 3.30 to 1.00 on October 1, 2019 with a peak ratio of 4.25 during March 2020 along with varying monthly rates culminating in the lowest Total Leverage Ratio of 2.00 to 1.00 on April 1, 2021 through the term of such agreement. In connection with the 2019 ABL Credit Amendment Number One and Waiver, the parties amended certain provisions of the 2019 ABL Credit Agreement, including, among other changes to (i) require the approval of the origination agent and, generally, the lenders representing at least 50.1% of the aggregate undrawn revolving loan commitment or unpaid principal amount of the term loans, prior to effecting any permitted acquisition; (ii) revise the maximum permitted Total Leverage Ratio, starting at 3.30 to 1.00 on October 1, 2019 with a peak ratio of 4.25 during March 2020 along with varying monthly rates culminating in the lowest Total Leverage Ratio of 2.00 to 1.00 on April 1, 2021 through the term of the 2019 ABL Credit Agreement; and (iii) require the Loan Parties Liquidity as of the last day of any fiscal month ending on or after November 30, 2019, of at least $10,000,000, as described above in the Amendment Number One to 2019 Refinancing Agreement and Waiver. As a condition to executing the 2019 ABL Credit Amendment Number One and Waiver, the loan parties was required to pay a non-refundable waiver fee of $7,500. Accounting for the 2019 ABL Credit Agreement As of September 30, 2020 and December 31, 2019, the Company had no amounts drawn on the 2019 ABL Credit Agreement. In addition, the Company incurred approximately $0.9 million of debt issuance costs for the 2019 ABL Credit Agreement that have been recorded as a non-current deferred asset. The deferred asset is being amortized into interest expense over the term of the 2019 Term ABL Credit Agreement using the effective interest method. The Company recorded interest expense of $0.1 million and $0.2 million for the amortization the debt issuance costs for the three and nine months ended September 30, 2020, respectively, and $0.1 million for each of the three and nine months ended September 30, 2019. |
Equity
Equity | 9 Months Ended |
Sep. 30, 2020 | |
Stockholders' Equity Note [Abstract] | |
Equity | Equity The Company’s second amended and restated certificate of incorporation currently authorizes the issuance of 100,000,000 shares of common stock, par value $0.0001, and 1,000,000 shares of preferred stock, par value $0.0001. At September 30, 2020 and December 31, 2019, the Company had outstanding warrants exercisable for 4,576,799 shares of common stock, consisting of: (i) 4,600,000 warrants issued as part of units in its initial public offering, each of which is exercisable for one-half of one share of common stock at an exercise price of $11.50 per whole share (“Public Warrants”); (ii) 198,000 warrants, each exercisable for one-half of one share of common stock at an exercise price of $5.75 per half share ($11.50 per whole share) (“Sponsor Warrants”); (iii) 600,000 warrants, each exercisable for one share of common stock at an exercise price of $15.00 per share (“$15 Exercise Price Warrants”); (iv) 631,119 warrants, each exercisable for one share of common stock at an exercise price of $12.50 per share (“Merger Warrants”); and (v) 946,680 warrants, each exercisable for one share of common stock at an exercise price of $11.50 per share (“Additional Merger Warrants”). The Public Warrants, Sponsor Warrants and $15 Exercise Price Warrants were issued under a warrant agreement dated July 15, 2014, between Continental Stock Transfer & Trust Company, as warrant agent, and the Company. The Merger Warrants and Additional Merger Warrants were issued to the sellers of LHLLC. As discussed in Note 7 - Debt above, the Company issued CB Warrants to purchase up to a maximum of 263,314 shares of the Company's common stock at an exercise price of $7.63 per share subject to certain adjustments, including for stock dividends, stock splits or reclassifications. As of September 30, 2020, no amounts had been drawn on the 2019 Delayed Draw Term Loan, so no portion of the CB Warrants was exercisable. On July 21, 2014, a total of 300,000 Unit Purchase Options (“UPOs”) were issued by 1347 Capital to a representative of the underwriter and its designees. The 17,100 UPOs that were outstanding at June 30, 2019 expired on July 21, 2019. Each UPO consisted of one share of common stock, one right to purchase one-tenth of one share of common stock and one warrant to purchase one-half of one share of common stock at an exercise price of $11.50 per full share, exercisable on a cash or cashless basis. On May 24, 2020 the Board of Directors approved further amendments to the Company's amended and restated Omnibus Incentive Plan to increase the number of shares of the Company's common stock that may be issued pursuant to awards by 500,000, for a total of 1,650,000 shares, and extend the term of the plan so that it will expire on the tenth anniversary of the date the stockholders approve the Amended Incentive Plan. The amendments were approved by the Company's stockholders at the Annual Meeting held on July 14, 2020. See Note 17 - Management Incentive Plans for RSUs granted, vested, forfeited and remaining unvested. Upon approval of the Company's stockholders on May 30, 2019, the Company adopted the Limbach Holdings, Inc. 2019 Employee Stock Purchase Plan (“the ESPP”). On January 1, 2020, the ESPP went into effect. The ESPP enables eligible employees, as defined by the ESPP, the right to purchase the Company's common stock through payroll deductions during consecutive subscription periods at a purchase price of 85% of the fair market value of a common share at the end of each offering period. Annual purchases by participants are limited to the number of whole shares that can be purchased by an amount equal to ten percent of the participant's compensation or $5,000, whichever is less. Each offering period of the ESPP lasts six months, commencing on January 1 and July 1 of each year. The amounts collected from participants during a subscription period are used on the exercise date to purchase full shares of common stock. Participants may withdraw from an offering before the exercise date and obtain a refund of amounts withheld through payroll deductions. Compensation cost, representing the 15% discount applied to the fair market value of common stock, is recognized on a straight-line basis over the six-month vesting period during which employees perform related services. Under the ESPP 500,000 shares are authorized to be issued. In July 2020, the Company issued 30,825 shares of its common stock to participants in the ESPP who contributed to the plan through June 30, 2020. Proceeds related to the ESPP were $0.1 million for the nine months ended September 30, 2020. Stock compensation expense related to the ESPP was $17 thousand for the three and nine months ended September 30, 2020. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company measures the fair value of financial assets and liabilities in accordance with ASC Topic 820 – Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. ASC Topic 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value and requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: • 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. The Company believes that the carrying amounts of its financial instruments, including cash and cash equivalents, trade accounts receivable and accounts payable consist primarily of instruments without extended maturities, which approximate fair value primarily due to their short-term maturities and low risk of counterparty default. We also believe that the carrying value of the 2019 Refinancing Agreement term loan approximates its fair value due to the variable rate on such debt. As of September 30, 2020 and December 31, 2019, the Company determined that the fair value of its 2019 Refinancing Agreement term loan was $40.0 million and $41.0 million, respectively. Such fair value is determined using discounted estimated future cash flows using level 3 inputs. In connection with the 2019 Refinancing Agreement, on the Refinancing Closing Date, the Company issued to CB and the other lenders under the CB Warrants to purchase up to a maximum of 263,314 shares of the Company's common stock at an exercise price of $7.63 per share subject to certain adjustments, including for stock dividends, stock splits or reclassifications (refer to Note 7 - Debt). The fair value of the Company’s warrant liability is recorded in the Company’s condensed consolidated financial statements and is determined using the Black-Scholes-Merton option pricing model. The valuation inputs include the quoted price of the Company’s common stock in an active market, volatility and expected life of the warrants, which are Level 3 inputs. Volatility is based on the actual market activity of the Company’s stock. The expected life is based on the remaining contractual term of the warrants and the risk-free interest rate is based on the implied yield available on U.S. Treasury Securities with a maturity equivalent to the warrants’ expected life. The table below sets forth the assumptions used within the Black-Scholes-Merton option pricing model to value the Company's warrant liabilities as of September 30, 2020: Stock price $ 10.70 Exercise price $ 7.63 Time until expiration (years) 3.50 Expected volatility 75.0 % Risk-free interest rate 0.2 % Expected dividend yield — % |
Earnings per Share
Earnings per Share | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Earnings per Share Diluted EPS assumes the dilutive effect of outstanding common stock warrants, UPOs and RSUs, all using the treasury stock method. Three months ended September 30, Nine months ended 2020 2019 2020 2019 (in thousands, except per share amounts) (As Recast) (As Recast) EPS numerator: Net income (loss) $ 2,525 $ (2,978) $ 5,420 $ (2,420) EPS denominator: Weighted average shares outstanding – basic 7,890 7,674 7,845 7,653 Impact of dilutive securities 217 — 125 — Weighted average shares outstanding – diluted 8,107 7,674 7,970 7,653 EPS: Basic $ 0.32 $ (0.39) $ 0.69 $ (0.32) Diluted $ 0.31 $ (0.39) $ 0.68 $ (0.32) The following table summarizes the securities that were antidilutive or out-of-the-money, and therefore, were not included in the computations of diluted loss per common share: Three months ended September 30, Nine months ended 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) — 114,837 538 83,409 Employee Stock Purchase Plan 8,375 — 4,375 — Out-of-the-money UPOs (See Note 8) — 3,903 — 12,590 Total 4,585,174 4,695,539 4,581,712 4,672,798 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company is taxed as a C corporation. For interim periods, the provision for income taxes (including federal, state, local and foreign taxes) is calculated based on the estimated annual effective tax rate, adjusted for certain discrete items for the full fiscal year. Cumulative adjustments to the Company's estimate are recorded in the interim period in which a change in the estimated annual effective rate is determined. Each quarter we update our estimate of the annual effective tax rate, and if our estimated tax rate changes, we make a cumulative adjustment. The effective tax rate for the three and nine months ended September 30, 2020 was 27.8% and 21.1%, respectively, and the effective tax benefit rate for the three and nine months ended September 30, 2019 was (24.0)% and (22.0)%, respectively. No valuation allowance was required as of September 30, 2020 or December 31, 2019. The Company has recorded a liability for unrecognized tax benefits of $0.5 million and $0.4 million as of September 30, 2020 and December 31, 2019, respectively, which were included in accrued expenses and other current liabilities. These unrecognized tax benefits are related to tax positions taken on its various income tax returns in open tax periods. |
Operating Segments
Operating Segments | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Operating Segments | Operating Segments The Company determined its operating segments on the same basis that it assesses performance and makes operating decisions. The Company manages and measures the performance of its business in two distinct operating segments: Construction and Service. These segments are reflective of how the Company’s Chief Operating Decision Maker (“CODM”) reviews operating results for the purposes of allocating resources and assessing performance. The Company's CODM is comprised of its Chief Executive Officer, Chief Financial Officer and Chief Operating Officer. The accounting policies of the segments are the same as those described in the summary of significant accounting policies. The CODM evaluates performance based on income from operations of the respective segments after the allocation of Corporate office operating expenses. In accordance with ASC Topic 280 – Segment Reporting, the Company has elected to aggregate all of the construction branches into one Construction reportable segment and all of the service branches into one Service reportable segment. All transactions between segments are eliminated in consolidation. Our Corporate department provides general and administrative support services to our two operating segments. The CODM allocates costs between segments for selling, general and administrative expenses and depreciation expense. All of the Company’s identifiable assets are located in the United States, which is where the Company is domiciled. The Company does not have sales outside the United States. The Company does not identify capital expenditures and total assets by segment in its internal financial reports due in part to the shared use of a centralized fleet of vehicles and specialized equipment. Interest expense is not allocated to segments because of the corporate management of debt service including interest. Condensed consolidated segment information for the periods presented is as follows: Three months ended September 30, 2020 2019 (in thousands) (As Recast) Statement of Operations Data: Revenue: Construction $ 130,498 $ 118,424 Service 33,358 29,695 Total revenue 163,856 148,119 Gross profit: Construction 14,848 11,144 Service 9,323 7,229 Total gross profit 24,171 18,373 Selling, general and administrative expenses: (1) Construction 10,501 10,746 Service 6,240 5,329 Corporate 304 493 Total selling, general and administrative expenses 17,045 16,568 Amortization of intangibles 109 149 Operating income $ 7,017 $ 1,656 Operating income for reportable segments $ 7,017 $ 1,656 Other expenses: Impairment of goodwill (Construction) — (4,359) Less unallocated amounts: Interest expense, net (2,154) (1,759) Gain on sale of property and equipment 3 17 Gain (loss) on change in fair value of warrant liability (1,371) 525 Total unallocated amounts (3,522) (1,217) Total consolidated income (loss) before income taxes $ 3,495 $ (3,920) Other Data: Depreciation and amortization: Construction $ 1,046 $ 954 Service 340 259 Corporate 109 149 Total other data $ 1,495 $ 1,362 Nine months ended 2020 2019 (in thousands) (As Recast) Statement of Operations Data: Revenue: Construction $ 345,921 $ 327,643 Service 91,892 86,826 Total revenue 437,813 414,469 Gross profit: Construction 38,043 34,742 Service 24,687 20,949 Total gross profit 62,730 55,691 Selling, general and administrative expenses: (1) Construction 28,700 32,427 Service 18,157 15,890 Corporate 739 1,374 Total selling, general and administrative expenses 47,596 49,691 Amortization of intangibles 526 499 Operating income $ 14,608 $ 5,501 Operating income for reportable segments $ 14,608 $ 5,501 Other expenses: Impairment of goodwill (Construction) — (4,359) Less unallocated amounts: Interest expense, net (6,449) (4,190) Gain on sale of property and equipment 18 38 Loss on debt extinguishment — (513) Gain (loss) on change in fair value of warrant liability (1,312) 422 Total unallocated amounts (7,743) (4,243) Total consolidated income (loss) before income taxes $ 6,865 $ (3,101) Other Data: Depreciation and amortization: Construction $ 3,108 $ 2,929 Service 1,001 807 Corporate 526 498 Total other data $ 4,635 $ 4,234 (1) Starting January 1, 2020, the Company changed the methodology in which it presents its corporate selling, general and administrative expenses to the Company's 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 the Company's Construction and Service segments. For comparability purposes, we reclassified our selling, general and administrative expense segment amounts for the three and nine months ended September 30, 2019 to align with this updated allocation methodology. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Leases | Leases The Company leases real estate, trucks and other equipment. The determination of whether an arrangement is, or contains, a lease is performed at the inception of the arrangement. Classification and initial measurement of the right-of-use asset and lease liability are determined at the lease commencement date. The Company elected the short-term lease measurement and recognition exemption; therefore, leases with an initial term of 12 months or less are not recorded on the condensed consolidated balance sheets. The Company's arrangements include certain non-lease components such as common area and other maintenance for leased real estate, as well as mileage, fuel and maintenance costs related to leased vehicles. For all leased asset classes, the Company has elected to not separate non-lease components from lease components and will account for each separate lease component and non-lease component associated with the lease as a single lease component. The Company does not guarantee any residual value in its lease agreements, and there are no material restrictions or covenants imposed by lease arrangements. Real estate leases typically include one or more options to extend the lease. The Company regularly evaluates the renewal options, and when they are reasonably certain of exercise, the Company includes the renewal period in its lease term. For our leased vehicles, the Company uses the interest rate implicit in its leases with the lessor to discount lease payments at the lease commencement date. When the implicit rate is not readily available, as is the case with our real estate leases, the Company uses quoted borrowing rates on our secured debt. The following table summarizes the lease amounts included in our condensed consolidated balance sheets: (in thousands) Classification on the Condensed Consolidated Balance Sheets September 30, 2020 December 31, 2019 Assets Operating Operating lease right-of-use assets (a) $ 19,533 $ 21,056 Finance Property and equipment, net (b) 6,747 6,412 Total lease assets $ 26,280 $ 27,468 Liabilities Current Operating Current operating lease liabilities $ 3,875 $ 3,750 Finance Current portion of long-term debt 2,612 2,424 Noncurrent Operating Long-term operating lease liabilities 16,402 18,247 Finance Long-term debt 4,342 4,161 Total lease liabilities $ 27,231 $ 28,582 (a) Operating lease assets are recorded net of accumulated amortization of $10.9 million at September 30, 2020 and $8.5 million at December 31, 2019. (b) Finance lease assets are recorded net of accumulated amortization of $5.3 million at September 30, 2020 and $4.7 million at December 31, 2019. The following table summarizes the lease costs included in our condensed consolidated statements of operations for the three and nine months ended: For the Three months ended September 30, For the Nine months ended September 30, (in thousands) Classification on the Condensed Consolidated Statement of Operations 2020 2019 2020 2019 Operating lease cost Cost of revenue (a) $ 882 $ 910 $ 2,658 2,577 Operating lease cost Selling, general and administrative expenses (a) 355 339 1,110 1,010 Finance lease cost Amortization Cost of revenue (b) 684 650 2,001 1,833 Interest Interest expense, net (b) 89 86 269 239 Total lease cost $ 2,010 $ 1,985 $ 6,038 $ 5,659 (a) Operating lease costs recorded in cost of sales includes $0.2 million and $0.1 million of variable lease costs for the three months ended September 30, 2020 and 2019, respectively. No variable lease costs are included in Selling, general and administrative expenses for both the three months ended September 30, 2020 and 2019. Operating lease costs recorded in cost of sales includes $0.5 million of variable lease costs for the nine months ended September 30, 2020 and 2019. In addition, $0.2 million of variable lease costs are included in Selling, general and administrative expenses for the nine months ended September 30, 2020 and 2019. (b) Finance lease costs recorded in cost of revenue for the three months ended September 30, 2020 and 2019 includes $0.6 million and $0.7 million of variable leases costs. Finance lease costs recorded in cost of revenue for the nine months ended September 30, 2020 and 2019 includes $1.8 million and $2.1 million of variable lease costs. These variable lease costs consist of fuel, maintenance, and sales tax charges. No variable lease costs for finance leases were recorded in selling, general and administrative expenses. Future minimum commitments for finance and operating leases that have non-cancelable lease terms in excess of one year as of September 30, 2020 were as follows: Year ending (in thousands): Finance Operating Remainder of 2020 $ 789 $ 1,200 2021 2,784 4,777 2022 2,256 4,514 2023 1,261 3,516 2024 449 2,917 Thereafter 1 6,451 Total minimum lease payments $ 7,540 $ 23,375 Amounts representing interest (586) Present value of net minimum lease payments $ 6,954 The following is a summary of the lease terms and discount rates: September 30, 2020 December 31, 2019 Weighted average lease term (in years) Operating 5.71 6.20 Finance 2.91 2.96 Weighted average discount rate Operating 4.83 % 4.80 % Finance 5.52 % 5.69 % The following is a summary of other information and supplemental cash flow information related to finance and operating leases for the nine months ended: (in thousands) September 30, 2020 September 30, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 3,963 $ 3,490 Operating cash flows from finance leases 269 239 Financing cash flows from finance leases 1,966 1,803 Right-of-use assets exchanged for lease liabilities: Operating leases $ 924 $ 3,022 Finance leases 2,399 2,685 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) $ (55) |
Leases | Leases The Company leases real estate, trucks and other equipment. The determination of whether an arrangement is, or contains, a lease is performed at the inception of the arrangement. Classification and initial measurement of the right-of-use asset and lease liability are determined at the lease commencement date. The Company elected the short-term lease measurement and recognition exemption; therefore, leases with an initial term of 12 months or less are not recorded on the condensed consolidated balance sheets. The Company's arrangements include certain non-lease components such as common area and other maintenance for leased real estate, as well as mileage, fuel and maintenance costs related to leased vehicles. For all leased asset classes, the Company has elected to not separate non-lease components from lease components and will account for each separate lease component and non-lease component associated with the lease as a single lease component. The Company does not guarantee any residual value in its lease agreements, and there are no material restrictions or covenants imposed by lease arrangements. Real estate leases typically include one or more options to extend the lease. The Company regularly evaluates the renewal options, and when they are reasonably certain of exercise, the Company includes the renewal period in its lease term. For our leased vehicles, the Company uses the interest rate implicit in its leases with the lessor to discount lease payments at the lease commencement date. When the implicit rate is not readily available, as is the case with our real estate leases, the Company uses quoted borrowing rates on our secured debt. The following table summarizes the lease amounts included in our condensed consolidated balance sheets: (in thousands) Classification on the Condensed Consolidated Balance Sheets September 30, 2020 December 31, 2019 Assets Operating Operating lease right-of-use assets (a) $ 19,533 $ 21,056 Finance Property and equipment, net (b) 6,747 6,412 Total lease assets $ 26,280 $ 27,468 Liabilities Current Operating Current operating lease liabilities $ 3,875 $ 3,750 Finance Current portion of long-term debt 2,612 2,424 Noncurrent Operating Long-term operating lease liabilities 16,402 18,247 Finance Long-term debt 4,342 4,161 Total lease liabilities $ 27,231 $ 28,582 (a) Operating lease assets are recorded net of accumulated amortization of $10.9 million at September 30, 2020 and $8.5 million at December 31, 2019. (b) Finance lease assets are recorded net of accumulated amortization of $5.3 million at September 30, 2020 and $4.7 million at December 31, 2019. The following table summarizes the lease costs included in our condensed consolidated statements of operations for the three and nine months ended: For the Three months ended September 30, For the Nine months ended September 30, (in thousands) Classification on the Condensed Consolidated Statement of Operations 2020 2019 2020 2019 Operating lease cost Cost of revenue (a) $ 882 $ 910 $ 2,658 2,577 Operating lease cost Selling, general and administrative expenses (a) 355 339 1,110 1,010 Finance lease cost Amortization Cost of revenue (b) 684 650 2,001 1,833 Interest Interest expense, net (b) 89 86 269 239 Total lease cost $ 2,010 $ 1,985 $ 6,038 $ 5,659 (a) Operating lease costs recorded in cost of sales includes $0.2 million and $0.1 million of variable lease costs for the three months ended September 30, 2020 and 2019, respectively. No variable lease costs are included in Selling, general and administrative expenses for both the three months ended September 30, 2020 and 2019. Operating lease costs recorded in cost of sales includes $0.5 million of variable lease costs for the nine months ended September 30, 2020 and 2019. In addition, $0.2 million of variable lease costs are included in Selling, general and administrative expenses for the nine months ended September 30, 2020 and 2019. (b) Finance lease costs recorded in cost of revenue for the three months ended September 30, 2020 and 2019 includes $0.6 million and $0.7 million of variable leases costs. Finance lease costs recorded in cost of revenue for the nine months ended September 30, 2020 and 2019 includes $1.8 million and $2.1 million of variable lease costs. These variable lease costs consist of fuel, maintenance, and sales tax charges. No variable lease costs for finance leases were recorded in selling, general and administrative expenses. Future minimum commitments for finance and operating leases that have non-cancelable lease terms in excess of one year as of September 30, 2020 were as follows: Year ending (in thousands): Finance Operating Remainder of 2020 $ 789 $ 1,200 2021 2,784 4,777 2022 2,256 4,514 2023 1,261 3,516 2024 449 2,917 Thereafter 1 6,451 Total minimum lease payments $ 7,540 $ 23,375 Amounts representing interest (586) Present value of net minimum lease payments $ 6,954 The following is a summary of the lease terms and discount rates: September 30, 2020 December 31, 2019 Weighted average lease term (in years) Operating 5.71 6.20 Finance 2.91 2.96 Weighted average discount rate Operating 4.83 % 4.80 % Finance 5.52 % 5.69 % The following is a summary of other information and supplemental cash flow information related to finance and operating leases for the nine months ended: (in thousands) September 30, 2020 September 30, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 3,963 $ 3,490 Operating cash flows from finance leases 269 239 Financing cash flows from finance leases 1,966 1,803 Right-of-use assets exchanged for lease liabilities: Operating leases $ 924 $ 3,022 Finance leases 2,399 2,685 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) $ (55) |
Self-Insurance
Self-Insurance | 9 Months Ended |
Sep. 30, 2020 | |
Insurance [Abstract] | |
Self-Insurance | Self-Insurance The Company purchases workers’ compensation and general liability insurance under policies with per-incident deductibles of $250 thousand and a $4.6 million maximum aggregate deductible loss limit per year. The components of the self-insurance liability as of September 30, 2020 and December 31, 2019 are as follows: (in thousands) As of September 30, As of December 31, Current liability — workers’ compensation and general liability $ 434 $ 703 Current liability — medical and dental 482 821 Non-current liability 667 382 Total liability shown in Accrued expenses and other current liabilities $ 1,583 $ 1,906 Restricted cash $ 113 $ 113 The restricted cash balance represents an imprest cash balance set aside for the funding of workers' compensation and general liability insurance claims. This amount is replenished either when depleted or at the beginning of each month. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal. The Company is continually engaged in administrative proceedings, arbitrations, and litigation with owners, general contractors, suppliers, and other unrelated parties, all arising in the ordinary courses of business. In the opinion of the Company’s management, the results of these actions will not have a material adverse effect on the financial position, results of operations, or cash flows of the Company. LFS and Harper, wholly-owned subsidiaries of the Company, were parties to a lawsuit involving a Harper employee who was alleged to be in the course and scope of his employment at the time the personal car he was operating collided with another car causing injuries to three persons and one fatality. On or about October 12, 2018, the plaintiffs agreed to settle and dismiss the lawsuit in exchange for an aggregate payment of $30.0 million from LFS and Harper, which amounts were paid entirely by the Company’s insurance carriers. The Company will not have any monetary exposure. The $30.0 million amounts due from the Company’s insurance carriers and due to the plaintiffs were included in the captions labeled as other current assets and accrued expenses and other current liabilities, respectively, in the consolidated balance sheet as of December 31, 2018 and were paid in February 2019. On November 13, 2019, claimant, Lanzo Trenchless Technologies, Inc. - North, filed a Demand for Arbitration in the state of Michigan against the Company's wholly-owned subsidiary, Limbach Company LLC. The demand seeks damages in excess of $0.4 million based upon the allegation that Limbach breached a construction contract by improperly terminating Lanzo’s subcontract, and for withholding payment from Lanzo based upon deficient performance. Limbach has asserted a counterclaim seeking damages caused by Lanzo’s deficient performance. A binding arbitration proceeding is scheduled for January of 2021. On January 23, 2020, plaintiff, Bernards Bros. Inc., filed a complaint against Limbach Holdings, Inc. in Superior Court of the State of California for the County of Los Angeles against Limbach Holdings, Inc. The complaint alleges that our Southern California operations refused to honor a proposal made to Bernards to act as a subcontractor on a construction project, and that, as a result of the wrongful failure to honor the proposal, Bernards suffered damages in excess of $3.0 million, including alleged increased costs for hiring a different subcontractor to perform the work. The Company is vigorously defending the suit, which is currently set for trial to take place in June or July of 2021. On April 17, 2020, plaintiff, LA Excavating, Inc., filed a complaint against our wholly-owned subsidiary, Limbach Company LP, and several other parties, in Superior Court of the State of California, for the County of Los Angeles. The complaint seeks damages of approximately $1.0 million for alleged failure to pay contract balances and extra work ordered by Limbach, as well as seeks to enforce payment obligations under payment and stop notice release bonds. The Company disputes the allegations and intends to vigorously defend the suit, which is currently set for trial in November of 2021. In July of 2020, plaintiff, Kimball Construction Co., Inc., filed a complaint against our wholly-owned subsidiary, Limbach Company LLC in circuit Court for Montgomery County, Maryland. The complaint seeks damages of approximately $1.7 million for alleged failure to pay contract balances and extra work, as well as to enforce payment obligations under a payment bond issued by Limbach's surety provider. The Company disputes the allegations and intends to vigorously defend the suit, which is currently set for trial to take place sometime in the second quarter of 2021. Surety. The terms of our construction contracts frequently require that we obtain from surety companies, and provide to our customers, payment and performance bonds (“Surety Bonds”) as a condition to the award of such contracts. The Surety Bonds secure our payment and performance obligations under such contracts, and we have agreed to indemnify the surety companies for amounts, if any, paid by them in respect of Surety Bonds issued on our behalf. In addition, at the request of labor unions representing certain of our employees, Surety Bonds are sometimes provided to secure obligations for wages and benefits payable to or for such employees. Public sector contracts require Surety Bonds more frequently than private sector contracts, and accordingly, our bonding requirements typically increase as the amount of public sector work increases. As of September 30, 2020, the Company had approximately $105.3 million in surety bonds outstanding. The Surety Bonds are issued by surety companies in return for premiums, which vary depending on the size and type of bond. Collective Bargaining Agreements. Many of the Company’s craft labor employees are covered by collective bargaining agreements. The agreements require the Company to pay specified wages, provide certain benefits and contribute certain amounts to multi-employer pension plans. If the Company withdraws from any of the multi-employer pension plans or if the plans were to otherwise become underfunded, the Company could incur additional liabilities related to these plans. Although the Company has been informed that some of the multi-employer pension plans to which it contributes have been classified as “critical” status, the Company is not currently aware of any significant liabilities related to this issue. |
Remaining Performance Obligatio
Remaining Performance Obligations | 9 Months Ended |
Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Remaining Performance Obligations | Remaining Performance Obligations Remaining performance obligations represent the transaction price of firm orders for which work has not been performed and exclude unexercised contract options. The Company’s remaining performance obligations includes projects that have a written award, a letter of intent, a notice to proceed or an agreed upon work order to perform work on mutually accepted terms and conditions. As of September 30, 2020, the aggregate amount of the transaction prices allocated to the remaining performance obligations of the Company's Construction and Service segment contracts were $407.5 million and $47.6 million, respectively. As of December 31, 2019, the aggregate amount of the transaction prices allocated to the remaining performance obligations of the Company's Construction and Service segment contracts were $504.2 million and $41.9 million, respectively. We estimate that 26% and 47% of our Construction and Service segment remaining performance obligations as of September 30, 2020, respectively, will be recognized as revenue during 2020, with the substantial majority of remaining performance obligations to be recognized within 24 months, although the timing of the Company's performance is not always under its control. Additionally, the difference between remaining performance obligations and backlog is due to the exclusion of a portion of the Company’s service agreements under certain contract types from the Company’s remaining performance obligations as these contracts can be canceled for convenience at any time by the Company or the customer without considerable cost incurred by the customer. Additional information related to backlog is provided in “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Quarterly Report on Form 10-Q. |
Management Incentive Plans
Management Incentive Plans | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Management Incentive Plans | Management Incentive Plans The Company initially adopted the Omnibus Incentive Plan on July 20, 2016 for the purpose of: (a) encouraging the profitability and growth of the Company through short-term and long-term incentives that are consistent with the Company’s objectives; (b) giving participants an incentive for excellence in individual performance; (c) promoting teamwork among participants; and (d) giving the Company a significant advantage in attracting and retaining key employees, directors and consultants. To accomplish such purposes, the Omnibus Incentive Plan provides that the Company may grant options, stock appreciation rights, restricted shares, restricted stock units, performance-based awards (including performance-based restricted shares and restricted stock units), other share based awards, other cash-based awards or any combination of the foregoing. Following the further amendment and restatement of the Omnibus Incentive Plan upon approval of the Company's stockholders on July 14, 2020, the Company has reserved a total of 1,650,000 shares of its common stock for issuance under the Omnibus Incentive Plan. The number of shares issued or reserved pursuant to the Omnibus Incentive Plan will be adjusted by the plan administrator, as they deem appropriate and equitable, as a result of stock splits, stock dividends, and similar changes in the Company’s common stock. In connection with the grant of an award, the plan administrator may provide for the treatment of such award in the event of a change in control. All awards are made in the form of shares only. Service-Based Awards During the first nine months of 2020, the Company granted 118,633 service-based RSUs to its executives, certain employees, and non-employee directors under the Omnibus Incentive Plan. The following table summarizes our service-based RSU activity for the nine months ended September 30, 2020: Awards Weighted-Average 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 September 30, 2020 270,014 $ 5.34 Performance-Based Awards During the first nine months of 2020, the Company granted 96,500 performance-based RSUs (“PRSUs”) to its executives and certain employees under the Omnibus Incentive Plan. The Company will recognize stock-based compensation expense for these awards over the vesting period based on the projected probability of achievement of certain performance conditions as of the end of each reporting period during the performance period and may periodically adjust the recognition of such expense, as necessary, in response to any changes in the Company’s forecasts with respect to the performance conditions. For the three and nine months ended September 30, 2020, the Company recognized $0.1 million of stock-based compensation expense related to outstanding PRSUs. For the three and nine months ended September 30, 2019, the Company did not recognize any stock-based compensation expense related to any outstanding PRSUs. The following table summarizes our PRSU activity for the nine months ended September 30, 2020: Awards Weighted-Average Unvested at December 31, 2019 62,307 $ 12.62 Granted 96,500 3.67 Vested — — Forfeited (13,250) 11.31 Unvested at September 30, 2020 145,557 $ 6.80 Market-Based Awards On September 4, 2020, the Compensation Committee (the “Committee”) of the Board of Directors of Limbach Holdings, Inc. (the “Company”) approved amendments to certain restricted stock units initially awarded on August 30, 2017 by the Company to certain employees. Pursuant to the amendment adopted on September 4, 2020, the measurement period was extended to July 16, 2022. In addition to the market performance-based vesting condition, the vesting of such restricted stock unit is subject to continued employment from August 1, 2017 through the later of July 31, 2019 or the date on which the Committee certifies the achievement of the performance goal. The Company has accounted for this amendment as a Type I modification and will recognize approximately $0.2 million of incremental stock-based compensation expense over 1.26 years based on an updated Monte Carlo simulation model. The following table summarizes our market-based RSU (“MRSUs”) activity for the nine months ended September 30, 2020: Awards Weighted-Average Unvested at December 31, 2019 125,000 $ 6.58 Granted — — Vested — — Forfeited (22,500) 6.58 Unvested at September 30, 2020 102,500 $ 6.58 Total recognized stock-based compensation expense amounted to $0.3 million and $0.7 million for the three and nine months ended September 30, 2020, respectively, and $0.5 million and $1.4 million for the three and nine months ended September 30, 2019, respectively. The aggregate fair value as of the vest date of RSUs that vested during the nine months ended September 30, 2020 and 2019 was $0.6 million and $0.9 million, respectively. Total unrecognized stock-based compensation expense related to unvested RSUs which are probable of vesting was $0.8 million at September 30, 2020. These costs are expected to be recognized over a weighted average period of 1.52 years. Upon approval of the Company's stockholders on May 30, 2019, the Company adopted the Limbach Holdings, Inc. 2019 Employee Stock Purchase Plan (“the ESPP”). On January 1, 2020, the ESPP went into effect. The ESPP enables eligible employees, as defined by the ESPP, the right to purchase the Company's common stock through payroll deductions during consecutive subscription periods at a purchase price of 85% of the fair market value of a common share at the end of each offering period. Annual purchases by participants are limited to the number of whole shares that can be purchased by an amount equal to ten percent of the participant's compensation or $5,000, whichever is less. Each offering period of the ESPP lasts six months, commencing on January 1st and July 1st of each year. The amounts collected from participants during a subscription period are used on the exercise date to purchase full shares of common stock. Participants may withdraw from an offering before the exercise date and obtain a refund of amounts withheld through payroll deductions. Compensation cost, representing the 15% discount applied to the fair market value of common stock, is recognized on a straight-line basis over the six-month vesting period during which employees perform related services. Under the ESPP 500,000 shares are authorized to be issued. In July 2020, the Company issued 30,825 shares of its common stock to participants in the ESPP who contributed to the plan through June 30, 2020. Proceeds related to the ESPP were $0.1 million for the nine months ended September 30, 2020. Stock compensation expense related to the ESPP was $17 thousand for the three and nine months ended September 30, 2020. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation Condensed Consolidated Financial Statements The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with instructions to the Quarterly Report on Form 10-Q and Rule 8-03 of Regulation S-X for smaller reporting companies. Consequently, certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information |
Unaudited Interim Financial Information | Unaudited Interim Financial Information The accompanying interim Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Operations, Condensed Consolidated Statements of Stockholders’ Equity and Condensed Consolidated Statements of Cash Flows for the periods presented are unaudited. Also, within the notes to the Condensed Consolidated Financial Statements, we have included unaudited information for these interim periods. These unaudited interim Condensed Consolidated Financial Statements have been prepared in accordance with GAAP. In our opinion, the accompanying unaudited Condensed Consolidated Financial Statements contain all normal and recurring adjustments necessary for a fair statement of the Company’s financial position as of September 30, 2020, its results of operations for the three and nine months ended September 30, 2020 and its cash flows for the nine months ended September 30, 2020. The results for the nine months ended September 30, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020. The Condensed Consolidated Balance Sheet as of December 31, 2019 was derived from our audited financial statements included in our Annual Report on Form 10-K filed with the SEC on May 12, 2020, but is presented as condensed and does not contain all of the footnote disclosures from the annual financial statements. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards New Revenue Recognition Standard In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606), as amended by subsequent ASUs (collectively, “ASC Topic 606”) which amends the existing accounting standards for revenue recognition and establishes principles for recognizing revenue upon the transfer of promised goods or services to customers based on the expected consideration to be received in exchange for those goods or services. Effective December 31, 2019, management adopted ASC Topic 606 for the annual and quarterly periods beginning after January 1, 2019 using a modified retrospective transition approach. The financial information for the three and nine months ended September 30, 2019 has been recast to conform to the new standard. The adoption of ASC Topic 606 did not have an impact on revenue of our fixed-price and other service contracts. However, it did impact revenue of our construction-type contracts within our construction and service segments specifically in accounting for warranties. For many of our construction-type contracts, we previously included assurance-type warranties in total estimated project costs. Under ASC Topic 606, the estimated cost of satisfying assurance-type warranties is accrued in accordance with the guidance in ASC Topic 460, Guarantees. Upon adoption of ASC Topic 606, we removed estimated and actual warranty costs at the contract level and recognized a warranty liability and expense in direct proportion to the cost-to-cost method progress towards completion of the associated contract, which had a $0.6 million effect on our opening accumulated deficit balance at January 1, 2019. The Company also offers service-type warranties on certain construction-type projects. These service-type warranties were not accounted for as a separate performance obligation prior to the adoption of ASC Topic 606. Upon adoption of ASC Topic 606, we allocated a portion of the contract's transaction price to the service-type warranty based on its estimated standalone selling price. The accounting for service-type warranties under ASC Topic 606 did not have a material impact on the condensed consolidated financial statements. In addition, as of January 1, 2019, we began to separately present contract assets and liabilities on the consolidated balance sheets. Contract assets include amounts due under contractual retainage provisions that were previously included in accounts receivable as well as costs and estimated earnings in excess of billings on uncompleted contracts that were previously separately presented. Contract liabilities include billings in excess of costs and estimated earnings on uncompleted contracts that were previously separately presented and provisions for losses. See Note 5 - Contract Assets and Liabilities for further information. The adoption of ASC Topic 606 had no impact on the cash flows provided by operating activities in the Company's condensed consolidated statements of cash flows. Notes 5 and 16 include additional information relating to our adoption of ASC Topic 606. Note 12 includes information regarding our revenue disaggregated by segment. Refer to the section, Effects of Adoption of ASC 606 and ASC 842 on Condensed Consolidated Financial Statements, below for additional disclosures around the quantitative impacts that the adoption of ASC Topic 606 had on our condensed consolidated financial statements. New Leasing Standard In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842), as amended and supplemented by subsequent ASUs (collectively, “ASC Topic 842”). ASC Topic 842 amends the existing guidance in Accounting Standards Codification (“ASC”) 840, Leases. This ASU requires, among other things, the recognition of lease right-of-use (“ROU”) assets and lease liabilities by lessees for those leases currently classified as operating leases. Effective December 31, 2019, management adopted ASC Topic 606 for the annual and quarterly periods beginning after January 1, 2019 using a modified retrospective transition approach. The financial information for the quarter-ended September 30, 2019 has been recast to conform to the new standard. The Company elected the package of practical expedients which provides relief from having to reassess (1) whether any expired or existing contracts contain leases, (2) lease classification (as operating or financing) for any expired or existing leases, and (3) initial direct costs for any existing leases. The Company also elected not to separate non-lease components from lease components and did not elect the hindsight practical expedient. The adoption of ASC Topic 842 had no impact to the Company's condensed consolidated statements of operations or the consolidated cash flows provided by operating and financing activities in the Company's condensed consolidated statements of cash flows. Refer to Note 13 - Leases for additional information regarding the impact of the adoption of ASC Topic 842 on the Company's financial position. Additionally, refer to the section, Effects of Adoption of ASC 606 and ASC 842 on Condensed Consolidated Financial Statements, below for additional disclosures around the quantitative impacts that the adoption of ASC Topic 842 had on our condensed consolidated financial statements. Effects of Adoption of ASC 606 and ASC 842 on Condensed Consolidated Financial Statements The effect of the changes made to the Company's condensed consolidated September 30, 2019 balance sheet and condensed consolidated statement of operations for the three and nine month periods ended September 30, 2019 for the adoption of ASC Topic 606 and ASC Topic 842 were as follows: CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited) (in thousands) Previously Reported Balance as of September 30, 2019 (a) Adjustments due to ASC Topic 606 Adjustments due to ASC Topic 842 Balance as of September 30, 2019 (As Recast) Assets Accounts receivable, net (b) $ 143,279 $ (32,339) $ — $ 110,940 Contract assets — 79,577 — 79,577 Costs and estimated earnings in excess of billings on uncompleted contracts 45,974 (45,974) — — Other current assets 5,040 9 — 5,049 Operating lease right-of-use assets (c) — — 21,714 21,714 Deferred tax asset 5,315 (363) — 4,952 Liabilities Contract liabilities $ — $ 41,991 $ — $ 41,991 Billings in excess of costs and estimated earnings on uncompleted contracts 44,751 (44,751) — — Accrued expenses and other current liabilities 33,530 2,681 — 36,211 Current portion of long-term debt 3,548 — 62 3,610 Current operating lease liabilities (c) — — 3,756 3,756 Long-term debt 39,583 — 65 39,648 Long-term operating lease liabilities (c) — — 18,753 18,753 Other long-term liabilities 1,958 — (794) 1,164 Stockholders' Equity Accumulated deficit $ (11,194) $ 989 $ (128) $ (10,333) (a) Balances as previously reported on the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2019. (b) Prior to the adoption of ASC Topic 606, retainage receivable was included within accounts receivable, net. (c) Prior to the adoption of ASC Topic 842, operating lease right-of-use assets and current and long-term operating lease liabilities were not recorded on the Company's condensed consolidated balance sheets. CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) Three months ended September 30, 2019 (in thousands) Previously Reported (a) Adjustments due to ASC Topic 606 Adjustments due to ASC Topic 842 As Recast Revenue Construction $ 118,076 $ 348 $ — $ 118,424 Service 29,692 3 — 29,695 Total revenue 147,768 351 — 148,119 Cost of revenue Construction 107,474 (193) — 107,281 Service 22,503 (38) — 22,465 Total cost of revenue 129,977 (231) — 129,746 Gross profit 17,791 582 — 18,373 Operating expenses: Selling, general and administrative expenses 16,568 — — 16,568 Amortization of intangibles 149 — — 149 Total operating expenses 16,717 — — 16,717 Operating income 1,074 582 — 1,656 Other income (expenses): Interest expense, net (1,759) — — (1,759) Gain on disposition of property and equipment 17 — — 17 Gain on change in fair value of warrant liability 525 — — 525 Impairment of goodwill (4,359) — — (4,359) Total other expenses (5,576) — — (5,576) Loss before income taxes (4,502) 582 — (3,920) Income tax benefit (1,090) 148 — (942) Net loss $ (3,412) $ 434 $ — $ (2,978) (a) Balances as previously reported on the Company's Quarterly Report on Form 10-Q for the three months ended September 30, 2019. CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) Nine months ended September 30, 2019 (in thousands) Previously Reported (a) Adjustments due to ASC Topic 606 Adjustments due to ASC Topic 842 As Recast Revenue Construction $ 327,675 $ (32) $ — $ 327,643 Service 86,797 29 — 86,826 Total revenue 414,472 (3) — 414,469 Cost of revenue Construction 293,338 (437) — 292,901 Service 65,909 (32) — 65,877 Total cost of revenue 359,247 (469) — 358,778 Gross profit 55,225 466 — 55,691 Operating expenses: Selling, general and administrative expenses 49,691 — — 49,691 Amortization of intangibles 499 — — 499 Total operating expenses 50,190 — — 50,190 Operating income 5,035 466 — 5,501 Other income (expenses): Interest expense, net (4,190) — — (4,190) Gain on disposition of property and equipment 38 — — 38 Loss on debt extinguishment (513) — — (513) Gain on change in fair value of warrant liability 422 422 Impairment of goodwill (4,359) — — (4,359) Total other expenses (8,602) — — (8,602) Loss before income taxes (3,567) 466 — (3,101) Income tax benefit (797) 116 — (681) Net loss $ (2,770) $ 350 $ — $ (2,420) (a) Balances as previously reported on the Company's Quarterly Report on Form 10-Q for the nine months ended September 30, 2019. Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments, which introduced an expected credit loss methodology for the measurement and recognition of credit losses on most financial instruments, including trade receivables and off-balance sheet credit exposure. Under this guidance, an entity is required to consider a broader range of information to estimate expected credit losses, which may result in earlier recognition of losses. This ASU also requires disclosure of information regarding how a company developed its allowance, including changes in the factors that influenced management’s estimate of expected credit losses and the reasons for those changes. The guidance is effective for smaller reporting companies on January 1, 2023 with early adoption permitted. The adoption of this standard will be through a cumulative-effect adjustment to retained earnings as of the effective date. Based on our historical experience, the Company does not expect that this pronouncement will have a significant impact in its financial statements or on the estimate of the allowance for doubtful accounts. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740), which affects general principles within Topic 740, and is meant to simplify and reduce the cost of accounting for income taxes. It removes certain exceptions to the general principles in Topic 740 and simplifies areas including franchise taxes that are partially based on income, transactions with a government that result in a step up in the tax basis of goodwill, the incremental approach for intraperiod tax allocation, interim period income tax accounting for year-to-date losses that exceed anticipated losses and enacted changes in tax laws in interim periods. The changes are effective for annual periods beginning after December 15, 2020. Management is currently assessing the impact of this pronouncement on its condensed consolidated financial statements. In March 2020, the FASB issued ASU 2020-03, Codification Improvements to Financial Instruments, which makes improvements to financial instruments guidance. The amendments make the Codification easier to understand and easier to apply by eliminating inconsistencies and providing clarifications. With regard to amendments related to Issue 1, Issue 2, Issue 4 and Issue 5, for public business entities, the amendments are effective upon issuance of this final ASU. With regard to amendments related to Issue 6 and Issue 7, for entities that have not yet adopted the guidance in Update 2016-13, the effective dates and the transition requirements for these amendments are the same as the effective date and transition requirements in ASU 2016-13. For entities that have adopted the guidance in ASU 2016-13, the amendments are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. We do not expect the adoption of this pronouncement to have a material impact on our condensed consolidated financial statements or presentation thereof. The FASB also issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting in March 2020. The new guidance provides optional expedients for applying GAAP to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The guidance is effective prospectively as of March 12, 2020 through December 31, 2022 and interim periods within those fiscal years. We do not expect the adoption of this ASU to have a material impact on our condensed consolidated financial statements or presentation thereof. In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity, which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity and amends the scope guidance for contracts in an entity's own equity. The ASU addresses how convertible instruments are accounted for in the calculation of diluted earnings per share by using the if-converted method. The guidance is effective for all entities for fiscal years beginning after March 31, 2024, albeit early adoption is permitted no earlier than fiscal years beginning after December 15, 2020. Management is currently assessing the impact of this pronouncement on its condensed consolidated financial statements. |
Fair Value Measurements | The Company measures the fair value of financial assets and liabilities in accordance with ASC Topic 820 – Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. ASC Topic 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value and requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: • 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. The Company believes that the carrying amounts of its financial instruments, including cash and cash equivalents, trade accounts receivable and accounts payable consist primarily of instruments without extended maturities, which approximate fair value primarily due to their short-term maturities and low risk of counterparty default. We also believe that the carrying value of the 2019 Refinancing Agreement term loan approximates its fair value due to the variable rate on such debt. As of September 30, 2020 and December 31, 2019, the Company determined that the fair value of its 2019 Refinancing Agreement term loan was $40.0 million and $41.0 million, respectively. Such fair value is determined using discounted estimated future cash flows using level 3 inputs. In connection with the 2019 Refinancing Agreement, on the Refinancing Closing Date, the Company issued to CB and the other lenders under the CB Warrants to purchase up to a maximum of 263,314 shares of the Company's common stock at an exercise price of $7.63 per share subject to certain adjustments, including for stock dividends, stock splits or reclassifications (refer to Note 7 - Debt). The fair value of the Company’s warrant liability is recorded in the Company’s condensed consolidated financial statements and is determined using the Black-Scholes-Merton option pricing model. The valuation inputs include the quoted price of the Company’s common stock in an active market, volatility and expected life of the warrants, which are Level 3 inputs. Volatility is based on the actual market activity of the Company’s stock. The expected life is based on the remaining contractual term of the warrants and the risk-free interest rate is based on the implied yield available on U.S. Treasury Securities with a maturity equivalent to the warrants’ expected life. |
Accounting Standards (Tables)
Accounting Standards (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
Effects of Adoption of ASC 606 and ASC 842 on Condensed Consolidated Financial Statements | The effect of the changes made to the Company's condensed consolidated September 30, 2019 balance sheet and condensed consolidated statement of operations for the three and nine month periods ended September 30, 2019 for the adoption of ASC Topic 606 and ASC Topic 842 were as follows: CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited) (in thousands) Previously Reported Balance as of September 30, 2019 (a) Adjustments due to ASC Topic 606 Adjustments due to ASC Topic 842 Balance as of September 30, 2019 (As Recast) Assets Accounts receivable, net (b) $ 143,279 $ (32,339) $ — $ 110,940 Contract assets — 79,577 — 79,577 Costs and estimated earnings in excess of billings on uncompleted contracts 45,974 (45,974) — — Other current assets 5,040 9 — 5,049 Operating lease right-of-use assets (c) — — 21,714 21,714 Deferred tax asset 5,315 (363) — 4,952 Liabilities Contract liabilities $ — $ 41,991 $ — $ 41,991 Billings in excess of costs and estimated earnings on uncompleted contracts 44,751 (44,751) — — Accrued expenses and other current liabilities 33,530 2,681 — 36,211 Current portion of long-term debt 3,548 — 62 3,610 Current operating lease liabilities (c) — — 3,756 3,756 Long-term debt 39,583 — 65 39,648 Long-term operating lease liabilities (c) — — 18,753 18,753 Other long-term liabilities 1,958 — (794) 1,164 Stockholders' Equity Accumulated deficit $ (11,194) $ 989 $ (128) $ (10,333) (a) Balances as previously reported on the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2019. (b) Prior to the adoption of ASC Topic 606, retainage receivable was included within accounts receivable, net. (c) Prior to the adoption of ASC Topic 842, operating lease right-of-use assets and current and long-term operating lease liabilities were not recorded on the Company's condensed consolidated balance sheets. CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) Three months ended September 30, 2019 (in thousands) Previously Reported (a) Adjustments due to ASC Topic 606 Adjustments due to ASC Topic 842 As Recast Revenue Construction $ 118,076 $ 348 $ — $ 118,424 Service 29,692 3 — 29,695 Total revenue 147,768 351 — 148,119 Cost of revenue Construction 107,474 (193) — 107,281 Service 22,503 (38) — 22,465 Total cost of revenue 129,977 (231) — 129,746 Gross profit 17,791 582 — 18,373 Operating expenses: Selling, general and administrative expenses 16,568 — — 16,568 Amortization of intangibles 149 — — 149 Total operating expenses 16,717 — — 16,717 Operating income 1,074 582 — 1,656 Other income (expenses): Interest expense, net (1,759) — — (1,759) Gain on disposition of property and equipment 17 — — 17 Gain on change in fair value of warrant liability 525 — — 525 Impairment of goodwill (4,359) — — (4,359) Total other expenses (5,576) — — (5,576) Loss before income taxes (4,502) 582 — (3,920) Income tax benefit (1,090) 148 — (942) Net loss $ (3,412) $ 434 $ — $ (2,978) (a) Balances as previously reported on the Company's Quarterly Report on Form 10-Q for the three months ended September 30, 2019. CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) Nine months ended September 30, 2019 (in thousands) Previously Reported (a) Adjustments due to ASC Topic 606 Adjustments due to ASC Topic 842 As Recast Revenue Construction $ 327,675 $ (32) $ — $ 327,643 Service 86,797 29 — 86,826 Total revenue 414,472 (3) — 414,469 Cost of revenue Construction 293,338 (437) — 292,901 Service 65,909 (32) — 65,877 Total cost of revenue 359,247 (469) — 358,778 Gross profit 55,225 466 — 55,691 Operating expenses: Selling, general and administrative expenses 49,691 — — 49,691 Amortization of intangibles 499 — — 499 Total operating expenses 50,190 — — 50,190 Operating income 5,035 466 — 5,501 Other income (expenses): Interest expense, net (4,190) — — (4,190) Gain on disposition of property and equipment 38 — — 38 Loss on debt extinguishment (513) — — (513) Gain on change in fair value of warrant liability 422 422 Impairment of goodwill (4,359) — — (4,359) Total other expenses (8,602) — — (8,602) Loss before income taxes (3,567) 466 — (3,101) Income tax benefit (797) 116 — (681) Net loss $ (2,770) $ 350 $ — $ (2,420) (a) Balances as previously reported on the Company's Quarterly Report on Form 10-Q for the nine months ended September 30, 2019. |
Accounts Receivable and Allow_2
Accounts Receivable and Allowance for Doubtful Accounts (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Receivables [Abstract] | |
Components of Accounts Receivable and Allowance for Doubtful Accounts | Accounts receivable and the allowance for doubtful accounts are comprised of the following: (in thousands) September 30, 2020 December 31, 2019 Accounts receivable - trade $ 125,116 $ 105,373 Allowance for doubtful accounts (277) (306) Accounts receivable, net $ 124,839 $ 105,067 |
Contract Assets and Liabiliti_2
Contract Assets and Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Components of Contract Asset and Liability Balances | Contract assets include amounts due under retainage provisions and costs and estimated earnings in excess of billings. The components of the contract asset balances as of the respective dates were as follows: (in thousands) September 30, 2020 December 31, 2019 Change Contract assets Costs in excess of billings and estimated earnings $ 31,235 $ 44,315 $ (13,080) Retainage receivable 37,341 32,873 4,468 Total contract assets $ 68,576 $ 77,188 $ (8,612) Contract liabilities include billings in excess of contract costs and provisions for losses. The components of the contract liability balances as of the respective dates were as follows: (in thousands) September 30, 2020 December 31, 2019 Change Contract liabilities Billings in excess of costs and estimated earnings $ 60,272 $ 40,662 $ 19,610 Provisions for losses 813 1,708 (895) Total contract liabilities $ 61,085 $ 42,370 $ 18,715 |
Schedule of Contracts In Progress | The net (overbilling) underbilling position for contracts in process consist of the following: (in thousands) September 30, 2020 December 31, 2019 Revenue earned on uncompleted contracts $ 696,558 $ 726,215 Less: Billings to date (725,595) (722,562) Net (overbilling) underbilling $ (29,037) $ 3,653 (in thousands) September 30, 2020 December 31, 2019 Costs in excess of billings and estimated earnings $ 31,235 $ 44,315 Billings in excess of costs and estimated earnings (60,272) (40,662) Net (overbilling) underbilling $ (29,037) $ 3,653 |
Goodwill and Intangibles (Table
Goodwill and Intangibles (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill and Intangible Assets | Intangible assets are comprised of the following: (in thousands) Gross Accumulated Net intangible September 30, 2020 Amortized intangible assets: Customer Relationships – Service $ 4,710 $ (3,012) $ 1,698 Favorable Leasehold Interests 530 (403) 127 Total amortized intangible assets 5,240 (3,415) 1,825 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 $ (3,415) $ 11,785 (in thousands) Gross Accumulated Net intangible 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 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | Long-term debt consists of the following obligations as of: (in thousands) September 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 $ 40,000 $ 41,000 Finance leases – collateralized by vehicles, payable in monthly installments of principal, plus interest ranging from 4.85% to 6.45% through 2025 6,954 6,585 Total debt 46,954 47,585 Less - Current portion of long-term debt (6,612) (4,425) Less - Unamortized discount and debt issuance costs (2,880) (4,292) Long-term debt $ 37,462 $ 38,868 |
Summary of Additional Margin and Commitment Fees Payable | The following is a summary of the additional margin and commitment fees payable on the available revolving credit commitment: Level Senior Leverage Ratio Additional Margin for Additional Margin for 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 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Assumptions Using Black-Scholes-Merton Option Pricing Model | The table below sets forth the assumptions used within the Black-Scholes-Merton option pricing model to value the Company's warrant liabilities as of September 30, 2020: Stock price $ 10.70 Exercise price $ 7.63 Time until expiration (years) 3.50 Expected volatility 75.0 % Risk-free interest rate 0.2 % Expected dividend yield — % |
Earnings per Share (Tables)
Earnings per Share (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | Three months ended September 30, Nine months ended 2020 2019 2020 2019 (in thousands, except per share amounts) (As Recast) (As Recast) EPS numerator: Net income (loss) $ 2,525 $ (2,978) $ 5,420 $ (2,420) EPS denominator: Weighted average shares outstanding – basic 7,890 7,674 7,845 7,653 Impact of dilutive securities 217 — 125 — Weighted average shares outstanding – diluted 8,107 7,674 7,970 7,653 EPS: Basic $ 0.32 $ (0.39) $ 0.69 $ (0.32) Diluted $ 0.31 $ (0.39) $ 0.68 $ (0.32) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table summarizes the securities that were antidilutive or out-of-the-money, and therefore, were not included in the computations of diluted loss per common share: Three months ended September 30, Nine months ended 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) — 114,837 538 83,409 Employee Stock Purchase Plan 8,375 — 4,375 — Out-of-the-money UPOs (See Note 8) — 3,903 — 12,590 Total 4,585,174 4,695,539 4,581,712 4,672,798 |
Operating Segments (Tables)
Operating Segments (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Condensed Consolidated Segment Information | Condensed consolidated segment information for the periods presented is as follows: Three months ended September 30, 2020 2019 (in thousands) (As Recast) Statement of Operations Data: Revenue: Construction $ 130,498 $ 118,424 Service 33,358 29,695 Total revenue 163,856 148,119 Gross profit: Construction 14,848 11,144 Service 9,323 7,229 Total gross profit 24,171 18,373 Selling, general and administrative expenses: (1) Construction 10,501 10,746 Service 6,240 5,329 Corporate 304 493 Total selling, general and administrative expenses 17,045 16,568 Amortization of intangibles 109 149 Operating income $ 7,017 $ 1,656 Operating income for reportable segments $ 7,017 $ 1,656 Other expenses: Impairment of goodwill (Construction) — (4,359) Less unallocated amounts: Interest expense, net (2,154) (1,759) Gain on sale of property and equipment 3 17 Gain (loss) on change in fair value of warrant liability (1,371) 525 Total unallocated amounts (3,522) (1,217) Total consolidated income (loss) before income taxes $ 3,495 $ (3,920) Other Data: Depreciation and amortization: Construction $ 1,046 $ 954 Service 340 259 Corporate 109 149 Total other data $ 1,495 $ 1,362 Nine months ended 2020 2019 (in thousands) (As Recast) Statement of Operations Data: Revenue: Construction $ 345,921 $ 327,643 Service 91,892 86,826 Total revenue 437,813 414,469 Gross profit: Construction 38,043 34,742 Service 24,687 20,949 Total gross profit 62,730 55,691 Selling, general and administrative expenses: (1) Construction 28,700 32,427 Service 18,157 15,890 Corporate 739 1,374 Total selling, general and administrative expenses 47,596 49,691 Amortization of intangibles 526 499 Operating income $ 14,608 $ 5,501 Operating income for reportable segments $ 14,608 $ 5,501 Other expenses: Impairment of goodwill (Construction) — (4,359) Less unallocated amounts: Interest expense, net (6,449) (4,190) Gain on sale of property and equipment 18 38 Loss on debt extinguishment — (513) Gain (loss) on change in fair value of warrant liability (1,312) 422 Total unallocated amounts (7,743) (4,243) Total consolidated income (loss) before income taxes $ 6,865 $ (3,101) Other Data: Depreciation and amortization: Construction $ 3,108 $ 2,929 Service 1,001 807 Corporate 526 498 Total other data $ 4,635 $ 4,234 (1) Starting January 1, 2020, the Company changed the methodology in which it presents its corporate selling, general and administrative expenses to the Company's 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 the Company's Construction and Service segments. For comparability purposes, we reclassified our selling, general and administrative expense segment amounts for the three and nine months ended September 30, 2019 to align with this updated allocation methodology. |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Supplemental Balance Sheets Information | The following table summarizes the lease amounts included in our condensed consolidated balance sheets: (in thousands) Classification on the Condensed Consolidated Balance Sheets September 30, 2020 December 31, 2019 Assets Operating Operating lease right-of-use assets (a) $ 19,533 $ 21,056 Finance Property and equipment, net (b) 6,747 6,412 Total lease assets $ 26,280 $ 27,468 Liabilities Current Operating Current operating lease liabilities $ 3,875 $ 3,750 Finance Current portion of long-term debt 2,612 2,424 Noncurrent Operating Long-term operating lease liabilities 16,402 18,247 Finance Long-term debt 4,342 4,161 Total lease liabilities $ 27,231 $ 28,582 (a) Operating lease assets are recorded net of accumulated amortization of $10.9 million at September 30, 2020 and $8.5 million at December 31, 2019. (b) Finance lease assets are recorded net of accumulated amortization of $5.3 million at September 30, 2020 and $4.7 million at December 31, 2019. |
Summary of Lease Costs, Lease Terms and Discount Rates | The following table summarizes the lease costs included in our condensed consolidated statements of operations for the three and nine months ended: For the Three months ended September 30, For the Nine months ended September 30, (in thousands) Classification on the Condensed Consolidated Statement of Operations 2020 2019 2020 2019 Operating lease cost Cost of revenue (a) $ 882 $ 910 $ 2,658 2,577 Operating lease cost Selling, general and administrative expenses (a) 355 339 1,110 1,010 Finance lease cost Amortization Cost of revenue (b) 684 650 2,001 1,833 Interest Interest expense, net (b) 89 86 269 239 Total lease cost $ 2,010 $ 1,985 $ 6,038 $ 5,659 (a) Operating lease costs recorded in cost of sales includes $0.2 million and $0.1 million of variable lease costs for the three months ended September 30, 2020 and 2019, respectively. No variable lease costs are included in Selling, general and administrative expenses for both the three months ended September 30, 2020 and 2019. Operating lease costs recorded in cost of sales includes $0.5 million of variable lease costs for the nine months ended September 30, 2020 and 2019. In addition, $0.2 million of variable lease costs are included in Selling, general and administrative expenses for the nine months ended September 30, 2020 and 2019. The following is a summary of the lease terms and discount rates: September 30, 2020 December 31, 2019 Weighted average lease term (in years) Operating 5.71 6.20 Finance 2.91 2.96 Weighted average discount rate Operating 4.83 % 4.80 % Finance 5.52 % 5.69 % |
Future Minimum Commitment for Finance Leases | Future minimum commitments for finance and operating leases that have non-cancelable lease terms in excess of one year as of September 30, 2020 were as follows: Year ending (in thousands): Finance Operating Remainder of 2020 $ 789 $ 1,200 2021 2,784 4,777 2022 2,256 4,514 2023 1,261 3,516 2024 449 2,917 Thereafter 1 6,451 Total minimum lease payments $ 7,540 $ 23,375 Amounts representing interest (586) Present value of net minimum lease payments $ 6,954 |
Future Minimum Commitment for Operating Leases | Future minimum commitments for finance and operating leases that have non-cancelable lease terms in excess of one year as of September 30, 2020 were as follows: Year ending (in thousands): Finance Operating Remainder of 2020 $ 789 $ 1,200 2021 2,784 4,777 2022 2,256 4,514 2023 1,261 3,516 2024 449 2,917 Thereafter 1 6,451 Total minimum lease payments $ 7,540 $ 23,375 Amounts representing interest (586) Present value of net minimum lease payments $ 6,954 |
Leases Supplemental Cash Flow Information | The following is a summary of other information and supplemental cash flow information related to finance and operating leases for the nine months ended: (in thousands) September 30, 2020 September 30, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 3,963 $ 3,490 Operating cash flows from finance leases 269 239 Financing cash flows from finance leases 1,966 1,803 Right-of-use assets exchanged for lease liabilities: Operating leases $ 924 $ 3,022 Finance leases 2,399 2,685 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) $ (55) |
Self-Insurance (Tables)
Self-Insurance (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Insurance [Abstract] | |
Components of Self-Insurance | The components of the self-insurance liability as of September 30, 2020 and December 31, 2019 are as follows: (in thousands) As of September 30, As of December 31, Current liability — workers’ compensation and general liability $ 434 $ 703 Current liability — medical and dental 482 821 Non-current liability 667 382 Total liability shown in Accrued expenses and other current liabilities $ 1,583 $ 1,906 Restricted cash $ 113 $ 113 |
Management Incentive Plans (Tab
Management Incentive Plans (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Service-Based RSUs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Nonvested Restricted Stock Units Activity | The following table summarizes our service-based RSU activity for the nine months ended September 30, 2020: Awards Weighted-Average 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 September 30, 2020 270,014 $ 5.34 |
Performance-Based RSUs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Nonvested Restricted Stock Units Activity | The following table summarizes our PRSU activity for the nine months ended September 30, 2020: Awards Weighted-Average Unvested at December 31, 2019 62,307 $ 12.62 Granted 96,500 3.67 Vested — — Forfeited (13,250) 11.31 Unvested at September 30, 2020 145,557 $ 6.80 |
Market-Based RSUs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Nonvested Restricted Stock Units Activity | The following table summarizes our market-based RSU (“MRSUs”) activity for the nine months ended September 30, 2020: Awards Weighted-Average Unvested at December 31, 2019 125,000 $ 6.58 Granted — — Vested — — Forfeited (22,500) 6.58 Unvested at September 30, 2020 102,500 $ 6.58 |
Organization and Plan of Busi_2
Organization and Plan of Business Operations Organization and Plan of Business Operations (Details) | 9 Months Ended |
Sep. 30, 2020segment | |
Unusual or Infrequent Item, or Both [Line Items] | |
Number of operating segments | 2 |
Service period | 2 years |
Percentage of salary reduction for selected group | 10.00% |
Minimum | |
Unusual or Infrequent Item, or Both [Line Items] | |
Suspension period of all discretionary, non-essential expenditures | 1 month |
Maximum | |
Unusual or Infrequent Item, or Both [Line Items] | |
Suspension period of all discretionary, non-essential expenditures | 3 months |
Accounting Standards - Addition
Accounting Standards - Additional Information (Details) - Accounting Standards Update 2014-09 $ in Thousands | Jan. 01, 2019USD ($) |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Cumulative effect of accounting change | $ 639 |
Accumulated deficit | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Cumulative effect of accounting change | $ 639 |
Accounting Standards - Effects
Accounting Standards - Effects of Adoption of ASC 606 and ASC 842 on Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Accounts receivable, net | $ 124,839 | $ 105,067 | $ 110,940 |
Contract assets | 68,576 | 77,188 | 79,577 |
Costs and estimated earnings in excess of billings on uncompleted contracts | 0 | ||
Other current assets | 3,908 | 4,174 | 5,049 |
Operating lease right-of-use assets | 19,533 | 21,056 | 21,714 |
Deferred tax asset | 4,575 | 4,786 | 4,952 |
Contract liabilities | 61,085 | 42,370 | 41,991 |
Billings in excess of costs and estimated earnings on uncompleted contracts | 0 | ||
Accrued expenses and other current liabilities | 24,508 | 20,045 | 36,211 |
Current portion of long-term debt | 6,612 | 4,425 | 3,610 |
Current operating lease liabilities | 3,875 | 3,750 | 3,756 |
Long-term debt | 37,462 | 38,868 | 39,648 |
Long-term operating lease liabilities | 16,402 | 18,247 | 18,753 |
Other long-term liabilities | 6,794 | 763 | 1,164 |
Accumulated deficit | $ (4,268) | $ (9,688) | (10,333) |
Accounting Standards Update 2016-02 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Accounts receivable, net | 0 | ||
Contract assets | 0 | ||
Costs and estimated earnings in excess of billings on uncompleted contracts | 0 | ||
Other current assets | 0 | ||
Operating lease right-of-use assets | 21,714 | ||
Deferred tax asset | 0 | ||
Contract liabilities | 0 | ||
Billings in excess of costs and estimated earnings on uncompleted contracts | 0 | ||
Accrued expenses and other current liabilities | 0 | ||
Current portion of long-term debt | 62 | ||
Current operating lease liabilities | 3,756 | ||
Long-term debt | 65 | ||
Long-term operating lease liabilities | 18,753 | ||
Other long-term liabilities | (794) | ||
Accumulated deficit | (128) | ||
Calculated under Revenue Guidance in Effect before Topic 606 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Accounts receivable, net | 143,279 | ||
Contract assets | 0 | ||
Costs and estimated earnings in excess of billings on uncompleted contracts | 45,974 | ||
Other current assets | 5,040 | ||
Operating lease right-of-use assets | 0 | ||
Deferred tax asset | 5,315 | ||
Contract liabilities | 0 | ||
Billings in excess of costs and estimated earnings on uncompleted contracts | 44,751 | ||
Accrued expenses and other current liabilities | 33,530 | ||
Current portion of long-term debt | 3,548 | ||
Current operating lease liabilities | 0 | ||
Long-term debt | 39,583 | ||
Long-term operating lease liabilities | 0 | ||
Other long-term liabilities | 1,958 | ||
Accumulated deficit | (11,194) | ||
Difference between Revenue Guidance in Effect before and after Topic 606 | Accounting Standards Update 2014-09 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Accounts receivable, net | (32,339) | ||
Contract assets | 79,577 | ||
Costs and estimated earnings in excess of billings on uncompleted contracts | (45,974) | ||
Other current assets | 9 | ||
Operating lease right-of-use assets | 0 | ||
Deferred tax asset | (363) | ||
Contract liabilities | 41,991 | ||
Billings in excess of costs and estimated earnings on uncompleted contracts | (44,751) | ||
Accrued expenses and other current liabilities | 2,681 | ||
Current portion of long-term debt | 0 | ||
Current operating lease liabilities | 0 | ||
Long-term debt | 0 | ||
Long-term operating lease liabilities | 0 | ||
Other long-term liabilities | 0 | ||
Accumulated deficit | $ 989 |
Accounting Standards - Effect_2
Accounting Standards - Effects of Adoption of ASC 606 and ASC 842 on Condensed Consolidated Statement of Operations (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Revenue | $ 163,856,000 | $ 148,119,000 | $ 437,813,000 | $ 414,469,000 | ||||
Cost of revenue | 139,685,000 | 129,746,000 | 375,083,000 | 358,778,000 | ||||
Gross profit | 24,171,000 | 18,373,000 | 62,730,000 | 55,691,000 | ||||
Selling, general and administrative expenses | 17,045,000 | 16,568,000 | 47,596,000 | 49,691,000 | ||||
Amortization of intangibles | 109,000 | 149,000 | 526,000 | 499,000 | ||||
Total operating expenses | 17,154,000 | 16,717,000 | 48,122,000 | 50,190,000 | ||||
Operating income | 7,017,000 | 1,656,000 | 14,608,000 | 5,501,000 | ||||
Interest expense, net | (2,154,000) | (1,759,000) | (6,449,000) | (4,190,000) | ||||
Gain on disposition of property and equipment | 3,000 | 17,000 | 18,000 | 38,000 | ||||
Loss on debt extinguishment | 0 | 0 | 0 | (513,000) | ||||
Gain on change in fair value of warrant liability | (1,371,000) | 525,000 | (1,312,000) | 422,000 | ||||
Impairment of goodwill | 0 | (4,359,000) | 0 | (4,359,000) | ||||
Total unallocated amounts | (5,576,000) | (8,602,000) | ||||||
Income (loss) before income taxes | 3,495,000 | (3,920,000) | 6,865,000 | (3,101,000) | ||||
Income tax provision (benefit) | 970,000 | (942,000) | 1,445,000 | (681,000) | ||||
Net income (loss) | 2,525,000 | $ 2,947,000 | $ (52,000) | (2,978,000) | $ (1,289,000) | $ 1,847,000 | 5,420,000 | (2,420,000) |
Accounting Standards Update 2016-02 | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Revenue | 0 | 0 | ||||||
Cost of revenue | 0 | 0 | ||||||
Gross profit | 0 | 0 | ||||||
Selling, general and administrative expenses | 0 | 0 | ||||||
Amortization of intangibles | 0 | 0 | ||||||
Total operating expenses | 0 | 0 | ||||||
Operating income | 0 | 0 | ||||||
Interest expense, net | 0 | 0 | ||||||
Gain on disposition of property and equipment | 0 | 0 | ||||||
Loss on debt extinguishment | 0 | |||||||
Gain on change in fair value of warrant liability | 0 | |||||||
Impairment of goodwill | 0 | 0 | ||||||
Total unallocated amounts | 0 | 0 | ||||||
Income (loss) before income taxes | 0 | 0 | ||||||
Income tax provision (benefit) | 0 | 0 | ||||||
Net income (loss) | 0 | 0 | ||||||
Construction | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Revenue | 118,424,000 | 327,643,000 | ||||||
Cost of revenue | 107,281,000 | 292,901,000 | ||||||
Impairment of goodwill | 0 | (4,359,000) | 0 | (4,359,000) | ||||
Construction | Accounting Standards Update 2016-02 | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Revenue | 0 | 0 | ||||||
Cost of revenue | 0 | 0 | ||||||
Service | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Revenue | 29,695,000 | 86,826,000 | ||||||
Cost of revenue | 22,465,000 | 65,877,000 | ||||||
Total unallocated amounts | $ (3,522,000) | (1,217,000) | $ (7,743,000) | (4,243,000) | ||||
Service | Accounting Standards Update 2016-02 | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Revenue | 0 | 0 | ||||||
Cost of revenue | 0 | 0 | ||||||
Calculated under Revenue Guidance in Effect before Topic 606 | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Revenue | 147,768,000 | 414,472,000 | ||||||
Cost of revenue | 129,977,000 | 359,247,000 | ||||||
Gross profit | 17,791,000 | 55,225,000 | ||||||
Selling, general and administrative expenses | 16,568,000 | 49,691,000 | ||||||
Amortization of intangibles | 149,000 | 499,000 | ||||||
Total operating expenses | 16,717,000 | 50,190,000 | ||||||
Operating income | 1,074,000 | 5,035,000 | ||||||
Interest expense, net | (1,759,000) | (4,190,000) | ||||||
Gain on disposition of property and equipment | 17,000 | 38,000 | ||||||
Loss on debt extinguishment | (513,000) | |||||||
Gain on change in fair value of warrant liability | 525,000 | 422,000 | ||||||
Impairment of goodwill | (4,359,000) | (4,359,000) | ||||||
Total unallocated amounts | (5,576,000) | (8,602,000) | ||||||
Income (loss) before income taxes | (4,502,000) | (3,567,000) | ||||||
Income tax provision (benefit) | (1,090,000) | (797,000) | ||||||
Net income (loss) | (3,412,000) | (2,770,000) | ||||||
Calculated under Revenue Guidance in Effect before Topic 606 | Construction | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Revenue | 118,076,000 | 327,675,000 | ||||||
Cost of revenue | 107,474,000 | 293,338,000 | ||||||
Calculated under Revenue Guidance in Effect before Topic 606 | Service | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Revenue | 29,692,000 | 86,797,000 | ||||||
Cost of revenue | 22,503,000 | 65,909,000 | ||||||
Difference between Revenue Guidance in Effect before and after Topic 606 | Accounting Standards Update 2014-09 | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Revenue | 351,000 | (3,000) | ||||||
Cost of revenue | (231,000) | (469,000) | ||||||
Gross profit | 582,000 | 466,000 | ||||||
Selling, general and administrative expenses | 0 | 0 | ||||||
Amortization of intangibles | 0 | 0 | ||||||
Total operating expenses | 0 | 0 | ||||||
Operating income | 582,000 | 466,000 | ||||||
Interest expense, net | 0 | 0 | ||||||
Gain on disposition of property and equipment | 0 | 0 | ||||||
Loss on debt extinguishment | 0 | |||||||
Gain on change in fair value of warrant liability | 0 | |||||||
Impairment of goodwill | 0 | 0 | ||||||
Total unallocated amounts | 0 | 0 | ||||||
Income (loss) before income taxes | 582,000 | 466,000 | ||||||
Income tax provision (benefit) | 148,000 | 116,000 | ||||||
Net income (loss) | 434,000 | 350,000 | ||||||
Difference between Revenue Guidance in Effect before and after Topic 606 | Construction | Accounting Standards Update 2014-09 | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Revenue | 348,000 | (32,000) | ||||||
Cost of revenue | (193,000) | (437,000) | ||||||
Difference between Revenue Guidance in Effect before and after Topic 606 | Service | Accounting Standards Update 2014-09 | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Revenue | 3,000 | 29,000 | ||||||
Cost of revenue | $ (38,000) | $ (32,000) |
Accounts Receivable and Allow_3
Accounts Receivable and Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 |
Receivables [Abstract] | |||
Accounts receivable - trade | $ 125,116 | $ 105,373 | |
Allowance for doubtful accounts | (277) | (306) | |
Accounts receivable, net | $ 124,839 | $ 105,067 | $ 110,940 |
Contract Assets and Liabiliti_3
Contract Assets and Liabilities - Components of Contract Asset and Liability Balances (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Contract assets | |||
Costs in excess of billings and estimated earnings | $ 31,235 | $ 44,315 | |
Retainage receivable | 37,341 | 32,873 | |
Total contract assets | 68,576 | $ 79,577 | 77,188 |
Change in costs in excess of billings and estimated earnings | (13,080) | ||
Change in retainage receivable | 4,468 | ||
Change in total contract assets | (8,612) | 15,768 | |
Contract liabilities | |||
Billings in excess of costs and estimated earnings | 60,272 | 40,662 | |
Provisions for losses | 813 | 1,708 | |
Total contract liabilities | 61,085 | $ 42,370 | |
Change in billings in excess of costs and estimated earnings | 19,610 | ||
Change in provisions for losses | (895) | ||
Change in total contract liabilities | $ 18,715 | $ (6,826) |
Contract Assets and Liabiliti_4
Contract Assets and Liabilities - Additional Information (Details) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020USD ($)project | Sep. 30, 2019USD ($)project | Sep. 30, 2020USD ($)project | Sep. 30, 2019USD ($)project | Dec. 31, 2019USD ($) | |
Property, Plant and Equipment [Line Items] | |||||
Percentage completed of certain milestones | 10.00% | ||||
Claims and unapproved change orders | $ | $ 38 | $ 38 | $ 38.4 | ||
Construction | |||||
Property, Plant and Equipment [Line Items] | |||||
Number of projects subject to gross profit write downs | project | 5 | 11 | 9 | ||
Number of projects subject to gross profit write ups | project | 3 | 7 | |||
Gross profit write downs | $ | $ 2.4 | $ 3.7 | $ 7.5 | $ 6.5 | |
Gross profit write ups | $ | $ 0.6 | $ 1.6 | $ 3.4 | ||
Construction | Southern California Region Project | |||||
Property, Plant and Equipment [Line Items] | |||||
Number of projects subject to gross profit write downs | project | 3 | 6 | 7 | ||
Gross profit write downs | $ | $ 1.8 | $ 5.1 | |||
Gross profit write ups | $ | $ 0.4 | ||||
Construction | Mid-Atlantic Region Project | |||||
Property, Plant and Equipment [Line Items] | |||||
Number of projects subject to gross profit write downs | project | 1 | ||||
Number of projects subject to gross profit write ups | project | 1 | 2 | |||
Gross profit write downs | $ | $ 0.4 | ||||
Gross profit write ups | $ | $ 0.7 | ||||
Construction | New England Region Project | |||||
Property, Plant and Equipment [Line Items] | |||||
Number of projects subject to gross profit write downs | project | 1 | ||||
Number of projects subject to gross profit write ups | project | 1 | ||||
Construction | Michigan Project | |||||
Property, Plant and Equipment [Line Items] | |||||
Number of projects subject to gross profit write ups | project | 1 | ||||
Gross profit write ups | $ | $ 1.4 | ||||
Construction | Western Pennsylvania Region Project [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Number of projects subject to gross profit write downs | project | 1 | ||||
Gross profit write downs | $ | $ 1 | ||||
Service | Southern California Region Project | |||||
Property, Plant and Equipment [Line Items] | |||||
Number of projects subject to gross profit write downs | project | 1 | ||||
Gross profit write downs | $ | $ 0.4 | ||||
Service | Mid-Atlantic Region Project | |||||
Property, Plant and Equipment [Line Items] | |||||
Number of projects subject to gross profit write ups | project | 1 | ||||
Gross profit write ups | $ | $ 0.2 |
Contract Assets and Liabiliti_5
Contract Assets and Liabilities - Schedule of Contracts In Progress (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Revenue from Contract with Customer [Abstract] | ||
Revenue earned on uncompleted contracts | $ 696,558 | $ 726,215 |
Less: Billings to date | (725,595) | (722,562) |
Net (overbilling) underbilling | (29,037) | 3,653 |
Costs in excess of billings and estimated earnings | 31,235 | 44,315 |
Billings in excess of costs and estimated earnings | $ (60,272) | $ (40,662) |
Goodwill and Intangibles - Addi
Goodwill and Intangibles - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Goodwill [Line Items] | |||||
Goodwill | $ 6,129,000 | $ 6,129,000 | $ 6,129,000 | ||
Amortization of intangibles | 109,000 | $ 149,000 | 526,000 | $ 499,000 | |
Impairment of intangible assets (excluding goodwill) | 0 | 0 | |||
Impairment of goodwill | $ 0 | 4,359,000 | $ 0 | 4,359,000 | |
Construction | |||||
Goodwill [Line Items] | |||||
Impairment of goodwill | $ 4,400,000 | $ 4,400,000 |
Goodwill and Intangibles - Sche
Goodwill and Intangibles - Schedule of Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | $ 5,240 | $ 5,240 |
Finite-lived intangible assets, accumulated amortization | (3,415) | (2,889) |
Finite-lived intangible assets, net | 1,825 | 2,351 |
Indefinite-lived intangible assets (excluding goodwill) | 9,960 | 9,960 |
Intangible assets amortized excluding goodwill | 9,960 | 9,960 |
Intangible assets, gross (excluding goodwill) | 15,200 | 15,200 |
Intangible assets, net (excluding goodwill) | 11,785 | 12,311 |
Customer Relationships – Service | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | 4,710 | 4,710 |
Finite-lived intangible assets, accumulated amortization | (3,012) | (2,655) |
Finite-lived intangible assets, net | 1,698 | 2,055 |
Favorable Leasehold Interests | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | 530 | 530 |
Finite-lived intangible assets, accumulated amortization | (403) | (234) |
Finite-lived intangible assets, net | 127 | 296 |
Trade Name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets (excluding goodwill) | 9,960 | 9,960 |
Intangible assets amortized excluding goodwill | $ 9,960 | $ 9,960 |
Debt - Schedule of Long-Term De
Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 |
Debt Instrument [Line Items] | |||
2019 Refinancing Term Loan - term loan payable in quarterly installments of principal, (commencing in September 2020) plus interest through April 2022 | $ 40,000 | $ 41,000 | |
Finance leases – collateralized by vehicles, payable in monthly installments of principal, plus interest ranging from 4.85% to 6.45% through 2025 | 6,954 | 6,585 | |
Total debt | 46,954 | 47,585 | |
Less - Current portion of long-term debt | (6,612) | (4,425) | $ (3,610) |
Less - Unamortized discount and debt issuance costs | (2,880) | (4,292) | |
Long-term debt | $ 37,462 | $ 38,868 | |
Minimum | |||
Debt Instrument [Line Items] | |||
Finance lease, discount rate | 4.85% | ||
Maximum | |||
Debt Instrument [Line Items] | |||
Finance lease, discount rate | 6.45% |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | Apr. 01, 2021 | Jan. 01, 2020 | Oct. 01, 2019 | Apr. 12, 2019 | Jan. 12, 2019 | Jan. 12, 2018 | Jul. 31, 2021 | Mar. 31, 2020 | Jun. 30, 2019 | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Aug. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2016 | Nov. 30, 2019 |
Debt Instrument [Line Items] | |||||||||||||||||||
Long-term debt | $ 40,000,000 | $ 41,000,000 | $ 40,000,000 | $ 40,000,000 | $ 41,000,000 | ||||||||||||||
Amortization of debt issuance costs | 1,620,000 | $ 901,000 | |||||||||||||||||
Gain (loss) on change in fair value of warrant liability | $ 1,371,000 | $ (525,000) | $ 1,312,000 | $ (422,000) | |||||||||||||||
Class of warrant or right, exercise price of warrants or rights (in usd per share) | $ 11.50 | $ 11.50 | |||||||||||||||||
Percentage of number of shares | 2.00% | ||||||||||||||||||
2019 Refinancing Agreement | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument, face amount | $ 40,000,000 | ||||||||||||||||||
Debt instrument, interest rate, effective percentage | 13.00% | 10.18% | 13.00% | 10.18% | 13.00% | ||||||||||||||
Amortization of debt issuance costs | $ 400,000 | $ 200,000 | $ 1,100,000 | $ 400,000 | |||||||||||||||
Line of credit facility, unused capacity, commitment fee percentage | 2.00% | ||||||||||||||||||
Leverage ratio | 330.00% | 425.00% | 425.00% | 285.00% | 461.00% | ||||||||||||||
Leverage ratio minimum requirement | 4 | 4 | |||||||||||||||||
Debt instrument, interest rate, increase (decrease) | 1.00% | ||||||||||||||||||
Gain (loss) on change in fair value of warrant liability | $ 1,400,000 | (500,000) | $ 1,300,000 | (400,000) | |||||||||||||||
Class of warrant or right, number of securities called by each warrant or right (in shares) | 263,314 | 263,314 | 263,314 | 263,314 | 263,314 | ||||||||||||||
Class of warrant or right, exercise price of warrants or rights (in usd per share) | $ 7.63 | $ 7.63 | $ 7.63 | $ 7.63 | $ 7.63 | ||||||||||||||
Warrants and rights outstanding | $ 1,700,000 | $ 400,000 | $ 1,700,000 | $ 1,700,000 | $ 400,000 | $ 900,000 | |||||||||||||
Derivative liability | 0 | 0 | 0 | $ 0 | 0 | 400,000 | |||||||||||||
Debt instrument, unamortized discount | 1,300,000 | 1,300,000 | |||||||||||||||||
Debt issuance costs, net | 2,500,000 | $ 2,500,000 | |||||||||||||||||
Interest expense, debt | $ 100,000 | $ 100,000 | $ 300,000 | $ 200,000 | |||||||||||||||
2019 Refinancing Amendment Number One and Waiver | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 15,000,000 | ||||||||||||||||||
Leverage ratio | 330.00% | 425.00% | |||||||||||||||||
Lender's approval for acquisition, percentage | 50.10% | ||||||||||||||||||
Debt instrument, interest rate, increase (decrease) | 3.00% | ||||||||||||||||||
Debt instrument, percentage of customer accounts required to approve amendment | 75.00% | ||||||||||||||||||
Debt instrument, non refundable waiver fee | $ 400,000 | ||||||||||||||||||
Debt instrument, non refundable amendment fee | 1,000,000 | ||||||||||||||||||
2019 ABL Credit Agreement | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument, basis spread on variable rate | 3.00% | ||||||||||||||||||
Debt instrument, interest rate, effective percentage | 5.25% | 7.00% | 5.25% | 7.00% | 5.25% | ||||||||||||||
Amortization of debt issuance costs | $ 100,000 | $ 100,000 | $ 200,000 | $ 100,000 | |||||||||||||||
Leverage ratio | 330.00% | 425.00% | 285.00% | 461.00% | |||||||||||||||
Leverage ratio minimum requirement | 4 | 4 | |||||||||||||||||
Debt issuance costs, net | 900,000 | 900,000 | $ 900,000 | ||||||||||||||||
Long term lines of credit | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||||||||||||
2019 ABL Credit Amendment Number One and Waiver | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Leverage ratio | 330.00% | 425.00% | |||||||||||||||||
Lender's approval for acquisition, percentage | 50.10% | ||||||||||||||||||
Debt instrument, liquidity of loan parties | $ 10,000,000 | ||||||||||||||||||
Debt instrument, non refundable waiver fee | $ 7,500 | ||||||||||||||||||
Minimum | 2019 Refinancing Amendment Number One and Waiver | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument, liquidity of loan parties | $ 10,000,000 | ||||||||||||||||||
Minimum | 2019 ABL Credit Agreement | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument, interest rate, stated percentage | 3.00% | 3.00% | 3.00% | ||||||||||||||||
Debt instrument, basis spread on variable rate | 2.00% | ||||||||||||||||||
Line of credit facility, unused capacity, commitment fee percentage | 0.25% | ||||||||||||||||||
Maximum | 2019 Refinancing Agreement | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Leverage ratio | 400.00% | ||||||||||||||||||
Maximum | 2019 ABL Credit Agreement | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument, interest rate, stated percentage | 3.50% | 3.50% | 3.50% | ||||||||||||||||
Debt instrument, basis spread on variable rate | 2.50% | ||||||||||||||||||
Line of credit facility, unused capacity, commitment fee percentage | 0.375% | ||||||||||||||||||
Leverage ratio | 400.00% | ||||||||||||||||||
Bridge Loan | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument, periodic payment | $ 250,000 | ||||||||||||||||||
Forecast | 2019 Refinancing Agreement | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Leverage ratio | 200.00% | 200.00% | |||||||||||||||||
Forecast | 2019 Refinancing Amendment Number One and Waiver | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Leverage ratio | 200.00% | ||||||||||||||||||
Forecast | 2019 ABL Credit Agreement | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Leverage ratio | 200.00% | 175.00% | |||||||||||||||||
Forecast | 2019 ABL Credit Amendment Number One and Waiver | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Leverage ratio | 200.00% | ||||||||||||||||||
London Interbank Offered Rate (LIBOR) | 2019 Refinancing Agreement | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument, basis spread on variable rate | 11.00% | ||||||||||||||||||
Reference rate, minimum | 2.00% | ||||||||||||||||||
London Interbank Offered Rate (LIBOR) | 2019 ABL Credit Agreement | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument, basis spread on variable rate | 2.00% | ||||||||||||||||||
Base Rate | 2019 Refinancing Agreement | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument, basis spread on variable rate | 10.00% | ||||||||||||||||||
Reference rate, minimum | 3.00% | ||||||||||||||||||
Base Rate | Bridge Loan | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument, basis spread on variable rate | 5.00% | ||||||||||||||||||
Eurodollar | Bridge Loan | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument, basis spread on variable rate | 6.00% | ||||||||||||||||||
Revolving Credit Facility | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 25,000,000 | ||||||||||||||||||
Revolving Credit Facility | 2019 ABL Credit Agreement | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 15,000,000 | 15,000,000 | |||||||||||||||||
Line of credit facility, current borrowing capacity | 14,000,000 | 14,000,000 | |||||||||||||||||
Line of credit facility reserved borrowing capacity | $ 1,000,000 | $ 1,000,000 | |||||||||||||||||
Senior Credit Facility Agreement | Revolving Credit Facility | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument, face amount | 24,000,000 | ||||||||||||||||||
Senior Credit Facility Agreement | Loans Payable | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument, face amount | 25,000,000 | ||||||||||||||||||
Debt instrument, periodic payment, principal | $ 900,000 |
Debt - Summary of Additional Ma
Debt - Summary of Additional Margin and Commitment Fees Payable (Details) | 9 Months Ended |
Sep. 30, 2020 | |
Level I | |
Debt Instrument [Line Items] | |
Commitment fee | 0.50% |
Level I | Base Rate | |
Debt Instrument [Line Items] | |
Additional margin for loans | 3.00% |
Level I | London Interbank Offered Rate (LIBOR) | |
Debt Instrument [Line Items] | |
Additional margin for loans | 4.00% |
Level II | |
Debt Instrument [Line Items] | |
Commitment fee | 0.50% |
Level II | Base Rate | |
Debt Instrument [Line Items] | |
Additional margin for loans | 2.75% |
Level II | London Interbank Offered Rate (LIBOR) | |
Debt Instrument [Line Items] | |
Additional margin for loans | 3.75% |
Level III | |
Debt Instrument [Line Items] | |
Commitment fee | 0.50% |
Level III | Base Rate | |
Debt Instrument [Line Items] | |
Additional margin for loans | 2.50% |
Level III | London Interbank Offered Rate (LIBOR) | |
Debt Instrument [Line Items] | |
Additional margin for loans | 3.50% |
Level IV | |
Debt Instrument [Line Items] | |
Commitment fee | 0.50% |
Level IV | Base Rate | |
Debt Instrument [Line Items] | |
Additional margin for loans | 2.25% |
Level IV | London Interbank Offered Rate (LIBOR) | |
Debt Instrument [Line Items] | |
Additional margin for loans | 3.25% |
Maximum | Level II | |
Debt Instrument [Line Items] | |
Senior leverage ratio | 250.00% |
Maximum | Level III | |
Debt Instrument [Line Items] | |
Senior leverage ratio | 200.00% |
Maximum | Level IV | |
Debt Instrument [Line Items] | |
Senior leverage ratio | 150.00% |
Minimum | Level I | |
Debt Instrument [Line Items] | |
Senior leverage ratio | 250.00% |
Minimum | Level II | |
Debt Instrument [Line Items] | |
Senior leverage ratio | 200.00% |
Minimum | Level III | |
Debt Instrument [Line Items] | |
Senior leverage ratio | 150.00% |
Equity (Details)
Equity (Details) - USD ($) | Jul. 14, 2020 | Jan. 01, 2020 | Jul. 21, 2014 | Jul. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Jul. 15, 2014 |
Class of Stock [Line Items] | |||||||||
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | 100,000,000 | ||||||
Common stock, par or stated value per share (in usd per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 | |||||||
Preferred stock, par or stated value per share (in usd per shares) | $ 0.0001 | $ 0.0001 | |||||||
Class of warrant or right, outstanding (in shares) | 4,576,799 | 4,576,799 | 4,576,799 | ||||||
Class of warrant or right, exercise price of warrants or rights (in usd per share) | $ 11.50 | ||||||||
Proceeds from contributions to Employee Stock Purchase Plan | $ 149,000 | $ 0 | |||||||
Stock-based compensation expense | 739,000 | $ 1,373,000 | |||||||
UPOs | |||||||||
Class of Stock [Line Items] | |||||||||
UPOs issued (in shares) | 300,000 | ||||||||
Outstanding UPOs (in shares) | 17,100 | ||||||||
RSU | Omnibus Incentive Plan 2019 | |||||||||
Class of Stock [Line Items] | |||||||||
Share-based compensation arrangement by share-based payment award, number of additional shares authorized (in shares) | 500,000 | ||||||||
Common stock, capital shares reserved for future issuance (in shares) | 1,650,000 | ||||||||
Employee Stock | 2019 Employee Stock Purchase Plan | |||||||||
Class of Stock [Line Items] | |||||||||
ESPP purchase price of common stock, percent of market price | 85.00% | ||||||||
Maximum participant contribution rate | 10.00% | ||||||||
Maximum contribution amount | $ 5,000 | ||||||||
Offering period | 6 months | ||||||||
ESPP discount percentage from market price, beginning of purchase period | 15.00% | ||||||||
Share-based compensation arrangement by share-based payment award, number of shares authorized (in shares) | 500,000 | ||||||||
Share-based compensation arrangement by share-based payment award, vesting period | 6 months | ||||||||
Common stock issued to participants (in shares) | 30,825 | ||||||||
Stock-based compensation expense | $ 17,000 | $ 17,000 | |||||||
2019 Refinancing Agreement | |||||||||
Class of Stock [Line Items] | |||||||||
Class of warrant or right, exercise price of warrants or rights (in usd per share) | $ 7.63 | $ 7.63 | $ 7.63 | ||||||
Class of warrant or right, number of securities called by each warrant or right (in shares) | 263,314 | 263,314 | 263,314 | ||||||
Public warrants | |||||||||
Class of Stock [Line Items] | |||||||||
Stock issued during period, value, new issues | $ 4,600,000 | $ 4,600,000 | |||||||
Class of warrant or right, exercise price of warrants or rights (in usd per share) | $ 11.50 | $ 11.50 | $ 11.50 | ||||||
Sponsor Warrants | |||||||||
Class of Stock [Line Items] | |||||||||
Class of warrant or right, outstanding (in shares) | 198,000 | 198,000 | 198,000 | ||||||
Class of warrant or right, exercise price of warrants or rights (in usd per share) | $ 11.50 | $ 11.50 | $ 11.50 | ||||||
Class of warrant or right, rights for half share (usd per share) | $ 5.75 | $ 5.75 | $ 5.75 | ||||||
Fifteen Dollar Exercise Price Warrants | |||||||||
Class of Stock [Line Items] | |||||||||
Class of warrant or right, outstanding (in shares) | 600,000 | 600,000 | 600,000 | ||||||
Class of warrant or right, exercise price of warrants or rights (in usd per share) | $ 15 | $ 15 | $ 15 | $ 15 | |||||
Merger Warrants | |||||||||
Class of Stock [Line Items] | |||||||||
Class of warrant or right, outstanding (in shares) | 631,119 | 631,119 | 631,119 | ||||||
Class of warrant or right, exercise price of warrants or rights (in usd per share) | $ 12.50 | $ 12.50 | $ 12.50 | ||||||
Additional Merger Warrants | |||||||||
Class of Stock [Line Items] | |||||||||
Class of warrant or right, outstanding (in shares) | 946,680 | 946,680 | 946,680 | ||||||
Class of warrant or right, exercise price of warrants or rights (in usd per share) | $ 11.50 | $ 11.50 | $ 11.50 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-term debt | $ 40,000 | $ 41,000 | |
Class of warrant or right, exercise price of warrants or rights (in usd per share) | $ 11.50 | ||
2019 Refinancing Agreement | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Class of warrant or right, number of securities called by each warrant or right (in shares) | 263,314 | 263,314 | |
Class of warrant or right, exercise price of warrants or rights (in usd per share) | $ 7.63 | $ 7.63 | |
Refinancing Term Loan 2019 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-term debt | $ 40,000 | $ 41,000 |
Fair Value Measurements Fair Va
Fair Value Measurements Fair Value Measurements - Fair Value Assumptions Using Black-Scholes-Merton Option Pricing Model (Details) - Valuation Technique, Option Pricing Model | Sep. 30, 2020 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Time until expiration (years) | 3 years 6 months |
Stock price | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrant liabilities, measurement inputs | 10.70 |
Exercise price | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrant liabilities, measurement inputs | 7.63 |
Expected volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrant liabilities, measurement inputs | 0.750 |
Risk-free interest rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrant liabilities, measurement inputs | 0.002 |
Expected dividend yield | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrant liabilities, measurement inputs | 0 |
Earnings per Share - Schedule o
Earnings per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
EPS numerator: | ||||||||
Net income (loss) | $ 2,525 | $ 2,947 | $ (52) | $ (2,978) | $ (1,289) | $ 1,847 | $ 5,420 | $ (2,420) |
EPS denominator: | ||||||||
Weighted average shares outstanding - basic (in shares) | 7,890,074 | 7,673,517 | 7,844,587 | 7,653,372 | ||||
Impact of dilutive securities (in shares) | 217,000 | 0 | 125,000 | 0 | ||||
Weighted average shares outstanding - diluted (in shares) | 8,107,149 | 7,673,517 | 7,969,857 | 7,653,372 | ||||
EPS: | ||||||||
Basic (in usd per share) | $ 0.32 | $ (0.39) | $ 0.69 | $ (0.32) | ||||
Diluted (in usd per share) | $ 0.31 | $ (0.39) | $ 0.68 | $ (0.32) |
Earnings per Share - Schedule_2
Earnings per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 4,585,174 | 4,695,539 | 4,581,712 | 4,672,798 |
Out-of-the money warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 4,576,799 | 4,576,799 | 4,576,799 | 4,576,799 |
Service-Based RSUs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 0 | 114,837 | 538 | 83,409 |
Employee Stock Purchase Plan | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 8,375 | 0 | 4,375 | 0 |
Out-of-the money UPOs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 0 | 3,903 | 0 | 12,590 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||||
Effective tax expense (benefit) rate | 27.80% | (24.00%) | 21.10% | (22.00%) | |
Valuation allowance | $ 0 | $ 0 | $ 0 | ||
Unrecognized tax benefits, accrued interest and penalties | $ 500,000 | $ 500,000 | $ 400,000 |
Operating Segments - Additional
Operating Segments - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2020segment | |
Segment Reporting Information [Line Items] | |
Number of operating segments | 2 |
Construction | |
Segment Reporting Information [Line Items] | |
Number of reportable segments | 1 |
Service | |
Segment Reporting Information [Line Items] | |
Number of reportable segments | 1 |
Operating Segments - Condensed
Operating Segments - Condensed Consolidated Segment Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 163,856,000 | $ 148,119,000 | $ 437,813,000 | $ 414,469,000 |
Gross profit | 24,171,000 | 18,373,000 | 62,730,000 | 55,691,000 |
Selling, general and administrative expenses | 17,045,000 | 16,568,000 | 47,596,000 | 49,691,000 |
Amortization of intangibles | 109,000 | 149,000 | 526,000 | 499,000 |
Operating income | 7,017,000 | 1,656,000 | 14,608,000 | 5,501,000 |
Impairment of goodwill (Construction) | 0 | (4,359,000) | 0 | (4,359,000) |
Interest expense, net | (2,154,000) | (1,759,000) | (6,449,000) | (4,190,000) |
Gain on sale of property and equipment | 3,000 | 17,000 | 18,000 | 38,000 |
Loss on debt extinguishment | 0 | 0 | 0 | (513,000) |
Gain (loss) on change in fair value of warrant liability | (1,371,000) | 525,000 | (1,312,000) | 422,000 |
Total unallocated amounts | (5,576,000) | (8,602,000) | ||
Income (loss) before income taxes | 3,495,000 | (3,920,000) | 6,865,000 | (3,101,000) |
Depreciation and amortization | 1,495,000 | 1,362,000 | 4,635,000 | 4,234,000 |
Construction | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 118,424,000 | 327,643,000 | ||
Impairment of goodwill (Construction) | 0 | (4,359,000) | 0 | (4,359,000) |
Service | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 29,695,000 | 86,826,000 | ||
Total unallocated amounts | (3,522,000) | (1,217,000) | (7,743,000) | (4,243,000) |
Operating Segments | Construction | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 130,498,000 | 118,424,000 | 345,921,000 | 327,643,000 |
Gross profit | 14,848,000 | 11,144,000 | 38,043,000 | 34,742,000 |
Selling, general and administrative expenses | 10,501,000 | 10,746,000 | 28,700,000 | 32,427,000 |
Depreciation and amortization | 1,046,000 | 954,000 | 3,108,000 | 2,929,000 |
Operating Segments | Service | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 33,358,000 | 29,695,000 | 91,892,000 | 86,826,000 |
Gross profit | 9,323,000 | 7,229,000 | 24,687,000 | 20,949,000 |
Selling, general and administrative expenses | 6,240,000 | 5,329,000 | 18,157,000 | 15,890,000 |
Depreciation and amortization | 340,000 | 259,000 | 1,001,000 | 807,000 |
Corporate, Non-Segment | ||||
Segment Reporting Information [Line Items] | ||||
Selling, general and administrative expenses | 304,000 | 493,000 | 739,000 | 1,374,000 |
Depreciation and amortization | $ 109,000 | $ 149,000 | $ 526,000 | $ 498,000 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheets Information (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 |
Leases [Abstract] | |||
Operating lease right-of-use assets | $ 19,533 | $ 21,056 | $ 21,714 |
Property, plant and equipment, net | 6,747 | 6,412 | |
Lease right-of-use assets | 26,280 | 27,468 | |
Current operating lease liabilities | 3,875 | 3,750 | 3,756 |
Current portion of long-term debt | 2,612 | 2,424 | |
Long-term operating lease liabilities | 16,402 | 18,247 | $ 18,753 |
Long-term debt | 4,342 | 4,161 | |
Total lease liabilities | 27,231 | 28,582 | |
Operating lease, accumulated amortization | 10,900 | 8,500 | |
Finance lease, accumulated amortization | $ 5,300 | $ 4,700 |
Leases - Summary of Lease Costs
Leases - Summary of Lease Costs (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Lessee, Lease, Description [Line Items] | ||||
Finance lease cost, amortization | $ 684,000 | $ 650,000 | $ 2,001,000 | $ 1,833,000 |
Finance lease cost, interest expense | 89,000 | 86,000 | 269,000 | 239,000 |
Total lease cost | 2,010,000 | 1,985,000 | 6,038,000 | 5,659,000 |
Cost of revenue | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease cost | 882,000 | 910,000 | 2,658,000 | 2,577,000 |
Cost of revenue | Operating Lease | ||||
Lessee, Lease, Description [Line Items] | ||||
Variable lease costs | 200,000 | 100,000 | 500,000 | 500,000 |
Cost of revenue | Finance Lease | ||||
Lessee, Lease, Description [Line Items] | ||||
Variable lease costs | 600,000 | 700,000 | 1,800,000 | 2,100,000 |
Selling, general and administrative expenses | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease cost | 355,000 | 339,000 | 1,110,000 | 1,010,000 |
Selling, general and administrative expenses | Operating Lease | ||||
Lessee, Lease, Description [Line Items] | ||||
Variable lease costs | 0 | 0 | 200,000 | 200,000 |
Selling, general and administrative expenses | Finance Lease | ||||
Lessee, Lease, Description [Line Items] | ||||
Variable lease costs | $ 0 | $ 0 | $ 0 | $ 0 |
Leases - Future Minimum Lease C
Leases - Future Minimum Lease Commitment (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Finance Leases | ||
Remainder of 2020 | $ 789 | |
2021 | 2,784 | |
2022 | 2,256 | |
2023 | 1,261 | |
2024 | 449 | |
Thereafter | 1 | |
Total minimum lease payments | 7,540 | |
Amounts representing interest | (586) | |
Present value of net minimum lease payments | 6,954 | $ 6,585 |
Operating Leases | ||
Remainder of 2020 | 1,200 | |
2021 | 4,777 | |
2022 | 4,514 | |
2023 | 3,516 | |
2024 | 2,917 | |
Thereafter | 6,451 | |
Total minimum lease payments | $ 23,375 |
Leases - Summary of Lease Terms
Leases - Summary of Lease Terms and Discount Rates (Details) | Sep. 30, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Operating leases, weighted average remaining lease term | 5 years 8 months 15 days | 6 years 2 months 12 days |
Finance leases, weighted average remaining lease term | 2 years 10 months 28 days | 2 years 11 months 15 days |
Operating leases, weighted average remaining discount rate | 4.83% | 4.80% |
Finance leases, weighted average remaining discount rate | 5.52% | 5.69% |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Leases [Abstract] | ||
Operating cash flows from operating leases | $ 3,963 | $ 3,490 |
Operating cash flows from finance leases | 269 | 239 |
Financing cash flows from finance leases | 1,966 | 1,803 |
Right of use assets obtained in exchange for new operating lease liabilities | 924 | 3,022 |
Right of use assets obtained in exchange for new finance lease liabilities | 2,399 | 2,685 |
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) | $ (55) |
Self-Insurance - Additional Inf
Self-Insurance - Additional Information (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Insurance [Abstract] | |
Payment to acquire workers' compensation and general liability insurance | $ 250 |
Malpractice insurance, annual coverage limit | $ 4,600 |
Self-Insurance - Components of
Self-Insurance - Components of Self-Insurance (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Insurance [Abstract] | ||
Current liability — workers’ compensation and general liability | $ 434 | $ 703 |
Current liability — medical and dental | 482 | 821 |
Non-current liability | 667 | 382 |
Total liability shown in Accrued expenses and other current liabilities | 1,583 | 1,906 |
Restricted cash | $ 113 | $ 113 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | Apr. 17, 2020 | Jan. 23, 2020 | Nov. 13, 2019 | Jul. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Loss Contingencies [Line Items] | |||||||
Other current assets liabilities | $ 30,000 | ||||||
Long-term debt | $ 40,000 | $ 41,000 | |||||
Surety Bond | |||||||
Loss Contingencies [Line Items] | |||||||
Long-term debt | $ 105,300 | ||||||
Lanzo Trenchless Technologies vs. Limbach Company LLC | Pending Litigation | |||||||
Loss Contingencies [Line Items] | |||||||
Loss contingency, damages sought, value | $ 400 | ||||||
Bernards Bros vs. Limbach Holdings, Inc. | Pending Litigation | |||||||
Loss Contingencies [Line Items] | |||||||
Loss contingency, damages sought, value | $ 3,000 | ||||||
LA Excavating, Inc. vs. Limbach Company LP | Pending Litigation | |||||||
Loss Contingencies [Line Items] | |||||||
Loss contingency, damages sought, value | $ 1,000 | ||||||
Kimball Construction Co., Inc. vs. Limbach Company LLC | Pending Litigation | |||||||
Loss Contingencies [Line Items] | |||||||
Loss contingency, damages sought, value | $ 1,700 |
Remaining Performance Obligat_2
Remaining Performance Obligations - Additional Information (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Construction | ||
Segment Reporting Information [Line Items] | ||
Revenue, remaining performance obligation, amount | $ 407.5 | $ 504.2 |
Service | ||
Segment Reporting Information [Line Items] | ||
Revenue, remaining performance obligation, amount | $ 47.6 | $ 41.9 |
Remaining Performance Obligat_3
Remaining Performance Obligations - Remaining Performance Obligations (Details) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-10-01 | Sep. 30, 2020 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 24 months |
Construction | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, percentage | 26.00% |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 3 months |
Service | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, percentage | 47.00% |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 3 months |
Management Incentive Plans - Ad
Management Incentive Plans - Additional Information (Details) - USD ($) | Sep. 04, 2020 | Jan. 01, 2020 | Jul. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ 739,000 | $ 1,373,000 | |||||
Proceeds related to employee stock purchase plan | $ 98,000 | ||||||
Service-Based RSUs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted, awards (in shares) | 118,633 | ||||||
Performance-Based RSUs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted, awards (in shares) | 96,500 | ||||||
Stock-based compensation expense | 100,000 | $ 0 | $ 100,000 | 0 | |||
Market-Based RSUs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted, awards (in shares) | 0 | ||||||
Share-based payment arrangement, nonvested award, excluding option, cost not yet recognized, amount | $ 200,000 | ||||||
Share-based payment arrangement, nonvested award, cost not yet recognized, weighted average period | 1 year 3 months 3 days | ||||||
RSUs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation expense | 300,000 | $ 500,000 | $ 700,000 | 1,400,000 | |||
Share-based payment arrangement, nonvested award, excluding option, cost not yet recognized, amount | 800,000 | $ 800,000 | |||||
Share-based payment arrangement, nonvested award, cost not yet recognized, weighted average period | 1 year 6 months 7 days | ||||||
Share-based compensation arrangement by share-based payment award, vested in period, fair value | $ 600,000 | $ 900,000 | |||||
Omnibus Incentive Plan 2019 | Service-Based RSUs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted, awards (in shares) | 118,633 | ||||||
Omnibus Incentive Plan 2019 | Performance-Based RSUs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted, awards (in shares) | 96,500 | ||||||
2019 Employee Stock Purchase Plan | Employee Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ 17,000 | $ 17,000 | |||||
ESPP purchase price of common stock, percent of market price | 85.00% | ||||||
Maximum participant contribution rate | 10.00% | ||||||
Maximum contribution amount | $ 5,000 | ||||||
Offering period | 6 months | ||||||
ESPP discount percentage from market price, beginning of purchase period | 15.00% | ||||||
Share-based compensation arrangement by share-based payment award, vesting period | 6 months | ||||||
Share-based compensation arrangement by share-based payment award, number of shares authorized (in shares) | 500,000 | ||||||
Common stock issued to participants (in shares) | 30,825 |
Management Incentive Plans - Sc
Management Incentive Plans - Schedule of Nonvested Restricted Stock Units Activity (Details) | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Service-Based RSUs | |
Awards | |
Unvested, awards (in shares) | shares | 328,575 |
Granted, awards (in shares) | shares | 118,633 |
Vested, awards (in shares) | shares | (167,085) |
Forfeited, awards (in shares) | shares | (10,109) |
Unvested, awards (in shares) | shares | 270,014 |
Weighted-Average Grant Date Fair Value | |
Unvested, weighted-average grant date fair values (usd per share) | $ / shares | $ 7.83 |
Granted, weighted-average grant date fair values (usd per share) | $ / shares | 3.48 |
Vested, weighted-average grant date fair values (usd per share) | $ / shares | 8.95 |
Forfeited, weighted-average grant date fair values (usd per share) | $ / shares | 6.80 |
Unvested, weighted-average grant date fair values (usd per share) | $ / shares | $ 5.34 |
Performance-Based RSUs | |
Awards | |
Unvested, awards (in shares) | shares | 62,307 |
Granted, awards (in shares) | shares | 96,500 |
Vested, awards (in shares) | shares | 0 |
Forfeited, awards (in shares) | shares | (13,250) |
Unvested, awards (in shares) | shares | 145,557 |
Weighted-Average Grant Date Fair Value | |
Unvested, weighted-average grant date fair values (usd per share) | $ / shares | $ 12.62 |
Granted, weighted-average grant date fair values (usd per share) | $ / shares | 3.67 |
Vested, weighted-average grant date fair values (usd per share) | $ / shares | 0 |
Forfeited, weighted-average grant date fair values (usd per share) | $ / shares | 11.31 |
Unvested, weighted-average grant date fair values (usd per share) | $ / shares | $ 6.80 |
Market-Based RSUs | |
Awards | |
Unvested, awards (in shares) | shares | 125,000 |
Granted, awards (in shares) | shares | 0 |
Vested, awards (in shares) | shares | 0 |
Forfeited, awards (in shares) | shares | (22,500) |
Unvested, awards (in shares) | shares | 102,500 |
Weighted-Average Grant Date Fair Value | |
Unvested, weighted-average grant date fair values (usd per share) | $ / shares | $ 6.58 |
Granted, weighted-average grant date fair values (usd per share) | $ / shares | 0 |
Vested, weighted-average grant date fair values (usd per share) | $ / shares | 0 |
Forfeited, weighted-average grant date fair values (usd per share) | $ / shares | 6.58 |
Unvested, weighted-average grant date fair values (usd per share) | $ / shares | $ 6.58 |
Uncategorized Items - lmb-20200
Label | Element | Value |
Accounting Standards Update 2016-02 [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ (128,000) |
Accounting Standards Update 2016-02 [Member] | Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ (128,000) |