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Acquisitions
 9 Months Ended
Sep. 30, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Acquisitions Acquisitions
Pioneer Power Transaction
On July 1, 2025 (the “Pioneer Power Effective Date”), LFS and the former owners of Pioneer Power (the “Pioneer Power Seller”) entered into a Purchase Agreement (the “Pioneer Power Purchase Agreement”) pursuant to which LFS purchased all of the outstanding equity interests in Pioneer Power from the Pioneer Power Seller (the “Pioneer Power Transaction”). Prior to the acquisition, Pioneer Power was 100% owned through an employee stock ownership plan. The Pioneer Power Transaction closed on the Pioneer Power Effective Date. As a result of the Pioneer Power Transaction, Pioneer Power became a wholly-owned indirect subsidiary of the Company. Pioneer Power is a provider of industrial and institutional mechanical solutions serving healthcare, food, power/utility, oil refining and other select markets in the greater Twin Cities region of Minnesota and upper Midwest region. The acquisition further expands the Company’s footprint in the core Midwest and extends its reach into new geographic markets in the upper Midwest regions.
Total purchase price paid by the Company for the Pioneer Power Transaction at closing was $66.1 million (the “Pioneer Power Closing Purchase Price”), which was funded through a combination of available cash on hand and borrowings under the Company's revolving credit facility. The payment is subject to typical adjustments for working capital. Of the consideration paid to the Pioneer Power Seller, approximately $4.1 million was held in escrow for indemnification purposes. The purchase price is subject to customary post-closing adjustments.
Allocation of Purchase Price. The Pioneer Power Transaction was accounted for as a business combination using the acquisition method. As a result of the acquisition, the Company recognized $36.6 million of goodwill, which was allocated between the Company's ODR and GCR segments and is fully deductible for tax purposes. Such goodwill primarily related to anticipated future earnings. The fair value estimates for the assets acquired and liabilities assumed, as well as the Company's estimates and assumptions, are subject to change as the Company obtains additional information during the measurement period. Measurement period adjustments are reflected as if the adjustments had been made as of the Pioneer Power Effective Date. The impact of all changes that do not qualify as measurement period adjustments would have been included in current period earnings.
The following table summarizes the purchase price and estimated fair values of assets acquired and liabilities assumed as of the Pioneer Power Effective Date, with any excess of purchase price over estimated fair value of the identified net assets acquired recorded as goodwill.
(in thousands)Purchase Price Allocation
Consideration:
Cash$66,612 
Total Consideration66,612 
Fair value of assets acquired:
Cash and cash equivalents961 
Accounts receivable18,416 
Contract assets4,176 
Other current assets58 
Property and equipment6,291 
Intangible assets16,200 
Amount attributable to assets acquired46,102 
Fair value of liabilities assumed:
Accounts payable, including retainage8,071 
Accrued expenses and other current liabilities1,527 
Contract liabilities6,506 
Amount attributable to liabilities assumed16,104 
Goodwill$36,614 
As of September 30, 2025, the allocation of the purchase price has not been finalized with respect to the valuation of identifiable intangible assets acquired, the fair value of certain tangible assets acquired and liabilities assumed, goodwill and tax related matters. A final determination of the fair value of assets acquired and liabilities assumed relating to the acquisition could differ from the preliminary purchase price allocation. The Company expects to finalize the valuation and complete the purchase price allocation as soon as practicable, but no later than one year from the Pioneer Power Effective Date.
For working capital items, such as cash and cash equivalents, accounts receivable, other current assets, accounts payable and accrued expenses and other current liabilities, the carrying value was assumed to represent the fair value of these assets and liabilities due to their current nature. There was no difference between the contract value and fair value of accounts receivable acquired.
In connection with the acquisition of Pioneer Power, the Company acquired property and equipment with an aggregate fair value of approximately $6.3 million. The property and equipment primarily consisted of land, buildings and improvements and related property of the former owners, as well as certain machinery and equipment utilized in its operations. The fair values of the acquired assets were determined based on independent appraisals and management estimates using the cost approach. Significant unobservable inputs in the estimate of fair value under this approach included management's assumptions about the replacement costs for similar assets, the relative age of the acquired assets and any potential economic or functional obsolescence associated with the acquired assets. As a result, the estimated fair value of the property and equipment represented a Level 3 fair value measurement.
As part of the preliminary purchase price allocation, the Company identified certain definite-lived intangible assets associated with customer relationships with third-party customers, acquired backlog and the acquired trade name and trademarks. The fair value of the customer relationships with third-party customers and acquired backlog was determined using the multi-period excess earning method under the income approach. The multi-period excess earnings method is a variation of the discounted cash-flow analysis, which isolates the cash flows that can be associated with a single intangible asset and measures fair value by discounting it back to present value. The fair value of the acquired trade name and trademarks intangible asset was determined using an income approach, specifically known as the relief-from-royalty method. This method requires identifying the future revenue that would be generated by the trademark, multiplying it by a royalty rate deemed to be avoided through ownership of the asset and discounting the projected royalty savings amounts back to the acquisition date. The royalty rate used in the valuation was based on a consideration of market rates for similar categories of assets. Some of the more significant estimates and assumptions inherent in determining the fair value of the identifiable intangible assets are associated with forecasting cash flows and profitability, which represent Level 3 inputs.
The Company calculates amortization of the acquired intangible assets using the straight-line method over the estimated useful lives of each acquired intangible asset. The estimated annual amortization expense for the remainder of 2025 is approximately $0.7 million, $2.3 million for 2026, $1.6 million for 2027 and $1.5 million for each of the following three years.
Intangible assets, net as of September 30, 2025 are detailed below.
(in thousands)Gross Carrying AmountAccumulated AmortizationNet Intangible AssetsWeighted Average Useful Life (Years)
Trade name and trademarks$1,000$(158)$8421.3
Customer relationships - ODR10,360(268)10,0929.4
Customer relationships - GCR4,440(115)4,3259.4
Backlog - ODR260(78)1820.6
Backlog - GCR140(42)980.6
Total$16,200$(661)$15,5398.7
In connection with the Pioneer Power Transaction, the Company entered into certain retention-related bonus arrangements with key employees of Pioneer Power. These arrangements are designed to promote continued employment and support integration efforts following the acquisition. Retention-related compensation is recognized as expense ratably over the service period, which runs through December 2027, and is contingent on continued employment. The retention-related bonus arrangements are separate from, and not part of, the consideration transferred in the acquisition. Accordingly, these amounts were not included in the determination of purchase price or the allocation of purchase consideration under ASC 805, Business Combinations. Related expenses are recognized within acquisition-related retention expense and contingent consideration in the Condensed Consolidated Statements of Operations. During the three and nine months ended September 30, 2025, the Company recognized $0.3 million in retention-related expenses associated with the Pioneer Power Transaction.
Consolidated Mechanical Transaction
On December 2, 2024 (the “Consolidated Mechanical Effective Date”), LFS, Consolidated Mechanical, and the owner of Consolidated Mechanical (the “Consolidated Mechanical Seller”) entered into a Purchase Agreement (the “Consolidated Mechanical Purchase Agreement”) pursuant to which LFS purchased all of the outstanding equity interests in Consolidated Mechanical from the Consolidated Mechanical Seller (the “Consolidated Mechanical Transaction”). The Consolidated Mechanical Transaction closed on the Consolidated Mechanical Effective Date. As a result of the Consolidated Mechanical Transaction, Consolidated Mechanical became a wholly-owned indirect subsidiary of the Company. Consolidated Mechanical serves the heavy industrial, power and commercial markets. Consolidated Mechanical is a premier provider of mechanical, millwright, steel fabrication, plumbing construction, maintenance, and outage services to owners of complex process systems in the industrial sector. The acquisition extends the Company’s reach into the industrial sector, with new exposure to the power generation, food processing, manufacturing, and metal markets in Kentucky, Illinois and Michigan.
Total purchase price paid by the Company for the Consolidated Mechanical Transaction at closing was $23.0 million (the “Consolidated Mechanical Closing Purchase Price”), which was funded by cash on hand. The payment is subject to typical adjustments for working capital. Of the consideration paid to the Consolidated Mechanical Seller, approximately $0.3 million was held in escrow for indemnification purposes. The purchase price was subject to customary post-closing adjustments. In addition, the Consolidated Mechanical Seller may receive up to an aggregate of $2.0 million in cash, consisting of two individual tranches of $1.0 million pursuant to the terms of the Consolidated Mechanical Purchase Agreement, if the gross profit of Consolidated Mechanical equals or exceeds approximately (i) $6.8 million in the 12-month period beginning on the
Consolidated Mechanical Effective Date (the “First Consolidated Mechanical Earnout Period”) or (ii) $6.8 million in the 12-month period beginning on the first anniversary of the Consolidated Mechanical Effective Date (the “Second Consolidated Mechanical Earnout Period” and together with the First Consolidated Mechanical Earnout Period, the “Consolidated Mechanical Earnout Payments”).
Allocation of Purchase Price. The Consolidated Mechanical Transaction was accounted for as a business combination using the acquisition method. As a result of the acquisition, the Company recognized $11.1 million of goodwill, which was fully allocated to the Company's ODR segment and fully deductible for tax purposes. Such goodwill primarily related to anticipated future earnings. The fair value estimates for the assets acquired and liabilities assumed, as well as the Company's estimates and assumptions, were subject to change as the Company obtains additional information during the measurement period. During the measurement period, if the Company obtained new information regarding facts and circumstances that existed as of the Consolidated Mechanical Effective Date that, if known, would have resulted in revised estimated values of those assets or liabilities, the Company would have accordingly revised its fair value estimates and purchase price allocation. Measurement period adjustments are reflected as if the adjustments had been made as of the Consolidated Mechanical Effective Date. The impact of all changes that do not qualify as measurement period adjustments would have been included in current period earnings. The Company finalized its purchase price allocation during the third quarter of 2025.
The following table summarizes the purchase price and estimated fair values of assets acquired and liabilities assumed as of the Consolidated Mechanical Effective Date, with any excess of purchase price over estimated fair value of the identified net assets acquired recorded as goodwill.
(in thousands)Purchase Price Allocation
Measurement Period Adjustments(1)
Adjusted Purchase Price Allocation
Consideration:
Cash$23,591 $3 $23,594 
Earnout provision757 — 757 
Total Consideration24,348 3 24,351 
Fair value of assets acquired:
Cash and cash equivalents390 — 390 
Accounts receivable, including retainage3,128 — 3,128 
Contract assets233 — 233 
Other current assets64 — 64 
Property and equipment548 — 548 
Intangible assets10,100 — 10,100 
Amount attributable to assets acquired14,463 — 14,463 
Fair value of liabilities assumed:
Accounts payable, including retainage291 — 291 
Accrued expenses and other current liabilities461 — 461 
Contract liabilities480 — 480 
Amount attributable to liabilities assumed1,232 — 1,232 
Goodwill$11,117 $3 $11,120 
(1)    Measurement period adjustments recorded during the first half of 2025 included changes in the total cash consideration for the Consolidated Mechanical Transaction, resulting in a net increase less than $0.1 million to goodwill. The measurement period adjustments related to certain working capital adjustments made in connection with the finalization of the transaction’s closing date cash consideration.
Kent Island Transaction
On September 3, 2024 (the “Kent Island Effective Date”), LFS, Kent Island, and the owner of Kent Island (the “Kent Island Seller”) entered into a Purchase Agreement (the “Kent Island Purchase Agreement”) pursuant to which LFS purchased all of the outstanding equity interests in Kent Island from the Kent Island Seller (the “Kent Island Transaction”). The Kent Island Transaction closed on the Kent Island Effective Date. As a result of the Kent Island Transaction, Kent Island became a wholly-
owned indirect subsidiary of the Company. Kent Island is a leading provider of building systems solutions in the greater Washington, DC metro area, including suburban Maryland and Northern Virginia. Kent Island excels in designing, engineering, installing, servicing, and maintaining mechanical and plumbing systems for complex facilities. The acquisition expands the Company’s market share within its existing operating footprint, provides further exposure to an attractive customer base and supports the Company's continued ODR growth strategy.
Total purchase price paid by the Company for the Kent Island Transaction at closing was $15.0 million (the “Kent Island Closing Purchase Price”), which was funded by cash on hand. The payment was subject to typical adjustments for working capital. Of the consideration paid to the Kent Island Seller, approximately $0.4 million was held in escrow for indemnification purposes. The purchase price was subject to customary post-closing adjustments. In addition, the Kent Island Seller may receive up to an aggregate of $5.0 million in cash, consisting of two individual tranches of $2.5 million pursuant to the terms of the Kent Island Purchase Agreement, if the gross profit of Kent Island equals or exceeds approximately (i) $3.3 million in the 12-month period beginning on the Kent Island Effective Date (the “First Kent Island Earnout Period”) or (ii) $0.2 million in the 12-month period beginning on the first anniversary of the Kent Island Effective Date (the “Second Kent Island Earnout Period” and together with the First Kent Island Earnout Period, the “Kent Island Earnout Payments”).
Allocation of Purchase Price. The Kent Island Transaction was accounted for as a business combination using the acquisition method. As a result of the acquisition, the Company recognized $5.6 million of goodwill, which was allocated between the Company's ODR and GCR segments and fully deductible for tax purposes. Such goodwill primarily related to anticipated future earnings. The fair value estimates for the assets acquired and liabilities assumed, as well as the Company's estimates and assumptions, were subject to change as the Company obtained additional information during the measurement period. During the measurement period, if the Company obtained new information regarding facts and circumstances that existed as of the Kent Island Effective Date that, if known, would have resulted in revised estimated values of those assets or liabilities, the Company would have accordingly revised its fair value estimates and purchase price allocation. Measurement period adjustments are reflected as if the adjustments had been made as of the Kent Island Effective Date. The impact of all changes that do not qualify as measurement period adjustments would have been included in current period earnings. The Company finalized its purchase price allocation during the third quarter of 2025.
The following table summarizes the purchase price and estimated fair values of assets acquired and liabilities assumed as of the Kent Island Effective Date, with any excess of purchase price over estimated fair value of the identified net assets acquired recorded as goodwill.
(in thousands) Purchase Price Allocation
Measurement Period Adjustments(1)(2)
Adjusted Purchase Price Allocation
Consideration:
Cash$14,603 $671 $15,274 
Earnout provision4,381 4,381 
Total Consideration18,984 671 19,655 
Fair value of assets acquired:
Cash and cash equivalents1,887 1,887 
Accounts receivable, including retainage10,376 10,376 
Contract assets1,457 (94)1,363 
Property and equipment434 434 
Intangible assets10,700 10,700 
Amount attributable to assets acquired24,854 (94)24,760 
Fair value of liabilities assumed:
Accounts payable, including retainage4,586 4,586 
Accrued expenses and other current liabilities1,269 1,269 
Contract liabilities4,828 4,828 
Amount attributable to liabilities assumed10,683 — 10,683 
Goodwill$4,813 $765 $5,578 
(1)    Measurement period adjustments recorded during the year-ended December 31, 2024 included changes in the total cash consideration for the Kent Island Transaction, resulting in a net increase of approximately $0.7 million to goodwill. The measurement period adjustments
related to certain working capital adjustments made in connection with the finalization of the transaction’s closing date cash consideration.
(2)    Measurement period adjustments recorded during the first quarter of 2025 reflect changes to the fair value of contract assets acquired, resulting in a net increase of approximately $0.1 million to goodwill.
Impact of Acquisitions on the Company’s Financial Statements
The acquisitions of Pioneer Power, Consolidated Mechanical, and Kent Island contributed $47.3 million and $76.1 million of total revenue for the three and nine months ended September 30, 2025, respectively. Acquisition-related revenue for the three and nine months ended September 30, 2025 reflects full and partial period contributions from Consolidated Mechanical and Kent Island acquired in 2024, as well as revenue from Pioneer Power acquired during 2025. The acquired companies impact on net income for the three and nine months ended September 30, 2025 was not material.