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 consideration 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 is 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, are subject to change as the Company obtains additional information during the measurement period. During the measurement period, if the Company obtains 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 accordingly revise 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 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	$	14	$	23,605
Earnout provision	757		—		757
Total Consideration	24,348		14		24,362

Fair value of assets acquired:
Cash and cash equivalents	390		—		390
Accounts receivable, including retainage	3,128		—		3,128
Contract assets	233		—		233
Other current assets	64		—		64
Property and equipment	548		—		548

Intangible assets	10,100		—		10,100
Amount attributable to assets acquired	14,463		—		14,463

Fair value of liabilities assumed:
Accounts payable, including retainage	291		—		291

Accrued expenses and other current liabilities	461		—		461
Contract liabilities	480		—		480

Amount attributable to liabilities assumed	1,232		—		1,232
Goodwill	$	11,117	$	14	$	11,131

(1) Measurement period adjustments recorded during the first quarter 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.

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 consideration 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 is 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 is 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, are subject to change as the Company obtains additional information during the measurement period. During the measurement period, if the Company obtains 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 accordingly revise 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 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 provision	4,381				4,381
Total Consideration	18,984		671		19,655

Fair value of assets acquired:
Cash and cash equivalents	1,887				1,887
Accounts receivable, including retainage	10,376				10,376
Contract assets	1,457		(93)		1,364

Property and equipment	434				434

Intangible assets	10,700				10,700
Amount attributable to assets acquired	24,854		(93)		24,761

Fair value of liabilities assumed:
Accounts payable, including retainage	4,586				4,586

Accrued expenses and other current liabilities	1,269				1,269
Contract liabilities	4,828				4,828

Amount attributable to liabilities assumed	10,683		—		10,683
Goodwill	$	4,813	$	764	$	5,577

(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.