Limbach Holdings acquires Jake Marshall, LLC, a specialty mechanical contractor

PITTSBURGH – (COMMERCIAL THREAD) – Limbach Holdings, Inc. (Nasdaq: LMB) (“Limbach”), an integrated building systems solutions company with expertise in design, modular prefabrication, installation, management and maintenance heating, ventilation and air conditioning (“HVAC”), mechanical, electrical, plumbing and control systems, announced today the closing of the acquisition of Chattanooga, TN Jake Marshall, LLC, mechanical contractor Specialist, as well as certain affiliates (collectively “Jake Marshall”), for a business worth $ 20 million in an all-cash transaction.1

Highlights of transactions

  • From 2014 to 2020, Jake Marshall averaged over $ 45 million in revenue and $ 4.5 million in EBITDA per year.

  • Net consideration paid by Limbach at closing was $ 20 million1, which came from free cash of $ 10 million and additional term loans of $ 10 million provided by the Company’s lenders.

  • Additionally, owners of Jake Marshall can receive up to $ 6 million in total future cash consideration subject to certain performance thresholds being met in calendar years 2022 and 2023.

Jake Marshall Background

Serving Southeastern Tennessee, Northern Georgia and Northern Alabama, Jake Marshall provides industrial and institutional mechanical engineering, fabrication and millwright capabilities with a focus on directed projects. by the owner. Key industries served by Jake Marshall include automotive, food processing, packaging, specialty chemicals and utilities, in addition to a dominant presence in the healthcare and higher education markets in the great Chattanooga market.

Management commentary

“This is a highly strategic acquisition that we hope will immediately increase our profitability with significant upside potential,” said Charlie Bacon, President and CEO of Limbach. “Our strategy has been geared towards expanding our focus on direct ownership, both organically and through the acquisition of businesses that meet our strategic objectives. Jake Marshall fits our criteria perfectly. In addition to expanding Limbach’s presence in the Southeast, Jake Marshall offers expanded owner-manager relationships in core industrial and institutional markets, world-class manufacturing capabilities, and human capital assets that regularly exceed expectations of customers and stakeholders. Rick Pollard and his team have built a great company with a great culture, and we’re thrilled to be working together under the Limbach umbrella.

Jake Marshall Managing Director Rick Pollard commented, “Jake Marshall has been a leading mechanical entrepreneur in his markets for over fifty years, and we look forward to maintaining this position and reputation within Limbach. We are excited about the opportunities offered by the Limbach platform in the areas of engineering, design and human capital, and we look forward to helping leverage Jake’s industrial CV and manufacturing capabilities. Marshall in the other business units in Limbach. We share a common culture and are focused on caring for employees and serving customers, attributes that are at the heart of Jake Marshall’s success.

Conference call details

Dated:

December 3, 2021

Time:

8:30 a.m. ET

Call numbers of participants:

National calls:

866-604-1698

International calls:

201-389-0844

Webcast access

The call will also be webcast simultaneously through the “Investor Relations” section of LMB’s website at www.limbachinc.com or by clicking on the conference call link: https: //78449.themediaframe .com / dataconf / productusers / lmb /mediaframe/47389/indexl.html. An audio replay of the call will be archived on the Company’s website for 365 days.

About Limbach

Limbach is an integrated building systems solutions company with expertise in the design, modular prefabrication, installation, management and maintenance of heating, ventilation, air conditioning (“HVAC”) systems, mechanical, electrical, plumbing and control. Our market segments mainly include: healthcare, life sciences, data centers, industrial and light manufacturing, entertainment, education and government. With 22 offices across the United States and Limbach’s full lifecycle capabilities, from design and engineering to system commissioning and 24/7 recurring service and maintenance , Limbach is positioned as a value-added and essential partner for building owners, construction managers, general contractors and energy service companies.

Forward-looking statements

We are making forward-looking statements in this press release within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to expectations or forecasts of future events, including, without limitation, our earnings, our Adjusted EBITDA, our income, expenses, backlog, capital expenditure or other future financial or business performance or strategies, operating results or financial condition, and in particular statements regarding the impact of the COVID-19 pandemic on the construction industry, the timing of the recognition of backlog as revenue, the potential for recovering cost overruns, the Company’s ability to successfully address issues that have affected leads to impairments in various business units and the impacts of the Jake Marshall acquisition on our business results. These statements may be preceded, followed or include the words “may”, “could”, “will”, “will probably result”, “should”, “estimate”, “plan”, “project”, “foresee,” “have”. the intention to ”,“ expect ”,“ anticipate ”,“ believe ”,“ seek ”,“ continue ”,“ target ”or similar expressions. These forward-looking statements are based on information available to us at the date on which they were made and involve a number of risks and uncertainties which may lead them to prove to be incorrect. Some of these risks and uncertainties could in the future be magnified by the COVID-19 epidemic and there could be additional risks that we consider to be insignificant or which are unknown. Therefore, forward-looking statements should not be taken to represent our views at a later date, and we assume no obligation to update any forward-looking statements to reflect events or circumstances after the date on which they arise. been made, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws. Due to a number of known and unknown risks and uncertainties, our actual results or performance may differ materially from those expressed or implied by such forward-looking statements. Please see our most recent Annual Report on Form 10-K, as well as our subsequent filings on Forms 10-Q and 8-K, which are available on the SEC website (www.sec. gov), for a full discussion. risks and other factors that may affect the forward-looking statements contained in this press release.

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1
The total consideration received by the sellers was (i) $ 21.3 million, including the consideration of $ 20 million in enterprise value paid by Limbach plus (ii) Jake Marshall’s cash on hand, net of a adjustment of working capital, which was retained by the sellers. The purchase price is subject to customary post-closing adjustments.


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