Limbach Holdings, Inc. · NASDAQ:LMB
Limbach — SPAC Merger (June 2016)
25 slides from Limbach's SPAC merger presentation, Jun 7, 2016
Slide 1: 1347 Capital Corp. / Limbach Holdings LLC Investor Presentation
1347 Capital Corp. / Limbach Holdings LLC Investor Presentation June 2016
Slide 2: Forward Looking Statements
Forward Looking Statements Neither 1347 Capital Corp., Limbach nor any of their respective affiliates makes any representation or warranty as to the acc ura cy or completeness of the information contained in this presentation. The sole purpose of the presentation is to assist persons in deciding whe
Slide 3: Investment Thesis: Historic Company in Industry Where SPACs Work
3 Investment Thesis: Historic Company in Industry Where SPACs Work Transaction Brief : 1347 Capital Corp . (“ 1347 ”) has signed a definitive agreement to merge with Limbach Holdings , LLC (“ Limbach ”) in a transaction valued at approximately $ 97 million Opportunity to invest in a nationally - rec
Slide 4: Transaction Rationale: Why it Makes Sense for Both Sides
4 Transaction Rationale: Why it Makes Sense for Both Sides • SPAC raised $ 46 million with a goal of repeating management’s past merger / spin - out successes • Sought scalable company with an enterprise value of between $ 80 - $ 200 million • Strong business with a long - history in engineering and
Slide 5: Why Limbach?
Why Limbach ? 5 Limbach is a preeminent national provider of mechanical design, engineering, installation and maintenance services Offering a single - source, innovative and technologically sophisticated solution for the design, installation, service, maintenance, repair, retrofit and energy efficie
Slide 6: Transaction Overview
Transaction Overview 6 Transaction Overview & Transaction Consideration Transaction Sources/Uses Waterfall • 1347 Capital Corp . (“ 1347 ”) has signed a definitive agreement to merge with Limbach Holdings, LLC (“Limbach”) in a transaction valued at approximately $ 97 million • Founded in 1901 , Limb
Slide 7: Transaction Overview (continued)
Transaction Overview (continued) 7 Compelling Valuation Motivation for Transaction • Vintage portfolio company of FdG Associates • Going public provides tax - efficient currency for future acquisitions • Improved access to capital markets • Improved stature within the industry as a NASDAQ - listed p
Slide 8: Transaction Valuation
Transaction Valuation 8 Valuation At Close (1 )(2) Implied Multiples At Close ( 3 ) Ownership at Close (1) Public Shares 64% 1347 Sponsor 17% Pre - Merger Limbach Unit - Holders 19% 1 Assumes no 1347 shareholder redemptions 2 Does not include warrants 3 Does not reflect pro forma public company expe
Slide 9: Full Mechanical Capabilities
Full Mechanical Capabilities Building Information Modeling Off - Site / Pre - fabrication 24/7 Service Engineering Commissioning Energy Modeling Construction and Installation Conceptual Estimating Operations and Maintenance 9
Slide 10: The Importance of Mechanical Systems
The Importance of Mechanical Systems • HVAC systems are critical to building function and comprise the largest component of building investment, operating expenses and energy use • Energy efficiency programs can reduce overall building energy costs by as much as 30 % , with proper operations and mai
Slide 11: Limbach – Wide Geographic Reach With Room to Expand
Limbach – Wide Geographic Reach With Room to Expand Employees Size Bonding 1,300 + Top 12 $600 million W ESTERN P ENNSYLVANIA E ASTERN P ENNSYLVANIA S OUTHERN C ALIFORNIA M ICHIGAN O HIO N EW J ERSEY N EW E NGLAND M ID - A TLANTIC O RLANDO T AMPA 11 The Company has a broad geographic footprint opera
Slide 12: Attractive Vertical Markets – Specialty Niche with Brand Recognition
Attractive Vertical Markets – Specialty Niche with Brand Recognition Focus on large and growing markets that require specialized technical capabilities and solutions Limbach is a desired partner for leading general contractors and construction managers Commercial Healthcare OSU Cancer Center Transpo
Slide 13: Non-Residential Construction – Large Market with Tailwinds
Strong signs of market recovery = Ample opportunities to drive growth Non - Residential Construction Put - in - Place ($ in billions) Source: Data for 1994 - 2009 per FMI's 2011 U.S. Markets Construction Overview; data for 2010 and later per FMI's 2016 Construction Outlook First Quarter Report. 13 N
Slide 14: Growth forecasted across multiple markets
Growth forecasted across multiple markets Improving Industry Outlook Construction Forecasts Source: FMI's 2016 Construction Outlook First Quarter Report; AIA March 2016 Billing Index • Architectural Billing Index trending over 50 on a consistent basis which indicates increase in billings (ended Q1 a
Slide 15: E&C Index versus S&P 500 and Russell 2000
-30.0% -25.0% -20.0% -15.0% -10.0% -5.0% 0.0% 5.0% 10.0% 6/1/2015 7/1/2015 8/1/2015 9/1/2015 10/1/2015 11/1/2015 12/1/2015 1/1/2016 2/1/2016 3/1/2016 4/1/2016 5/1/2016 E&C Index S&P 500 Index Russell 2000 E&C Index versus S&P 500 and Russell 2000 Relative Performance (10 - Year) E&C Index vs. S&P 50
Slide 16: Outstanding Construction and Service Relationships
Outstanding Construction and Service Relationships 16
Slide 17: Core Growth Plan
Ideally positioned to expand service capabilities and take share as the market recovers and demand for technically complex and energy efficient buildings grows Core Growth Plan • Establish Limbach as a national platform through expansion into adjacent geographic areas • Complementary strategic acqui
Slide 18: Limbach – Value Proposition
Limbach – Value Proposition 18 • High - touch Engineering Expertise – Professional Engineers to challenge the design team and bring additional ideas • Strong Direct Relationships – Leading general contractors and construction managers – Building owners • Utilization of Technology to Maximize Service
Slide 19: Annuity Streams: Maintenance
$7.1 $7.2 $7.5 $8.3 $9.1 $10.0 $10.9 $17.2 $26.0 $26.5 $31.6 $40.9 $47.7 $68.1 $24.3 $33.2 $34.0 $39.9 $50.0 $57.7 $79.0 $0.0 $20.0 $40.0 $60.0 $80.0 $100.0 2010 2011 2012 2013 2014 2015 2016 E ($ in millions) Maintenance Base Pull Through Annuity Streams: Maintenance 19 • Limbach’s contractual main
Slide 20: Strategic Acquisitions
Limbach’s access to capital will enable pursuit of unique acquisition opportunities that can integrate ideally into its geographic / service expansion model Strategic Acquisitions Attractive Acquisition Environment Geography Integrated MEP Platform • Highly fragmented industry dominated by small, si
Slide 21: Depth of Limbach's Leadership Team
Depth of Limbach’s Leadership Team 21 Experienced Management Team Assembled to Lead Limbach During its Expansion Chief Executive Officer EVP, Chief Operating Officer EVP, Chief Financial Officer EVP, Maintenance & Service Director of Human Relations SVP, Chief Learning Officer President, Engineering
Slide 22: Prior SPAC – E&C Company Mergers Have Been Very Successful
Prior SPAC – E&C Company Mergers Have Been Very Successful • Hill International (HIL) • Merger took place in Q2 of 2006 • Enterprise value at June 30, 2006 was estimated at ~$98 million • Current Enterprise Value of $294 million • 10 year CAGR of 11.6% • Primoris Corp (PRIM) • Merger took place in Q
Slide 23: Financial Performance – Strong Backlog / EBITDA Growth
Financial Performance – Strong Backlog / EBITDA Growth Rate Historical Performance Comments • Strong forward visibility with large backlog and revenue coverage • Growth of recurring, higher margin maintenance services provides stability and improved profit mix • Competing on capabilities vs. price a
Slide 24: Historical Balance Sheet
($ in thousands) 12/31/2015 3/31/2016 Cash $6,107 $21 Restricted Cash 63 63 Accounts Receivable, Net of Allowance 85,357 91,410 Gross Underbillings 20,745 22,281 Advances and Equity in Joint Ventures, Net 6 6 Other Current Assets 1,793 1,875 Total Current Assets $114,071 $115,656 Property and Equipm
Slide 25: Comparable Companies Analysis
Comparable Companies Analysis 25 Data as of June 2, 2016 Sources: Capital IQ, Yahoo Finance June 2, June 2, June 2, 2016 CY LTM 2016 CY LTM LTM 2016 CY Company 2016 2016 2016 Estimate Estimate Estimate Share Market Enterprise EV/ EV/ Net Price / Price / Price Cap Value EBITDA EBITDA EBITDA EBITDA In