As filed with the Securities and Exchange Commission on December 7, 2016

Registration No. 333-214838

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

Amendment No. 1
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

Limbach Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware		1700		46-5399422
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

 

31-35^th Street
Pittsburgh, Pennsylvania 15201
(412) 359-2100

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

Charles A. Bacon III
Chief Executive Officer
Limbach Holdings, Inc.
31-35^th Street
Pittsburgh, Pennsylvania 15201
Tel: (412) 359-2100

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

Copies to:

Joel L. Rubinstein, Esq. Elliott M. Smith, Esq. Winston & Strawn LLP 200 Park Avenue New York, New York 10166-4193 Tel: (212) 294-6700 Fax: (212) 294-4700		Scott Wright, Esq. General Counsel Limbach Holdings, Inc. 31-35th Street Pittsburgh, Pennsylvania 15201 Tel: (412) 359-2100		Christopher J. Voss, Esq. David B. Allen, Esq. K&L Gates LLP 925 Fourth Avenue, Suite 2900 Seattle, Washington 98104-1158 Tel: (206) 623-7580 Fax: (206) 623-7022

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o		Accelerated filer o		Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company x

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED DECEMBER 7, 2016

PROSPECTUS

1,581,700 Shares

Limbach Holdings, Inc.

Common Stock

We are offering 1,206,700 shares of our common stock. The selling stockholders identified in this prospectus are offering 375,000 shares of our common stock. We will not receive any of the proceeds from the sale of shares being sold by the selling stockholders.

Our common stock is listed on The Nasdaq Capital Market under the symbol “LMB”. On December 6, 2016, the last sale price of our common stock on The Nasdaq Capital Market was $14.20 per share.

Investing in our common stock involves risk. See “Risk Factors” beginning on page 9.

We are an “emerging growth company” under the federal securities laws and have elected to take advantage of certain reduced public company reporting requirements for this prospectus and future filings.

		Per Share				Total
Public offering price		$				$
Underwriting discounts and commission(1)		$				$
Proceeds to us, before expenses		$				$
Proceeds to the selling stockholders, before expenses		$				$

The underwriters have an option to purchase up to an additional 237,300 shares from us at the public offering price, less the underwriting discount, within 30 days from the date of this prospectus.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares of common stock to investors on or about            , 2016.

D.A. Davidson & Co.         Craig-Hallum Capital Group

The date of this prospectus is              , 2016.

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Prospectus Summary			1
Risk Factors			9
Cautionary Note Regarding Forward-Looking Statements			25
Use of Proceeds			26
Dividend Policy			27
Capitalization			28
Dilution			29
Price Range of Securities			30
Unaudited Pro Forma Condensed Combined Financial Information			31
Management’s Discussion and Analysis of Financial Condition and Results of Operations			36
Business			68
Management			79
Executive Compensation			84
Certain Relationships and Related Party Transactions			92
Principal and Selling Stockholders			93
Description of Securities			95
Shares Eligible for Future Sale			103
United States Federal Income Tax Considerations			105
Underwriting			109
Legal Matters			113
Experts			113
Where You Can Find More Information			113
Index to Consolidated Financial Statements			F-1

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About this Prospectus

You should rely only on the information contained in this prospectus. We, the selling stockholders and the underwriters have not authorized anyone to provide you with different or additional information. We, the selling stockholders and the underwriters are not making an offer of these securities in any jurisdiction where the offer is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

Unless we state otherwise or the context otherwise requires, references in this prospectus to “we,” “our,” “us”, “the Company” or “Successor” are to Limbach Holdings, Inc., a Delaware corporation, together with our consolidated subsidiaries, following the consummation of the business combination we consummated on July 20, 2016, whereby we acquired all of the outstanding equity of Limbach Holdings LLC (the “Business Combination”), and any such references relating to periods prior to the Business Combination, including to “Limbach Holdings LLC” or “Limbach” refer to Limbach Holdings LLC, our accounting predecessor in the Business Combination. References to “1347 Capital” are to our company prior to completion of the Business Combination when we were a blank check company with nominal operations. In the Business Combination, we were deemed the accounting acquirer and successor of Limbach Holdings LLC. Upon the closing of the Business Combination, we changed our name to Limbach Holdings, Inc.

Market and Industry Data

Within this prospectus, we reference certain market and industry data and other statistical information. We have obtained this data and information from various independent, third party industry sources and publications. Nothing in the data or information used or derived from third party sources should be construed as advice. Some data and other information are also based on our good faith estimates, which are derived from our review of internal surveys and independent sources. We believe that these external sources and estimates are reliable, but have not independently verified them. Statements as to our market position are based on market data currently available to us. Although we are not aware of any misstatements regarding the economic, employment, industry and other market data presented herein, these estimates involve inherent risks and uncertainties and are based on assumptions that are subject to change.

Implications of Being an Emerging Growth Company

We qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies. As an emerging growth company:

In this prospectus we have elected to take advantage of the reduced disclosure requirements relating to executive compensation, and in the future we may take advantage of any or all of these exemptions for so long as we remain an emerging growth company. We will remain an emerging growth company until the earliest of (i) the end of the fiscal year during which we have total annual gross revenues of $1.0 billion or more, (ii) December 31, 2019, (iii) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt and (iv) the date on which we are deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended.

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In addition to the relief described above, the JOBS Act permits us an extended transition period for complying with new or revised accounting standards affecting public companies. We have determined to take advantage of this extended transition period, which means that the financial statements included in this prospectus, as well as any financial statements that we file in the future, will not be subject to all new or revised accounting standards generally applicable to other public companies that are not emerging growth companies.

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PROSPECTUS SUMMARY

This summary highlights selected information contained in this prospectus. It does not contain all the information that you should consider before deciding to invest in our common stock. You should read the entire prospectus carefully, including the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections, and the historical financial statements and the accompanying notes included in this prospectus.

We are a commercial specialty contractor in the areas of heating, ventilation, air-conditioning (“HVAC”), plumbing, electrical and building controls for the design and construction of new and renovated buildings, maintenance services, energy retrofits and equipment upgrades. Across the U.S., we provide comprehensive facility services consisting of mechanical construction, full HVAC service and maintenance, energy audits and retrofits, engineering and design build services, constructibility evaluation, equipment and materials selection, offsite/prefab construction, and the complete range of sustainable building solutions and practices. Our customers include private enterprises as well as federal, state, and local public agencies located in Florida, California, Massachusetts, New Jersey, Pennsylvania, Maryland, Washington D.C., Virginia, West Virginia, Ohio and Michigan.

We operate our business in two segments: (i) Construction, in which we generally manage large construction or renovation projects that involve primarily HVAC, plumbing, sheet metal fabrication and installation, specialty piping and electrical services; and (ii) Services, in which we provide facility maintenance or general construction services primarily related to HVAC, plumbing or electrical services. Our market sectors primarily include the following:

These sectors are projected by FMI (a leading third party consultant to the engineering and construction industry) to experience strong growth through 2020, as noted in FMI’s 2016 Construction Outlook, Second Quarter report. We are focused on expanding our top four sectors noted above (Healthcare, Education, Sports & Amusement, and Transportation), leveraging our core areas of expertise and targeting projects with optimal risk/reward characteristics.

Our subsidiary divisions include the Limbach Company, which operates in regions that utilize organized union labor in New England, Eastern Pennsylvania, Western Pennsylvania, New Jersey, Ohio, Michigan and the Mid-Atlantic region; Limbach of Southern California, operating in Southern California as a union operation; and Harper Limbach, our non-union, or “open shop” division, which operates in Florida. All business units provide design, construction and maintenance services.

Among our core growth strategies is to offer design, construction and maintenance services for HVAC, plumbing and electrical in all of our branch operations. Over the coming years, we plan to equip each of our business units with the ability to provide this combined offering. This combined approach is appealing to building owners who own and operate facilities with complex HVAC, plumbing and electrical systems. Complex systems lend themselves to delivery methodologies that fit our integrated business model, including design/assist, design/build and integrated project delivery. We believe that few specialty construction

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companies in the United States offer fully-integrated HVAC, plumbing and electrical services. We believe our integrated approach provides a significant competitive advantage, especially when combined with our proprietary design and production software systems. Our integrated approach allows for increased prefabrication of HVAC components, improves cycle times for project delivery and reduces risks associated with onsite construction.

In 2015, we were ranked the 12^th largest mechanical contractor by Engineering News Record, with revenues of $331.3 million, an improvement of 12.5% over 2014 revenues. Our Construction revenues totaled $273.6 million in 2015, an 11.9% improvement over 2014. Our Service revenues totaled $57.8 million in 2015, an improvement of 15.6% over 2014. In addition to HVAC and plumbing services, we also provide electrical design, installation and maintenance services in our Mid-Atlantic business unit. We envision a further expansion into the electrical business across the rest of our company, following what we believe was a successful initial expansion of these services in the Mid-Atlantic region.

Our services primarily include the following categories:

Our Specialty Contracting services for general contractors, construction managers and energy services companies (“ESCOs”), include the following features and services:

We possess the abilities to provide design services in-house through our Innovation and Design Center located in Orlando, Florida. We sell the majority of our services by leading with our engineered solutions, which we believe are viewed as highly valued by our select customer base and drive higher margin outcomes.

Our near-term sales pipeline remains adequate for both construction and maintenance contracts. Industry forecasting by FMI, the American Institute of Architects (“AIA”) and other industry publications project continued growth in all of our sectors in the near and midterm. Combining the expansion of the market opportunities, our competitive differentiation and the growth strategies we are employing, we believe we will continue to realize steady sales and improve margin opportunities.

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Operational Strengths

We believe our competitive strengths make us a unique provider within our industry:

We are a Nationally Respected Brand.  We are known for delivering a painless process from a customer point-of-view. We deliver systems that work and are economical and easy to operate and maintain. We listen to our customers and understand their expectations. We communicate with our customers throughout the process to validate that we are exceeding expectations. We are known for excellence in the critical start-up and commissioning phase of complex HVAC, plumbing and electrical systems.

Solid Core Purpose, True Core Values and a Vision for Growth.  From the technician in the field to the leadership of the company, we focus on caring for people. Our core purpose “is to create great opportunities for people”, as demonstrated by the leadership teams in every business unit. We have implemented internal development programs, led by our Chief Learning Officer, which allow us to attract and retain talent and emphasize the importance of promoting from within. Our core values reflect who we are and have been tested successfully several times over. We care about our people and believe our approach provides a competitive advantage. We believe we have strong employee retention rates as a result of our ability to hire, develop and retain top industry talent.

Engineering-Led Sales through LEDS.  One of our primary competitive advantages is Limbach Engineering & Design Services (“LEDS”), our in-house design engineering, preconstruction and cost estimating service. When we provide design/assist services, LEDS contributes technical input, cost planning, logistical planning, schedule and design peer review in an effort to assist the owner, architect, engineer and construction manager/general contractor (“CM/GC”) in delivering the desired scope for the owner’s approved budget. We believe LEDS creates savings for our customers by significantly reducing their building system budgeted costs. This capability provides us with a competitive advantage, since few of our HVAC, plumbing or electrical competitors employ in-house design engineering, pre-construction and cost estimating services.

Proprietary LMPS System to Design, Estimate, Coordinate and Fabricate.   We believe our technology platform, Limbach Modeling and Production System (“LMPS”), provides another competitive advantage. We have invested in developing our own, proprietary bid-design-production system. We designed and built the system around lean principles that eliminate waste and improve productivity. These principles deliver value to our building owners and improve our gross margin. Applied at the commencement of a contract, LMPS provides real time estimating tied to the creation of a 3D model, commonly known in the industry as Building Information Modeling (“BIM”). Coordination of system design and installation procedures is updated regularly through LMPS. LMPS provides our team members with the ability to provide real-time, “what-if” planning options and scenarios with the conventional stops-and-starts of the design/value engineering/redesign process. Once design, cost, logistical planning and schedule are finalized in LMPS, the system is used to generate fabrication drawings for our scope of work. This process leads to prefabricated solutions, reducing our onsite construction time, improving safety, and enhancing our profit margins.

Fabrication Capability.  Our company maintains fabrication facilities in each primary business unit. All business units include pipe prefabrication and most have some sheet metal assembly capability. Two of our business units have full sheet metal production lines (Ohio and Michigan). Our in-house production facilities provide opportunities for better process control and enhanced gross profit. Our plants only provide production for our own needs and we do not provide production for any third parties. Using industry available software, we have assembled a system that allows us to manage our complete material, fabrication and installation workflows in a very efficient and cost effective way. As we continue to execute our strategic plan, we anticipate adding electrical and fire protection elements, allowing Limbach to offer a complete design and production system for all building services.

Experienced Executive Team.   Our Chief Executive Officer (“CEO”) has over 33 years of industry experience, including 12 years as CEO of Limbach. Prior to joining Limbach, our CEO served as chief executive officer of the North and South American business unit for the global commercial development and construction management firm, Lend Lease. Our Chief Operating Officer has been with Limbach for 28 years. He started out of college and worked his way up to his current position. The Chief Financial Officer brings 30 years of experience in the industry, with a keen understanding of the risks and opportunities with specialty contractors. Our EVP of Service & Maintenance has 34 years of experience in the industry, the last nine with

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Limbach, driving the growth of our maintenance business line. Our President of LEDS has 34 years’ experience in the industry. His skills and leadership are a strong reason for the remarkable growth we have enjoyed and he is integral to our customer relationships. We recently added a new position, SVP of Sales & Marketing to improve our go-to-market services, targeting more direct to owner business opportunities. Our SVP Sales & Marketing brings 35 years of selling experience in the industry. These individuals and our other leaders form a collective team that is highly focused on achieving our vision and stated goals.

Consistent History of Managing Construction Projects and Contract Risk.   Our long and successful track record gives us a solid understanding of how to manage risks. Our General Counsel and Chief Financial Officer bring highly skilled financial, legal and risk management expertise to Limbach. We have established limits of authority and other critical risk management processes to help our executives understand how to execute our work and manage risk. While we value our customers, we also work hard to reach reasonable contracts with fair terms. In many contractual relationships, we deploy pre-negotiated, standard rider agreements with our major and repeat customers, eliminating the need to negotiate every new contract. Our business units are led by talented leaders that have entrepreneurial skills. The business unit leaders carefully review each market opportunity, determine the strategic fit, assess resources available to execute the specific type of project, and score the opportunity according to our criteria.

Longstanding Customer Relationships.   We carefully screen, identify, secure and maintain mutually beneficial customer relationships. Some of our larger, well-known building owner customers include Disney Imagineering, Hospital Corporation of America, Honda, Ohio Health, Nationwide Children’s Hospital, Boston Medical Center, University of Pennsylvania, University of Southern California, University of Pittsburgh, Michigan State University, Harvard University, MGM Casinos and The Broad Art Museum. Key general contractor/construction manager (“GC/CM”) customers include Turner Construction, Skanska, Barton Malow, Lend Lease, Gilbane, Hensel Phelps, Suffolk Construction, Clark Construction, Whiting-Turner, Brasfield & Gorrie and many others. We proactively manage account plans and relationships, from the senior-most level down to the field level.

Growth Strategies

We have implemented the following strategies to drive growth in our business and, ultimately, to enhance stockholder value:

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Financial Outlook

Full Year 2016 Outlook

For fiscal year 2016, we reiterate our previously issued guidance of revenue of at least $407 million and Adjusted EBITDA of at least $17 million.

Full Year 2017 Outlook

For fiscal year 2017, we reiterate our previously issued revenue guidance of between $450 million and $490 million and Adjusted EBITDA guidance of between $18 million and $20 million.

Adjusted EBITDA is a non-GAAP financial measure and should be read in conjunction with “Non-GAAP Measures” under the section titled “Management’s Discussion and Analysis of Financial Conditions and Results of Operations.” We define Adjusted EBITDA as net income, plus depreciation and amortization expense, interest expense, taxes, and non-operating expenses such as management and consulting fees. We believe that Adjusted EBITDA is meaningful to our investors to enhance their understanding of our financial performance for the current period exclusive of expenses that will not reoccur. We understand that Adjusted EBITDA is frequently used by securities analysts, investors and other interested parties as a measure of financial performance and to compare our performance with the performance of other companies that report Adjusted EBITDA. Our calculation of Adjusted EBITDA, however, may not be comparable to similarly titled measures reported by other companies. When assessing our operating performance, investors and others should not consider this data in isolation or as a substitute for net income calculated in accordance with GAAP. Further, the results presented by Adjusted EBITDA cannot be achieved without incurring the costs that the measure excludes.

With respect to projected fiscal 2016 and 2017 Adjusted EBITDA, a quantitative reconciliation is not available without unreasonable efforts due to the high variability, complexity and low visibility with respect to taxes and the final accounting of the Business Combination, which are excluded from Adjusted EBITDA. We expect the variability of these items to have a potentially unpredictable, and potentially significant, impact on our future GAAP financial results.

These estimated results for full years 2016 and 2017 are forward-looking statements based on management’s estimates as of the date hereof, and our actual results may be materially different from these estimated results. They are preliminary, unaudited and reflect management’s current views with respect to future results and may change as a result of industry or other developments through year-end 2016 or 2017, as applicable, management’s review of our actual results and other factors, including, among others, our ability to realize our backlog, unexpected costs associated with operating our business and the performance of our business. These expected financial results are based upon a number of assumptions and estimates that are in turn based on our analysis of the various factors which currently, and could in the future, impact our business. Our actual results for the full years 2016 and 2017 may differ materially from the estimates set out in this prospectus if any of our assumptions prove incorrect. We assume no obligation to update any forward-looking statement as a result of new information, future events or other factors. Accordingly, you should not place undue reliance on these estimated results and they should not be viewed as a substitute for our historical financial information presented elsewhere in this prospectus, including our audited consolidated financial statements and the related notes. Our independent registered public accounting firm has not audited, reviewed or performed any procedures with respect to these estimated results and does not express any opinion or any other form of assurance with respect thereto.

Corporate History and Information

We are a Delaware corporation originally formed in April 2014 as a blank check company for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more target businesses. On July 20, 2016, we completed the Business Combination whereby we acquired all the outstanding equity in Limbach Holdings LLC and changed our name to Limbach Holdings, Inc.

Our principal executive office is located at 31-35^th Street, Pittsburgh, Pennsylvania 15201 and our telephone number is (412) 359-2100.

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SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA

Prior to the Business Combination, we were a blank check company with nominal operations. On July 20, 2016, we completed the Business Combination, whereby we acquired Limbach Holdings LLC through a merger pursuant to which Limbach Holdings LLC became our wholly owned subsidiary. In the Business Combination, we were deemed the accounting acquirer and Limbach Holdings LLC was deemed the acquiree, and our accounting predecessor. As a result of the application of the acquisition method of accounting as of the effective time of the Business Combination, the accompanying summary historical financial information includes a black line division which indicates that the Predecessor and Successor reporting entities shown are presented on a different basis and are, therefore, not comparable. The period presented from July 20, 2016 through September 30, 2016 is the “Successor” period. The periods presented from July 1, 2016 through July 19, 2016 and January 1, 2016 through July 19, 2016, as well as the relevant 2015 periods, are the “Predecessor” periods.

The following table sets forth summary historical financial information that is presented as of December 31, 2015 and 2014 (Predecessor), and September 30, 2016 (Successor), and for the pre-acquisition periods for the years ended December 31, 2015 and 2014 (Predecessor), from January 1, 2015 through September 30, 2015 (Predecessor), from January 1, 2016 through July 19, 2016 (Predecessor) and the post-acquisition period from July 20, 2016 through September 30, 2016 (Successor). The financial information for the pre-acquisition periods from January 1, 2015 through September 30, 2015 (Predecessor), from January 1, 2016 through July 19, 2016 (Predecessor) and the post acquisition period from July 20, 2016 through September 30, 2016 (Successor) is derived from the unaudited condensed consolidated financial statements of the Company included elsewhere in this prospectus. The financial information as of December 31, 2015 (Predecessor) and for the years ended December 31, 2015 and 2014 (Predecessor) is derived from the audited consolidated financial statements of Limbach Holdings LLC, our accounting predecessor, included elsewhere in this prospectus.

The historical financial information of 1347 Capital, prior to the Business Combination (a special purpose acquisition company, or SPAC) has not been reflected in the Predecessor financial statements as these historical amounts have been considered de minimis. SPACs deposit the proceeds from their initial public offerings into a trust account until a business combination occurs, where such funds are then used to either pay consideration for the acquiree or stockholders who elect to redeem their shares of common stock in connection with the vote to approve such business combination, and the SPAC operations until the closing of a business combination are nominal and de minimis. Accordingly, no other activity in the Company was reported for periods prior to July 19, 2016 besides Limbach Holding LLC’s operations as Predecessor.

Management has prepared the unaudited consolidated financial information set forth below on the same basis as our audited consolidated financial statements and have included all adjustments, consisting of only normal recurring adjustments, that it considers necessary for a fair presentation of our financial position and operating results for such periods. Our historical results are not necessarily indicative of the results to be expected in any future period, and our interim results are not necessarily indicative of the results to be expected for the full fiscal year. You should read the following summary financial information in conjunction with the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and the related notes appearing elsewhere in this prospectus.

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		Successor				Predecessor
		July 20, 2016 through September 30, 2016				January 1, 2016 through July 19, 2016				January 1, 2015 through September 30, 2015				Years Ended December 31,
														2015				2014
														(in thousands)
Statement of Operations Data:
Contract revenues		$	91,889			$	221,391			$	239,570			$	331,350			$	294,436
Cost of contract revenues			79,818				192,911				207,320				285,938				255,381
Gross profit			12,071				28,480				32,250				45,412				39,055
General and administrative expenses			10,207				24,015				27,454				37,767				33,972
Income (loss) from operations			410				4,465				4,796				7,645				5,083
Other income (expense), net			(21	)			1				4				(73	)			37
Interest expense			(853	)			(1,898	)			(2,361	)			(3,200	)			(3,134	)
Total other expense, net			(874	)			(1,897	)			(2,357	)			(3,273	)			(3,097	)
Net income (loss)			(464	)			2,568				2,439			$	4,372			$	1,986
Balance Sheet Data:
Cash		$	546				—				—			$	6,107			$	8,612
Accounts Receivable			122,306				—				—				85,357				73,858
Costs and Earnings in Excess of Billings			28,612				—				—				20,745				12,896
Total assets			208,118				—				—				127,329				109,270
Accounts Payable			48,997				—				—				42,569				39,911
Billings in Excess of Costs and Earnings			43,405				—				—				26,272				24,699
Term Debt, Revolver, Sub Debt and Leases			50,778				—				—				33,655				30,070
Total Liabilities			165,024				—				—				119,120				105,309
Total Members’ Equity			32,986				—				—				8,209				3,961
Cash Flow Data:
Net cash provided by operating activities		$	(15,383	)		$	1,639			$	(7,455	)		$	606			$	4,131
Net cash used in investing activities			(13,013	)			(2,107	)			(797	)			(2,322	)			(818	)
Net cash used in financing activities			28,682				(5,401	)			(157	)			(788	)			(5,571	)

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THE OFFERING

Unless otherwise indicated, all information in this prospectus relating to the number of shares of our common stock to be outstanding immediately after this offering:

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RISK FACTORS

Investing in our common stock involves a high degree of risk. Before you decide to invest, you should carefully consider the risks described below, together with all other information included in this prospectus. We believe the risks described below are the risks that are material to us. Any of the following risks, as well as risks that we do not know or currently deem immaterial, could have a material adverse effect on our business, financial condition, results of operations and growth prospects. In that case, you could experience a partial or complete loss of your investment.

Risks Related to Our Business

Certain of the markets where we work have not experienced a full recovery of construction activity coming out of the most recent economic downturn.

Construction activity and opportunity in certain markets in Ohio and Western Pennsylvania has not returned to pre-recessionary levels. Competition in these markets remains intense. This lack of construction activity may materially and adversely affect our business because our business is dependent on levels of construction activity.

Our contract backlog is subject to unexpected adjustments and cancellations and could be an uncertain indicator of our future earnings.

We cannot guarantee that the revenues projected in our contract backlog will be realized or, if realized, will be profitable. Projects reflected in the contract backlog may be affected by project cancellations, scope adjustments, time extensions or other changes. Such changes may adversely affect the revenue and profit we ultimately realize on these projects.

Because we bear the risk of cost overruns in most of our contracts, we may experience reduced profits or, in some cases, losses if costs increase above estimates.

Our contract prices are established largely upon estimates and assumptions of our projected costs, including assumptions about: future economic conditions; prices, including commodities prices; availability of labor, including the costs of providing labor, equipment, and materials; and other factors outside our control. If our estimates or assumptions prove to be inaccurate, if circumstances change in a way that renders assumptions and estimates inaccurate or we fail to successfully execute the work, cost overruns may occur and we could experience reduced profits or a loss for affected projects. For instance, unanticipated technical problems may arise; we could have difficulty obtaining permits or approvals; local laws, labor costs or labor conditions could change; bad weather could delay construction; raw materials prices could increase; suppliers or subcontractors may fail to perform as expected; or site conditions may be different than expected. We are also exposed to increases in energy prices. Additionally, in certain circumstances, we guarantee project completion or the achievement of certain acceptance and performance testing levels by a scheduled date. This includes our performance contracting services tied to energy savings on retrofitted energy conservation projects. Failure to meet schedule or performance requirements typically results in additional costs to us, and in some cases may also create liability for consequential and liquidated damages. Performance problems for existing and future projects could cause our actual results of operations to differ materially from those anticipated and could damage our reputation within the industry and our customer base.

The costs incurred and gross profit realized on our contracts can vary, sometimes substantially, from the original projections due to a variety of factors, including, but not limited to:

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Many of our contracts with our customers contain provisions that purport to shift some or all of the above risks from the customer to us, even in cases where the customer is partly at fault. We are not always able to shift this risk to subcontractors. Our experience has often been that customers are willing to negotiate equitable adjustments in the contract compensation or completion time provisions if unexpected circumstances arise. However, customers may seek to impose contractual risk-shifting provisions more aggressively, which could increase risks and adversely affect our cash flow, earnings and financial position.

Intense competition in our industry could reduce our market share and profit.

The markets we serve are highly fragmented and competitive. The industry is characterized by many small companies whose activities are geographically concentrated. We compete on the basis of our technical expertise and experience, financial and operational resources, industry reputation and dependability. While we believe our customers consider a number of these factors in awarding available contracts, a large portion of our work is awarded through a bid process. Consequently, price is often the principal factor in determining which contractor is selected, especially on smaller, less complex projects. Smaller competitors are sometimes able to win bids for these projects based on price alone due to their lower cost and financial return requirements. We expect competition to intensify in the industry, presenting us with significant challenges in our ability to maintain strong growth rates and acceptable profit margins. We also expect increased competition from in-house service providers, because some of our customers have employees who perform service and maintenance work similar to the services we provide. Vertical consolidation is also expected to intensify competition in the industry. If we are unable to meet these competitive challenges, we will lose market share to our competitors and experience an overall reduction in our profits. In addition, our profitability will be impaired if we have to reduce prices to remain competitive.

Our business has union and open shop operations, subjecting the business to risk for labor disputes.

We have separate subsidiary employers that have union and non-union operations. Our Company regularly reviews our organizational structure for compliance with all contractual and legal obligations. Our management and professional advisors believe that the Company is properly organized, but there is a risk that the structure and operations could be challenged by one of the unions. An adverse claim or judgment resulting from such a challenge could have a material adverse effect on our operations.

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Our success depends upon the continuing contributions of certain key personnel, each of whom would be difficult to replace. If we lose the benefit of the experience, efforts and abilities of one or more of these individuals, our operating results could suffer.

Our continuing success depends on the performance of our management team. We cannot guarantee the continued employment of any of our key executives who may choose to leave the company for any number of reasons, such as other business opportunities, differing views on strategic direction or other reasons. We rely on the experience, efforts and abilities of these individuals, each of whom would be difficult to replace.

If we are unable to attract and retain qualified managers, employees, joint venture partners and subcontractors, we will be unable to operate efficiently, which could reduce our profitability.

Our business is labor intensive, and many of our operations experience a high rate of employment turnover. At times of low unemployment rates in the United States, it will be more difficult to find qualified personnel in some geographic areas where we operate. Additionally, our business is managed by a small number of key executive and operational officers. Generally, the industry is facing a shortage of trained, skilled, and qualified management, operational, and field personnel. We may be unable to hire and retain the sufficient skilled labor force necessary to operate efficiently and to support our growth strategy. Changes in general or local economic conditions and the resulting impact on the labor market and on our joint venture partners may make it difficult to attract or retain qualified individuals in the geographic areas where we perform our work. Our labor expenses may increase as a result of a shortage in the supply of skilled personnel. Labor shortages, increased labor costs or the loss of key personnel could reduce our profitability and negatively impact our business. Further, our relationship with some customers could suffer if we are unable to retain the employees with whom those customers primarily work and have established relationships.

Our inability to properly utilize our workforce could have a negative impact on our profitability.

The extent to which we utilize our workforce affects our profitability. Underutilizing the workforce could result in lower gross margins and, consequently, a decrease in short-term profitability. On the other hand, overutilization of our workforce could negatively impact safety, employee satisfaction and project execution, leading to a potential decline in future project awards. The utilization of our workforce is impacted by numerous factors, including:

Our failure to comply with immigrant labor regulations could affect our business.

In certain markets, we rely heavily on immigrant labor. We have taken steps that we believe are sufficient and appropriate to ensure compliance with immigration laws. However, we cannot provide assurance that our management has identified, or will identify in the future, all illegal immigrants who work for us. The failure to identify illegal immigrants who work for us may result in fines or other penalties being imposed upon the company, which could have a material adverse effect on our operations, results of operations and financial condition.

Our participation in construction joint ventures exposes us to liability and/or harm to our reputation for failures of our partners.

As part of our business, we are a party to joint venture arrangements, pursuant to which we typically jointly bid on and execute particular projects with other companies in the construction industry. Success on these joint projects depends upon the various risks discussed in these “Risk Factors” and on whether our joint venture partners satisfy their contractual obligations.

We and our joint venture partners are generally jointly and severally liable for all liabilities and obligations of the joint ventures. If a joint venture partner fails to perform or is financially unable to bear its

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portion of required capital contributions or other obligations, including liabilities stemming from lawsuits, we could be required to make additional investments, provide additional services or pay more than our proportionate share of a liability to make up for our partner’s shortfall. Furthermore, if we are unable to adequately address our partner’s performance issues, the customer may terminate the project, which could result in legal liability to us, harm to our reputation and reduction to our profit on a project.

We may be unable to identify and contract with qualified Disadvantaged Business Enterprise (“DBE”) contractors to perform as subcontractors.

Certain of our projects contain minimum DBE participation clauses. If we subsequently fail to complete these projects with the minimum DBE participation, we may be held responsible for breach of contract, which may include restrictions on our ability to bid on future projects, as well as monetary damages. To the extent we are responsible for monetary damages, the total costs of the project could exceed the original estimates, we could experience reduced profits or a loss for that project, and there could be a material adverse impact to our financial position, results of operations, cash flows and liquidity.

Strikes or work stoppages could have a negative impact on our operations and results.

We are party to collective bargaining agreements covering a majority of our craft workforce. Although strikes, work stoppages and other labor disputes have not had a significant impact on our operations or results in the past, such labor actions, or an inability to renew the collective bargaining agreements, could have a significant impact on our operations and results if they occur in the future.

Timing of the award and performance of new contracts could have an adverse effect on our operating results and cash flow.

A substantial portion of our revenues and earnings is generated from large-scale project awards. The timing of project awards is unpredictable and outside of our control. Awards, including expansions of existing projects, often involve complex and lengthy negotiations and competitive bidding processes. These processes can be impacted by a wide variety of factors, including a customer’s decision to not proceed with the development of a project, governmental approvals, financing contingencies, commodity prices, environmental conditions, and overall market and economic conditions. We may not win contracts that we have bid upon due to price, a customer’s perception of our ability to perform and/or perceived technology advantages held by others. Many of our competitors may be more inclined to take greater or unusual risks or terms and conditions in a contract that we might not deem acceptable. Because a significant portion of our revenues is generated from large projects, our results of operations can fluctuate quarterly and annually depending on whether and when large project awards occur and the commencement and progress of work under large contracts already awarded. As a result, we are subject to the risk of losing new awards to competitors or the risk that revenue may not be derived from awarded projects as quickly as anticipated.

The uncertainty of the timing of contract awards may also present difficulties in matching the size of our work crews with contract needs. In some cases, we may maintain and bear the cost of more ready work crews than are currently required, in anticipation of future needs for existing contracts or expected future contracts. If a contract is delayed or an expected contract award is not received, we would incur costs that could have a material adverse effect on our anticipated profit.

In addition, the timing of the revenues, earnings and cash flows from our contracts can be delayed by a number of factors, including adverse weather conditions; other subcontractors delaying the progression of proceeding work; delays in receiving material and equipment from suppliers and services from subcontractors; and changes in the scope of work to be performed. Such delays, if they occur, could have adverse effects on our operating results for current and future periods until the affected contracts are completed.

Design-build contracts subject us to the risk of design errors and omissions.

Design-build is increasingly being used as a method of project delivery as it provides the customer with a single point of responsibility for both design and construction. When we are awarded these projects we typically perform the design and engineering work in-house. In the event of a design error or omission by us causing damages, there is risk that we, the subcontractor or the respective professional liability insurance or

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errors and omissions insurance would not be able to absorb the liability. Any liabilities resulting from an asserted design defect with respect to our construction projects may have a material adverse effect on our financial position, results of operations and cash flows.

Our dependence on a limited number of customers could adversely affect our business and results of operations.

Due to the size and nature of our regional construction contracts, one or a few customers have in the past, and may in the future, represent a substantial portion of our consolidated revenues and gross profits in any one year or over a period of several consecutive years. Similarly, our backlog frequently reflects multiple contracts for certain customers; therefore, one customer may comprise a significant percentage of backlog at a certain point in time. The loss of business from any one of such customers could have a material adverse effect on our business or results of operations. Also, a default or delay in payment on a significant scale by a customer could materially adversely affect our business, results of operations, cash flows and financial condition.

Our dependence on subcontractors and suppliers of materials could increase our costs and impair our ability to complete contracts on a timely basis or at all, which would adversely affect our profits and cash flow.

We rely heavily on third-party subcontractors to perform some, and often a majority, of the work on many of our contracts. We also rely almost exclusively on third-party suppliers to provide the materials (including pipe, sheet metal and control systems) for our contracts. If we are unable to retain qualified subcontractors or suppliers, or if our subcontractors or suppliers do not perform as anticipated for any reason, our execution and profitability could be harmed. By contract, we remain liable to our customers for the performance or failures of our subcontractors and suppliers.

We generally do not bid on projects unless we have commitments from suppliers for the materials and equipment and from subcontractors for the services required to complete the projects at prices that have been included in the bid. Thus, to the extent that we cannot obtain commitments from our suppliers for materials and equipment, and from subcontractors for services needed, our ability to bid for contracts may be impaired. In addition, if a supplier or subcontractor is unable to deliver materials, equipment or services according to the negotiated terms of a supply/services agreement for any reason, including the deterioration of our financial condition, we may suffer delays and be required to purchase the materials, equipment and services from another source at a higher price or incur other unanticipated costs. This may reduce the profit to be realized, or result in a loss, on a contract.

Earnings for future periods may be impacted by impairment charges for goodwill and intangible assets.

We carry a significant amount of goodwill and identifiable intangible assets on our consolidated balance sheets. Goodwill is the excess of purchase price over the estimated fair value of the net assets of acquired businesses. We assess goodwill for impairment each year, and more frequently if circumstances suggest an impairment may have occurred. We may determine in the future that a significant impairment has occurred in the value of our unamortized intangible assets or fixed assets, which could require us to write off a portion of our assets and could adversely affect our financial condition or reported results of operations.

Actual and potential claims, lawsuits and proceedings could ultimately reduce our profitability and liquidity and weaken our financial condition.

We have been and are likely to continue to be named as a defendant in legal proceedings claiming damages in connection with the operation of our business. These actions and proceedings may involve claims for, among other things, compensation for alleged personal injury, workers’ compensation, employment discrimination, breach of contract, or property damage. In addition, we may be subject to class action lawsuits involving allegations of violations of the Fair Labor Standards Act and state wage and hour laws. Due to the inherent uncertainties of litigation, we cannot accurately predict the ultimate outcome of any such actions or proceedings. We also are, and will likely continue to be, from time to time a plaintiff in legal proceedings against customers, in which we seek to recover payment of contractual amounts we are owed, as well as

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claims for increased costs we incur. When appropriate, we will establish provisions against possible exposures, and adjust these provisions from time to time according to ongoing exposure. If the assumptions and estimates related to these exposures prove to be inadequate or inaccurate, we could experience a reduction in our profitability and liquidity and a weakening of our financial condition. In addition, claims, lawsuits and proceedings may harm our reputation or divert management resources away from operating the business.

We typically warrant the services we provide, guaranteeing the work performed against defects in workmanship and the material we supply. If warranty claims occur, we could be required to repair or replace warrantied items at our cost. In addition, our customers may elect to repair or replace the warrantied item by using the services of another provider and require us to pay for the cost of the repair or replacement. Costs incurred as a result of warranty claims could adversely affect our operating results and financial condition.

Our use of the percentage-of-completion method of accounting could result in a reduction or reversal of previously recorded revenue or profits.

A material portion of our revenue is recognized using the percentage-of-completion method of accounting, which results in recognizing contract revenue and earnings ratably over the contract term in the proportion that our actual costs bear to our estimated contract costs. The earnings or losses recognized on individual contracts are based on estimates of contract revenue, costs and profitability. We review our estimates of contract revenue, costs and profitability on an ongoing basis. Prior to contract completion, we may adjust our estimates on one or more occasions as a result of change orders to the original contract, collection disputes with the customer on amounts invoiced, or claims against the customer for increased costs incurred by us due to customer-induced delays and other factors. Contract losses are recognized in the fiscal period when the loss is determined. Contract profit estimates are also adjusted in the fiscal period in which it is determined that an adjustment is required. As a result of the requirements of the percentage-of-completion method of accounting, the possibility exists, for example, that we could have estimated and reported a profit on a contract over several periods and later determined, usually near contract completion, that all or a portion of such previously estimated and reported profits were overstated. If this occurs, the full aggregate amount of the overstatement will be reported for the period in which such determination is made, thereby eliminating all or a portion of any profits from other contracts that would have otherwise been reported in such period, or even resulting in a loss being reported for such period. On a historical basis, we believe that we have made reasonably reliable estimates of the progress towards completion on our long-term contracts. However, given the uncertainties associated with these types of contracts, it is possible for actual costs to vary from estimates previously made, which may result in reductions or reversals of previously recorded revenue and profits.

A significant portion of our business depends on our ability to provide surety bonds. Any difficulties in the financial and surety markets may adversely affect our bonding capacity and availability.

In the past we have expanded, and it is possible will continue to expand, the number and percentage of total contract dollars that require an underlying construction surety bond (bid, payment, and performance bonds). Historically, surety market conditions have experienced times of difficulty as a result of significant losses incurred by many surety companies and the results of macroeconomic trends outside of our control. Consequently, during times when less overall bonding capacity is available in the market, surety terms have become more expensive and more restrictive. As such, we cannot guarantee our ability to maintain a sufficient level of bonding capacity in the future, which could preclude our ability to bid for certain contracts or successfully contract with some customers. Additionally, even if we continue to be able to access bonding capacity to sufficiently bond future work, we may be required to post collateral to secure bonds, which would decrease the liquidity we would have available for other purposes. Our surety providers are under no commitment to guarantee our access to new bonds in the future; thus, our ability to access or increase bonding capacity is at the sole discretion of our surety providers. If our surety companies were to limit or eliminate our access to bonds, the alternatives would include seeking bonding capacity from other surety companies, increasing business with clients that do not require bonds and posting other forms of collateral for project performance, such as letters of credit or cash. We may be unable to secure these alternatives in a timely manner, on acceptable terms, or at all. As such, if we were to experience an interruption or reduction in the availability of bonding capacity, it is likely we would be unable to compete for or work on certain projects.

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We place significant decision making powers with our subsidiaries’ management, which presents certain risks.

We believe that our practice of placing significant decision making powers with local management is important to our successful growth and allows us to be responsive to opportunities and to customers’ needs. However, this practice presents certain risks, including the risk that we may be slower or less effective in our attempts to identify or react to problems affecting an important business than we would under a more centralized structure, or that we would be slower to identify a misalignment between a subsidiary’s and our overall business strategy. Further, if a subsidiary location fails to follow our compliance policies, we could be made party to a contract, arrangement or situation that requires the assumption of large liabilities or has less advantageous terms than is typically found in the market.

Information technology system failures, network disruptions or cyber security breaches could adversely affect our business.

We use sophisticated information technology systems, networks, and infrastructure in conducting some of our day-to-day operations and providing services to certain customers, including technology used for building designs, project modeling and scheduling. Information technology system failures, including suppliers’ or vendors’ system failures, could disrupt our operations by causing transaction errors, processing inefficiencies, the loss of customers, other business disruptions, or the loss of employee personal information. In addition, these systems, networks, and infrastructure may be vulnerable to deliberate cyber-attacks that interfere with their functionality or the confidentiality of our information or our customers’ data. These events could impact our customers, employees and reputation and lead to financial losses from remediation actions, loss of business or potential liability, or an increase in expense, all of which may have a material adverse effect on our business.

Our insurance policies against many potential liabilities require high deductibles. Additionally, difficulties in the insurance markets may adversely affect our ability to obtain necessary insurance.

Although we maintain insurance policies with respect to our related exposures, these policies are subject to high deductibles; as such, we are, in effect, self-insured for substantially all of our typical claims. Our estimates of liabilities for unpaid claims and associated expenses and the appropriateness of the estimated liability are reviewed and updated quarterly. However, insurance liabilities are difficult to assess and estimate due to the many relevant factors, the effects of which are often unknown, including the severity of an injury, the determination of our liability in proportion to other parties, the number of incidents that have occurred but are not reported, and the effectiveness of our safety program. Our accruals are based on known facts, historical trends (both internal trends and industry averages) and our reasonable estimate of our future expenses. We believe our accruals are adequate. However, our risk management strategies and techniques may not be fully effective in mitigating the risk exposure in all market environments or against all types of risk. If any of the variety of instruments, processes or strategies we use to manage our exposure to various types of risk are not effective, we may incur losses that are not covered by our insurance policies or that exceed our accruals or coverage limits.

Additionally, we typically are contractually required to provide proof of insurance on projects we work on. Historically, insurance market conditions become more difficult for insurance consumers during periods when insurance companies suffer significant investment losses as well as casualty losses. Consequently, it is possible that insurance markets will become more expensive and restrictive. Also, our prior casualty loss history might adversely affect our ability to procure insurance within commercially reasonable ranges. As such, we may not be able to maintain commercially reasonable levels of insurance coverage in the future, which could preclude our ability to work on many projects. Our insurance providers are under no commitment to renew our existing insurance policies in the future; therefore, our ability to obtain necessary levels or kinds of insurance coverage are subject to market forces outside our control. If we are unable to obtain necessary levels of insurance, we likely would be unable to compete for or work on most projects.

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If we experience delays and/or defaults in customer payments, we could be unable to recover all expenditures.

Because of the nature of our contracts, at times we commit resources to projects prior to receiving payments from the customer in amounts sufficient to cover expenditures on projects as they are incurred. Delays in customer payments may require us to make a working capital investment. If a customer defaults in making their payments on a project to which we have devoted resources, it could have a material negative effect on our results of operations.

Misconduct by our employees, subcontractors or partners or our overall failure to comply with laws or regulations could harm our reputation, damage our relationships with customers, reduce our revenue and profits, and subject us to criminal and civil enforcement actions.

Misconduct, fraud, non-compliance with applicable laws and regulations, or other improper activities by one or more of our employees, subcontractors or partners could have a significant negative impact on our business and reputation. Examples of such misconduct include employee or subcontractor theft, the failure to comply with safety standards, laws and regulations, customer requirements, environmental laws, and any other applicable laws or regulations. While we take precautions to prevent and detect these activities, such precautions may not be effective and are subject to inherent limitations, including human error and fraud. Our failure to comply with applicable laws or regulations or acts of misconduct could subject us to fines and penalties, harm our reputation, damage relationships with customers, reduce our revenue and profits, and subject us to criminal and civil enforcement actions.

Failure or circumvention of our disclosure controls and procedures or internal controls over financial reporting could seriously harm our financial condition, results of operations, and business.

We plan to continue to maintain and strengthen internal controls and procedures to enhance the effectiveness of our disclosure controls and internal controls over financial reporting. Any system of controls, however well designed and operated, is based in part on certain assumptions and can provide only reasonable, and not absolute, assurances that the objectives of the system are met. Any failure of our disclosure controls and procedures or internal controls over financial reporting could harm our financial condition and results of operations.

Our management and independent registered public accounting firm have identified internal control deficiencies, which our management and independent registered public accounting firm believe constitute a material weakness and a significant deficiency.

Although we did not engage our independent registered public accounting firm to conduct an audit of our internal control over financial reporting, in connection with the audits of our consolidated financial statements as of December 31, 2015 and 2014 and for each of the three years in the period ended December 31, 2015, our independent registered public accounting firm informed us that they identified a material weakness and significant deficiency relating to our internal control over financial reporting under standards established by the PCAOB. The PCAOB defines a material weakness as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the company’s financial reporting.

The material weakness identified by our independent registered public accounting firm identified the Company as not yet having developed an entity level and financial reporting control environment that is designed with appropriate precision for a public company including journal entry controls, and that the Company currently does not have the accounting department infrastructure to account for complex transactions or to handle SEC reporting requirements.

In addition, during the audits of our consolidated financial statements as of December 31, 2015 and 2014, and for each of the three years in the period ended December 31, 2015, our independent registered public

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accounting firm identified a significant deficiency related to our internal controls over information technology systems, specifically logical security controls.

Although we are in the process of remediating our material weakness and significant deficiency, if our internal control over financial reporting or our related disclosure controls and procedures are not effective, we may not be able to accurately report financial results, prevent fraud or file periodic reports in a timely manner. Our management is required to assess the effectiveness of our disclosure controls and procedures over financial reporting on a quarterly basis. If we are unable to remediate our material weakness and significant deficiency, our management may not be able to conclude that our disclosure controls and procedures or internal control over financial reporting are effective. The inability to remediate this material weakness and significant deficiency may cause investors to lose confidence in our reported financial information and may lead to a decline in the stock price of the combined company.

We have subsidiary operations throughout the United States and are exposed to multiple state and local regulations, as well as federal laws and requirements applicable to government contractors. Changes in laws, regulations or requirements, or a material failure of any of our subsidiaries or us to comply with any of them, could increase our costs and have other negative impacts on our business.

Our 14 locations operate in 24 states, which exposes us to a variety of state and local laws and regulations, particularly those pertaining to contractor licensing requirements. These laws and regulations govern many aspects of our business, and there are often different standards and requirements in different locations. In addition, our subsidiaries that perform work for federal government entities are subject to additional federal laws and regulatory and contractual requirements. Changes in any of these laws, or any of our subsidiaries’ material failure to comply with them, can adversely impact our operations by, among other things, increasing costs, distracting management’s time and attention from other items, and harming our reputation.

As Federal Government Contractors under applicable federal regulations, our subsidiaries are subject to a number of rules and regulations, and our contracts with government entities are subject to audit. Violations of the applicable rules and regulations could result in a subsidiary being barred from future government contracts.

Federal Government Contractors must comply with many regulations and other requirements that relate to the award, administration and performance of government contracts. A violation of these laws and regulations could result in imposition of fines and penalties, the termination of a government contract, or debarment from bidding on government contracts in the future. Further, despite our decentralized nature, a violation at one of our locations could impact the ability of the other locations to bid on and perform government contracts; additionally, because of our decentralized nature, we face risk in maintaining compliance with all local, state and federal government contracting requirements. Prohibition against bidding on future government contracts could have an adverse effect on our financial condition and results of operations.

Past and future environmental, safety and health regulations could impose significant additional costs on us that reduce our profits.

HVAC systems are subject to various environmental statutes and regulations, including the Clean Air Act and those regulating the production, servicing and disposal of certain ozone-depleting refrigerants used in HVAC systems. There can be no assurance that the regulatory environment in which we operate will not change significantly in the future. Various local, state and federal laws and regulations impose licensing standards on technicians who install and service HVAC systems. And additional laws, regulations and standards apply to contractors who perform work that is being funded by public money, particularly federal public funding. Our failure to comply with these laws and regulations could subject us to substantial fines, the loss of licenses or potentially debarment from future publicly-funded work. It is impossible to predict the full nature and effect of judicial, legislative or regulatory developments relating to health and safety regulations and environmental protection regulations applicable to our operations.

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Unsatisfactory safety performance may subject us to penalties, affect customer relationships, result in higher operating costs, negatively impact employee morale and result in higher employee turnover.

Our projects are conducted at a variety of sites including construction sites and industrial facilities. Each location is subject to numerous safety risks, including electrocutions, fires, explosions, mechanical failures, weather-related incidents, transportation accidents and damage to equipment. These hazards can cause personal injury and loss of life, severe damage to or destruction of property and equipment and other consequential damages, and could lead to suspension of operations, large damage claims and, in extreme cases, criminal liability. While we have taken what we believe are appropriate precautions to minimize safety risks, we have experienced serious accidents in the past and may experience additional accidents in the future. Serious accidents may subject us to penalties, civil litigation or criminal prosecution. Claims for damages to persons, including claims for bodily injury or loss of life, could result in significant costs and liabilities, which could adversely affect our financial condition and results of operations. In addition, like other companies in our industry, we track our injury history in the form of an Experience Modification Rate (“EMR”). In the event that the EMR associated with certain of our operating units exceeds the minimum threshold set by customers, we may be unable to pursue certain projects. Poor safety performance could also jeopardize our relationships with our customers and harm our reputation.

If we do not effectively manage the size and cost of our operations, our existing infrastructure may become either strained or over-burdensome, and we may be unable to increase revenue growth.

The growth that we have experienced in the past, and that we may experience in the future, may provide challenges to our organization, requiring us to expand our personnel and operations. Future growth may strain our infrastructure, operations and other managerial and operating resources. We have also experienced severe constriction in the markets in which we operated in the past and, as a result, in our operating requirements. Failing to maintain the appropriate cost structure for a particular economic cycle may result in us incurring costs that affect our profitability. If our business resources become strained or over-burdensome, our earnings may be adversely affected and we may be unable to increase revenue growth. Further, we may undertake contractual commitments that exceed our labor resources, which could also adversely affect our earnings and ability to increase revenue growth.

We are susceptible to adverse weather conditions, which may harm our business and financial results.

Our business may be adversely affected by severe weather in areas where we have significant operations. Repercussions of severe weather conditions may include:

Force majeure events, including natural disasters and terrorists’ actions, could negatively impact our business, which may affect our financial condition, results of operations or cash flows.

Force majeure, or extraordinary events beyond the control of the contracting parties, such as natural and man-made disasters, as well as terrorist actions, could negatively impact us. We typically negotiate contract language, providing certain relief from force majeure events in private client contracts, and review and attempt to mitigate force majeure events in both public and private client contracts. We remain obligated to perform our services after most extraordinary events subject to relief that may be available pursuant to a force majeure

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clause. If we are not able to react quickly to force majeure events, our operations may be affected significantly, which would have a negative impact on our financial position, results of operations, cash flows and liquidity.

Deliberate, malicious acts, including terrorism and sabotage, could damage our facilities, disrupt our operations or injure employees, contractors, customers or the public and result in liability to us.

Intentional acts of destruction could damage or destroy our facilities, reducing our operational production capacity and requiring us to repair or replace facilities at substantial cost. Additionally, employees, contractors and the public could suffer substantial physical injury from acts of terrorism for which we could be liable. Governmental authorities may also impose security or other requirements that could make our operations more difficult or costly. The consequences of any such actions could adversely affect our financial condition and results of operations.

Recent healthcare legislation may increase our costs and reduce future profitability.

In 2012, the United States Supreme Court upheld the majority of the provisions in the Patient Protection and Affordable Care Act (the “Affordable Care Act”). The Affordable Care Act places requirements on employers to provide a minimum level of benefits to employees and assesses penalties on employers if the benefits do not meet the required minimum level or if the cost of coverage to employees exceeds affordability thresholds specified in the Affordable Care Act. The minimum benefits and affordability requirements took effect in 2015. The Affordable Care Act also imposes an excise tax beginning in 2018 on plans whose average cost exceeds specified amounts. Although our initial assessment indicates that the provisions in the Affordable Care Act will not have a material adverse impact to our financial position, results of operations, cash flows and liquidity, it is difficult to predict the financial and operational impacts due to the breadth and complexity of this legislation.

Our future acquisitions may not be successful.

We expect to pursue selective acquisitions of businesses. We cannot assure that we will be able to locate acquisitions or that we will be able to consummate transactions on terms and conditions acceptable to us, or that acquired businesses will be profitable. Acquisitions may expose us to additional business risks different than those we have traditionally experienced. We also may encounter difficulties integrating acquired businesses and successfully managing the growth we expect to experience from these acquisitions.

We may choose to finance future acquisitions with debt, equity, cash or a combination of the three. Future acquisitions could dilute earnings. To the extent we succeed in making acquisitions, a number of risks will result, including:

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The failure to successfully integrate acquisitions could have an adverse effect on our business, financial condition and results of operations.

A change in tax laws or regulations of any federal or state jurisdiction in which we operate could increase our tax burden and otherwise adversely affect our financial position, results of operations, cash flows and liquidity.

We continue to assess the impact of various U.S. federal or state legislative proposals that could result in a material increase to our U.S. federal or state taxes. We cannot predict whether any specific legislation will be enacted or the terms of any such legislation. However, if such proposals were to be enacted, or if modifications were to be made to certain existing regulations, the consequences could have a material adverse impact on us, including increasing our tax burden, increasing the cost of tax compliance or otherwise adversely affecting our financial position, results of operations, cash flows and liquidity.

Our obligation to contribute to multiemployer pension plans could give rise to significant expenses and liabilities in the future.

We contribute to approximately 50 multiemployer pension plans in the United States under collective bargaining agreements that generally provide pension benefits to employees covered by these agreements. Approximately 53.8% of our current employees are members of collective bargaining units. Our Predecessor contributions to multiemployer pension plans were approximately $24,326,000 and $26,543,000 for the fiscal years ended December 31, 2014 and 2015, respectively, and $16,747,000 for the period from January 1, 2016 through July 19, 2016. Our Successor contributions to these plans were approximately $6,611,000 for the period from July 20, 2016 through September 30, 2016. The costs of providing benefits through such plans have increased in recent years. The amount of any increase or decrease in our required contributions to these multiemployer pension plans will depend upon many factors, including the outcome of collective bargaining, actions taken by trustees who manage the plans, government regulations, the actual return on assets held in the plans and the potential payment of a withdrawal liability. Based upon the information available to us from the multiemployer pension plans’ administrators, we believe that several of these multiemployer pension plans are underfunded. The unfunded liabilities of these plans may result in required increased future payments by us and the other participating employers. Underfunded multiemployer pension plans may impose a surcharge requiring additional pension contributions. Our risk of such increased payments may be greater if any of the participating employers in these underfunded plans withdraws from the plan due to insolvency and is not able to contribute an amount sufficient to fund the unfunded liabilities associated with its participants in the plan.

With limited exception, an employer who is obligated under a collective bargaining agreement to contribute a to multiemployer pension plan is liable, upon termination of such contribution obligation to the plan or withdrawal from a plan, for its proportionate share of the plan’s unfunded vested pension liabilities. In the event that we withdraw from participation in a plan, applicable law could require us to make withdrawal liability contributions to such plan, and we would have to reflect that liability and the related expense in our consolidated financial statements. Our withdrawal liability payable to an individual multiemployer pension plan would depend on the extent of the plan’s funding of vested benefits. If the multiemployer pension plans in which we participate have significant underfunded liabilities, such underfunding will increase the size of our potential withdrawal liability. As of December 31, 2015, we recorded a $375,000 liability related to our withdrawal from a local Teamsters fund in Detroit, Michigan. No other liability for underfunding of multiemployer pension plans was recorded in our Predecessor consolidated financial statements for the years ended December 31, 2014 and 2015, or the period from January 1, 2016 through July 19, 2016, or in our Successor consolidated financial statements for the period from July 20, 2016 through September 30, 2016.

Rising inflation and/or interest rates, or deterioration of the United States economy could have a material adverse effect on our business, financial condition and results of operations.

Economic factors, including inflation and fluctuations in interest rates, could have a negative impact on our business. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. To the extent that Congress is unable to lower United States debt substantially, a decrease in federal spending could result, which could negatively impact the ability of government agencies to fund existing or new infrastructure projects. In addition, such actions could

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have a material adverse effect on the financial markets and economic conditions in the United States and throughout the world, which may limit our ability and the ability of our customers to obtain financing and/or could impair our ability to execute our acquisition strategy. These and related economic factors could have a material adverse effect on our financial position, results of operations, cash flows and liquidity.

Failure to remain in compliance with covenants under our debt and credit agreements or service our indebtedness could adversely impact our business.

Our credit agreement and other debt obligations include certain debt covenants, including, certain financial covenants, are more described in “Management’s Discussion and Analysis of Financial Condition and Results of Operation.” Our failure to comply with any of these covenants, or to pay principal, interest or other amounts when due thereunder, would constitute an event of default under the applicable agreements. Under certain circumstances, the occurrence of an event of default under one of these agreements (or the acceleration of the maturity of the indebtedness under one of these agreements) may constitute an event of default under one or more of our other debt agreements. Default under our debt agreements could result in, among other things, us no longer being entitled to borrow under one or more of the agreements, acceleration of the maturity of outstanding indebtedness under the agreements, and/or foreclosure on any collateral securing the obligations under the agreements. If we are unable to service our debt obligations, or if we are unable to comply with our financial or other debt covenants, and our indebtedness becomes immediately due and payable, we could be forced to curtail our operations, reorganize our capital structure (including through bankruptcy proceedings), or liquidate some or all of our assets in a manner that could cause holders of our securities to experience a partial or total loss of their investment.

Risks Related to this Offering and an Investment in Our Common Stock

Since the consummation of the Business Combination, our common stock has not had an active, liquid trading market, and you may not be able to sell your common stock at or above the public offering price, or at all.

Following the consummation of the Business Combination, our common stock has been quoted on the OTCQB and there has not been an active, liquid public market for our common stock. An active trading market for shares of our common stock may never develop or be sustained following this offering. If an active trading market does not develop, you may have difficulty selling your shares of common stock at an attractive price, or at all. The public offering price for our common stock will be determined by negotiations between us and the representatives of the underwriters and may not be indicative of prices that will prevail in the open market following this offering. Consequently, you may not be able to sell your common stock at or above the public offering price or at any other price or at the time that you would like to sell. An inactive market may also impair our ability to raise capital by selling our common stock and may impair our ability to expand our business by using our common stock as consideration in an acquisition.

The price of our common stock could be volatile following this offering.

The market price of our common stock following this offering may be volatile and could be subject to wide fluctuations in price in response to various factors, some of which are beyond our control. These factors include, among other things:

In addition, if the market for stocks in our industry, or the stock market in general, experiences a loss of investor confidence, the trading price of our common stock could decline for reasons unrelated to our

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business, financial condition or results of operations. If any of the foregoing occurs, it could cause our stock price to fall and may expose us to lawsuits that, even if unsuccessful, could be costly to defend and a distraction to management.

Our common stock will be controlled by insiders, who currently own, in the aggregate, approximately 85% of our outstanding shares of common stock and, as a result, are able to exert significant control over matters submitted to our board and stockholders for approval.

After this offering, our officers, directors and stockholders who own more than 5% of our outstanding shares of common stock will, in the aggregate, beneficially own approximately 62.3% of our outstanding shares of common stock (assuming no exercise by the underwriters of their option to purchase additional shares and that none of such insiders purchase shares of common stock in this offering). As such, our insiders will be able to significantly influence or even unilaterally approve matters requiring approval by our stockholders, including the election of directors, certain decisions relating to our capital structure, amendments to our certificate of incorporation and the approval of mergers or other business combination transactions. The interests of these stockholders may not always coincide with the interests of our other stockholders and investors who acquired shares of common stock in this offering may have no effective voice in the management of our company.

If equity research analysts publish unfavorable commentary or downgrade our common stock, the price and trading volume of our common stock could decline.

The trading market for our common stock could be affected by whether equity research analysts publish research or reports about us and our business. We cannot predict at this time whether any research analysts will publish research and reports on us and our common stock. If one or more equity analysts do cover us and our common stock and publish research reports about us, the price of our stock could decline if one or more securities analysts downgrade our stock or if those analysts issue other unfavorable commentary or cease publishing reports about us or our business.

If any of the analysts who elect to cover us downgrades our stock, our stock price could decline rapidly. If any of these analysts ceases coverage of us, we could lose visibility in the market, which in turn could cause our common stock price or trading volume to decline and our common stock to be less liquid.

Failure to maintain effective internal controls over financial reporting could have a material adverse effect on our business and stock price.

We are required to comply with the SEC’s rules implementing Sections 302 and 404(a) of the Sarbanes-Oxley Act, which requires management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of controls over financial reporting. In particular, we are required to certify our compliance with Section 404(a) of the Sarbanes-Oxley Act, which requires us to furnish annually a report by management on the effectiveness of our internal control over financial reporting. Furthermore, unless we remain an emerging growth company and elect additional transitional relief available to emerging growth companies, or we qualify as a smaller reporting company under applicable SEC rules, then our independent registered public accounting firm will be required to report on the effectiveness of our internal control over financial reporting.

As described elsewhere herein, our management identified a material weakness in our internal control over financial reporting relating to our not yet having developed an entity level and financial reporting control environment that is designed with appropriate precision for a public company, including journal entry controls, and the accounting department infrastructure to account for complex transactions or to handle SEC reporting requirements. If we are unable to remediate this material weakness in our internal control over financial reporting, or if we identify additional material weaknesses in our internal control over financial reporting, our management will be unable to assert that our internal control over financial reporting is effective and investors, counterparties and customers may lose confidence in the accuracy and completeness of our financial statements and reports, which could have an adverse effect on our liquidity, access to capital markets and perceptions of our creditworthiness and/or a decline in the market price of our common stock. In addition, we could become subject to investigations by the stock exchange on which our securities are listed, the SEC, the

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Board of Governors of the Federal Reserve System, the FDIC, the OCC or other regulatory authorities, which could require additional financial and management resources. These events could have an adverse effect on our business, financial condition and results of operations.

Future equity issuances could result in dilution, which could cause our common stock price to decline.

We are generally not restricted from issuing additional shares of our common stock, up to the 100,000,000 shares of voting common stock authorized by our second amended and restated certificate of incorporation, which could be increased by a vote of a majority of our shares. We may issue additional shares of our common stock in the future pursuant to current or future equity compensation plans, upon conversions of preferred stock or debt, upon exercise of warrants or in connection with future acquisitions or financings. If we choose to raise capital by selling shares of our common stock for any reason, the issuance would have a dilutive effect on the holders of our common stock and could have a material negative effect on the market price of our common stock.

Future sales of our common stock may cause our common stock price to decline.

If our existing stockholders sell, or indicate an intent to sell, amounts of our common stock in the public market after the contractual lock-up and other legal restrictions on resale lapse, the trading price of our common stock could decline. Based upon shares outstanding as of December 6, 2016, after this offering, assuming no exercise by the underwriters of their option to purchase additional shares, approximately 7,134,518 shares of common stock will be outstanding. Of these shares, the shares of our common stock to be sold in this offering will be freely tradable, unless such shares are held by “affiliates,” as that term is defined in Rule 144 under the Securities Act of 1933, as amended, or the Securities Act.

Our directors, officers and holders of greater than 10% of our outstanding common stock are subject to a 180-day market stand-off or a contractual lock-up agreement that prevents them from selling their securities prior to the expiration of the 180-day period, except that 1347 Investors LLC and FdG HVAC LLC, two of our significant stockholders, may each sell up to an aggregate of 350,000 and 150,000 shares, respectively, of our common stock after the expiration of the first 90 days following the date of this prospectus. The underwriters may, in their sole discretion, permit securities subject to the lock-up to be sold prior to its expiration.

After the market stand-offs and lock-up agreements pertaining to this offering expire, up to an additional 4,443,447 shares will be eligible for sale in the public market, all of which are held by directors, executive officers and other affiliates and will be subject to the availability of and volume limitations under Rule 144 under the Securities Act and various contractual agreements.

In addition, we have entered into a registration rights agreement pursuant to which we have agreed, under certain circumstances, to file a registration statement to register the resale of a substantial number of shares held by certain of our existing stockholders, as well as to cooperate in certain public offerings of such shares. Registration of these shares under the Securities Act would result in such shares becoming freely tradable without restriction under the Securities Act immediately upon the effectiveness of such registration, except for shares purchased or subscribed for by affiliates. After the closing of this offering, the holders of 4,759,744 shares of our common stock will be entitled to such registration rights. See “Shares Eligible for Future Sale — Registration Rights.” As such, upon registration of such shares, a substantial number of shares of our common stock may be sold in the public market, which may cause the trading price of our common stock to decline. We may issue additional shares of preferred stock in the future, which could make it difficult for another company to acquire us or could otherwise adversely affect holders of our common stock, which could depress the price of our common stock.

Our board also has the power, without stockholder approval, to set the terms of any series of preferred stock that may be issued, including voting rights, dividend rights, preferences over our common stock with respect to dividends or in the event of a dissolution, liquidation or winding up and other terms. In the event that we issue preferred stock in the future that has preference over our common stock with respect to payment of dividends or upon our liquidation, dissolution or winding up, or if we issue preferred stock with voting rights that dilute the voting power of our common stock, the rights of the holders of our common stock or the market price of our common stock could be adversely affected. In addition, the ability of our board of

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directors to issue shares of preferred stock without any action on the part of our stockholders may impede a takeover of us and prevent a transaction perceived to be favorable to our stockholders.

We are an “emerging growth company,” and the reduced regulatory and reporting requirements applicable to emerging growth companies may make our common stock less attractive to investors.

We are an “emerging growth company,” as described in the JOBS Act. For as long as we continue to be an emerging growth company, we may take advantage of reduced regulatory and reporting requirements that are otherwise generally applicable to public companies. These include, without limitation, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced financial reporting requirements, reduced disclosure obligations regarding executive compensation, and exemptions from the requirements of holding non-binding advisory votes on executive compensation and golden parachute payments. The JOBS Act also permits an “emerging growth company” such as us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies, which we intend to take advantage of.

We may take advantage of these provisions until December 31, 2019, unless we earlier cease to be an emerging growth company, which would occur if our annual gross revenues exceed $1.0 billion, if we issue more than $1.0 billion in non-convertible debt in a three-year period, or if the market value of our common stock held by non-affiliates exceeds $700.0 million as of any June 30 before that time, in which case we would no longer be an emerging growth company as of the following December 31. Investors may find our common stock less attractive if we rely on the exemptions, which may result in a less active trading market and increased volatility in our stock price.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The Company makes forward-looking statements in this prospectus relating to outlooks or expectations for earnings, revenues, expenses or other future financial or business performance, strategies or expectations, or the impact of legal or regulatory matters on business, results of operations or financial condition. Specifically, forward-looking statements may include statements relating to:

These forward-looking statements are based on information available to the Company as of the date of this prospectus, and current expectations, forecasts and assumptions, and involve a number of risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing the Company’s views as of any subsequent date, and the Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

As a result of a number of known and unknown risks and uncertainties, the Company’s actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

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USE OF PROCEEDS

We estimate that the net proceeds to us from this offering, after deducting underwriting discounts and estimated offering expenses, will be approximately $     (or approximately $     if the underwriters exercise their option to purchase additional shares from us in full). Each $     increase or decrease in the assumed public offering price of $     per share would increase or decrease the net proceeds to us from this offering by approximately $     (or approximately $     million if the underwriters exercise their purchase option in full). We will not receive any proceeds from the sale of shares of common stock by the selling stockholders.

We intend to use the net proceeds from this offering to repay all amounts outstanding under our Loan Agreement, dated July 20, 2016, with Alcentra Capital Corporation, as agent and as a lender, and the other lenders from time to time party thereto, providing for a $13.0 million term loan, evidenced by an unsecured note subordinated to our credit agreement (the “Subordinated Loan”). The loan matures on July 20, 2022 and bears interest at a rate of 16.00%, of which 13.00% is cash interest and 3.00% is payment-in-kind. We used the proceeds of the Subordinated Loan to pay a portion of the cash consideration owed to the former equity owners of Limbach Holdings LLC in connection with the Business Combination.

Any proceeds from this offering in excess of amounts used to repay the Subordinated Loan will be used for general corporate purposes, including working capital and capital expenditures.

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DIVIDEND POLICY

No dividends have been declared or paid on our shares of common stock. We currently intend to retain all available funds and any future earnings for use in the operation of our business, and therefore we do not anticipate paying any cash dividends in the foreseeable future. Any future determination to pay dividends will be at the discretion of our board of directors and will depend upon our financial condition, results of operations, cash flows, capital requirements, and other factors that our board of directors deems relevant. Our ability to pay dividends is limited by our Credit Agreement. Our ability to pay dividends may also be restricted by the terms of any future credit agreement or any future debt or preferred securities.

In addition, the holders of Preferred Stock will, in priority to any other class or series of capital stock, be entitled to receive, as and when declared by our board, fixed, cumulative, preferential dividends at a rate of: (i) 8% per annum in years one through three from issuance, (ii) 10% per annum in years four through five from issuance, and (iii) 12% per annum thereafter, payable in equal quarterly installments. Dividends on outstanding Preferred Stock will accrue from day to day from the date of issuance of the Preferred Stock. No dividends may be made in excess of the accrued and unpaid preferred yield in respect of such Preferred Stock.

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CAPITALIZATION

The following table shows our capitalization, on a consolidated basis, as of September 30, 2016, on an actual basis and on an as adjusted basis after giving effect to our receipt of the net proceeds from the sale by us of 1,206,700 shares and the application of such proceeds as described in “Use of Proceeds”. You should read the following table in conjunction with the sections titled “Selected Historical Consolidated Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our consolidated financial statements and related notes appearing elsewhere in this prospectus.

		As of September 30, 2016
		Actual				As adjusted
		(dollars in thousands)
Cash and cash equivalents		$	546
Debt:
Long-term debt, net of current portion and debt issuance costs			46,400				33,316
Current portion of long-term debt			4,378				4,378
Debt issuance costs			678				678
Total Debt			51,456				38,372
Preferred Stock			10,108				10,108
Shareholder’s equity			32,986
Total capitalization		$	94,550

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DILUTION

If you purchase shares of our common stock in this offering, your ownership interest will experience immediate book value dilution to the extent the public offering price per share exceeds our net tangible book value per share immediately after this offering. Net tangible book value per share represents the amount of our total tangible assets less our total liabilities, divided by the number of shares of common stock outstanding.

Our net tangible book value at September 30, 2016 was $11.7 million, or $1.97 per share based on the number of shares outstanding as of such date. After giving effect to our sale of 1,206,700 shares in this offering at an assumed public offering price of $     per share, and after deducting underwriting discounts and estimated offering expenses, our as adjusted net tangible book value at September 30, 2016 would have been approximately $     million, or $     per share. Therefore, under those assumptions this offering would result in an immediate increase of $     in the net tangible book value per share to our existing stockholders, and immediate dilution of $     in the net tangible book value per share to investors purchasing shares in this offering. The following table illustrates this per share dilution.

Assumed public offering price per share						$
Net tangible book value per share at September 30, 2016		$	1.97
Increase in net tangible book value per share attributable to this offering
As adjusted net tangible book value per share after this offering
Dilution in net tangible book value per share to new investors						$

If the underwriters exercise their option to purchase additional shares from us in full, the as adjusted net tangible book value after giving effect to this offering would be $     per share. This represents an increase in net tangible book value of $     per share to existing stockholders and dilution of $     per share to new investors.

A $     increase (decrease) in the assumed public offering price of $     per share, would increase (decrease) our net tangible book value by $     million, or $     per share, and the dilution to new investors by $     per share, assuming no change to the number of shares offered by us as set forth on the cover of this prospectus, and after deducting underwriting discounts and estimated offering expenses.

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PRICE RANGE OF SECURITIES

Our units, common stock, warrants included in the units issued in our initial public offering, or public warrants, and rights were traded on The Nasdaq Capital Market under the symbols “TFSCU,” “TFSC,” “TFSCW,” and “TFSCR” respectively from July 16, 2014 to July 13, 2016, when our common stock, units, rights and public warrants commenced trading on the OTCQB market under the same trading symbols. Upon the consummation of the Business Combination, each outstanding right converted into one-tenth of one share of our common stock and our units separated into their component share of common stock and warrant. On November 16, 2016, our common stock began trading again on The Nasdaq Capital Market under the symbol “LMB.” Our public warrants continue to be quoted on the OTCQB under the symbol “LMBHW.” The following table sets forth the high and low sales prices for our common stock and public warrants for the periods presented.

As of December 6, 2016, the closing price of our common stock on The Nasdaq Capital Market was $14.20 and the closing price of our public warrants on the OTCQB was $2.06, respectively. Prior to July 16, 2014, there was no established public trading market for our securities.

		Common Stock								Public Warrants
		High				Low				High				Low
Fiscal 2014
Third Quarter		$	9.80			$	9.43			$	0.30			$	0.23
Fourth Quarter		$	9.64			$	9.35			$	0.23			$	0.20
Fiscal 2015
First Quarter		$	9.63			$	9.40			$	0.25			$	0.20
Second Quarter		$	9.85			$	9.60			$	0.36			$	0.21
Third Quarter		$	9.80			$	9.60			$	0.34			$	0.18
Fourth Quarter		$	9.85			$	9.72			$	0.38			$	0.14
Fiscal 2016
First Quarter		$	10.00			$	9.77			$	0.25			$	0.11
Second Quarter		$	10.35			$	8.00			$	0.45			$	0.12
Third Quarter		$	12.70			$	6.75			$	1.43			$	0.20

Holders

As of December 6, 2016, we had 63 holders of record for our common stock, and 48 holders of record of each of our warrants.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The Unaudited Pro Forma Condensed Combined Statements of Operations and Comprehensive Income for the nine months ended September 30, 2016 and for the year ended December 31, 2015, give pro forma effect to the Business Combination and the related proposed financing transactions as if they had occurred on January 1, 2015.

The Unaudited Pro Forma Condensed Combined Statements of Operations and Comprehensive Income for the nine months ended September 30, 2016 and for the year ended December 31, 2015 were derived from the Unaudited Statements of Income and Comprehensive Income of Limbach (Predecessor) from January 1, 2016 through July 19, 2016 and Limbach (Successor) from July 20, 2016 through September 30, 2016, and from the audited Statement of Income and Comprehensive Income of Limbach (Predecessor) for the year ended December 31, 2015.

The Business Combination was accounted for using the acquisition method of accounting with 1347 Capital identified as the accounting acquirer under the provisions of Accounting Standards Codification (“ASC”) 805, “Business Combinations” (“ASC 805”). The Company's preliminary allocation of purchase price is based upon preliminary valuations performed to determine the fair value of the net assets as of the acquisition date. The amounts allocated to goodwill and intangible assets are based on preliminary valuations and are subject to adjustments to reflect final valuations. These final valuations of the assets and liabilities could have a material impact on the Company’s preliminary purchase price allocation. The pro forma adjustments are based on the information currently available. The pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions used to present the accompanying Unaudited Pro Forma Condensed Combined Statements of Operations and Comprehensive Income.

The Unaudited Pro Forma Condensed Combined Statements of Operations and Comprehensive Income for the nine months ended September 30, 2016 and for the year ended December 31, 2015 are not necessarily indicative of what the actual results of operations would have been had the Business Combination and related financing transactions taken place on the date indicated, nor are they indicative of the future consolidated results of operations of the post-Business Combination company. The Unaudited Pro Forma Condensed Combined Statements of Operations and Comprehensive Income should be read in conjunction with the accompanying notes, the unaudited condensed consolidated financial statements of the Company for the nine months ended September 30, 2016 and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included herein.

The Unaudited Pro Forma Condensed Combined Statements of Operations and Comprehensive Income have been prepared to illustrate the effect of the Business Combination and related financing transactions and have been prepared for informational purposes only and should not be relied upon. The historical consolidated statements of operations have been adjusted in the Unaudited Pro Forma Condensed Combined Statements of Operations and Comprehensive Income to give effect to pro forma events that are (1) directly attributable to the Business Combination and related financing transactions, (2) factually supportable and (3) expected to have a material continuing impact on the results of the post-merger company.

In connection with the Business Combination, cash consideration of $32.4 million, 2,200,005 shares of common stock (“Merger Shares”), and 1,666,676 warrants (“Merger Warrants” were paid to the former equity owners of Limbach as consideration pursuant to the merger agreement relating to the Business Combination (as amended, the “Merger Agreement”). 400,000 shares representing $10,000,000 principal amount of Class A Preferred Stock were issued to the 1347 Investors (the “Sponsor”) as additional financing.

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Unaudited Pro Forma Condensed Combined Statement of Operations and Comprehensive Income
For The Year Ended December 31, 2015

		Predecessor
		Limbach Holdings LLC				Pro Forma Adjustments For Business Combination				Pro Forma Adjustments For Financing				Notes				Pro Forma Combined For Business Combination
Revenue, net		$	331,349,686			$	—			$	—							$	331,349,686
Cost of services			285,937,632				—				—								285,937,632
Gross profit			45,412,054				—				—								45,412,054
Selling, general and administrative expenses			37,766,723				3,206,253				—				1a				40,972,976
Amortization of intangibles			—				5,491,790				—				1b				5,491,790
Operating income			7,645,331				(8,698,043	)			—								(1,052,712	)
Interest expense			3,200,069				—				268,398				1c				3,751,326
											282,859				1d
Gain (loss) on sale of property and equipment			(73,542	)			—				—								(73,542	)
Income (loss) before income taxes			4,371,720				(8,698,043	)			(551,257	)							(4,877,580	)
Provision for (benefit from) income taxes			—				(1,670,826	)			(212,895	)			1e				(1,883,721	)
Net income (loss) and total comprehensive income (loss)			4,371,720				(7,027,217	)			(338,362	)							(2,993,859	)
Preferred stock dividends			—				933,333				—				1f				933,333
Net income (loss) attributable to common stock holders		$	4,371,720			$	(7,960,550	)		$	(338,362	)						$	(3,927,192	)

Unaudited Pro Forma Condensed Combined Statement of Operations and Comprehensive Income
For The Nine Months Ended September 30, 2016

		Predecessor				Successor
		Limbach Holdings LLC - 1/1/2016 through 7/19/2016				Limbach Holdings, Inc. - 7/20/2016 through 9/30/2016				Pro Forma Adjustments For Business Combination				Pro Forma Adjustments For Financing				Notes				Pro Forma Combined For Business Combination
Revenue, net		$	221,390,705			$	91,888,977			$	—			$	—							$	313,279,682
Cost of services			192,910,348				79,817,774				—				—								272,728,122
Gross profit			28,480,357				12,071,203				—				—								40,551,560
Selling, general and administrative expenses			24,015,239				10,207,492				1,542,763				—				1a				35,765,494
Amortization of intangibles			—				1,454,000				451,407				—				1b				1,905,407
Operating income			4,465,118				409,711				(1,994,170	)			—								2,880,659
Interest expense			1,898,040				852,862				—				201,298				1c				3,101,816
															149,616				1d
Gain (loss) on sale of property and equipment			895				(21,483	)			—				—								(20,588	)
Income (loss) before income taxes			2,567,973				(464,634	)			(1,994,170	)			(350,914	)							(241,745	)
Provision for (benefit from) income taxes			—				(2,277,442	)			2,319,603				(135,523	)			1e				(93,362	)
Net income (loss) and total comprehensive income (loss)			2,567,973				1,812,808				(4,313,773	)			(215,391	)							(148,383	)
Preferred stock dividends			—				160,000				540,000				—				1f				700,000
Net income (loss) attributable to common stock holders		$	2,567,973			$	1,652,808			$	(4,853,773	)		$	(215,391	)						$	(848,383	)

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Notes to Unaudited Pro Forma Condensed Combined Financial Information

1. Description of Transaction

Pursuant to the Merger Agreement, 1347 Capital paid to the holders of Limbach membership interests and holders of Limbach options to acquire membership interests of Limbach consideration of an aggregate of $51.0 million, comprised of (a) $32.4 million in cash, (b) 2,200,005 shares of the Company’s common stock, par value $0.0001 per share, (c) 666,670 Merger Warrants to purchase one share of the Company’s common stock at an exercise price of $12.50, and (d) 1,000,006 Merger Warrants to purchase one share of the Company’s common stock at an exercise price of $11.50. Per the relevant accounting rules, this business combination is reflective of:

Limbach optionholders had the right to be substantially cashed-out or participate pro rata with the holders of Limbach membership interests to the extent of the implied value of the membership interests underlying the options. Options held by Cash-out Optionholders were converted into the right to receive (a) an amount of cash equal to the aggregate implied value of the membership interests underlying such options (assuming the full exercise of all outstanding Limbach options for cash), less the exercise price of such options, less $1,000, and (b) 100 Merger Shares, each with a nominal value of $10.00 per share. Options held by Participating Optionholders were converted into the right to receive (x) a pro rata share of the Merger Shares remaining after subtracting the aggregate number of Merger Shares issued to the Cash-out Optionholders, (y) an amount of cash equal to the aggregate implied value of the membership interests underlying such options (assuming the full exercise of all outstanding Limbach options for cash), less the exercise price of such options, less the aggregate nominal value of Merger Shares issued to such Participating Optionholder (provided that such amount shall not be negative), and (z) a pro rata share of the Merger Warrants, if any. All outstanding membership interests of Limbach then outstanding were converted into the right to receive (a) a pro rata share of the Cash Consideration remaining after subtracting the cash amounts paid to the Cash-out Optionholders and the Participating Optionholders, (b) a pro rata share of the Merger Shares remaining after subtracting the aggregate number of Merger Shares issued to the Cash-out Optionholders, and (c) a pro rata share of the Merger Warrants, if any.

2. Basis of Presentation

The Unaudited Pro Forma Condensed Combined Statements of Operations and Comprehensive Income for the nine months ended September 30, 2016 and for the year ended December 31, 2015 give pro forma effect to the Business Combination and the related proposed financing transactions as if they had occurred on January 1, 2015. The Unaudited Pro Forma Condensed Combined Statements of Operations and Comprehensive Income for the nine months ended September 30, 2016 and for the year ended December 31, 2015 were derived from the unaudited Statement of Income and Comprehensive Income of Limbach for the nine months ended September 30, 2016 and from the audited Statement of Income and Comprehensive Income of Limbach for the year ended December 31, 2015.

The Unaudited Pro Forma Condensed Combined Statements of Operations and Comprehensive Income were prepared using the acquisition method of accounting with 1347 Capital identified as the accounting acquirer under the provisions of ASC 805 and was based on the audited historical financial information of Limbach. The acquisition method of accounting, based on ASC 805, uses the fair value concepts defined in ASC 820, “Fair Value Measurement” (“ASC 820”). The historical consolidated financial information has been adjusted in the accompanying Unaudited Pro Forma Condensed Combined Statements of Operations and Comprehensive Income to give effect to pro forma events that are (i) directly attributable to the Business Combination and the related financing transactions, (ii) factually supportable, and (iii) expected to have a material continuing impact on the post-merger company.

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ASC 820 defines fair value, establishes the framework for measuring fair value for any asset acquired or liability assumed under GAAP, expands disclosures about fair value measurements and specifies a hierarchy of valuation techniques based on the nature of the inputs used to develop the fair value measures. Fair value is defined in ASC 820 as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date”. This is an exit price concept for the valuation of an asset or liability. Market participants are assumed to be buyers or sellers in the most advantageous market for the asset or liability. Fair value measurement for an asset assumes the highest and best use by these market participants, and as a result, assets may be required to be recorded which are not intended to be used or sold and/or to value assets at a fair value measurement that do not reflect management's intended use for those assets. Fair value measurements can be highly subjective and it is possible the application of reasonable judgment could develop different assumptions resulting in a range of alternative estimates using the same facts and circumstances. ASC 805 requires, among other things, that most assets acquired and liabilities assumed in a business combination be recognized at their fair values as of the acquisition date.

The Company's preliminary allocation of purchase price is based upon preliminary valuations performed, as disclosed above, to determine the fair value of the net assets as of the acquisition date. The amounts allocated to goodwill and intangible assets are based on preliminary valuations and are subject to adjustments to reflect final valuations. These final valuations of the assets and liabilities could have a material impact on the Company’s preliminary purchase price allocation.

3. Unaudited Pro Forma Condensed Combined Statements of Operations and Comprehensive Income Adjustments

Definite-lived:		Fair Value at 7/20/16				Amortization Method				Useful Life (in years)				Estimated Future Amortization Expenses
														Year 1				Year 2				Year 3				Year 4				Year 5
Trade Name		$	9,960				Indefinite life				N/A			$	—			$	—			$	—			$	—			$	—
Backlog-Construction			5,200				Pattern of economic benefit				2.5				3,527				1,411				262				—				—
Backlog-Service			920				Straight line				1.0				920				—				—				—				—
Customer Relationships - Service			4,930				Pattern of economic benefit				15.0				1,045				832				662				527				419
Total		$	21,010											$	5,492			$	2,243			$	924			$	527			$	419

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The following includes management’s discussion related to Limbach Holdings, Inc. (“Limbach”). The discussion should be read in conjunction with our Condensed Consolidated Financial Statements and related notes thereto. This discussion and analysis contains forward looking statements that are based on our management’s current expectations, estimates and projections about our business and operations. Our actual results may differ materially from those currently anticipated and expressed in such forward looking statements as a result of various factors, including the factors described under “Cautionary Note Regarding Forward-Looking Statements,” “Risk Factors” and elsewhere in this prospectus.

Additionally, the discussion and analysis of financial condition and results of operations of the Company should be read in conjunction with (1) the Company’s Pro Forma Condensed Combined Financial Statements for the nine months ended September 30, 2016 and the year ended December 31, 2015, including the notes thereto, included elsewhere in this prospectus; (2) the audited consolidated financial statements of Limbach Holdings LLC, “Predecessor”, for the year ended December 31, 2015, and related notes thereto, along with the related Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Company’s Definitive Proxy Statement/Prospectus/Information Statement filed with the Securities and Exchange Commission (“SEC”) on June 10, 2016 (the “Proxy Statement”); and (3) the Company’s Condensed Consolidated Financial Statements for the period July 1, 2016 through July 19, 2016 (Predecessor), from July 20, 2016 through September 30, 2016 (Successor) and from January 1, 2016 through July 19, 2016 (Predecessor) and from July 20, 2016 through September 30, 2016 (Successor), including the notes thereto, filed with the Quarterly Report on Form 10-Q on November 14, 2016; included elsewhere in this prospectus.

On July 20, 2016, we completed the Business Combination in which we acquired Limbach Holdings LLC. Following the Business Combination, we changed our name to Limbach Holdings, Inc. The Condensed Consolidated Financial Statements and certain note presentations separate the Company’s presentations into two distinct periods, the period up to, and including, the Business Combination closing date (labeled “Predecessor”) and the period after that date (labeled “Successor”), to indicate the application of different bases of accounting between the periods presented. The accompanying Condensed Consolidated Financial Statements include a black line division which indicates that the Predecessor and Successor reporting entities shown are not comparable. The period presented from July 20, 2016 through September 30, 2016 is the “Successor” period. The periods presented from July 1, 2016 through July 19, 2016 and January 1, 2016 through July 19, 2016 are the “Predecessor” periods.

The historical financial information of 1347 Capital, prior to the business combination (a special purpose acquisition company, or SPAC) has not been reflected in the Predecessor financial statements as these historical amounts have been considered de minimis.

The application of acquisition accounting, pursuant to U.S. Generally Accepted Accounting Principles (“GAAP”), for the Business Combination significantly affected certain assets, liabilities, and expenses. As a result, financial information as of September 30, 2016 and for July 20, 2016 through September 30, 2016 (Successor), July 1, 2016 through July 19, 2016 (Predecessor) and January 1, 2016 through July 19, 2016 (Predecessor), may not be comparable to Limbach’s Predecessor financial information for the three and nine months ended September 30, 2015. We did not combine certain financial information for the July 20, 2016 through September 30, 2016 (Successor) with Limbach’s Predecessor financial information July 1, 2016 through July 19, 2016 (Predecessor) and January 1, 2016 through July 19, 2016 (Predecessor) for comparison to prior periods. We have presented revenue, cost of revenue, and selling, general and administrative expenses for the July 20, 2016 through September 30, 2016 (Successor) with Limbach’s Predecessor revenue, cost of revenue, and selling, general and administrative expenses July 1, 2016 through July 19, 2016 (Predecessor) and the January 1, 2016 through July 19, 2016 (Predecessor). Revenue, cost of revenue, and selling, general and administrative expenses, excluding transaction costs and related amortization of intangibles, were not materially affected by acquisition accounting. Refer to Notes 1 and 4 to the Condensed Consolidated Financial Statements for additional information on the accounting for the Business Combination.

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Calendar Year

We operate on a calendar year ending on December 31 for financial reporting purposes. For calendar year 2016, the Company’s financial statements reflect January 1, 2016 through July 19, 2016 (Predecessor) and July 20, 2016 through September 30, 2016 (Successor) and for calendar year 2015, the Company’s financial statements reflect January 1, 2015 through September 30, 2015 (Predecessor).

Overview

We are an industry-leading commercial specialty contractor in the areas of HVAC, plumbing, electrical and building controls through design and construction of new and renovated buildings, maintenance services, energy retrofits and equipment upgrades for private customers and federal, state, and local public agencies in Florida, California, Massachusetts, New Jersey, Pennsylvania, Maryland, Washington DC, Virginia, West Virginia, Ohio and Michigan. We operate our business in two segments, (i) Construction, in which we generally manage large construction or renovation projects that involve primarily HVAC, plumbing, sheet metal fabrication and installation, specialty piping and electrical services, and (ii) Service, in which we provide facility maintenance or general construction services primarily related to HVAC, plumbing or electrical services. Our market sectors primarily include the following:

Limbach was founded in 1901, and maintains an established brand within the industry. We believe we are viewed as a value added and trusted partner by our customers, which include building owners, general contractors, construction managers and energy service companies, or ESCOs.

Our services provided to building owners are centered on HVAC, plumbing, and electrical building systems, which typically include ongoing maintenance, upgrades to existing building systems, energy retrofits and delivering general construction services. We also construct new buildings or additions or renovations of existing buildings for general contractors, construction managers and ESCOs.

Our services primarily include the following categories:

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Typical maintenance and water treatment agreements range in value from $2,500 to over $200,000. Service Projects typically range in value from $1,000 to $500,000. Spot work varies in value and is typically billed at preapproved billing rates. ATC projects vary in size from $10,000 to over $250,000. Specialty contracting, general contracting and performance contracting can range from $100,000 to $100.0 million. The durations of our contracts generally range from six months to two years. While these ranges are typical for our services, certain projects may be below or above these stated ranges.

Our construction offerings for general contractors, construction managers and ESCOs include the following:

Our specialty contracting is provided through either our special projects division or our major projects group. Special projects typically range in value from $5,000 to $1.0 million. Major projects typically range in value from $1.0 million to $100.0 million. Actual contracts may be below or above these stated ranges depending upon the actual project requirements.

We possess the abilities to provide design services in-house through our design center located in Orlando, Florida. We sell the majority of our services by leading with our engineered solutions, which we believe are viewed as highly valued by our select customer base and drive higher margin outcomes.

Our near-term sales pipeline is supported by industry trends for both construction and maintenance contracts. Industry forecasting by FMI, the AIA and other industry publications project continued growth in all of our sectors in the near and midterm. Combining the expansion of the market opportunities, our competitive differentiation and the growth strategies we are employing, we believe we will continue to realize steady sales and opportunities for margin improvement.

Comparison of financial data:

		Successor				Predecessor
(Amounts in thousands except for percentage)		July 20, 2016 through September 30, 2016 ($)				July 1, 2016 through July 19, 2016 ($)				July 1, 2015 through September 30, 2015 ($)
Revenue		$	91,889			$	26,924			$	82,899
Net Income			1,813				(919	)			1,477
Adjusted EBITDA			3,178				(520	)			3,423

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		Successor				Predecessor
(Amounts in thousands except for percentage)		July 20, 2016 through September 30, 2016 ($)				January 1, 2016 through July 19, 2016 ($)				January 1, 2015 through September 30, 2015 ($)
Revenue		$	91,889			$	221,391			$	239,570
Net Income			1,813				2,568				2,439
Adjusted EBITDA			3,178				6,741				8,067

(Amounts in thousands except for percentage)		Predecessor
		December 31, 2015 ($)				December 31, 2014 ($)
Revenue		$	331,350			$	294,436
Net Income			4,372				1,986
Adjusted EBITDA			13,180				9,076

JOBS Act

We are an “emerging growth company” (“EGC”) pursuant to the JOBS Act. The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for qualifying companies. Under the JOBS Act, we will remain an EGC until the earliest of:

Pursuant to Section 107(b) of the JOBS Act, as an EGC we elected to delay adoption of accounting pronouncements newly issued or revised after April 5, 2012 applicable to public companies until such pronouncements are made applicable to private companies.

As a result, our financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards that are applicable to public companies.

Business Combination

We were originally formed on April 15, 2014 as a special purpose acquisition company named 1347 Capital Corp. for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination involving one or more businesses. On July 20, 2016, we completed the Business Combination in which we acquired Limbach Holdings LLC. Following the Business Combination, we changed our name to Limbach Holdings, Inc. and became a public company listed on the OTCQB. On November 14, 2016, we received approval to list our common stock on The Nasdaq Capital Market.

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Highlights and Trends

Industry forecast

Industry forecasting by FMI, the AIA and other industry publications project continued growth in all of our sectors in the near and midterm. As noted in FMI’s Q2 Construction Outlook report our top four sectors Healthcare, Education, Sports & Amusement, and Transportation are projected to experience strong growth through 2020. Combining the expansion of the market opportunities, our competitive differentiation and the growth strategies we are employing, we believe we will continue to realize steady sales and improve margin opportunities.

Trends that could affect the Company’s business are discussed in “Risk Factors-Risks Related to Limbach’s Business and Industry” included in the Proxy Statement.

Recent Events

On July 20, 2016, the Company subsidiaries Limbach Holdings LLC, Limbach Facility Services LLC (“Borrower”), Limbach Company LLC (“Limbach Company”), Limbach Company LP (“Limbach LP”), Harper Limbach LLC (“Harper”) and Harper Limbach Construction LLC together with Limbach Holdings, Limbach Company, Limbach LP and Harper, collectively the “Guarantors”, and together with Borrower, the “Loan Parties”, entered into a Credit Agreement with Fifth Third Bank, as administrative agent and as a lender, the other institutions party thereto as lenders and the other loan parties party thereto, providing for a $25.0 million revolving credit facility of which $3.5 million was drawn upon at the closing of the Business Combination, and a $24.0 million term loan facility (the “Credit Agreement”). The Credit Agreement also provides that up to $5.0 million may be drawn against the $25.0 million revolving credit facility for the issuances of letters of credit. As of September 30, 2016, the Company has one letter of credit outstanding for $3.4 million. The term loans and the revolving credit facility will mature on July 20, 2021. The credit facilities are guaranteed by the Guarantors and are collateralized by substantially all of the Loan Parties’ respective assets. The Credit Agreement includes restrictions on, among other things and subject to certain exceptions, the Loan Parties’ 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.

Also on July 20, 2016, the Loan Parties entered into a Loan Agreement with Alcentra Capital Corporation (“Alcentra”), as agent and as a lender, providing for a $13.0 million term loan, evidenced by an unsecured note subordinate to the Credit Agreement (the “Subordinated Loan Agreement”).The loan matures on July 20, 2022, and bears interest at a rate of 16.0%, of which 13.0% is cash interest and 3.0% is deferred interest. Under certain conditions, Alcentra may elect to receive, in satisfaction of all or a portion of the outstanding deferred interest, a number of shares of Limbach stock pursuant to a conversion calculation. As of September 30, 2016, the loan balance, including deferred interest, was $13.1 million.

Key Performance Indicators

In assessing the performance of our business, management utilizes a variety of financial and performance measures. The key measure is Adjusted EBITDA which is described below.

Key Components of Consolidated Statements of Operations

Revenue

We generate revenue principally from fixed-price construction contracts under which we deliver HVAC, plumbing, and electrical construction services to our customers. The terms of our contracts generally range from six months to two years. Revenue from fixed price and modified fixed price contracts are recognized on the percentage-of-completion method, measured by the relationship of total cost incurred to total estimated contract costs (cost-to-cost method). Revenue from time and materials contracts are recognized as services are performed. We believe that our extensive experience in HVAC, plumbing, and electrical projects and our internal cost review procedures during the bidding process enable us to reasonably estimate costs and mitigate the risk of cost overruns on fixed price contracts.

We generally invoice customers based on a schedule of values that breaks down the contract amount into discrete billing items. Costs and estimated earnings in excess of billings on uncompleted contracts are

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recorded as an asset until billable under the contract terms, and billings in excess of costs and estimated earnings on uncompleted contracts are recorded as a liability until the contracts revenue is recognizable.

Cost of Revenue

Cost of revenue primarily consists of the labor, equipment, material, subcontract, and other job costs in connection with fulfilling the terms of our contracts. Labor costs consist of wages plus taxes, fringe benefits, and insurance. Equipment costs consist of the ownership and operating costs of company-owned assets, in addition to outside-rented equipment. If applicable, job costs include estimated contract losses to be incurred in future periods. Due to the varied nature of our services, and the risks associated therewith, contract costs as a percentage of contract revenue have historically fluctuated and we expect this fluctuation to continue in future periods.

Selling, General and Administrative Expenses

Selling, general and administrative expenses consist primarily of personnel costs for our administrative, estimating, human resources, safety, IT, legal, finance and accounting employees and executives. Also included are non-personnel costs, such as travel-related expenses, legal and other professional fees and other corporate expenses. We expect to incur incremental costs associated with supporting the growth of our business and to meet the increased compliance requirements associated with our transition to and operation as a public company. Those costs include increases in our accounting, human resources, IT and legal personnel, additional consulting, legal and audit fees, insurance costs, board of directors’ compensation and the costs of achieving and maintaining compliance with Section 404 of the Sarbanes-Oxley Act.

Other Income (Expense), Net

Other income (expense), net consists primarily of interest expense incurred in connection with our debt, along with interest, and miscellaneous income.

Depreciation and Amortization

Depreciation and amortization expenses are periodic non-cash charges that consist of depreciation of fixed assets, including leasehold improvements and equipment, and amortization of various intangible assets primarily including leasehold interests, Construction and Service backlogs and definite lived assets.

Impairment of Long-Lived Assets

Limbach reviews long-lived assets such as leasehold improvements, equipment and intangibles on an asset-by-asset basis for impairment whenever events or circumstances indicate the value of the assets may not be recoverable and records an impairment charge when appropriate.

Interest Expense

Interest expense consists primarily of interest expense on outstanding debt. Deferred financing costs are recorded at cost and amortized using the effective interest method.

Transaction-Related Costs

Direct transaction-related costs consist of costs incurred in connection with the Business Combination. These costs, totaling $0.1 million for July 20, 2016 through September 30, 2016 (Successor), are reflected in selling, general and administrative expenses in the respective consolidated income statements. 1347 Capital Corp. also incurred transaction costs of $5.9 million independently prior to the Business Combination, and since the Company’s financial results prior to the Business Combination are not consolidated with the Predecessor, those costs are not reflected in the Predecessor financial statements, but are disclosed herein.

Debt Extinguishment

On July 20, 2016, in connection with the Business Combination, Limbach refinanced its existing debt by entering into the Credit Agreement and Subordinated Loan Agreement, and incurred lender and third party costs which were all capitalized on the balance sheet. The refinancing qualified as debt extinguishment under GAAP. Accordingly, all unamortized debt issuance costs related to the original debt were expensed.

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Adjusted EBITDA

Adjusted EBITDA is a non-GAAP financial measure. We define Adjusted EBITDA as net income plus depreciation and amortization expense, interest expense, taxes, and non-operating expenses such as management fees and consulting fees. We believe that Adjusted EBITDA is meaningful to our investors to enhance their understanding of our financial performance for the current period exclusive of expenses that will not reoccur following consummation of the Merger Agreement. We understand that Adjusted EBITDA is frequently used by securities analysts, investors and other interested parties as a measure of financial performance and to compare our performance with the performance of other companies that report Adjusted EBITDA. Our calculation of Adjusted EBITDA, however, may not be comparable to similarly titled measures reported by other companies. When assessing our operating performance, investors and others should not consider this data in isolation or as a substitute for net income calculated in accordance with GAAP. Further, the results presented by Adjusted EBITDA cannot be achieved without incurring the costs that the measure excludes. A reconciliation of Adjusted EBITDA to net income, the most comparable GAAP measure, is provided under “Reconciliation of non-GAAP financial measures” below.

Income Tax Expenses

Following the Business Combination, Limbach is taxed as a C Corporation. The Limbach (Predecessor) financial information included herein and in the Prospectus reflect our results as a limited liability company taxed as a partnership for federal income purposes. As a partnership, our profits were not taxed at the entity level. Following the Business Combination, our financial results include the effects of federal income taxes which will be paid at the parent level.

Provision for Income Taxes

The Company’s current federal and state income taxes are $0.4 million which are offset by $2.7 million of deferred income tax benefits for a net deferred income tax benefit of $2.3 million for the period from July 20, 2016 through September 30, 2016 (Successor). The Company has a net deferred tax asset of $3.0 million as of September 30, 2016 (Successor). Prior to the Business Combination, the Company had a deferred tax asset of $2.3 million which was offset by an equivalent valuation allowance. The valuation allowance was recorded due to management’s assumptions and judgments regarding the recoverability of the deferred tax asset, based on the more likely than not criterion. Upon the consummation of the Business Combination, management determined that no valuation allowance was required and it was reversed. This resulted in $2.3 million of deferred income tax benefit, and an unusually high effective tax rate of 364.6%, within the Successor period from July 20, 2016 through September 30, 2016.

The provision for income taxes includes federal, state, local and foreign taxes. The Company accounts for income taxes in accordance with ASC 740-10, Income Taxes, which requires the use of the asset and liability method. Under this method, deferred tax assets and liabilities and income or expense is recognized for the expected future tax consequences of temporary differences between the financial statement carrying values and their respective tax bases, using enacted tax rates expected to be applicable in the years in which the temporary differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes.

Backlog Information

Our contract backlog consists of the remaining unearned revenue on awarded contracts. Backlog is not a term recognized under GAAP; however, it is a common measurement used in our industry. Once we have successfully negotiated a project and have received written confirmation of the contract being awarded to us, we record the value of the contract as backlog. Consequently, contract backlog is also an important factor we use to monitor in our business. The duration of our contracts vary significantly from months to years and our backlog is subject to increases as projects are added. Our backlog does not necessarily represent the amount of work that we are currently negotiating or pursuing at any given time. It is also subject to change as contract backlog can increase or decrease due to contract change orders.

Given the multi-year duration of many of our contracts, backlog revenue is expected to be earned over a period that will extend beyond a given year. Many of our contracts contain provisions that allow the contract to be canceled at any time; however, we can generally recover costs incurred up to the date of cancellation.

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Construction backlog at December 31, 2015 and December 31, 2014 was $355.4 million and $308.7 million, respectively. Of the backlog at December 31, 2015, we expect to recognize approximately $280 million during the twelve months ending December 31, 2016. In addition, service backlog as of December 31, 2015 and December 31, 2014 was $22.7 million and $18.3 million, respectively.

Construction backlog at September 30, 2016 and December 31, 2015 was $402.2 million and $355.4 million, respectively. The increase of construction backlog is driven by two branches, Mid Atlantic $61.2 million and Michigan $33.0 million, offset by a decrease of $31.9 million in Florida. Of the backlog at September 30, 2016, we expect to recognize approximately $91.1 million by the end of year. In addition, service backlog as of September 30, 2016 and December 31, 2015 was $48.1 million and $22.7 million, respectively.

Surety Bonding

In connection with our business, occasionally we are required to provide various types of surety bonds that provide an additional measure of security to our customers for our performance under certain government and private sector contracts. Our ability to obtain surety bonds depends upon our capitalization, working capital, past performance, management expertise and external factors, including the capacity of the overall surety market. Surety companies consider such factors in light of the amount of our backlog that we have currently bonded and their current underwriting standards, which may change from time-to-time. During the year ended December 31, 2015, approximately 30% of our projects, measured by revenue, required us to post a bond. The bonds we provide typically have face amounts ranging from $500,000 to in excess of $25.0 million, and up to $100.0 million for a current project. As of September 30, 2016, we had approximately $166.6 million in surety bonds outstanding. We believe that our $600 million bonding capacity provides us with a significant competitive advantage relative to many of our competitors with limited bonding capacity.

Operating Segments

We manage and measure the performance of our business in two distinct operating segments: Construction and Service. These segments are reflective of how the Company’s chief operating decision makers review operating results for the purposes of allocating resources and assessing performance. Our chief operating decision makers are our 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 below. Management evaluates performance based on income from operations of the respective business units after the allocation of corporate office operating expenses. Transactions between segments are eliminated in consolidation. Our corporate office provides selling, general and administrative support services to our two operating segments. Management allocates costs between segments for selling, general and administrative expenses and depreciation expense. Some selling, general and administrative expenses such as executive and administrative salaries and payroll expenses, corporate marketing, corporate depreciation and amortization, and consulting, accounting and corporate legal fees are not allocated to segments because the allocation method would be arbitrary and would not provide an accurate presentation of operating results of segments, instead these types of expenses are maintained as a corporate expense.

We do not identify capital expenditures and total assets by segment in our 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.

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Results of Operations

Comparison of Results of Operations for July 20, 2016 through September 30, 2016 (Successor), July 1, 2016

Through July 19, 2016 (Predecessor), and July 1, 2015 through September 30, 2015 (Predecessor)

The following table presents operating results for July 20, 2016 through September 30, 2016 (Successor), July 1, 2016 through July 19, 2016 (Predecessor) and July 1, 2015 through September 30, 2015 (Predecessor), in absolute terms and expressed as a percentage of total revenue, as compared below:

		Successor								Predecessor
		July 20, 2016 through September 30, 2016								July 1, 2016 through July 19, 2016								July 1, 2015 through September 30, 2015
(Amounts in thousands except for percentage)		($)				(%)				($)				(%)				($)				(%)
Statement of Operations Data:
Revenue:
Construction		$	73,917				80.4	%		$	24,150				89.7	%		$	66,739				80.5	%
Service			17,972				19.6	%			2,774				10.3	%			16,160				19.5	%
Total revenue			91,889				100.0	%			26,924				100.0	%			82,899				100.0	%
Cost of revenue:
Construction			65,868				89.1	%(1)			21,511				89.1	%(1)			58,724				88.0	%(1)
Service			13,950				77.6	%(2)			2,259				81.4	%(2)			12,656				78.3	%(2)
Total cost of revenue			79,818				86.9	%			23,770				88.3	%			71,380				86.1	%
Selling, general and administrative
Construction			4,399				4.8	%			1,149				4.3	%			4,981				6.0	%
Service			2,431				2.6	%			563				2.1	%			2,419				2.9	%
Corporate			3,377				3.7	%			2,187				8.1	%			1,807				2.2	%
Total selling, general and administrative expenses			10,207				11.1	%			3,899				14.5	%			9,207				11.1	%
Amortization of intangibles			1,454				1.6	%			—				0.0	%			—				0.0	%
Operating Income			410				0.4	%			(745	)			-2.8	%			2,312				2.8	%
Other expenses:
Corporate			874				1.0	%			174				0.6	%			835				1.0	%
Total other expenses			874				1.0	%			174				0.6	%			835				1.0	%
(Loss) income from operations before provision for income taxes			(464	)			-0.5	%			(919	)			-3.4	%			1,477				1.8	%
Income tax benefit			2,277				2.5	%			—				0.0	%			—				0.0	%
Net (loss) income			1,813				2.0	%			(919	)			-3.4	%			1,477				1.8	%
Dividends on redeemable convertible preferred stock			160				0.2	%			—				0.0	%			—				0.0	%
Net (loss) income attributable to Limbach common stockholders		$	1,653				1.8	%		$	(919	)			-3.4	%		$	1,477				1.8	%

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Comparison of select financial data:

		Successor				Predecessor				Predecessor
		July 20, 2016 through September 30, 2016				July 1, 2016 through July 19, 2016				July 1, 2015 through September 30, 2015				Increase/(Decrease)
(Amounts in thousands except for percentages)		($)				($)				($)				($)				(%)
Revenue:
Construction		$	73,917			$	24,150			$	66,739			$	31,328				46.9	%
Service			17,972				2,774				16,160				4,586				28.4	%
Total revenue			91,889				26,924				82,899				35,914				43.3	%
Cost of revenue:
Construction			65,868				21,511				58,724				28,655				48.8	%
Service			13,950				2,259				12,656				3,553				28.1	%
Total cost of revenue			79,818				23,770				71,380				32,208				45.1	%
Gross Profit:
Construction			8,049				2,639				8,015				2,673				33.3	%
Service			4,022				515				3,504				1,033				29.5	%
Total gross profit			12,071				3,154				11,519				3,706				32.2	%
Selling, general and administrative expenses:
Construction			4,399				1,149				4,981				567				11.4	%
Service			2,431				563				2,419				575				23.8	%
Corporate			3,377				2,187				1,807				3,757				207.9	%
Total selling, general and administrative expenses			10,207				3,899				9,207				4,899				53.2	%
Amortization of intangibles			1,454				—				—				1,454				100.0	%
Income (loss) from operations:
Construction			3,650				1,490				3,034				2,106				69.4	%
Service			1,591				(48	)			1,085				458				42.2	%
Corporate			(4,831	)			(2,187	)			(1,807	)			(5,211	)			288.4	%
Total income (loss) from operations			410				(745	)			2,312				(2,647	)			-114.5	%

Revenue

Revenue was $91.9 million for July 20, 2016 through September 30, 2016 (Successor) and $26.9 million for July 1, 2016 through July 19, 2016 (Predecessor) as compared to $82.9 million for July 1, 2015 through September 30, 2015. Revenue increased $35.9 million, or 43.3%, for July 20, 2016 through September 30, 2016 (Successor) and July 1, 2016 through July 19, 2016 (Predecessor) as compared to the same period for 2015. Construction revenue increased by $31.3 million, or 46.9%, and Service revenue increased by $4.6 million, or 28.4%. The increase in Construction revenue was primarily driven by growth in Southern California ($4.1 million), Florida ($7.5 million) and Michigan ($17.5 million). The increase in Service revenue resulted primarily from the Company’s focus over recent years on developing longer term customer relationships and sales of larger service owner-direct projects and contracts. All regions, with the exception of Michigan experienced growth in Service revenue between Q3 2015 compared to Q3 2016.

Gross Profit

Gross profit was $12.1 million for July 20, 2016 through September 30, 2016 (Successor) and $3.2 million for July 1, 2016 through July 19, 2016 (Predecessor) as compared to $11.5 million for July 1,

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2015 through September 30, 2015. Gross profit increased $3.7 million, or 32.2%, for July 20, 2016 through September 30, 2016 (Successor) and July 1, 2016 through July 19, 2016 (Predecessor) as compared to the same period for 2015. Construction gross profit increased $2.7 million, or 33.3%. Service gross profit increased $1.0 million, or 29.5%. The increase in gross profit resulted from an increase in revenue. The decrease in construction gross profit was caused by a large construction project in the Michigan branch that was taken at a slightly lower gross profit than other projects. The large project accounted for 28% of the construction revenue for the predecessor and successor periods.

Selling, General and Administrative Expenses

Selling, general and administrative expenses were $10.2 million for July 20, 2016 through September 30, 2016 (Successor) and $3.9 million for July 1, 2016 through July 19, 2016 (Predecessor) as compared to $9.2 million for July 1, 2015 through September 30, 2015. Selling, general and administrative expenses increased $4.9 million, or 53.2%, for July 20, 2016 through September 30, 2016 (Successor) and July 1, 2016 through July 19, 2016 (Predecessor) as compared to the same period for 2015. For the period from July 1, 2016 through July 19, 2016 (Predecessor), the Company incurred $1.5 million related to stock option compensation expense incurred in connection with the Business Combination. The Successor incurred direct transaction costs of $0.1 million and other compensation expense of $0.6 million related to the Business Combination. The remaining increase was primarily due to an increase in the salary and benefits for selling and support staff at corporate, and additional staff in Michigan and Florida to support the backlog and Eastern PA and Western PA staff additions. The company also added to its Service sales staff.

Amortization of intangibles

Total amortization expense for the amortizable intangible assets was $1.5 million for July 20, 2016 through September 30, 2016 (Successor). There were no intangible assets in the Predecessor periods, and accordingly no amortization expense.

Other Expense

Other expense was $0.9 million for July 20, 2016 through September 30, 2016 (Successor) and $0.2 million for July 1, 2016 through July 19, 2016 (Predecessor) as compared to $0.8 million for July 1, 2015 through September 30, 2015. Other expense increased $0.3 million, or 37.5%, for July 20, 2016 through September 30, 2016 (Successor) and July 1, 2016 through July 19, 2016 (Predecessor) as compared to the comparable period for 2015, due to an increase in interest expense of $0.2 million, resulting from the new senior term debt. New construction projects began during the first half of 2016 which required additional working capital and revolver borrowing. As these projects progress, we anticipate that our borrowing needs will decrease.

Provision for Income Taxes

The Predecessor is a limited liability company treated as a partnership for federal and state income tax purposes with all income tax liabilities or benefits being passed to the members. As part of purchase accounting, the Company was required to record all of Limbach’s acquired assets and liabilities at their acquisition date fair value. The Company established deferred tax assets as well as deferred tax liabilities related to indefinite-lived intangibles through the purchase price allocation. The Company’s current federal and state income taxes are $0.4 million which are offset by $2.7 million of deferred income tax benefits for a net deferred income tax benefit of $2.3 million for the period from July 20, 2016 through September 30, 2016 (Successor). The Company has a net deferred tax asset of $3.1 million as of September 30, 2016 (Successor). Prior to the Business Combination, the Company had a deferred tax asset of $2.3 million which was offset by an equivalent valuation allowance. The valuation allowance was recorded due to management’s assumptions and judgments regarding the recoverability of the deferred tax asset, based on the more likely than not criterion. Upon the consummation of the Business Combination, management determined that no valuation allowance was required and it was reversed. This resulted in $2.3 million of deferred income tax benefit, and an unusually high effective tax rate of 364.6%, within the Successor period from July 20, 2016 through September 30, 2016.

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Comparison of Results of Operations for July 20, 2016 through September 30, 2016 (Successor), January 1, 2016

Through July 19, 2016 (Predecessor), and January 1, 2015 through September 30, 2015 (Predecessor)

The following table presents operating results for July 20, 2016 through September 30, 2016 (Successor), January 1, 2016 through July 19, 2016 (Predecessor) and January 1, 2015 through September 30, 2015 (Predecessor), in absolute terms and expressed as a percentage of total revenue, as compared below:

		Successor								Predecessor
		July 20, 2016 through September 30, 2016								January 1, 2016 through July 19, 2016								January 1, 2015 through September 30, 2015
(Amounts in thousands except for percentage)		($)				(%)				($)				(%)				($)				(%)
Statement of Operations Data:
Revenue:
Construction		$	73,917				80.4	%		$	183,100				82.7	%		$	194,284				81.1	%
Service			17,972				19.6	%			38,291				17.3	%			45,286				18.9	%
Total revenue			91,889				100.0	%			221,391				100.0	%			239,570				100.0	%
Cost of revenue:
Construction			65,868				89.1	%(1)			162,800				88.9	%(1)			172,147				88.6	%(1)
Service			13,950				77.6	%(2)			30,111				78.6	%(2)			35,173				77.7	%(2)
Total cost of revenue			79,818				86.9	%			192,911				87.1	%			207,320				86.5	%
Selling, general and administrative
Construction			4,399				4.8	%			11,680				5.3	%			14,982				6.3	%
Service			2,431				2.6	%			6,302				2.8	%			7,452				3.1	%
Corporate			3,377				3.7	%			6,033				2.7	%			5,020				2.1	%
Total selling, general and administrative expenses			10,207				11.1	%			24,015				10.8	%			27,454				11.5	%
Amortization of intangibles			1,454				1.6	%			—				0.0	%			—				0.0	%
Operating Income			410				0.4	%			4,465				2.0	%			4,796				2.0	%
Other expenses:
Corporate			874				1.0	%			1,897				0.9	%			2,357				1.0	%
Total other expenses			874				1.0	%			1,897				0.9	%			2,357				1.0	%
(Loss) income from operations before provision for income taxes			(464	)			-0.5	%			2,568				1.2	%			2,439				1.0	%
Income tax benefit			2,277				2.5	%			—				0.0	%			—				0.0	%
Net (loss) income			1,813				2.0	%			2,568				1.2	%			2,439				1.0	%
Dividends on redeemable convertible preferred stock			160				0.2	%			—				0.0	%			—				0.0	%
Net (loss) income attributable to Limbach common stockholders		$	1,653				1.8	%		$	2,568				1.2	%		$	2,439				1.0	%

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Comparison of select financial data:

		Successor				Predecessor				Predecessor
		July 20, 2016 through September 30, 2016				January 1, 2016 through July 19, 2016				January 1, 2015 through September 30, 2015				Increase/(Decrease)
(Amounts in thousands except for percentages)		($)				($)				($)				$				%
Revenue:
Construction		$	73,917			$	183,100			$	194,284			$	62,733				32.3	%
Service			17,972				38,291				45,286				10,977				24.2	%
Total revenue			91,889				221,391				239,570				73,710				30.8	%
Cost of revenue:
Construction			65,868				162,800				172,147				56,521				32.8	%
Service			13,950				30,111				35,173				8,888				25.3	%
Total cost of revenue			79,818				192,911				207,320				65,409				31.5	%
Gross Profit:
Construction			8,049				20,300				22,137				6,212				28.1	%
Service			4,022				8,180				10,113				2,089				20.7	%
Total gross profit			12,071				28,480				32,250				8,301				25.7	%
Selling, general and administrative expenses:
Construction			4,399				11,680				14,982				1,097				7.3	%
Service			2,431				6,302				7,452				1,281				17.2	%
Corporate			3,377				6,033				5,020				4,390				87.5	%
Total selling, general and administrative expenses			10,207				24,015				27,454				6,768				24.7	%
Amortization of intangibles			1,454				—				—				1,454				100.0	%
Income (loss) from operations:
Construction			3,650				8,620				7,155				5,115				71.5	%
Service			1,591				1,878				2,661				808				30.4	%
Corporate			(4,831	)			(6,033	)			(5,020	)			(5,844	)			116.4	%
Total income (loss) from operations			410				4,465				4,796				79				1.6	%

Revenue

Revenue was $91.9 million for July 20, 2016 through September 30, 2016 (Successor) and $221.4 million for January 1, 2016 through July 19, 2016 (Predecessor) as compared to $239.6 million for January 1, 2015 through September 30, 2015. Revenue increased $73.7 million, or 30.8%, for July 20, 2016 through September 30, 2016 (Successor) and January 1, 2016 through July 19, 2016 (Predecessor) as compared to the same period for 2015. Construction revenue increased by $62.7 million, or 32.3%, and Service revenue increased by $11.0 million, or 24.2%. The increase in Construction revenue was primarily driven by growth in the Southern California ($22.3 million), Florida ($17.2 million), and Michigan ($29.1 million) regions and partially offset by decline in the Mid Atlantic ($9.1 million) region. The $13.9 million increase in Service revenue resulted primarily from the Company’s focus over recent years on developing longer term customer relationships and sales of larger service owner-direct projects and contracts. Growth in Ohio $5.9 million, Florida $4.3 million, and Southern California $2.6 million caused the overall service revenue growth.

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Gross Profit

Gross profit was $12.1 million for July 20, 2016 through September 30, 2016 (Successor) and $28.5 million for January 1, 2016 through July 19, 2016 (Predecessor) as compared to $32.3 million for January 1, 2015 through September 30, 2015. Gross profit increased $8.3 million, or 25.7%, for July 20, 2016 through September 30, 2016 (Successor) and January 1, 2016 through July 19, 2016 (Predecessor) as compared to the same period for 2015. Construction gross profit increased $6.2 million, or 28.1%. Service gross profit increased $2.1 million, or 20.7%. The increase in gross profit resulted from increase in revenue. The total gross profit percentage decreased from 13.5% as of September 30, 2015 to 12.9% as of September 30, 2016. The increase in Construction gross profit was primarily driven by growth in the Southern California $2.5 million, Florida $2.4 million, Michigan $2.5 million regions and partially offset by decline in the Mid Atlantic $1.5 million. Service gross profit percentage of 21.7% for January 1, 2016 through September 30, 2016 represented a decrease from 22.3% for January 1, 2015 through September 30, 2015 due to the Company performing larger service projects which produce higher gross profit dollars at a lower gross profit percentage indicating that the core annuity like service and maintenance business continues to grow and produce favorable gross margin. Growth in Ohio $1.1 million, Florida $1.0 million, and Southern California $.5 million caused the overall Service gross profit growth.

Selling, General and Administrative Expenses

Selling, general and administrative expenses were $10.2 million for July 20, 2016 through September 30, 2016 (Successor) and $24.0 million for January 1, 2016 through July 19, 2016 (Predecessor) as compared to $27.5 million for January 1, 2015 through September 30, 2015. Selling, general and administrative expenses increased $6.8 million, or 24.7%, for July 20, 2016 through September 30, 2016 (Successor) and January 1, 2016 through July 19, 2016 (Predecessor) as compared to the same period for 2015. For the period from January 1, 2016 through July 19, 2016 (Predecessor), the Company incurred $1.5 million related to stock option compensation expense incurred in connection with the Business Combination. The Successor incurred transaction costs of $0.1 million and other compensation expense of $0.6 million related to the Business Combination. The remaining increase was primarily due to an increase in the salary and benefits for selling and support staff at corporate, additional incentive accrual, investment in IT infrastructure and additional staff in Michigan and Florida to support backlog.

Amortization of intangibles

Total amortization expense for the amortizable intangible assets was $1.5 million for July 20, 2016 through September 30, 2016 (Successor). There were no intangible assets in the Predecessor periods, and accordingly no amortization expense.

Other Expense

Other expense was $0.9 million for July 20, 2016 through September 30, 2016 (Successor) and $1.9 million for January 1, 2016 through July 19, 2016 (Predecessor) as compared to $2.4 million for January 1, 2015 through September 30, 2015 (Predecessor). Other expense increased $0.4 million, or 17.6%, for July 20, 2016 through September 30, 2016 (Successor) and January 1, 2016 through July 19, 2016 (Predecessor) as compared to the comparable period for 2015, due to an increase in interest expense of $0.4 million, resulting from the new senior debt which has a much higher balance in the Successor period, as well as a higher subordinated debt balance from January 1, 2016 to July 19, 2016 (Predecessor) versus January 1, 2015 through September 30, 2015 (Predecessor). New construction projects began during the first half of 2016 which required additional working capital and revolver borrowing. As these projects progress, we anticipate that our borrowing needs will decrease.

Provision for Income Taxes

The Predecessor is a limited liability company treated as a partnership for federal and state income tax purposes with all income tax liabilities or benefits being passed to the members. As part of purchase accounting, the Company was required to record all of Limbach’s acquired assets and liabilities at their acquisition date fair value. The Company established deferred tax assets as well as deferred tax liabilities related to indefinite-lived intangibles through the purchase price allocation. The Company’s current federal and

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state income taxes are $0.4 million which are offset by $2.7 million of deferred income tax benefits for a net deferred income tax benefit of $2.3 million for the period from July 20, 2016 through September 30, 2016 (Successor). The Company has a net deferred tax asset of $3.1 million as of September 30, 2016 (Successor). Prior to the Business Combination, the Company had a deferred tax asset of $2.3 million which was offset by an equivalent valuation allowance. The valuation allowance was recorded due to management’s assumptions and judgments regarding the recoverability of the deferred tax asset, based on the more likely than not criterion. Upon the consummation of the Business Combination, management determined that no valuation allowance was required and it was reversed. This resulted in $2.3 million of deferred income tax benefit, and an unusually high effective tax rate of 364.6%, within the Successor period from July 20, 2016 through September 30, 2016.

Year Ended December 31, 2015 — Predecessor Compared to Year Ended December 31, 2014 — Predecessor

Revenues

Revenue increased $36.9 million in the year ended December 31, 2015, or 12.5%, compared to the year ended December 31, 2014. Our 2015 revenue returned to levels consistent with our historical performance, as a substantial portion of the increased revenue related to the lack of severe weather conditions in comparison to 2014. Revenues from our operations in our northern regions during the year ended December 31, 2014 were negatively impacted by the unusually harsh winter and our operations in our southern regions experienced delays in existing backlog projects which pushed revenue to be realized in calendar year 2015. Overall sales improved in the second half of 2014 which contributed to further increases in revenues in the year ended December 31, 2015.

		Year Ended December 31,
		2014				2015
		(in thousands)
Revenue:
Construction		$	244,438				273,563
Service			49,988				57,787
Total			294,436				331,350

Construction Revenue grew by $29.1 million, or 11.9%, year over year, primarily due to the factors discussed above. Service revenue grew by $7.8 million, or 15.6%, year over year which also contributed to the overall increase in revenue. Expansion of the scope of construction business in the Mid-Atlantic region contributed approximately $5 million to the construction revenue growth. Branches that experienced significant changes in construction revenue were increases in Southern California of $19.0 million, $10 million in Mid Atlantic (which includes the increased scope of construction business), $8 million in Michigan, $6 million in Eastern Pennsylvania. These amounts were offset by decreases of $12 million, $3 million and $2 million in Ohio, Florida, and New England, respectively. The increase in service revenue was attributable to a renewed focus on service sales which began in 2012 with the hiring of and investment in additional service sales staff. The realization of revenue from service sales investment can take between twelve and eighteen months to develop due to the lead time in service sales. The increase in service revenue was primarily driven by an increase of $7 million in Ohio.

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Gross Profit

		Year Ended December 31,
		2014				2015
		(in thousands)
Construction		$	26,163				32,136
Service			12,892				13,276
Total			39,055				45,412

The $6.3 million increase in total gross profit is directly related to the construction revenue growth. Construction project execution improved in 2015 which positively impacted construction gross profit. Increases in gross profit were primarily driven by increases of $2.2 million, $2.1 million, $1.4 million and $1.1 million in Mid-Atlantic, Southern California, Michigan and Western Pennsylvania, respectively. These increases were partially offset by a decrease in gross profit in Ohio of $2.2 million. Service gross profit increased due to increased service revenue, although the service gross margin decreased year over year because of larger owner-directed service projects, which tend to have lower margins than maintenance contracts. In addition, construction and service productivity was not negatively impacted in 2015 as it was in 2014 by the harsh winter weather.

Selling, General and Administrative Expenses

		Year ended December 31,
		2014				2015
		(in thousands)
Construction		$	20,892				19,278
Service			9,468				9,855
Corporate			3,612				8,634
Total			33,972				37,767
Percentage of Revenue			11.4	%			11.5	%

Selling, general and administrative expenses increased $3.8 million in the year ended December 31, 2015 as sales staff and operations oversight staff were added to meet the demands of growth in our business and we incurred costs in opening additional business locations to meet market demand. Additional sales staff added $400,000 of expenses to SG&A and operations, engineering, and project management staff additions to handle current and future growth increased SG&A by approximately $500,000. Satellite offices were opened in three branches to meet existing customer demands at more distant locations. Each satellite office added approximately $75,000 – $100,000 to SG&A. An increase in incentive compensation expense of $2.7 million as a result of stronger operating results drove the remainder of the increase in expense. Cost controls in employee benefits, information technology, travel, and other areas caused selling, general and administrative expense as a percentage of revenue to decline despite the increase in expenses. The 11.2% increase in total general and administrative expenses was lower than the 12.5% increase in revenue growth year over year.

Other Income (Expense)

		Year Ended December 31,
		2014				2015
		(in thousands)
Other income (expense)		$	(3,097	)			(3,273	)
Percentage of revenue			(1.1	)%			(1.0	)%

Interest Expense increased $66,000 due to subordinate debt interest and additional revolver borrowing. A net loss of $73,000 on disposal of equipment in 2015, compared to a net gain of $37,000 in 2014 contributed to the increase. We do not allocate interest expense across our operating segments.

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Year Ended December 31, 2014 — Predecssor Compared to Year Ended December 31, 2013 — Predecessor

Segment information for the years ended December 31, 2013 and 2014 is as follows:

		Year Ended December 31,
		2013				2014
		(in thousands)
Revenues:
Construction		$	287,878			$	244,438
Service			39,903				49,998
Total		$	327,781			$	294,436
Gross Profit:
Construction		$	33,113			$	26,163
Service			9,965				12,892
Total		$	43,078			$	39,055
Selling, General and Administrative Expense:
Construction		$	20,745			$	20,892
Service			7,231				9,468
Corporate			6,753				3,612
Total		$	34,729			$	33,972
Income (Loss) from Operations:
Construction		$	8,885			$	2,602
Service			2,734				3,424
Corporate			(3,270	)			(943	)
Total		$	8,349			$	5,083
Other Data:
Depreciation and Amortization:
Construction		$	1,405			$	1,438
Service			426				469
Corporate			759				687
Total		$	2,590			$	2,594

Revenue

		Year Ended December 31,
		2013				2014
		(in thousands)
Construction		$	287,878			$	244,438
Service		$	39,903			$	49,998
Total		$	327,781			$	294,436

Revenue decreased $33.3 million in the year ended December 31, 2014, or 10.2%, compared to the year ended December 31, 2013. 2013 revenue in a few branches exceeded plan due to successful sales in 2012 and previous years and project changes that increased in scope and revenue. 2014 revenue was below expectations due to the unusually harsh winter which negatively impacted our construction segment in northern regions and stalled projects in certain southern regions. In addition, a few major construction projects were completed in 2013 that were not offset by similarly large projects in 2014. Service revenue grew by $10.1 million, or 25.30%, year over year which offset the negative impact of construction project delays. The decrease in construction revenue was primarily driven by decreases of $19 million, $17 million, $6 million and $5 million in each of Southern California, Florida, Ohio and Eastern Pennsylvania, respectively. These decreases were partially offset by an increase in Mid-Atlantic construction revenue of $7 million. The increase in service

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revenue was primarily attributable to increases of $5.3 million, $2.5 million and $1.8 million in each of Mid-Atlantic, Florida, and Western Pennsylvania, respectively.

Gross Profit

		Year Ended December 31,
		2013				2014
		(in thousands)
Construction		$	33,113			$	26,163
Service		$	9,965			$	12,892
Total		$	43,078			$	39,055

The $4.0 million decrease in gross profit is directly related to the decrease in construction revenue in the year ended December 31, 2014 compared to the year ended December 31, 2013. The harsh weather in the winter of 2014 had a dramatic negative impact on productivity on construction projects and service work, which negatively affected gross profit. Decreases in gross profit in Southern California and Florida resulted from project delays that caused inefficiencies and higher costs that decreased project margin in the year ended December 31, 2014. Michigan, New England and Mid-Atlantic experienced significant project productivity impacts on new construction projects because of the harsh winter weather, further contributing to the decrease in gross profit. In addition to the weather impact, we experienced material gross profit losses on two projects that were recognized in 2014 and which decreased construction gross margin by approximately 21%. Service gross margin grew by 29.4%, which helped offset the negative construction impact. The decrease in gross profit in construction was also attributable to decreases of $3.7 million and $1.9 million, and 1.2 million in Southern California, Florida, and Western Pennsylvania, respectively, partially offset by an increase of $1.6 million in Mid-Atlantic. The increase in gross profit in service was primarily driven by increases of $1.2 million, $0.7 million, and $0.5 million in Mid-Atlantic, Florida, and Western Pennsylvania, respectively.

Selling, General and Administrative Expenses

		Year Ended December 31,
		2013				2014
		(in thousands)
Construction		$	20,745				20,892
Service			7,231				9,468
Corporate			6,753				3,612
Total		$	34,729				33,972
Percentage of Revenue			10.6	%			11.4	%

Selling, general and administrative expenses decreased slightly in the year ended December 31, 2014 as compared to the year ended December 31, 2013. This decrease was a result of reduced construction activity in the three months ended March 31, 2014 as compared to the prior year period. The decrease in revenue in 2014 as compared to 2013 required reduction in general and administrative expenses to maintain profitability. Specifically, we reduced or eliminated employee salary increases and incentives, reduced discretionary travel expenses, and deferred information technology expenses. In reaction to market conditions, we invested in construction and service sales training and development which slightly offset other general and administrative expense.

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Other Income (Expense)

		Year Ended December 31,
		2013				2014
		(in thousands)
Other income (expense)		$	(3,046	)			(3,097	)
Percentage of revenue			-0.9	%			-1.1	%

Increased interest expense due to subordinated debt levels caused the total increase in Other income (expense) in the year ended December 31, 2014 as compared to the year ended December 31, 2013.

Seasonality, Cyclicality and Quarterly Trends

Severe weather can impact our operations. In the northern climates where we operate, and to a lesser extent the southern climates as well, severe winters can slow our productivity on construction projects, which shifts revenue and gross profit recognition to a later period. Our maintenance operations may also be impacted by mild or severe weather. Mild weather tends to reduce demand for our maintenance services, whereas severe weather may increase the demand for our maintenance and spot services. Our operations also experience mild cyclicality, as building owners typically work through maintenance and capital projects at an increased level during the third and fourth calendar quarters of each year.

Effect of Inflation

The prices of products such as steel, pipe, copper and equipment from manufacturers are subject to fluctuation. While it is difficult to accurately measure the impact of inflation due to the imprecise nature of the estimates required, we believe the effects of inflation, if any, on our results of operations and financial condition have been immaterial. When appropriate, we include cost escalation factors into our bids and proposals. In addition, we are often able to mitigate the impact of future price increases by entering into fixed price purchase orders for materials and equipment and subcontracts on our projects.

Non-GAAP Measures

Use of Non-GAAP Financial Measures

Adjusted EBITDA is a non-GAAP financial measure. We define Adjusted EBITDA as net income, plus depreciation and amortization expense, interest expense, taxes, and non-operating expenses such as management and consulting fees. We believe that Adjusted EBITDA is meaningful to our investors to enhance their understanding of our financial performance for the current period exclusive of expenses that will not reoccur. We understand that Adjusted EBITDA is frequently used by securities analysts, investors and other interested parties as a measure of financial performance and to compare our performance with the performance of other companies that report Adjusted EBITDA. Our calculation of Adjusted EBITDA, however, may not be comparable to similarly titled measures reported by other companies. When assessing our operating performance, investors and others should not consider this data in isolation or as a substitute for net income calculated in accordance with GAAP. Further, the results presented by Adjusted EBITDA cannot be achieved without incurring the costs that the measure excludes. A reconciliation of Adjusted EBITDA to net income, the most comparable GAAP measure, is provided under “Reconciliation of non-GAAP financial measures” below.

TABLE OF CONTENTS

Reconciliation of Non-GAAP Financial Measures

The following table reconciles net income (the most comparable GAAP financial measure) to Adjusted EBITDA for the periods presented in this table and elsewhere in this prospectus. The notes to the table below contain a further description of the adjustments.

		Successor				Predecessor
(Amounts in thousands)		July 20, 2016 through September 30, 2016 ($)				July 1, 2016 through July 19, 2016 ($)				July 1, 2015 through September 30, 2015 ($)
Net income		$	1,813			$	(919	)		$	1,477
Adjustments:
Depreciation and amortization			2,789				149				594
Interest Expense			853				179				829
Taxes			(2,277	)			—				147
Management Fees(1)			—				71				341
Consulting fees(2)			—				—				35
Adjusted EBITDA attributable to Limbach common stockholders		$	3,178			$	(520	)		$	3,423