Acquisition of Jake Marshall, LLC slide image

Acquisition of Jake Marshall, LLC

Transaction Terms and Structure QLIMBACH Valuation • • The net consideration paid at closing was $20 million in cash¹, which represents an enterprise value multiple of approximately 4.5x historical average EBITDA² Additional earn-out opportunities totaling an aggregate maximum of up to $6 million contingent on performance in calendar years 2022 and 20233 Structure and Financing Acquisition of 100% of the equity of Jake Marshall, LLC and affiliated business Enterprise value of $20 million financed with available cash in the amount of $10 million and additional term loan borrowings of $10 million provided by the Company's lenders о No increase in Prime interest rate margin O Incremental term debt amortizable monthly in the amount of approximately $120,000 per month Cash at Closing¹ Contingent Consideration Total TRANSACTION STRUCTURE $20 million Includes $10 million of incremental term debt $6 million Subject to performance in 2022 and 20232 $26 million 1. Total consideration received by the Sellers was (i) $21.3 million, consisting of the $20 million enterprise value consideration paid by Limbach plus (ii) Jake Marshall's cash on hand, net of a working capital adjustment, which was retained by the Sellers. Subject to customary post-closing adjustments. 2. Based on audited financial statements for the years 2014-2020. 3. Each earn-out payment is contingent on Jake Marshall generating not less than $8 million in gross profit, and would be maximized at $10 million or more in gross profit. The earn-out payment would be earned ratably as the Company's gross profit increases from $8 million to $10 million. Each earn-out payment opportunity is independent of the other. 7
View entire presentation