Annual report pursuant to Section 13 and 15(d)

Business Combination

v3.7.0.1
Business Combination
12 Months Ended
Dec. 31, 2016
Business Combinations [Abstract]  
Business Combination Disclosure [Text Block]
Note 4 – Business Combination
 
On July 20, 2016, pursuant to the Merger Agreement, a wholly owned subsidiary of the Company merged with and into LHLLC in a transaction accounted for as a business combination. Following this transaction, 1347 Capital changed its name to Limbach Holdings, Inc. The Company previously allocated the fair value of the assets acquired and liabilities assumed based on a preliminary allocation valuation. The final valuations of assets acquired and liabilities assumed have been performed and retrospectively adjusted to increase the fair value of financial statement line items below.
 
 
 
Previously
 
 
 
As of
 
(in thousands)
 
Reported
 
Adjustment
 
July 20, 2016
 
Cash and cash equivalents
 
$
238
 
$
-
 
$
238
 
Restricted cash
 
 
63
 
 
-
 
 
63
 
Accounts receivable
 
 
80,930
 
 
-
 
 
80,930
 
Property and equipment
 
 
19,524
 
 
1,466
 
 
20,990
 
Intangible assets
 
 
21,010
 
 
(100)
 
 
20,910
 
Costs and estimated earnings in excess of billings on uncompleted contracts
 
 
39,443
 
 
(1,228)
 
 
38,215
 
Other current assets
 
 
2,111
 
 
161
 
 
2,272
 
Other assets
 
 
130
 
 
-
 
 
130
 
Advances to and equity in joint ventures, net
 
 
6
 
 
-
 
 
6
 
Deferred tax assets
 
 
380
 
 
-
 
 
380
 
Total assets acquired
 
 
163,835
 
 
299
 
 
164,134
 
Accounts payable, including retainage
 
 
35,596
 
 
-
 
 
35,596
 
Accrued expenses and other current liabilities
 
 
26,507
 
 
-
 
 
26,507
 
Billings in excess of costs on and estimated earnings on uncompleted contracts
 
 
30,548
 
 
(480)
 
 
30,068
 
Long-term debt
 
 
30,858
 
 
-
 
 
30,858
 
Other long term liabilities
 
 
1,239
 
 
(594)
 
 
645
 
Total liabilities assumed
 
 
124,748
 
 
(1,074)
 
 
123,674
 
Net assets acquired
 
$
39,087
 
$
1,373
 
$
40,460
 
 
In addition, as a result of the retrospective adjustment, intangible amortization expense decreased by $79 thousand and depreciation expense increased by $30 thousand during the fourth quarter of 2016.
 
LHLLC’s equity holders and option holders received consideration comprised of (a) $32.4 million in cash, (b) 2,200,005 shares of Company common stock, (c) 666,670 merger warrants, each exercisable for one share of Company common stock at an exercise price of $12.50 per share, and (d) 1,000,006 additional warrants, each exercisable for one share of Company common stock at an exercise price of $11.50 per share. Certain of the shares and warrants are subject to lockup agreements and securities law restrictions. Additional cash in excess of fair value of $0.6 million was paid to LHLLC (Predecessor) Class C Unit Option holders, resulting in share-based compensation expense to Limbach Holdings, Inc. (Successor) of $0.6 million for the period from July 20, 2016 through December 31, 2016. Total cash paid, including the additional share-based compensation, was $33.0 million.
 
The fair value of the consideration paid was as follows:
 
 
 
 
 
As of
 
 
 
 
 
July 20,
 
(in thousands, except shares and per share amounts)
 
 
 
2016
 
Purchase price
 
 
 
 
 
 
 
Cash consideration paid for Limbach Facilities common shares
 
 
 
 
$
32,396
 
 
 
 
 
 
 
 
 
Number of 1347 Capital common shares delivered
 
 
2,200,005
 
 
 
 
Fair value on July 20, 2016
 
 
 
 
 
17,465
 
 
 
 
 
 
 
 
 
Number of 1347 Capital warrants delivered, 5 year, $11.50 strike price
 
 
1,000,006
 
 
 
 
Fair value on July 20, 2016
 
 
 
 
 
599
 
 
 
 
 
 
 
 
 
Number of 1347 Capital warrants delivered, 7 year, $12.50 strike price
 
 
666,670
 
 
 
 
Fair value on July 20, 2016
 
 
 
 
 
488
 
 
 
 
 
 
 
 
 
Total consideration paid
 
 
 
 
$
50,948
 
 
As part of the consideration in the Business Combination, the Company issued equity securities to LHLLC’s equity holders pursuant to an effective registration statement (common stock and Merger Warrants) and pursuant to a private placement (Additional Merger Warrants) under Section 4(a)(2) of the Securities Act of 1933, as amended (“Securities Act”). Securities Act restrictions on the resale of such securities constitute a security-specific restriction under fair value guidance; therefore, a price adjustment to the fair value is appropriate for affiliates of the Company who own in excess of 10% of the outstanding securities. Fair value determinations for the securities used as consideration are valued at market prices, unless they have a security-specific restriction. Fair value determination for securities with security-specific restrictions under federal securities laws incorporate a price adjustment to the market price.
 
In connection with the Business Combination, 2,800,000 shares of the former 1347 Capital Corp. common stock were redeemed for cash totaling $28.0 million by stockholders who elected to redeem their existing shares in connection with the vote to approve the merger transaction. There were 3,995,919 public shares of 1347 Capital Corp. common stock subject to mandatory conversion prior to the Business Combination. This conditionally convertible common stock (including stock that featured conversion rights that were either within the control of the holder or subject to conversion upon the occurrence of uncertain events not solely within 1347 Capital Corp’s control) was reclassified from a liability to stockholders’ equity at the time of conversion in connection with the Business Combination.
 
As of July 20, 2016, non-affiliate shareholders (as defined under federal securities laws), who received securities resulting from the Business Combination, owned the following Company securities:
 
 
457,005 shares of common stock, valued at $9.01 (Merger Shares)
 
 
137,569 Merger Warrants, 7-year expiration, each exercisable for one share of common stock at a price of $12.50 per share, valued at $1.13 per warrant
 
 
206,355 Additional Warrants, 5-year expiration, each exercisable for one share of common stock at a price of $11.50 per share, valued at $0.98 per warrant
 
One shareholder entity, which qualified as an affiliate of the Company under federal securities laws, owned securities  that were subject to a price adjustment in the fair value computation of consideration paid via the Business Combination at July 20, 2016. As of July 20, 2016, this affiliate received the following securities, all of which resulted from the business combination:
 
 
1,743,000 Merger Shares, valued at $7.66
 
 
529,101 Merger Warrants, 7-year expiration, each exercisable for one share of common stock at a price of $12.50 per share, valued at $0.63 per warrant
 
 
793,651 Additional Warrants, 5-year expiration, each exercisable for one share of common stock at a price of $11.50 per share, valued at $0.50 per warrant
 
The valuation of the warrants issued in connection with the Business Combination was performed using the Black-Scholes option model with the following inputs. A price adjustment of 15% to the stock price input was made for the securities held by the affiliate. The stock price input used for non-affiliates’ shares was 100% of the stock price fair value at July 20, 2016.
   
Merger Shares:    
 
 
 
Affiliate
 
 
Non-Affiliates
 
Current stock price
 
$
7.66
 
 
$
9.01
 
 
$12.50 Merger Warrants:    
 
 
 
Affiliate
 
 
Non-Affiliates
 
Current stock price
 
$
7.66
 
 
$
9.01
 
Exercise price
 
 
12.50
 
 
 
12.50
 
Risk-free rate
 
 
1.27
%
 
 
1.27
%
Expected term (in years)
 
 
7.00
 
 
 
7.00
 
Expected volatility
 
 
20
%
 
 
20
%
Expected dividend yield
 
 
0.00
%
 
 
0.00
%
 
$11.50 Merger Warrants:
 
 
 
Affiliate
 
 
Non-Affiliates
 
Current stock price
 
$
7.66
 
 
$
9.01
 
Exercise price
 
 
11.50
 
 
 
11.50
 
Risk-free rate
 
 
1.15
%
 
 
1.15
%
Expected term (in years)
 
 
5.00
 
 
 
5.00
 
Expected volatility
 
 
20
%
 
 
20
%
Expected dividend yield
 
 
0.00
%
 
 
0.00
%
 
The following is a reconciliation of the purchase price paid in connection with the acquisition over the estimated fair value of net assets acquired, as allocated to goodwill:
 
 
 
As of
 
(in thousands)
 
July 20, 2016
 
Total consideration paid
 
$
50,948
 
Less: Net assets acquired
 
 
40,460
 
Goodwill
 
$
10,488
 
 
Direct transaction-related costs consist of costs incurred in connection with the Merger Agreement and the Business Combination. These costs, totaling $0.1 million for the period from July 20, 2016 through December 31, 2016 (Successor), are reflected in selling, general and administrative expenses in the respective Consolidated Statement of Operations. 1347 Capital also incurred transaction costs of $5.9 million independently prior to the Business Combination, and since the SPAC is not consolidated with the Predecessor (see Note 2 – Significant Accounting Policies, Basis of Presentation), those costs are not reflected in the Predecessor financial statements. 
 
Additional costs consisting of stock option and other compensation-related expenses were recorded in connection with the Business Combination. These costs, totaling $0.6 million for the period from July 20, 2016 through December 31, 2016 (Successor), and $1.5 million for the period July 1, 2016 through July 19, 2016 (Predecessor), are reflected in selling, general and administrative expenses in the respective Consolidated Statements of Operations. This Predecessor amount reflects compensation expense associated with stock options which became fully vested and exercisable in connection with the Business Combination. 
 
The following table summarizes the Company’s final allocation of the identifiable intangible assets acquired as of the July 20, 2016, closing date of the Business Combination:
 
(in thousands)
 
 
 
 
 
Weighted
 
 
Gross
 
Average
 
 
Amount at
 
Amortization
 
 
Acquisition
 
Period (in
 
 
Date
 
Years)
Trade Name
 
$
9,960
 
Indefinite
Backlog – Construction
 
 
4,830
 
2.5 Years
Backlog – Service
 
 
880
 
1 Year
Customer Relationships – Service
 
 
4,710
 
15 Years
Favorable Leasehold Interests
 
 
530
 
8.67 Years
Total Intangible assets, excluding Goodwill
 
$
20,910
 
 
 
Goodwill represents the excess of the purchase price over the estimated fair value assigned to tangible and identifiable intangible assets acquired and liabilities assumed from the Predecessor. Goodwill of $10.5 million was associated with the Business Combination, and is deductible for tax purposes.
 
Per ASC 805-30-50-1, a qualitative description of the factors that make up the goodwill amount recognized includes expected synergies from combining the ability to raise new investment for acquisition and growth in public capital markets, and other intangible assets, such as acquired workforce and growth opportunities, which do not qualify as separately recognizable intangible assets under GAAP.
 
The Company estimated the fair value of its acquired intangible assets using the relief from royalty method for the Trade Name, and the profit contribution method for the Backlog – Construction, Backlog – Service and Customer Relationships – Service. Under the relief from royalty method, the Company’s fair value estimate of their acquired trade name was determined based on the present value of the economic royalty savings associated with the ownership or possession of the trade name based on an estimated royalty rate applied to the cash flows to be generated by the business. Under the profit contribution method, the value of the intangible asset is equal to the present value of the after-tax cash flows attributable solely to the subject intangible asset.
 
The following unaudited pro forma financial information summarizes the combined results of operations for the Company as though the Business Combination had occurred on January 1, 2015:
 
 
 
Pro Forma
 
 
 
Combined Statements of Operations
 
 
 
For the twelve
 
 
 
months
 
 
 
ended December 31,
 
 
 
2016
 
2015
 
(in thousands)
 
 
 
 
 
 
 
Pro forma revenues
 
$
446,994
 
$
331,350
 
Pro forma net income (loss) attributable to common shareholders
 
$
(568)
 
$
(3,966)
 
 
The pro forma financial information does not include any costs related to the Business Combination. In addition, the pro forma financial information does not assume any impacts from revenue, cost or other operating synergies that could be generated as a result of the Business Combination. The unaudited pro forma financial information is not necessarily indicative of what the Company’s results would have been had the Business Combination been consummated on such dates or project results of operations for any future period.
 
The following pro forma adjustments were incorporated into the presentation:
 
 
1.
Successor and Predecessor periods have been combined in the pro forma for the year ended December 31, 2016.
 
2.
Transaction costs related to the Business Combination were eliminated.
 
3.
Intangible amortization is based on the economic values derived from definite-lived intangible assets.
 
4.
Depreciation is incorporated based on the new fair values and estimated useful lives of fixed assets.
 
5.
Interest expense is recognized on new debt financing.
 
6.
Preferred dividends are recognized on the new issue of cumulative redeemable convertible preferred stock.
 
7.
Statutory provision for income taxes was used.
 
8.
The activities of 1347 Capital have been excluded for the period from January 1, 2016 through July 19, 2016 and for the twelve months ended December 31, 2015, because it was not consolidated and its operations were de minimis, as discussed in Note 2 – Significant Accounting Policies, Basis of Presentation.