Limbach Acquires Pioneer Power

Strengthens Position as a Leader in Mission-Critical Mechanical and Maintenance Solutions in the Upper Midwest

WARRENDALE, Pa.--(BUSINESS WIRE)-- Limbach Holdings, Inc. (Nasdaq: LMB) (“Limbach”, or the “Company”), a building systems solutions firm that partners with building owners and facilities managers who have mission-critical mechanical, electrical, and plumbing infrastructure, today announced that it has acquired Pioneer Power, Inc. (“Pioneer Power”, or “PPI”) for a purchase price at closing of $66.1 million, financed through a combination of available cash and borrowings under the Company’s recently expanded revolving credit facility.

Founded in 1947 and formerly 100% ESOP-owned, PPI is a provider of industrial and institutional mechanical solutions serving healthcare, food, power/utility, oil refining and other select end markets in the Greater Twin Cities region and the Upper Midwest. PPI serves owners of mission critical facilities and leverages exceptional industrial piping, HVAC, and plumbing capabilities to execute complex facility shutdowns and turnarounds, capital projects, facility expansions, renovation and retrofit opportunities, and reoccurring industrial maintenance services.

Limbach expects an incremental impact on revenue and adjusted EBITDA in 2025 and anticipates providing an updated outlook for fiscal 2025 when it reports second quarter 2025 results in August. PPI is currently expected to contribute annualized revenue and adjusted EBITDA of approximately $120 million and $10 million, respectively, beginning in 2026. The Company’s primary focus will be on further integrating operations and unlocking synergies in 2026.

The purchase price is subject to customary working capital adjustments and includes owned real property associated with PPI’s headquarters, warehouse, and fabrication facility valued at approximately $4.6 million. In conjunction with the transaction, Limbach entered into an amendment to its credit agreement with its lender, Wheaton Bank & Trust Company, N.A., a subsidiary of Wintrust Financial Corporation, to expand the size of its revolving credit facility from $50 million to $100 million and make other conforming changes to the credit facility.

Management Commentary

“We are excited to welcome the Pioneer Power team to the Limbach family,” said Michael McCann, President and Chief Executive Officer of Limbach. "This acquisition further expands our footprint in the core Midwest region and extends our reach into new geographic markets in the Upper Midwest. Since Pioneer Power generates the majority of its revenue through Owner Direct Relationships (“ODR”), primarily through time and materials contracts and small capital project work focused on maintenance, renovation and retrofit activity, it aligns well with our strategic shift towards prioritizing ODR. Its industrial expertise builds on the capabilities acquired in our recent acquisition of Consolidated Mechanical and brings many new blue-chip customers with extensive and diverse mechanical system needs in large facilities. Our immediate focus will be on integrating operations and unlocking value by applying our proven value creation strategies to grow market share among core customers, improve gross margins over time, and deepen customer relationships as a trusted provider of mission-critical mechanical services.

“With this transaction, Limbach has paid more than $150 million in total consideration for strategic acquisitions since becoming public, all without issuing any stock as consideration. We’ve managed to grow aggressively while preserving stockholder value—financing acquisitions through disciplined cash flow management and targeted use of our balance sheet. Through this prudent financial management, we have maintained significant financial flexibility and low leverage, and we remain well positioned to continue to support organic and acquisition-driven growth initiatives.

“I want to thank the Pioneer Power leadership team, its ESOP shareholders, and its skilled tradespeople for building a highly regarded and capable organization. We appreciate their highly compatible culture and approach to risk management, and commitment to optimizing customers’ facilities through value-enhancing mechanical system solutions,” concluded McCann.

Larry Stevens, Jr., Pioneer Power’s President, added, “The combination of Pioneer Power into Limbach will provide our customers, employees and other stakeholders access to considerable resources to better serve their needs. We are excited to be part of the Limbach organization and look forward to further extending our industrial presence in the Upper Midwest market.”

About Limbach

Limbach is a building systems solutions firm that partners with building owners and facilities managers who have mission-critical mechanical (heating, ventilation, and air conditioning), electrical and plumbing infrastructure. We strive to be an indispensable partner to our customers by providing services that are essential to the operation of their businesses. We work with building owners primarily in six vertical markets: healthcare, industrial and manufacturing, data centers, life science, higher education, and cultural and entertainment. We have approximately 1,600 team members in 21 offices across the eastern United States. Our team members uniquely combine engineering expertise with field installation skills to provide custom solutions that leverage our full life-cycle capabilities, which allows us to address both the operational and capital projects needs of our customers.

About Pioneer Power

Pioneer Power is a full-service mechanical contractor headquartered in the Twin Cities, serving the Upper Midwest since 1947. It specializes in pipe fabrication and installation, HVAC, plumbing, sheet metal, mechanical maintenance, and project management. Pioneer Power supports critical infrastructure across key markets, including healthcare, manufacturing, energy, food and beverage, data centers, water and wastewater, and government. Known for its commitment to safety, quality, and reliability, Pioneer Power delivers complex mechanical solutions. More information can be found at www.pioneerpower.com.

Forward-Looking Statements

We make forward-looking statements in this press release within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to expectations or forecasts for future events, including, without limitation, our earnings, Adjusted EBITDA, projected revenues and EBITDA production from acquisitions, including from Pioneer Power, revenues, expenses, backlog, capital expenditures or other future financial or business performance or strategies, results of operations or financial condition, timing of the recognition of backlog as revenue, the potential for recovery of cost overruns, and the ability of Limbach to successfully remedy the issues that have led to write-downs in various business units and the Company’s business being negatively affected by the health crises or outbreaks of diseases, such as epidemics or pandemics (and related impacts, such as supply chain disruptions). These statements may be preceded by, followed by or include the words “may,” “might,” “will,” “will likely result,” “should,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “continue,” “target,” “goal,” or similar expressions. These forward-looking statements are based on information available to us as of the date they were made and involve a number of risks and uncertainties, which may cause them to turn out to be wrong. There may be additional risks that we consider immaterial or which are unknown. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do 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, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Please refer to our most recent annual report on Form 10-K, as well as our subsequent filings on Form 10-Q and Form 8-K, which are available on the SEC’s website (www.sec.gov), for a full discussion of the risks and other factors that may impact any forward-looking statements in this press release.

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Investor Relations

Financial Profiles, Inc.

Lisa Fortuna

LMB@finprofiles.com

Source: Limbach Holdings, Inc.