8-K/A - LMB - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No.1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 2, 2021

LIMBACH HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-36541	46-5399422
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1251 Waterfront Place, Suite 201, Pittsburgh, Pennsylvania 15222

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (412) 359-2100

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.0001 par value	LMB	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Explanatory Note:

This amendment on Form 8-K/A amends the Current Report on Form 8-K filed by Limbach Holdings, Inc., a Delaware corporation (the “Company”), filed with the Securities and Exchange Commission (the “SEC”) on December 3, 2021 (the “Initial Form 8-K”). The Initial Form 8-K described, among other matters, the completion of the Company’s acquisition (such acquisition and related transactions, the “Jake Marshall Transaction”) of both Jake Marshall, LLC (“Jake Marshall”) and Coating Solutions, LLC (“Coating Solutions” and together with Jake Marshall, the “Acquired Entities”).

This amendment to the Initial Form 8-K on Form 8-K/A amends and supplements the Initial Form 8-K to include the consolidated financial statements of Jake Marshall and pro forma financial information as described in Items 9.01(a) and 9.01(b). No other amendments are being made to the Initial Form 8-K. The consolidated financial statements of Jake Marshall include the accounts of Jake Marshall and Coating Solutions. Coating Solutions is a variable interest entity, in which Jake Marshall is the primary beneficiary and is therefore consolidated by Jake Marshall in its financial statements. This Current Report on Form 8-K/A should be read in conjunction with the Initial Form 8-K, which provides a more complete description of the Jake Marshall Transaction.

The pro forma financial information included in this Form 8-K/A has been presented for informational purposes only, are based on various adjustments and assumptions and is not necessarily indicative of what the Company’s consolidated statement of operations or consolidated statement of financial condition would have been had the Jake Marshall Transaction and other adjustments been completed as of the dates indicated or will be for any future periods.

Item 9.01	Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

The audited consolidated financial statements of Jake Marshall and Coating Solutions as of and for the year ended December 31, 2020 are filed herewith as Exhibit 99.1 and are incorporated in their entirety herein by reference.

The unaudited condensed consolidated financial statements of Jake Marshall and Coating Solutions as of and for the nine months ended September 30, 2021 are filed herewith as Exhibit 99.2 and are incorporated in their entirety herein by reference.

(b) Pro Forma Financial Information.

Unaudited pro forma financial information for the year ended December 31, 2020 and as of and for the nine months ended September 30, 2021, are attached hereto as Exhibit 99.3 and are incorporated in their entirety herein by reference.

Exhibit No.	Description
23.1	Consent of Independent Certified Public Accountants
99.1	Audited consolidated financial statements of Jake Marshall and Coating Solutions as of and for the year ended December 31, 2020
99.2	Unaudited condensed consolidated financial statements of Jake Marshall and Coating Solutions as of and for the nine months ended September 30, 2021
99.3	Unaudited condensed combined pro forma financial statements for the year ended December 31, 2020 and as of and for the nine months ended September 30, 2021
104	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LIMBACH HOLDINGS, INC.
By:	/s/ Jayme L. Brooks
	Name: Jayme L. Brooks
	Title: Chief Financial Officer

Dated: February 11, 2022

Document

Exhibit 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in Registration Statements Nos. 333-218480, 333-220265 and 333-259305 on Form S-3 and Registration Statement No. 333-220264, 333-232407, 333-248736 and 333-259309 on Form S-8 of Limbach Holdings, Inc. of our report dated March 5, 2021, relating to the consolidated financial statements of Jake Marshall, LLC and its subsidiaries, appearing in the Current Report on Form 8-K/A.

/s/ Henderson, Hutcherson & McCullough, PLLC

Chattanooga, Tennessee

February 11, 2022

exhibit991-jakemarshalll

JAKE MARSHALL, LLC AND SUBSIDIARY CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2020

JAKE MARSHALL, LLC AND SUBSIDIARY INDEX TO REPORT DECEMBER 31, 2020 ________________________________________________________________________________ PAGE INDEPENDENT AUDITOR’S REPORT 1-2 CONSOLIDATED BALANCE SHEET 3-4 CONSOLIDATED STATEMENT OF INCOME 5 CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS’ EQUITY 6 CONSOLIDATED STATEMENT OF CASH FLOWS 7 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 8-14 SUPPLEMENTARY INFORMATION CONSOLIDATED SCHEDULE OF OPERATING EXPENSES 15 CONSOLIDATING BALANCE SHEET 16-17 CONSOLIDATING STATEMENT OF INCOME 18 CONSOLIDATING SCHEDULE OF OPERATING EXPENSES 19

1 INDEPENDENT AUDITOR’S REPORT To the Members Jake Marshall, LLC Chattanooga, Tennessee Report on the Consolidated Financial Statements We have audited the accompanying consolidated financial statements of Jake Marshall, LLC and subsidiary which comprise the consolidated balance sheet as of December 31, 2020, and the related consolidated statements of income, changes in members’ equity, and cash flows for the year then ended, and the related notes to the consolidated financial statements. Management’s Responsibility for the Consolidated Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. 1200 Market Street, Chattanooga, TN 37402 | T 423.756.7771 | F 423.265.8125 A N I N D E P E N D E N T M E M B E R O F T H E B D O A L L I A N C E U S A

2 Opinion In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Jake Marshall, LLC and subsidiary as of December 31, 2020, and the results of its operations and cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America. Report on Supplementary Information Our audit was conducted for the purpose of forming an opinion on the consolidated financial statements as a whole. The supplementary schedule of operating expenses, consolidating balance sheet, consolidating statement of income, and consolidating schedule of operating expenses on pages 15 through 19 are presented for purposes of additional analysis and is not a required part of the consolidated financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements. The information has been subjected to the auditing procedures applied in the audit of the consolidated financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the information is fairly stated in all material respects in relation to the consolidated financial statements as a whole. Chattanooga, Tennessee March 5, 2021

CURRENT ASSETS Cash and cash equivalents 12,204,067$ Trade receivables 5,034,314 Inventory 62,052 Prepaid expenses 165,150 Employee receivable 68,768 Contract assets 855,850 Total current assets 18,390,201 PROPERTY AND EQUIPMENT Machinery and equipment 6,551,414 Furniture and fixtures 30,709 Vehicles 2,329,651 Buildings 900,000 Leasehold improvements 5,659,592 Land 100,549 15,571,915 Accumulated depreciation (8,321,944) Cost less accumulated depreciation 7,249,971 OTHER ASSETS 392,438 TOTAL ASSETS 26,032,610$ ASSETS CONSOLIDATED BALANCE SHEET JAKE MARSHALL, LLC AND SUBSIDIARY DECEMBER 31, 2020 The accompanying notes are an integral part of the consolidated financial statements. 3

CURRENT LIABILITIES Current portion of long-term debt 63,229$ Note payable - member 1,000,000 Accounts payable 999,028 Retainage payable 169,920 Accrued expenses and liabilities 404,798 Contract liabilities 442,817 Total current liabilities 3,079,792 LONG-TERM LIABILITIES Note payable, less current maturities 435,912 Paycheck protection program loan payable 3,000,000 Total long-term liabilities 3,435,912 MEMBERS' EQUITY 19,516,906 TOTAL LIABILITIES AND MEMBERS' EQUITY 26,032,610$ JAKE MARSHALL, LLC AND SUBSIDIARY CONSOLIDATED BALANCE SHEET DECEMBER 31, 2020 LIABILITIES AND MEMBERS' EQUITY The accompanying notes are an integral part of the consolidated financial statements. 4

Amount REVENUES Construction revenue 32,085,814$ 100.00 % COST OF SALES 25,650,092 79.94 Gross profit 6,435,722 20.06 OPERATING EXPENSES 5,529,815 17.23 OTHER OPERATING INCOME (EXPENSE) Gain from sale of vehicles and equipment 9,979 0.03 INCOME FROM OPERATIONS 915,886 2.86 OTHER INCOME (EXPENSE) Interest income 3,769 0.01 Interest expense (23,052) (0.07) Total other income (expense) (19,283) (0.06) NET INCOME 896,603$ 2.80 % JAKE MARSHALL, LLC AND SUBSIDIARY CONSOLIDATED STATEMENT OF INCOME YEAR ENDED DECEMBER 31, 2020 Revenue Percent of The accompanying notes are an integral part of the consolidated financial statements. 5

BALANCE - December 31, 2019 19,443,508$ Net income 896,603 Partner draws (823,205) BALANCE - December 31, 2020 19,516,906$ JAKE MARSHALL, LLC AND SUBSIDIARY CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS' EQUITY YEAR ENDED DECEMBER 31, 2020 The accompanying notes are an integral part of the consolidated financial statements. 6

CASH FLOWS FROM OPERATING ACTIVITIES Net income 896,603$ Adjustments to reconcile net income to net cash from operating activities: Depreciation 891,107 Gain on sale of property and equipment (9,979) Changes in operating assets and liabilities: Trade receivables 3,542,709 Inventory 37,570 Prepaid expenses 41,163 Employee receivables (1,321) Contract assets 893,165 Other assets (100,991) Accounts payable (1,661,482) Retainage payable (17,471) Accrued expenses and liabilities (92,591) Contract liabilities (278,448) Net cash from operating activities 4,140,034 CASH FLOWS FROM INVESTING ACTIVITIES Purchases of property and equipment (241,857) Net cash used in investing activities (241,857) CASH FLOWS FROM FINANCING ACTIVITIES Principal payments on note payable (62,986) Proceeds from paycheck protection program loan 3,000,000 Partner draws (823,205) Net cash used in financing activities 2,113,809 NET CHANGE IN CASH 6,011,986 Cash and cash equivalents - beginning of year 6,192,081 Cash and cash equivalents - end of year 12,204,067$ SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the year for: Interest 23,052$ YEAR ENDED DECEMBER 31, 2020 JAKE MARSHALL, LLC AND SUBSIDIARY CONSOLIDATED STATEMENT OF CASH FLOWS The accompanying notes are an integral part of the consolidated financial statements. 7

JAKE MARSHALL, LLC AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2020 ________________________________________________________________________________ 8 NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Business Jake Marshall, LLC (the “Company”) was organized in 2001. The Company provides mechanical engineering, sheet metal services, and heat and air conditioning installation and services primarily in the North Georgia and Southeastern Tennessee regions. Basis of Accounting and Use of Estimates The consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (GAAP). The Financial Accounting Standards Board (FASB) establishes GAAP in the ASC. Updates to the ASC are done through the issuance of Accounting Standards Updates (ASU). GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Basis of Consolidation The consolidated financial statements include the accounts of Jake Marshall, LLC and Coating Solutions, LLC (collectively, the Company). Coating Solutions is a variable interest entity (“VIE”), in which Jake Marshall, LLC is the primary beneficiary pursuant to ASC 810 – Consolidation. All significant intercompany transactions and balances have been eliminated. Variable Interest Entities GAAP require a VIE to be consolidated by its primary beneficiary. A variable interest exists when the reporting entity has both the power to direct the activities of the affiliated entity such that it significantly impacts the economic performance of the affiliated entity, including the obligation to absorb losses or the right to receive benefits from the affiliated entity. The reporting entity is required to perform an analysis of its relationship with affiliated entities to determine if the nature of the relationship creates a variable interest in the affiliate, and, if such variable interest exists, determine if the reporting entity is the primary beneficiary of the VIE. In other words, if a reporting entity has the power or control over a related entity and explicitly or implicitly provides ongoing financial support, it may be required to consolidate the subject entity. The Company determines whether any of the affiliated entities in which it has made an investment is a VIE at the start of each new venture and if a reconsideration event has occurred. At this time, the Company also considers whether it must consolidate a VIE and/or disclose information about its involvement in a VIE. (Continued)

JAKE MARSHALL, LLC AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2020 ________________________________________________________________________________ 9 NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Revenue and Cost Recognition The Company adopted ASU 2014-09, Revenue from Contracts with Customers and all subsequent amendments to the ASU (collectively, “ASC 606”). Substantially all of the Company’s services fall within the scope of ASC 606 and are presented as construction revenue and costs on the statement of income and are recognized as revenue over time as the Company satisfies its performance obligation to the customer. ASC 606 outlines a comprehensive five-step revenue recognition model based on the principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The five-step revenue recognition model is as follows: 1) Identify the contract with a customer 2) Identify the performance obligations in the contract 3) Determine the transaction price 4) Allocate the transaction price to performance obligations in the contract 5) Recognize revenue when or as the Company satisfies a performance obligation The Company recognizes revenue from cost-plus construction contracts over time as performance obligations are satisfied. For performance obligations related to the completion of these contracts, control transfers to the customer over time for financial reporting purposes, measured by the percentage of costs incurred to date to management’s estimate of total costs for each contract. This method is used because management considers costs incurred to be the best available measure of progress on these contracts. Contract costs include all direct material, subcontract, and labor costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools and repairs. Operating expenses are expensed as incurred for financial reporting purposes. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions, and estimated profitability, including those arising from contract penalties, contract savings provisions and final contract settlements, may result in revisions to costs and income and are recognized in the period in which the revisions are determined. Claims are included in revenues when realization is probable and can be reasonably estimated. Because of the inherent uncertainties in estimating costs, it is at least reasonably possible the Company’s estimate of costs and revenues will change in the near term. The asset, “Contract asset,” represents costs recognized in excess of amounts billed. The liability, “Contract liabilities,” represents billings in excess of costs recognized. The Company considers contracts uncomplete until it has received recognition from its customers regarding the completion of the contract. Cash and Cash Equivalents Cash and cash equivalents include cash in bank and all highly liquid investments with a maturity of three months or less at the time of purchase. (Continued)

JAKE MARSHALL, LLC AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2020 ________________________________________________________________________________ 10 NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Accounts Receivable Management anticipates all receivables to be collected in the normal course of operations. Accounts receivable are written off to an allowance for losses account once deemed to be uncollectible. Management establishes an allowance on its accounts based on historic loss experience and economic conditions. The allowance is adjusted annually based upon review of the outstanding receivables. As of December 31, 2020, management believed all accounts were collectable and therefore there was no allowance established. Inventory The Company's inventory is valued at the lower of cost (based on the first in, first out method) or net realizable value. Property and Equipment Property and equipment is carried at cost and is depreciated by the straight-line method over the estimated useful lives of the individual assets. The estimated useful lives are as follows: Machinery and equipment 5-10 years Furniture and fixtures 5-10 years Leasehold improvements 5-40 years Buildings 39 years Vehicles 5 years Maintenance and repairs are charged to expense as incurred; renewals and betterments are charged to the appropriate property and equipment accounts. Upon sale or retirement of depreciable assets, the cost and related accumulated depreciation is removed from the accounts, and the resulting gain or loss is included in the results of operations in the period the assets are sold or retired. Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the net book value of the asset may not be recoverable. An impairment loss is recognized if the sum of the expected future cash flows (undiscounted and before interest) from the use of the asset is less than the net book value of the asset. Generally, the amount of the impairment loss is measured as the difference between the net book value of the asset and the estimated fair value of the related asset. Management does not believe any of these assets have been impaired. Advertising Costs The Company expenses all advertising costs as incurred. (Continued)

JAKE MARSHALL, LLC AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2020 ________________________________________________________________________________ 11 NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Compensated Absences Employees of the Company are entitled to paid vacation, sick days and other time off depending on job classification, length of service, and other factors. The Company does not allow employees to roll compensated absences days from one year to the next and, accordingly, no liability has been recorded in the financial statements. The Company's policy is to recognize the costs of compensated absences when paid to employees. Fair Value Measurement The Company applies GAAP for fair value measurements of financial instruments that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis. GAAP defines fair value 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. The Company's financial instruments are cash and cash equivalents, accounts receivable, and accounts payable. The recorded values of cash and cash equivalents accounts receivable, and accounts payable approximate their fair values based on their short-term nature. The recorded values of notes payable and long-term debt approximate their fair values, as interest approximates market rates. Income Taxes Since the Company is a pass-through entity, all federal income taxes are the responsibilities of the members. Therefore, no provision for federal income tax has been made by the Company. The Company may be subject to state income taxes on its taxable income, depending on the state’s tax laws and certain elections made by the Company. The Company follows ASC 740-10, Accounting for Uncertainty in Income Taxes, which prescribes a recognition threshold and measurement attributed for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company has no material uncertain tax positions to be accounted for in the consolidated financial statements. During the year ended December 31, 2020, the Company has not incurred any interest or penalties on its income tax returns. The Company’s tax returns are subject to possible examination by the taxing authorities. For federal income tax purposes, the tax returns essentially remain open for possible examination for a period of three years after the date on which those returns are filed. Concentration of Credit Risk The Company maintains its cash balances in financial institutions which are insured by the Federal Deposit Insurance Corporation (FDIC). Amounts on deposit are subject to significant fluctuation throughout the year and often exceed the insured limit. The Company does not believe it is exposed to any significant risk related to these balances.

JAKE MARSHALL, LLC AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2020 ________________________________________________________________________________ 12 NOTE 2 – ACCOUNTS RECEIVABLE A summary of accounts receivable as of December 31, 2020, is as follows: Completed contracts $ 3,951,890 Contracts in progress 1,082,424 Total accounts receivable $ 5,034,314 NOTE 3 – NOTE PAYABLE The note payable consists of the following at December 31, 2020: Note payable to Reliant Bank in monthly installments of $6,934, including interest at 4.25%, due in January 2023, secured by deed of trust in real estate and guaranteed by majority member $ 499,141 499,141 Current maturities (63,229) $ 435,912 Future maturities of the note payable at December 31, 2020 are as follows: 2021 $ 63,229 2022 65,970 2023 369,942 $ 499,141 NOTE 4 – EMPLOYEE BENEFIT PLAN The Company sponsors an employee benefit plan under Section 401(k) of the Internal Revenue Code. All employees who have met minimum age and length of service requirements are eligible to participate. Employee contributions are voluntary. The Company may make contributions to the plan at its discretion. NOTE 5 – OPERATING LEASES The Company leases its building and office space from a member on a month-to-month basis. The rent amount paid is at the discretion of that member. Rent paid during the year was $408,309. NOTE 6 – RELATED PARTY TRANSACTIONS As of December 31, 2020, the Company had a note payable with a member of the Company for $1,000,000. The note matures on December 31, 2021. Interest is being charged at 6.00%. The Company has unpaid, accrued interest of $162,082. No interest was accrued during the year 2020 per the agreement between the member and the Company.

JAKE MARSHALL, LLC AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2020 ________________________________________________________________________________ 13 NOTE 7 – BACKLOG REVENUE The following schedule is a reconciliation of backlog revenue representing signed contracts, excluding fees from management contracts, in existence at December 31, 2020: Balance, December 31, 2019 $ 21,783,538 Add: New Contracts 35,582,911 Revenues earned (32,085,814) Balance, December 31, 2020 $ 25,280,635 NOTE 8 – CONTRACT ASSETS AND LIABILITIES Costs and estimated earnings on uncompleted contracts are as follows: Costs and estimated earnings in excess of billings on uncompleted contracts $ 670,504 Contract retention 400,565 Billings in excess of costs and estimated earnings on uncompleted contracts (658,036) Net contract assets $ 413,033 The amounts are included in the accompanying balance sheet under the following captions: Contract assets $ 855,850 Contract liabilities (442,817) $ 413,033 NOTE 9 – PENSION AND POSTRETIREMENT BENEFIT PLANS The Company’s employees participate in the Plumbers and Pipefitters Local Union No. 43 Pension Fund, a multi-employer, union-administered defined benefit pension plan (Plan Number: 001; EIN: 62- 6101288). The Company contributed $892,475 to the pension plan for the year ended December 31, 2020. Contributions to the plan, for the plan year ended June 30, 2019, do represent more than five percent of the total contributions to the plan. As of the plan year ended June 30, 2019, the plan is not in endangered or critical status as the plan is at least 80% funded. Thus, no funding improvement plan or rehabilitation plan has been implemented. The Company contributed to other various multi-employer pension plans. The contributions and any potential withdrawal liability are not material for these plans. NOTE 10 – PAYCHECK PROTECTION PROGRAM LOAN PAYABLE On April 21, 2020, the Company received loan proceeds of $3,000,000 under the Paycheck Protection Program (PPP). The PPP was established under the recent congressionally approved Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and is administered by the U.S. Small Business Administration (SBA). The PPP loan to the Company is being made through First Horizon Bank, N.A. (the “Lender”). (Continued)

JAKE MARSHALL, LLC AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2020 ________________________________________________________________________________ 14 NOTE 10 – PAYROLL PROTECTION PROGRAM LOAN PAYABLE (Continued) The term of the PPP loan is two years from the date of the note. The annual interest rate on the PPP loan is 1.00%. Principal and interest payments of $168,819 will be deferred for the first six months of the term of the loan. The promissory note evidencing the PPP loan contains customary events of default relating to, among other things, payment defaults, breach of representation and warranties, or provisions of the promissory note. The occurrence of an event of default may trigger the immediate repayment of all amounts outstanding, collection of all amounts owing from the Company, and/or filing suit and obtaining judgement against the Company. Under terms of the CARES Act, PPP loan recipients may apply for and be granted forgiveness for all or a portion of loans granted under the PPP. Such forgiveness will be determined, subject to limitations, based on the use of loan proceeds for payroll costs and mortgage interest, rent or utility costs, and the maintenance of employee and compensation levels. While the Company believes that it has acted in compliance with the program and plans to see forgiveness of the PPP loan, it has not obtained forgiveness of the PPP loan in whole or in part as of December 31, 2020. NOTE 11 – NEW ACCOUNTING PRONOUNCEMENTS The FASB issued ASU 2016-02, Leases (Topic 842), in February 2016. ASU 2016-02 requires the recognition by lessees of assets and liabilities that arise from all lease transactions, except for leases with a lease term of 12 months or less. The lessee accounting model under ASU 2016-02 retains two types of leases: finance leases, which are to be accounted for in substantially the same manner as the existing accounting for capital leases, and operating leases, which are to be accounted for (both in the statement of income and the statement of cash flows) in a manner consistent with existing accounting for operating leases. ASU 2016-02 also requires expanded qualitative and quantitative disclosures regarding the amount, timing, and uncertainty of cash flows arising from leases. ASU 2016-02 applies to the Company's financial statements for the year ending December 31, 2022, with earlier implementation permitted. The Company's management has not determined the impact on its financial statements as a result of implementing ASU 2016-02. NOTE 12 – RISKS AND UNCERTAINTIES During the year 2020, local, U.S., and world governments have encouraged self-isolation to curtail the spread of the global pandemic, coronavirus disease (COVID-19), by mandating temporary work stoppage in many sectors and imposing limitations on travel and size and duration of group meetings. Many industries are experiencing disruption to business operations and the impact of reduced consumer spending. There is unprecedented uncertainty surrounding the duration of the pandemic, its potential economic ramifications, and any government actions to mitigate them. If the pandemic continues, it may have an adverse effect on the Company’s future operations, financial position, and liquidity. NOTE 13 – SUBSEQUENT EVENTS Management has evaluated events and transactions subsequent to the consolidated balance sheet date through the date of the independent auditor’s report (the date the consolidated financial statements were available to be issued) for potential recognition or disclosure in the consolidated financial statement. Management has not identified any items requiring recognition or disclosure.

SUPPLEMENTARY INFORMATION

Amount Advertising expense 4,675$ 0.01 % Charitable contributions 48,541 0.15 Cleaning 15,369 0.05 Depreciation expense 891,107 2.78 Dues and subscriptions 169,369 0.53 Insurance 619,204 1.93 Meals and entertainment 58,776 0.18 Office supplies 74,997 0.23 Professional fees 40,547 0.13 Repairs and maintenance 284,144 0.89 Rent 408,309 1.27 Safety training 26,188 0.08 Salaries and wages 1,464,350 4.56 Shop supplies 116,066 0.36 Taxes and licenses 366,250 1.14 Telephone expense 147,833 0.46 Utilities expense 288,720 0.90 Vehicles expense 138,992 0.43 Other 264,935 0.83 Allocation of expenses 101,443 0.32 5,529,815$ 17.23 % Percent of Revenue JAKE MARSHALL, LLC AND SUBSIDIARY CONSOLIDATED SCHEDULE OF OPERATING EXPENSES YEAR ENDED DECEMBER 31, 2020 15

Jake Coating Marshall, LLC Solutions, LLC Eliminations Consolidated CURRENT ASSETS Cash and cash equivalents 12,200,047$ 4,020$ -$ 12,204,067$ Trades receivables 5,165,997 22,530 (154,213) 5,034,314 Inventory 62,052 - - 62,052 Prepaid expenses 165,150 - - 165,150 Employee receivable 68,768 - - 68,768 Contract assets 855,850 - - 855,850 Total current assets 18,517,864 26,550 (154,213) 18,390,201 PROPERTY AND EQUIPMENT Machinery and equipment 6,551,414 - - 6,551,414 Furniture and fixtures 30,709 - - 30,709 Vehicles 2,329,651 - - 2,329,651 Buildings 900,000 - - 900,000 Leasehold improvements 5,659,592 - - 5,659,592 Land 100,549 - - 100,549 15,571,915 - - 15,571,915 Accumulated depreciation (8,321,944) - - (8,321,944) Cost less accumulated depreciation 7,249,971 - - 7,249,971 OTHER ASSETS 392,438 - - 392,438 TOTAL ASSETS 26,160,273$ 26,550$ (154,213)$ 26,032,610$ JAKE MARSHALL, LLC AND SUBSIDIARY CONSOLIDATING BALANCE SHEET DECEMBER 31, 2020 ASSETS 16

Jake Coating Marshall, LLC Solutions, LLC Eliminations Consolidated CURRENT LIABILITIES Current portion of long-term debt 63,229$ -$ -$ 63,229$ Note payable - member 1,000,000 - - 1,000,000 Accounts payable 993,808 159,433 (154,213) 999,028 Retainage payable 169,920 - - 169,920 Accrued expenses and liabilities 404,070 728 - 404,798 Contract liabilities 442,817 - - 442,817 Total current liabilities 3,073,844 160,161 (154,213) 3,079,792 LONG-TERM LIABILITIES Note payable, less current maturities 435,912 - - 435,912 Payroll protection program loan payable 3,000,000 - - 3,000,000 Total long-term liabilities 3,435,912 - - 3,435,912 MEMBERS' EQUITY 19,650,517 (133,611) - 19,516,906 TOTAL LIABILITIES AND MEMBERS' EQUITY 26,160,273$ 26,550$ (154,213)$ 26,032,610$ JAKE MARSHALL, LLC AND SUBSIDIARY CONSOLIDATING BALANCE SHEET DECEMBER 31, 2020 LIABILITIES AND MEMBERS' EQUITY 17

Jake Coating Marshall, LLC Solutions, LLC Eliminations Consolidated REVENUES Construction revenue 32,200,736$ 364,338$ (479,260)$ 32,085,814$ COST OF SALES 25,860,379 268,973 (479,260) 25,650,092 Gross profit 6,340,357 95,365 - 6,435,722 OPERATING EXPENSES 5,390,867 188,948 (50,000) 5,529,815 OTHER OPERATING INCOME (EXPENSE) Gain from sale of property and equipment 9,979 - - 9,979 INCOME FROM OPERATIONS 959,469 (93,583) 50,000 915,886 OTHER INCOME (EXPENSE) Rent income (expense) 50,000 - (50,000) - Interest income 3,769 - - 3,769 Interest expense (23,052) - - (23,052) Total other income (expense) 30,717 - (50,000) (19,283) NET INCOME 990,186$ (93,583)$ -$ 896,603$ JAKE MARSHALL, LLC AND SUBSIDIARY CONSOLIDATING STATEMENT OF INCOME DECEMBER 31, 2020 18

Jake Coating Marshall, LLC Solutions, LLC Eliminations Consolidated Advertising expense 4,675$ -$ -$ 4,675$ Charitable contributions 48,541 - - 48,541 Cleaning 15,369 - - 15,369 Depreciation expense 891,107 - - 891,107 Dues and subscriptions 168,549 820 - 169,369 Insurance 619,204 - - 619,204 Meals and entertainment 58,776 - - 58,776 Office supplies 74,997 - - 74,997 Professional fees 40,547 - - 40,547 Repairs and maintenance 276,178 7,966 - 284,144 Rent 408,309 50,000 (50,000) 408,309 Safety training 26,188 - - 26,188 Salaries and wages 1,464,350 - - 1,464,350 Shop supplies 101,890 14,176 - 116,066 Taxes and licenses 363,777 2,473 - 366,250 Telephone expense 147,833 - - 147,833 Utilities expense 193,596 95,124 - 288,720 Vehicles expense 138,992 - - 138,992 Other 246,546 18,389 - 264,935 Allocation of expenses 101,443 - - 101,443 5,390,867$ 188,948$ (50,000)$ 5,529,815$ JAKE MARSHALL, LLC AND SUBSIDIARY CONSOLIDATING SCHEDULE OF OPERATING EXPENSES DECEMBER 31, 2020 19

exhibit992-jakemarshalll

JAKE MARSHALL, LLC AND SUBSIDIARY CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2021

JAKE MARSHALL, LLC AND SUBSIDIARY INDEX TO REPORT SEPTEMBER 30, 2021 ________________________________________________________________________________ PAGE INDEPENDENT ACCOUNTANT’S REVIEW REPORT 1-2 CONSOLIDATED BALANCE SHEET 3-4 CONSOLIDATED STATEMENT OF INCOME 5 CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS’ EQUITY 6 CONSOLIDATED STATEMENT OF CASH FLOWS 7 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 8-15 SUPPLEMENTARY INFORMATION CONSOLIDATED SCHEDULE OF OPERATING EXPENSES 16 CONSOLIDATING BALANCE SHEET 17-18 CONSOLIDATING STATEMENT OF INCOME 19 CONSOLIDATING SCHEDULE OF OPERATING EXPENSES 20

1 INDEPENDENT ACCOUNTANT’S REVIEW REPORT To the Members Jake Marshall, LLC and subsidiary Chattanooga, Tennessee We have reviewed the accompanying consolidated financial statements of Jake Marshall, LLC and subsidiary which comprise the consolidated balance sheet as of September 30, 2021, and the related consolidated statements of income, changes in members’ equity, and cash flows for the nine month period then ended, and the related notes to the consolidated financial statements. A review includes primarily applying analytical procedures to management’s financial data and making inquires of company management. A review is substantially less in scope than an audit, the objective of which is the expression of an opinion regarding the consolidated financial statements as a whole. Accordingly, we do not express such an opinion. Management’s Responsibility for the Consolidated Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. Accountant’s Responsibility Our responsibility is to conduct the review engagement in accordance with Statements on Standards for Accounting and Review Services promulgated by the Accounting and Review Services Committee of the AICPA. Those standards require us to perform procedures to obtain limited assurance as a basis for reporting whether we are aware of any material modifications that should be made to the consolidated financial statements for them to be in accordance with accounting principles generally accepted in the United States of America. We believe that the results of our procedures provide a reasonable basis for our conclusion. Accountant’s Conclusion Based on our review, we are not aware of any material modifications that should be made to the accompanying consolidated financial statements in order for them to be in accordance with accounting principles generally accepted in the United Statements of America. 1200 Market Street, Chattanooga, TN 37402 | T 423.756.7771 | F 423.265.8125 A N I N D E P E N D E N T M E M B E R O F T H E B D O A L L I A N C E U S A

2 Other Matter The supplementary information appearing on pages 16 - 20 is presented for purposes of additional analysis and is not a required part of the basic consolidated financial statements. Such information is the responsibility of management and was derived from, and relates directly to, the underlying accounting and other records used to prepare the consolidated financial statements. The supplementary information has been subjected to the review procedures applied in our review of the basic consolidated financial statements. We are not aware of any material modifications that should be made to the supplementary information. We have not audited the supplementary information and do not express an opinion on such information. Chattanooga, Tennessee November 23, 2021

CURRENT ASSETS Cash and cash equivalents 3,670,876$ Trade receivables 9,333,778 Inventory 79,119 Prepaid expenses 204,419 Employee receivable 60,092 Contract assets 1,155,633 Total current assets 14,503,917 PROPERTY AND EQUIPMENT Machinery and equipment 6,673,029 Furniture and fixtures 30,709 Vehicles 2,265,595 Buildings 1,000,000 Leasehold improvements 5,679,945 Land 100,549 15,749,827 Accumulated depreciation (8,821,252) Cost less accumulated depreciation 6,928,575 OTHER ASSETS 392,438 TOTAL ASSETS 21,824,930$ ASSETS CONSOLIDATED BALANCE SHEET JAKE MARSHALL, LLC AND SUBSIDIARY SEPTEMBER 30, 2021 (See Independent Accountant's Review Report) The accompanying notes are an integral part of the consolidated financial statements. 3

CURRENT LIABILITIES Current portion of long-term debt 65,505$ Note payable - member 1,000,000 Accounts payable 1,732,822 Retainage payable 130,584 Accrued expenses and liabilities 669,464 Contract liabilities 785,381 Total current liabilities 4,383,756 LONG-TERM LIABILITIES Note payable, less current maturities 381,658 Total long-term liabilities 381,658 MEMBERS' EQUITY 17,059,516 TOTAL LIABILITIES AND MEMBERS' EQUITY 21,824,930$ JAKE MARSHALL, LLC AND SUBSIDIARY CONSOLIDATED BALANCE SHEET SEPTEMBER 30, 2021 LIABILITIES AND MEMBERS' EQUITY (See Independent Accountant's Review Report) The accompanying notes are an integral part of the consolidated financial statements. 4

Amount REVENUES Construction revenue 25,417,318$ 100.00 % COST OF SALES 20,442,046 80.43 Gross profit 4,975,272 19.57 OPERATING EXPENSES 4,155,286 16.34 OTHER OPERATING INCOME (EXPENSE) Gain from sale of vehicles and equipment 15,860 0.06 Other income 14,062 0.06 Total other operating income (expense) 29,922 0.12 INCOME FROM OPERATIONS 849,908 3.35 OTHER INCOME (EXPENSE) Interest income 17,128 0.07 Interest expense (120,399) (0.47) Debt forgiveness income 3,000,000 11.80 Government grant 2,336,778 9.19 Total other income (expense) 5,233,507 20.59 NET INCOME 6,083,415$ 23.94 % Revenue Percent of (See Independent Accountant's Review Report) JAKE MARSHALL, LLC AND SUBSIDIARY CONSOLIDATED STATEMENT OF INCOME FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 2021 The accompanying notes are an integral part of the consolidated financial statements. 5

BALANCE - December 31, 2020 19,516,906$ Net income 6,083,415 Member draws (8,540,805) BALANCE - September 30, 2021 17,059,516$ JAKE MARSHALL, LLC AND SUBSIDIARY CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS' EQUITY FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 2021 (See Independent Accountant's Review Report) The accompanying notes are an integral part of the consolidated financial statements. 6

CASH FLOWS FROM OPERATING ACTIVITIES Net income 6,083,415$ Adjustments to reconcile net income to net cash from operating activities: Depreciation 643,788 Debt forgiveness income (3,000,000) Gain on sale of property and equipment (15,860) Changes in operating assets and liabilities: Trade receivables (4,299,464) Inventory (17,067) Prepaid expenses (39,269) Employee receivables 8,676 Contract assets (299,783) Accounts payable 733,794 Retainage payable (39,336) Accrued expenses and liabilities 264,666 Contract liabilities 342,564 Net cash from operating activities 366,124 CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from sale of property and equipment 24,590 Purchases of property and equipment (421,817) Net cash from investing activities (397,227) CASH FLOWS FROM FINANCING ACTIVITIES Principal payments on note payable (51,978) Member draws (8,450,110) Net cash from financing activities (8,502,088) NET CHANGE IN CASH (8,533,191) Cash and cash equivalents - beginning of year 12,204,067 Cash and cash equivalents - end of year 3,670,876$ SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the year for: Interest 120,399$ FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 2021 JAKE MARSHALL, LLC AND SUBSIDIARY CONSOLIDATED STATEMENT OF CASH FLOWS (See Independent Accountant's Review Report) The accompanying notes are an integral part of the consolidated financial statements. 7

JAKE MARSHALL, LLC AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2021 (See Independent Accountant’s Review Report) _______________________________________________________________________________ 8 NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Business Jake Marshall, LLC (the “Company”) was organized in 2001. The Company provides mechanical engineering, sheet metal services, and heat and air conditioning installation and services primarily in the North Georgia and Southeastern Tennessee regions. Basis of Accounting and Use of Estimates The consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (GAAP). The Financial Accounting Standards Board (FASB) establishes GAAP in the Accounting Standards Codification (ASC). Updates to the ASC are done through the issuance of Accounting Standards Updates (ASU). GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Basis of Consolidation The consolidated financial statements include the accounts of Jake Marshall, LLC and Coating Solutions, LLC (collectively, the “Company”). Coating Solutions is a variable interest entity (“VIE”), in which Jake Marshall, LLC is the primary beneficiary pursuant to ASC 810 – Consolidation. All significant intercompany transactions and balances have been eliminated. Variable Interest Entities GAAP requires a VIE to be consolidated by its primary beneficiary. A variable interest exists when the reporting entity has both the power to direct the activities of the affiliated entity such that it significantly impacts the economic performance of the affiliated entity, including the obligation to absorb losses or the right to receive benefits from the affiliated entity. The reporting entity is required to perform an analysis of its relationship with affiliated entities to determine if the nature of the relationship creates a variable interest in the affiliate, and, if such variable interest exists, determine if the reporting entity is the primary beneficiary of the VIE. In other words, if a reporting entity has the power or control over a related entity and explicitly or implicitly provides ongoing financial support, it may be required to consolidate the subject entity. The Company determines whether any of the affiliated entities in which it has made an investment is a VIE at the start of each new venture and if a reconsideration event has occurred. At this time, the Company also considers whether it must consolidate a VIE and/or disclose information about its involvement in a VIE. (Continued)

JAKE MARSHALL, LLC AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2021 (See Independent Accountant’s Review Report) _______________________________________________________________________________ 9 NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Revenue and Cost Recognition The Company adopted ASU 2014-09, Revenue from Contracts with Customers and all subsequent amendments to the ASU (collectively, “ASC 606”). Substantially all of the Company’s services fall within the scope of ASC 606 and are presented as construction revenue and costs on the consolidated statement of income and are recognized as revenue over time as the Company satisfies its performance obligation to the customer. ASC 606 outlines a comprehensive five-step revenue recognition model based on the principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The five-step revenue recognition model is as follows: 1) Identify the contract with a customer 2) Identify the performance obligations in the contract 3) Determine the transaction price 4) Allocate the transaction price to performance obligations in the contract 5) Recognize revenue when or as the Company satisfies a performance obligation The Company recognizes revenue from cost-plus construction contracts over time as performance obligations are satisfied. For performance obligations related to the completion of these contracts, control transfers to the customer over time for financial reporting purposes, measured by the percentage of costs incurred to date to management’s estimate of total costs for each contract. This method is used because management considers costs incurred to be the best available measure of progress on these contracts. Contract costs include all direct material, subcontract, and labor costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools and repairs. Operating expenses are expensed as incurred for financial reporting purposes. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions, and estimated profitability, including those arising from contract penalties, contract savings provisions and final contract settlements, may result in revisions to costs and income and are recognized in the period in which the revisions are determined. Claims are included in revenues when realization is probable and can be reasonably estimated. Because of the inherent uncertainties in estimating costs, it is at least reasonably possible the Company’s estimate of costs and revenues will change in the near term. The asset, “Contract asset,” represents costs recognized in excess of amounts billed. The liability, “Contract liabilities,” represents billings in excess of costs recognized. The Company considers contracts uncomplete until it has received recognition from its customers regarding the completion of the contract. (Continued)

JAKE MARSHALL, LLC AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2021 (See Independent Accountant’s Review Report) _______________________________________________________________________________ 10 NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Cash and Cash Equivalents Cash and cash equivalents include cash in bank and all highly liquid investments with a maturity of three months or less at the time of purchase. Trade Receivables Management anticipates all trade receivables to be collected in the normal course of operations. Trade receivables are written off to an allowance for losses account once deemed to be uncollectible. Management establishes an allowance on its accounts based on historic loss experience and economic conditions. The allowance is adjusted annually based upon review of the outstanding trade receivables. As of September 30, 2021, management believed all accounts were collectable and therefore there was no allowance established. Inventory The Company's inventory is valued at the lower of cost (based on the first in, first out method) or net realizable value. Property and Equipment Property and equipment is carried at cost and is depreciated by the straight-line method over the estimated useful lives of the individual assets. The estimated useful lives are as follows: Machinery and equipment 5-10 years Furniture and fixtures 5-10 years Vehicles 5 years Buildings 39 years Leasehold improvements 5-40 years Maintenance and repairs are charged to expense as incurred; renewals and betterments are charged to the appropriate property and equipment accounts. Upon sale or retirement of depreciable assets, the cost and related accumulated depreciation is removed from the accounts, and the resulting gain or loss is included in the results of operations in the period the assets are sold or retired. Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the net book value of the asset may not be recoverable. An impairment loss is recognized if the sum of the expected future cash flows (undiscounted and before interest) from the use of the asset is less than the net book value of the asset. Generally, the amount of the impairment loss is measured as the difference between the net book value of the asset and the estimated fair value of the related asset. Management does not believe any of these assets have been impaired. (Continued)

JAKE MARSHALL, LLC AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2021 (See Independent Accountant’s Review Report) _______________________________________________________________________________ 11 NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Advertising Costs The Company expenses all advertising costs as incurred. Compensated Absences Employees of the Company are entitled to paid vacation, sick days and other time off depending on job classification, length of service, and other factors. The Company does not allow employees to roll compensated absences days from one year to the next and, accordingly, no liability has been recorded in the financial statements. The Company's policy is to recognize the costs of compensated absences when paid to employees. Fair Value Measurement The Company applies GAAP for fair value measurements of financial instruments that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis. GAAP defines fair value 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. The Company's financial instruments are cash and cash equivalents, accounts receivable, and accounts payable. The recorded values of cash and cash equivalents accounts receivable, and accounts payable approximate their fair values based on their short-term nature. The recorded values of notes payable and long-term debt approximate their fair values, as interest approximates market rates. Income Taxes Since the Company is a pass-through entity, all federal income taxes are the responsibilities of the members. Therefore, no provision for federal income tax has been made by the Company. The Company may be subject to state income taxes on its taxable income, depending on the state’s tax laws and certain elections made by the Company. The Company follows ASC 740-10, Accounting for Uncertainty in Income Taxes, which prescribes a recognition threshold and measurement attributed for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company has no material uncertain tax positions to be accounted for in the consolidated financial statements. During the period ended September 30, 2021, the Company has not incurred any interest or penalties on its income tax returns. The Company’s tax returns are subject to possible examination by the taxing authorities. For federal income tax purposes, the tax returns essentially remain open for possible examination for a period of three years after the date on which those returns are filed. (Continued)

JAKE MARSHALL, LLC AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2021 (See Independent Accountant’s Review Report) _______________________________________________________________________________ 12 NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Concentration of Credit Risk The Company maintains its cash balances in financial institutions which are insured by the Federal Deposit Insurance Corporation (FDIC). Amounts on deposit are subject to significant fluctuation throughout the year and often exceed the insured limit. The Company does not believe it is exposed to any significant risk related to these balances. NOTE 2 – TRADE RECEIVABLES A summary of trade receivables as of September 30, 2021, is as follows: Completed contracts $ 3,100,264 Contracts in progress 6,233,514 Total trade receivables $ 9,333,778 NOTE 3 – NOTE PAYABLE The note payable consists of the following at September 30, 2021: Note payable to Reliant Bank in monthly installments of $6,934, including interest at 4.25%, due in January 2023, secured by deed of trust in real estate and guaranteed by majority member $ 447,163 Current maturities (65,505) $ 381,658 Future maturities of the note payable at September 30, 2021 are as follows: 2022 $ 65,505 2023 381,658 $ 447,163 NOTE 4 – EMPLOYEE BENEFIT PLAN The Company sponsors an employee benefit plan under Section 401(k) of the Internal Revenue Code. All employees who have met minimum age and length of service requirements are eligible to participate. Employee contributions are voluntary. The Company may make contributions to the plan at its discretion. NOTE 5 – OPERATING LEASES The Company leases its building and office space from a member on a month-to-month basis. The rent amount paid is at the discretion of that member. Rent paid during the nine month period was $303,399.

JAKE MARSHALL, LLC AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2021 (See Independent Accountant’s Review Report) _______________________________________________________________________________ 14 NOTE 10 – PAYROLL PROTECTION PROGRAM LOAN PAYABLE On April 21, 2020, the Company received loan proceeds of $3,000,000 under the Paycheck Protection Program (PPP). The PPP was established under the recent congressionally approved Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and is administered by the U.S. Small Business Administration (SBA). The PPP loan to the Company is being made through First Horizon Bank, N.A. (the “Lender”). The term of the PPP loan is two years from the date of the note. The annual interest rate on the PPP loan is 1.00%. Principal and interest payments of $168,819 will be deferred for the first six months of the term of the loan. The promissory note evidencing the PPP loan contains customary events of default relating to, among other things, payment defaults, breach of representation and warranties, or provisions of the promissory note. The occurrence of an event of default may trigger the immediate repayment of all amounts outstanding, collection of all amounts owing from the Company, and/or filing suit and obtaining judgement against the Company. Under terms of the CARES Act, PPP loan recipients may apply for and be granted forgiveness for all or a portion of loans granted under the PPP. Such forgiveness will be determined, subject to limitations, based on the use of loan proceeds for payroll costs and mortgage interest, rent or utility costs, and the maintenance of employee and compensation levels. During the period ended September 30, 2021, the Company received notification from the SBA that the entire amount of the loan was forgiven. Therefore, these funds are included in the consolidated statement of income as debt forgiveness income totaling $3,000,000. NOTE 11 – GOVERNMENT GRANT INCOME The employee retention credit (ERC) was enacted under section 2301 of the CARES Act. The credit is a refundable credit allowed against an eligible employer’s share of social security taxes. During the nine month period ended September 30, 2021, the Company filed for this credit in the amount of $2,336,778. These funds are included in government grant income on the consolidated statement of income and in accounts receivable. NOTE 12 – NEW ACCOUNTING PRONOUNCEMENTS The FASB issued ASU 2016-02, Leases (Topic 842), in February 2016. ASU 2016-02 requires the recognition by lessees of assets and liabilities that arise from all lease transactions, except for leases with a lease term of 12 months or less. The lessee accounting model under ASU 2016-02 retains two types of leases: finance leases, which are to be accounted for in substantially the same manner as the existing accounting for capital leases, and operating leases, which are to be accounted for (both in the consolidated statement of income and the consolidated statement of cash flows) in a manner consistent with existing accounting for operating leases. ASU 2016-02 also requires expanded qualitative and quantitative disclosures regarding the amount, timing, and uncertainty of cash flows arising from leases. ASU 2016-02 applies to the Company's consolidated financial statements for the year ending December 31, 2022, with earlier implementation permitted. The Company's management has not determined the impact on its consolidated financial statements as a result of implementing ASU 2016-02.

JAKE MARSHALL, LLC AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2021 (See Independent Accountant’s Review Report) _______________________________________________________________________________ 15 NOTE 13 – RISKS AND UNCERTAINTIES During the year 2020, local, U.S., and world governments have encouraged self-isolation to curtail the spread of the global pandemic, coronavirus disease (COVID-19), by mandating temporary work stoppage in many sectors and imposing limitations on travel and size and duration of group meetings. Many industries are experiencing disruption to business operations and the impact of reduced consumer spending. There is unprecedented uncertainty surrounding the duration of the pandemic, its potential economic ramifications, and any government actions to mitigate them. If the pandemic continues, it may have an adverse effect on the Company’s future operations, financial position, and liquidity. NOTE 14 – SUBSEQUENT EVENTS Management has evaluated events and transactions subsequent to the consolidated balance sheet date through the date of the independent accountant’s review report (the date the consolidated financial statements were available to be issued) for potential recognition or disclosure in the consolidated financial statement. Management has not identified any items requiring recognition or disclosure.

SUPPLEMENTARY INFORMATION

Amount Advertising expense 8,295$ 0.03 % Charitable contributions 750 - Cleaning 12,278 0.05 Depreciation expense 643,788 2.53 Dues and subscriptions 106,098 0.42 Insurance 566,327 2.23 Meals and entertainment 52,475 0.21 Office supplies 58,649 0.23 Professional fees 60,974 0.24 Repairs and maintenance 241,343 0.95 Rent 303,399 1.19 Safety training 13,541 0.05 Salaries and wages 1,019,882 4.01 Shop supplies 93,599 0.37 Taxes and licenses 259,749 1.02 Telephone expense 111,175 0.44 Utilities expense 228,683 0.90 Vehicles expense 114,112 0.45 Other 201,358 0.79 Allocation of expenses 58,811 0.23 4,155,286$ 16.34 % Percent of Revenue JAKE MARSHALL, LLC AND SUBSIDIARY CONSOLIDATED SCHEDULE OF OPERATING EXPENSES FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 2021 (See Independent Accountant's Review Report) 16

Jake Coating Marshall, LLC Solutions, LLC Eliminations Consolidated CURRENT ASSETS Cash and cash equivalents 3,667,964$ 2,912$ -$ 3,670,876$ Trades receivables 9,574,532 14,712 (255,466) 9,333,778 Inventory 79,119 - - 79,119 Prepaid expenses 204,419 - - 204,419 Employee receivable 60,092 - - 60,092 Contract assets 1,155,633 - - 1,155,633 Total current assets 14,741,759 17,624 (255,466) 14,503,917 PROPERTY AND EQUIPMENT Machinery and equipment 6,673,029 - - 6,673,029 Furniture and fixtures 30,709 - - 30,709 Vehicles 2,265,595 - - 2,265,595 Buildings 1,000,000 - - 1,000,000 Leasehold improvements 5,679,945 - - 5,679,945 Land 100,549 - - 100,549 15,749,827 - - 15,749,827 Accumulated depreciation (8,821,252) - - (8,821,252) Cost less accumulated depreciation 6,928,575 - - 6,928,575 OTHER ASSETS 392,438 - - 392,438 TOTAL ASSETS 22,062,772$ 17,624$ (255,466)$ 21,824,930$ JAKE MARSHALL, LLC AND SUBSIDIARY CONSOLIDATING BALANCE SHEET SEPTEMBER 30, 2021 ASSETS (See Independent Accountant's Review Report) 17

Jake Coating Marshall, LLC Solutions, LLC Eliminations Consolidated CURRENT LIABILITIES Current portion of long-term debt 65,505$ -$ -$ 65,505$ Note payable - member 1,000,000 - - 1,000,000 Accounts payable 1,738,158 250,130 (255,466) 1,732,822 Retainage payable 130,584 - - 130,584 Accrued expenses and liabilities 668,411 1,053 - 669,464 Contract liabilities 785,381 - - 785,381 Total current liabilities 4,388,039 251,183 (255,466) 4,383,756 LONG-TERM LIABILITIES Note payable, less current maturities 381,658 - - 381,658 Total long-term liabilities 381,658 - - 381,658 MEMBERS' EQUITY (DEFICIT) 17,293,075 (233,559) - 17,059,516 TOTAL LIABILITIES AND MEMBERS' EQUITY (DEFICIT) 22,062,772$ 17,624$ (255,466)$ 21,824,930$ JAKE MARSHALL, LLC AND SUBSIDIARY CONSOLIDATING BALANCE SHEET SEPTEMBER 30, 2021 LIABILITIES AND MEMBERS' EQUITY (DEFICIT) (See Independent Accountant's Review Report) 18

Jake Coating Marshall, LLC Solutions, LLC Eliminations Consolidated REVENUES Construction revenue 25,656,953$ 239,625$ (479,260)$ 25,417,318$ COST OF SALES 20,738,900 182,406 (479,260) 20,442,046 Gross profit 4,918,053 57,219 - 4,975,272 OPERATING EXPENSES 4,035,619 157,167 (37,500) 4,155,286 OTHER OPERATING INCOME (EXPENSE) Gain from sale of vehicles and equipment 15,860 - - 15,860 Other income 14,062 - - 14,062 Total other operating income (expense) 29,922 - - 29,922 INCOME (LOSS) FROM OPERATIONS 912,356 (99,948) 37,500 849,908 OTHER INCOME (EXPENSE) Rent income (expense) 37,500 - (37,500) - Interest income 17,128 - - 17,128 Interest expense (120,399) - - (120,399) Debt forgiveness income 3,000,000 - - 3,000,000 Government grant 2,336,778 - - 2,336,778 Total other income (expense) 5,271,007 - (37,500) 5,233,507 NET INCOME (LOSS) 6,183,363$ (99,948)$ -$ 6,083,415$ JAKE MARSHALL, LLC AND SUBSIDIARY CONSOLIDATING STATEMENT OF INCOME FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 2021 (See Independent Accountant's Review Report) 19

Jake Coating Marshall, LLC Solutions, LLC Eliminations Consolidated Advertising expense 8,295$ -$ -$ 8,295$ Charitable contributions 750 - - 750 Cleaning 12,278 - - 12,278 Depreciation expense 643,788 - - 643,788 Dues and subscriptions 101,898 4,200 - 106,098 Insurance 566,327 - - 566,327 Meals and entertainment 52,475 - - 52,475 Office supplies 58,649 - - 58,649 Professional fees 60,974 - - 60,974 Repairs and maintenance 235,366 5,977 - 241,343 Rent 303,399 37,500 (37,500) 303,399 Safety training 13,541 - - 13,541 Salaries and wages 1,019,882 - - 1,019,882 Shop supplies 86,992 6,607 - 93,599 Taxes and licenses 255,667 4,082 - 259,749 Telephone expense 111,175 - - 111,175 Utilities expense 152,726 75,957 - 228,683 Vehicles expense 114,112 - - 114,112 Other 178,514 22,844 - 201,358 Allocation of expenses 58,811 - - 58,811 4,035,619$ 157,167$ (37,500)$ 4,155,286$ JAKE MARSHALL, LLC AND SUBSIDIARY CONSOLIDATING SCHEDULE OF OPERATING EXPENSES FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 2021 (See Independent Accountant's Review Report) 20

Document

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

On December 2, 2021 (the “Effective Date”), Limbach Holdings, Inc. (the “Company” or “Limbach”) and Limbach Facility Services LLC (“LFS”), a Delaware limited liability company and wholly-owned subsidiary of the Company, entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Jake Marshall, LLC (“JMLLC”), Coating Solutions, LLC, a Tennessee limited liability company (“CSLLC” and together with JMLLC, the “Acquired Companies” and each an “Acquired Company”) and the owners of the Acquired Companies (collectively, the “Sellers”), pursuant to which LFS purchased all of the outstanding membership interests in the Acquired Companies from the Sellers (the transactions contemplated by the Purchase Agreement collectively being the “Jake Marshall Transaction”). The Jake Marshall Transaction closed on the Effective Date. As a result of the Jake Marshall Transaction, each of the Acquired Companies became wholly-owned indirect subsidiaries of the Company.

The accompanying unaudited pro forma condensed combined financial statements (the “pro forma financial statements”) have been prepared to reflect the effects of the Jake Marshall Transaction on the financial statements of the Company. The unaudited pro forma condensed combined balance sheet (the “pro forma balance sheet”) is presented as if the Jake Marshall Transaction had occurred on September 30, 2021. The unaudited pro forma combined statements of operations (the “pro forma statements of operations”) for the year ended December 31, 2020, and the nine months ended September 30, 2021, are presented as if the Jake Marshall Transaction had occurred on January 1, 2020. The historical combined financial information has been adjusted to reflect factually supportable items that are directly attributable to the Jake Marshall Transaction and, with respect to the statements of operations only, are expected to have a continuing impact on the combined results.

The pro forma financial statements have been prepared using the acquisition method of accounting in Accounting Standards Codification 805, Business Combinations (“ASC 805”), with the Company treated as the acquirer. The acquisition method of accounting is dependent upon certain valuations and other studies that have yet to progress to a stage where there is sufficient information for a definitive measure. Accordingly, the pro forma adjustments are preliminary, have been made solely for the purpose of providing pro forma financial statements, and are subject to revision based on a final determination of fair value as of the date of acquisition. Differences between these preliminary estimates and the final acquisition accounting may have a material impact on the accompanying pro forma financial statements and the combined company’s future results of operations and financial position.

The pro forma financial statements are provided for informational purposes only and do not purport to represent what the actual consolidated results of operations or the consolidated financial position of the Company would have been had the Jake Marshall Transaction occurred on the dates assumed, nor are they necessarily indicative of future consolidated results of operations or consolidated financial position. The pro forma financial statements should be read in conjunction with:

•The accompanying notes to the pro forma financial statements;

•The audited consolidated financial statements of the Company contained in its Annual Report on Form 10-K for the year ended December 31, 2020 and the accompanying notes thereto;

•The unaudited condensed consolidated financial statements of the Company contained in its Quarterly Report on Form 10-Q for the period ended September 30, 2021 and the accompanying notes thereto; and

•The Acquired Companies' historical audited financial statements for the year ended December 31, 2020 and interim unaudited financial statements as of and for the nine months ended September 30, 2021 which are included as Exhibit 99.1 and Exhibit 99.2, respectively, to the Company's Current Report on Form 8-K/A to which this pro forma information is attached as Exhibit 99.3, and the accompanying notes hereto, respectively.

The unaudited pro forma condensed combined financial information included herein does not give effect to any potential cost reductions or other operating efficiencies that could result from the Jake Marshall Transaction.

LIMBACH HOLDINGS, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

SEPTEMBER 30, 2021

(in thousands)	Limbach Historical		Jake Marshall Historical		Pro Forma Adjustments			Limbach Pro Forma Combined
ASSETS
Current assets:
Cash and cash equivalents	$	33,302	$	3,671	$	(21,313)	(a)	$	24,875
					9,810		(c)
					(595)		(d)
Restricted cash	113		—		—			113
Accounts receivable	98,319		9,334		(2,337)		(p)	105,179
					(137)		(b)
Contract assets	72,193		1,156		—			73,349
Income tax receivable	217		—		—			217
Other current assets	5,539		343		(60)		(k)	5,822
Total current assets	209,683		14,504		(14,632)			209,555
Property and equipment, net	16,710		6,929		(1,167)		(a)	22,472
Intangible assets, net	11,386		—		5,350		(a)	16,736
Goodwill	6,129		—		4,233		(a)	10,362
Operating lease right-of-use assets	15,802		—		5,261		(h)	21,063
Deferred tax asset	5,696		—		—			5,696
Other assets	272		392		(392)		(l)	272
Total assets	$	265,678	$	21,825	$	(1,347)		$	286,156
LIABILITIES
Current liabilities:
Current portion of long-term debt	$	8,460	$	66	$	1,429	(c)	$	9,889
					(66)		(q)
Note Payable - member	—		1,000		(1,000)		(m)	—
Current operating lease liabilities	4,061		—		211		(h)	4,272
Accounts payable, including retainage	70,895		1,863		(137)		(b)	72,621
Contract liabilities	37,003		785		—			37,788
Accrued income taxes	245		—		—			245
Accrued expenses and other current liabilities	22,420		669		(267)		(m)	22,822
Total current liabilities	143,084		4,383		170			147,637
Long-term debt	23,094		382		8,521		(c)	31,615
					(382)		(q)
Long-term operating lease liabilities	12,495		—		5,050		(h)	17,545
Other long-term liabilities	4,030		—		3,089		(n)	7,119
Total liabilities	182,703		4,765		16,448			203,916
STOCKHOLDERS’ EQUITY
Common stock	1		—		—			1
Additional paid-in capital	84,419		—		—			84,419
Accumulated deficit	(1,445)		—		(735)		(d)	(2,180)
Members' equity	—		17,060		(17,060)		(j)	—
Total stockholders’ equity	82,975		17,060		(17,795)			82,240
Total liabilities and stockholders’ equity	$	265,678	$	21,825	$	(1,347)		$	286,156

LIMBACH HOLDINGS, INC.

UNAUDITED PRO FORMA STATEMENT OF COMBINED OPERATIONS

NINE MONTHS ENDED SEPTEMBER 30, 2021

(in thousands, except share and per share data)	Limbach Historical		Jake Marshall Historical		Pro Forma Adjustments			Limbach Pro Forma Combined
Revenue	$	363,540	$	25,417	$	(137)	(b)	$	388,820
Cost of revenue	303,158		20,442		(137)		(b)	323,463
Gross profit	60,382		4,975		—			65,357
Operating expenses:
Selling, general and administrative	52,679		4,155		243		(e)	57,638
					453		(f)
					108		(h)
Amortization of intangibles	295		—		852		(g)	1,147
Total operating expenses	52,974		4,155		1,656			58,785
Operating income	7,408		820		(1,656)			6,572
Other (expenses) income:
Interest expense, net	(2,140)		(103)		(162)		(c)	(2,285)
					120		(m)
Other income	—		14		—			14
(Loss) gain on disposition of property and equipment	(41)		15		—			(26)
Loss on early debt extinguishment	(1,961)		—		—			(1,961)
(Loss) gain on change in fair value of warrant liability	14		—		—			14
Debt forgiveness income	—		3,000		(3,000)		(o)	—
Government grant	—		2,337		(2,337)		(p)	—
Total other expenses	(4,128)		5,263		(5,379)			(4,244)
Income before income taxes	3,280		6,083		(7,035)			2,328
Income tax provision (benefit)	844		—		(268)		(i)	576
Net income	$	2,436	$	6,083	$	(6,767)		$	1,752
Earnings Per Share (“EPS”)
Income per common share:
Basic	$	0.25						$	0.18
Diluted	$	0.24						$	0.17
Weighted average number of shares outstanding:
Basic	9,915,966							9,915,966
Diluted	10,145,470							10,145,470

LIMBACH HOLDINGS, INC.

UNAUDITED PRO FORMA STATEMENT OF COMBINED OPERATIONS

YEAR ENDED DECEMBER 31, 2020

(in thousands, except share and per share data)	Limbach Historical		Jake Marshall Historical		Pro Forma Adjustments			Limbach Pro Forma Combined
Revenue	$	568,209	$	32,086	$	(1,282)	(b)	$	599,013
Cost of revenue	486,823		25,650		(1,282)		(b)	511,191
Gross profit	81,386		6,436		—			87,822
Operating expenses:
Selling, general and administrative	63,601		5,530		325		(e)	70,994
					658		(f)
					735		(d)
					145		(h)
Amortization of intangibles	630		—		1,136		(g)	1,766
Total operating expenses	64,231		5,530		2,999			72,760
Operating income	17,155		906		(2,999)			15,062
Other (expenses) income:
Interest expense, net	(8,627)		(19)		23		(q)	(8,623)
Gain on sale of property and equipment	95		10		—			105
Loss on change in fair value of warrant liability	(1,634)		—		—			(1,634)
Total other expenses	(10,166)		(9)		23			(10,152)
Income before income taxes	6,989		897		(2,976)			4,910
Income tax provision	1,182		—		(582)		(i)	600
Net income	$	5,807	$	897	$	(2,394)		$	4,310
Earnings Per Share (“EPS”)
Income per common share:
Basic	$	0.74						$	0.55
Diluted	$	0.72						$	0.53
Weighted average number of shares outstanding:
Basic	7,865,089							7,865,089
Diluted	8,065,464							8,065,464

LIMBACH HOLDINGS, INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

1. Basis of Presentation

The pro forma financial statements have been prepared to reflect the effects of the Jake Marshall Transaction on the financial statements of the Company. The pro forma balance sheet is presented as if the Jake Marshall Transaction had occurred on September 30, 2021. The pro forma statements of operations for the year ended December 31, 2020, and the nine months ended September 30, 2021, are presented as if the Jake Marshall Transaction had occurred on January 1, 2020. The historical consolidated financial information has been adjusted to reflect factually supportable items that are directly attributable to the Jake Marshall Transaction and, with respect to the statements of operations only, are expected to have a continuing impact on the combined results.

The pro forma financial statements have been prepared using the acquisition method of accounting in ASC 805, Business Combinations, with the Company treated as the acquirer. The acquisition method of accounting is dependent upon certain valuations and other studies that have yet to progress to a stage where there is sufficient information for a definitive measure. Accordingly, the pro forma adjustments are preliminary, have been made solely for the purpose of providing pro forma financial statements, and are subject to revision based on a final determination of fair value as of the date of acquisition. Differences between these preliminary estimates and the final acquisition accounting may have a material impact on the accompanying pro forma financial statements and the combined company’s future results of operations and financial position.

The pro forma financial statements are provided for informational purposes only and do not purport to represent what the actual consolidated results of operations or the consolidated financial position of the Company would have been had the merger occurred on the dates assumed, nor are they necessarily indicative of future consolidated results of operations or consolidated financial position.

2. Estimated Consideration and Preliminary Purchase Price Allocation

Total cash consideration paid by the Company for the Jake Marshall Transaction was $21.3 million (the “Closing Purchase Price”), consisting of (i) $20.0 million in cash consideration paid by the Company plus (ii) JMLLC's cash on hand, net of a working capital adjustment, which was retained by the Sellers. The purchase price is subject to customary post-closing adjustments. In addition, the Sellers may receive up to an aggregate of $6.0 million in cash, consisting of two tranches of $3.0 million, as more fully set forth in the Purchase Agreement, if the gross profit of the Acquired Companies equals or exceeds $10.0 million in (i) the approximately 13 month period from closing through December 31, 2022 (the “2022 Earnout Period”) or (ii) the fiscal period ending December 31, 2023 (the “2023 Earnout Period”), respectively (collectively, the “Earnout Payments”). To the extent, however, that the gross profit of the Acquired Companies is less than $10.0 million, but exceeds $8.0 million, during the 2022 Earnout Period or the 2023 Earnout Period, the $3.0 million amount will be prorated for such period.

The preliminary fair value of the contingent Earnout Payments was $3.1 million, resulting in a total estimated purchase consideration of $24.4 million. The fair value of the Earnout Payments was determined using the contractual amount payable based on expected future gross profit.

The Company has performed a preliminary valuation analysis of the fair market value of the Acquired Companies' assets acquired and liabilities assumed. The following table summarizes the allocation of the preliminary purchase price, using currently available information:

(in thousands)	Preliminary Purchase Price Allocation
Consideration:
Cash	$	21,313
Earnout provision	3,089
Total Consideration	24,402
Fair value of liabilities assumed:
Accounts payable, including retainage	1,863
Accrued expenses and other current liabilities	402
Contract liabilities(1)	785
Amount attributable to liabilities assumed	3,050
Fair value of assets acquired:
Cash and cash equivalents	3,671
Accounts receivable	6,997
Contract assets(1)	1,156
Other assets	283
Property and equipment	5,762
Intangible assets	5,350
Amount attributable to assets acquired	23,219
Goodwill as of September 30, 2021	$	4,233

(1) In November 2021, the Financial Accounting Standards Board issued Accounting Standards Update 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which creates an exception to the general recognition and measurement principle for contract assets and contract liabilities from contracts with customers acquired in a business combination. Under this exception, an acquirer applies ASC 606, Revenue from Contracts with Customers, to recognize and measure contract assets and contract liabilities on the acquisition date. ASC 805 generally requires the acquirer in a business combination to recognize and measure the assets it acquires and the liabilities it assumes at fair value on the acquisition date. The changes are effective for annual periods beginning after December 15, 2022. The Company early adopted ASU 2021-08 on the Effective Date. The adoption of this pronouncement did not have a material impact on the Company's financial statements.

This preliminary purchase price allocation has been used to prepare pro forma adjustments in the pro forma balance sheet and statements of operations. The final purchase price allocation will be determined when the Company has completed the detailed valuations and necessary calculations. The final allocation could differ materially from the preliminary allocation used in the pro forma adjustments. The final allocation is expected to occur within one year of the consummation of the Jake Marshall Transaction and any necessary adjustments will be reflected in the Company's financial statements accordingly.

3. Pro Forma Adjustments and Assumptions

The pro forma adjustments are based on currently available information and certain assumptions that the Company believes are reasonable. The actual effects of these transactions may differ from the pro forma adjustments included herein. However, management believes that the assumptions used to prepare the pro forma adjustments provide a reasonable basis for presenting the significant effects of the transactions as currently contemplated and that the pro forma adjustments are factually supportable, give appropriate effect to the expected impact of events that are directly attributable to the transactions, and reflect those items expected to have a continuing impact on the Company. The unaudited pro forma combined financial statements may not be indicative of the results that actually would have occurred if the Company had completed the transactions on the dates indicated or that could be achieved in the future.

A general description of these transactions and adjustments are provided as follows:

(a) Reflects the removal of the historical carrying amount of the Acquired Companies assets acquired and liabilities assumed as of September 30, 2021 and the recognition of the preliminary purchase price and the preliminary fair value of the assets acquired and liabilities assumed as of the Effective Date. The pro forma adjustment for cash reflects cash consideration paid at closing of $21.3 million.

(b) The pro forma adjustments eliminate historical transactions between the Company and the Acquired Companies that would be treated as intercompany transactions after the Jake Marshall Transaction.

(c) Certain adjustments that are directly related to the Jake Marshall Transaction were made to debt and debt related accounts. These adjustments include the executed Amended and Restated Credit Agreement (the “A&R Credit Agreement”), which recast the Company's overall term loan commitment to add an additional $10.0 million of term loan debt in order to fund a portion of the cash consideration paid in the Jake Marshall Transaction. The adjustments are as follows:

1.A $10.0 million increase to cash reflecting the recast of the Company's overall term loan commitment increase as a result of the executed A&R Credit Agreement, net of $0.1 million of issuance costs and $0.1 million for associated fees.

2.A $1.4 million increase to the current portion of long-term debt, which reflects the increase in monthly principal installment payments for the twelve month period ending September 30, 2022.

3.An $8.5 million increase to long term debt reflecting the execution of the A&R Credit Agreement, net of $0.1 of issuance costs.

4.A $0.2 million increase in estimated interest expense for the period from February 24, 2021 through September 30, 2021 as a result of the executed A&R Credit Agreement and amortization of associated deferred financing costs. Interest expense incurred under the Company's 2019 Refinancing Term Loan and 2019 Revolving Credit Facility prior to the February 24, 2021 refinancing was not adjusted in these pro forma financial statements.

(d) Reflects estimated transaction costs incurred or to be incurred related to the Jake Marshall Transaction that are not already reflected in the historical financial statements.

(e) Reflects the recognition of estimated compensation expense for the services of a former member of the Acquired Companies who obtained a full-time position with the Company at the Effective Date.

(f) The following table summarizes the change in estimated depreciation expense (amounts in thousands):

	Nine Months Ended September 30, 2021		Year Ended December 31, 2020
Estimated depreciation expense	$	1,097	$	1,549
Historical depreciation expense(1)	644		891
Total	$	453	$	658

(1) The historical statement of operations of the Acquired Companies recognized depreciation expense in selling, general and administrative expenses, while the Company recognizes certain of these expenses in cost of revenue and selling, general and administrative expense.

(g) A total pro forma adjustment for the amortization of intangibles of $0.9 million and $1.1 million was made for the nine months ended September 30, 2021 and for the year ended December 31, 2020, respectively. The fair value of the Acquired Companies' identifiable intangible assets and weighted useful lives have been preliminary estimated as follows (amounts in thousands):

	Estimated Fair Value		Estimated Useful Life (Years)
Trade name	$	1,150	7.4
Customer relationships	3,350		8.9
Backlog	850		2.0
Total	$	5,350

(h) Reflects the establishment of a $5.3 million of operating lease right-of-use asset, a $0.2 million current operating lease liability and a $5.1 million long-term operating lease liability for a related-party operating lease entered into by the Company and a former member of the Acquired Companies who became an employee of the Company as of the

Effective Date of the Jake Marshall Transaction. The following table summarizes the change in the estimated lease expense (amounts in thousands):

	Nine Months Ended September 30, 2021		Year Ended December 31, 2021
Estimated lease expense	$	378	$	505
Historical lease expense	270		360
Total	$	108	$	145

(i) The pro forma income tax adjustments included in the pro forma statement of operations for the periods ended September 30, 2021 and December 31, 2020 reflect the income tax effects of the pro forma adjustments presented. The tax rate applied to the pro forma adjustments was the statutory federal and apportioned statutory state tax rate, applied to pre-tax income, which was 28.0%, respectively.

(j) Reflects the elimination of the Acquired Companies' historical member's equity balance.

(k) The Acquired Companies' historical balance sheet as of September 30, 2021 included receivables of approximately $0.1 million associated with loans to company employees. The employee loan receivables were retained with the Sellers as a result of the Jake Marshall Transaction.

(l) The Acquired Companies' held certain insurance policies prior to the closing of the Jake Marshall Transaction, each with a policy period of June 1, 2021 through June 1, 2022. The cash proceeds from these insurance policies were retained with the Sellers.

(m) Reflects the payoff by Acquired Companies at/or prior to the Effective Date associated with a note payable from JMLLC to one of its members with a principal balance of $1.0 million. The note bore interest at 6.00% and was set to mature on December 31, 2021. As of September 30, 2021, JMLLC had unpaid, accrued interest of approximately $0.3 million, which was eliminated as a pro forma adjustment. A $0.1 million pro forma adjustment was made to eliminate the interest expense associated with the related-party note payable to a member for the period ended September 30, 2021. No interest was accrued during the year ended December 31, 2020 between the member and JMLLC. As a result, no adjustment was warranted.

(n) Reflects the aforementioned estimated contingent Earnout Payments as consideration for the Jake Marshall Transaction.

(o) Reflects an adjustment to eliminate the debt forgiveness income associated with loan proceeds under the Paycheck Protection Program, which was established under the congressionally approved Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). During the period ended September 30, 2021, JMLLC received notification from the U.S. Small Business Administration that the entire amount of the loan was forgiven.

(p) Reflects an adjustment for the nine months ended September 30, 2021 to eliminate the government grant income associated with the employee retention credit that was enacted under the CARES Act. A corresponding receivable of $2.3 million was also eliminated as a pro forma adjustment. The government grant income of $2.3 million will be retained by the Sellers.

(q) Reflects an adjustment for the termination of the Acquired Companies' note payable with Reliant Bank in conjunction with the closing of the Jake Marshall Transaction.