Limbach (LMB) 10-Q 15 Aug 16 2016 Q2 Quarterly report Financial data

Document And Entity Information

Document And Entity Information	6 Months Ended
	Jun. 30, 2016shares
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2016
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q2
Entity Registrant Name	Limbach Holdings, Inc.
Entity Central Index Key	1,606,163
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Trading Symbol	TFSC
Entity Common Stock, Shares Outstanding	5,948,000

Balance Sheets

Balance Sheets - USD ($)	Jun. 30, 2016	Dec. 31, 2015
Current assets
Cash	$ 63,185	$ 119,826
Prepaid expenses	1,035	19,496
Total current assets	64,220	139,322
Cash and investments held in trust account	46,014,426	46,059,918
Total Assets	46,078,646	46,199,240
Current liabilities
Accounts payable & accrued expenses	953,543	130,283
Note payable to stockholder	125,000	125,000
Total liabilities	1,078,543	255,283
Common Stock subject to possible redemption; 3,995,919 and 4,094,389 shares at approximately $10 per share as of June 30, 2016 and as of December 31, 2015, respectively	39,959,190	40,943,890
Stockholders’ equity
Preferred stock, $.0001 par value; 1,000,000 shares authorized; none issued and outstanding	0	0
Common stock, $.0001 par value; 10,000,000 shares authorized; 1,952,081 and 1,853,611 issued and outstanding as of June 30, 2016 and December 31, 2015, respectively	195	185
Additional paid-in capital	6,513,930	5,529,241
Accumulated deficit	(1,473,212)	(529,359)
Total stockholders’ equity	5,040,913	5,000,067
Total liabilities and stockholders’ equity	$ 46,078,646	$ 46,199,240

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2016	Dec. 31, 2015
Common stock redemption amount shares	3,995,919	4,094,389
Common stock redemption amount (in dollars per share)	$ 10	$ 10
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares, issued	1,952,081	1,853,611
Common stock, shares, outstanding	1,952,081	1,853,611

Statements of Operations

Statements of Operations - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Revenues	$ 0	$ 0	$ 0	$ 0
General and administrative costs	602,841	78,292	1,033,085	220,600
Operating loss	(602,841)	(78,292)	(1,033,085)	(220,600)
Other income (expense):
Interest income	43,634	6,978	90,732	13,162
Income tax expense	0	0	(1,500)	0
Net loss	$ (559,207)	$ (71,314)	$ (943,853)	$ (207,438)
Weighted average common shares outstanding
Basic and diluted	1,892,081	1,848,001	1,872,846	1,848,001
Basic and diluted net loss per share	$ (0.3)	$ (0.04)	$ (0.5)	$ (0.11)

Statement of Changes in Stockho

Statement of Changes in Stockholders' Equity - USD ($)	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]
Beginning Balance at Apr. 15, 2014	$ 0	$ 0	$ 0	$ 0
Beginning Balance (in shares) at Apr. 15, 2014		0
Common shares issued to initial stockholders on April 17, 2014	25,000	$ 115	24,885	0
Common shares issued to initial stockholders on April 17, 2014 (in shares)		1,150,000
Sale of 4,600,000 units at $10 per unit in IPO, including over-allotment, net of underwriters' discount and offering expenses	44,168,216	$ 460	44,167,756	0
Sale of 4,600,000 units at $10 per unit in IPO, including over-allotment, net of underwriters' discount and offering expenses (in shares)		4,600,000
Sale of 198,000 units at $10 per unit in private placement, including over-allotment	1,980,000	$ 20	1,979,980	0
Sale of 198,000 units at $10 per unit in private placement, including over-allotment (in shares)		198,000
Sale of 600,000 $15 exercise price warrants at $0.5 per warrant in private placement	300,000	$ 0	300,000	0
Issuance of underwriter purchase option	100	0	100	0
Common shares subject to possible redemption	(40,999,990)	$ (410)	(40,999,580)	0
Common shares subject to possible redemption (in shares)		(4,099,999)
Net loss	(189,755)	$ 0	0	(189,755)
Ending Balance at Dec. 31, 2014	5,283,571	$ 185	5,473,141	(189,755)
Ending Balance (in shares) at Dec. 31, 2014		1,848,001
Common shares subject to possible redemption	56,100	$ 0	56,100	0
Common shares subject to possible redemption (in shares)		5,610
Net loss	(339,604)	$ 0	0	(339,604)
Ending Balance at Dec. 31, 2015	5,000,067	$ 185	5,529,241	(529,359)
Ending Balance (in shares) at Dec. 31, 2015		1,853,611
Common shares subject to possible redemption	384,699	$ 4	384,695	0
Common shares subject to possible redemption (in shares)		38,470
Net loss	(384,646)	$ 0	0	(384,646)
Ending Balance at Mar. 31, 2016	5,000,120	$ 189	5,913,936	(914,005)
Ending Balance (in shares) at Mar. 31, 2016		1,892,081
Beginning Balance at Dec. 31, 2015	5,000,067	$ 185	5,529,241	(529,359)
Beginning Balance (in shares) at Dec. 31, 2015		1,853,611
Net loss	(943,853)
Ending Balance at Jun. 30, 2016	5,040,913	$ 195	6,513,930	(1,473,212)
Ending Balance (in shares) at Jun. 30, 2016		1,952,081
Beginning Balance at Mar. 31, 2016	5,000,120	$ 189	5,913,936	(914,005)
Beginning Balance (in shares) at Mar. 31, 2016		1,892,081
Common shares subject to possible redemption	600,000	$ 6	599,994	0
Common shares subject to possible redemption (in shares)		60,000
Net loss	(559,207)	$ 0	0	(559,207)
Ending Balance at Jun. 30, 2016	$ 5,040,913	$ 195	$ 6,513,930	$ (1,473,212)
Ending Balance (in shares) at Jun. 30, 2016		1,952,081

Statement of Changes in Stockh6

Statement of Changes in Stockholders' Equity (Parenthetical)	9 Months Ended
	Dec. 31, 2014$ / sharesshares
Sale Of Warrants | shares	600,000
Investment Warrants, Exercise Price	$ 15
Private Placement Warrants Per Share	$ 0.5
IPO [Member]
Sale Of Warrants | shares	4,600,000
Sale Of Stock Per Share	$ 10
Private Placement [Member]
Sale Of Warrants | shares	198,000
Sale Of Stock Per Share	$ 10

Statements of Cash Flows

Statements of Cash Flows - USD ($)	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
Cash flows from operating activities
Net loss	$ (943,853)	$ (207,438)
Changes in operating assets and liabilities:
Accounts payable	823,260	(978)
Prepaid assets	18,460	42,710
Net cash used in operating activities	(102,133)	(165,706)
Cash flows from investing activities
Proceeds from investment in restricted cash and investments	45,492	(13,162)
Net cash from (used in) investing activities	45,492	(13,162)
Net decrease in cash	(56,641)	(178,868)
Cash at beginning of period	119,826	397,387
Cash at end of period	$ 63,185	$ 218,519

Organization and Plan of Busine

Organization and Plan of Business Operations	6 Months Ended
	Jun. 30, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]	Note 1 — Organization and Plan of Business Operations Limbach Holdings, Inc. formerly known as 1347 Capital Corp. (the “Company”) was incorporated in Delaware on April 15, 2014 as a blank check company whose objective is to acquire, through a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination, one or more operating businesses (a “Business Combination”). At June 30, 2016, the Company had not yet commenced any operations. All activity through June 30, 2016 relates to the Company’s formation and the Offering described below. The Company has selected December 31 as its fiscal year-end. The registration statement for the Company’s initial public offering (the “Offering”) was declared effective on July 15, 2014. The Company consummated the Offering of 4,000,000 40,000,000 600,000 180,000 10.00 600,000 15 0.50 2,100,000 1,150,000 25,000 0.02 On July 21, 2014 the underwriters exercised their over-allotment option in full and on July 23, 2014 purchased an additional 600,000 Units subject to such over-allotment option. The Units issued pursuant to the over-allotment option were sold at the Offering price of $ 10.00 6,000,000 18,000 10.00 All of the proceeds received from the Offering and sale of Private Units have been placed in the trust account after paying for certain expenses and working capital requirements of the Company, such that at least approximately $10.00 per Unit sold in the Offering will be held in a reputable bank or trust company (“Trust Account”) until the earlier of (i) the consummation of the Company’s initial Business Combination and (ii) the Company’s failure to consummate a Business Combination within the prescribed time. After deducting the Offering expenses, the remaining net proceeds (not held in the Trust Account) may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. Additionally, the interest earned on the Trust Account balance may be released to the Company to fund working capital requirements as well as for any amounts that are necessary to pay the Company’s tax obligations. In connection with any proposed Business Combination, the Company will seek stockholder approval of an initial Business Combination at a meeting called for such purpose at which stockholders may seek to convert their shares, regardless of whether they vote for or against the proposed Business Combination. The Company, after signing a definitive agreement for the acquisition of a target business, is required to provide stockholders who acquired common shares in the Offering (“Public Stockholders”) with the opportunity to convert their common shares for a pro rata share of the Trust Account, however, there will be a mechanism to prevent a Public Stockholder from voting, or seeking conversion for more than 20% of the shares sold in the Offering. The insiders shall not be entitled to seek conversion with respect to any Insider Shares nor with respect to any shares of common stock purchased by them in the Offering or in the aftermarket. If the Company is unable to complete its initial Business Combination within 18 months from the date of the Offering (or 24 months from the date of the Offering if the Company has executed a letter of intent or definitive agreement for a Business Combination within 18 months from the date of the Offering but has not completed such Business Combination within the 18-month period), the Company will liquidate and dissolve and distribute its assets in the Trust Account to the Public Stockholders. In such case, each Public Stockholder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company for working capital purposes or to pay any of its taxes. The holders of Insider Shares and Private Units will not participate in any redemption distribution with respect to their Insider Shares and Private Units, including the common stock included in the Private Units. As more fully described in Note 8 — “ d If the Company is unable to conclude its initial Business Combination and expends all of the net proceeds of the Offering not deposited in the Trust Account, without taking into account any interest earned on the Trust Account, the Company expects that the per-share redemption price for common stock will be approximately $10.00. The placement of funds in the Trust Account may not protect those funds from third party claims against the Company. Although the Company will seek to have all vendors and service providers engaged and prospective target businesses the Company negotiate with execute agreements waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of Company’s Public Stockholders, they may not execute such agreements. Furthermore, even if such entities execute such agreements with the Company, they may seek recourse against the Trust Account. A court may not uphold the validity of such agreements. Accordingly, the proceeds held in the Trust Account could be subject to claims which could take priority over those of the Public Stockholders. Therefore, the actual per-share redemption price may be less than approximately $10.00. If we do not complete a Business Combination within 18 months from the closing of our Offering (or 24 months from the closing of our Offering if we have entered into a letter of intent or definitive agreement for a Business Combination within 18 months from the closing of our Offering but the Business Combination has not been completed within such 18-month period), we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. This mandatory liquidation and subsequent dissolution requirement raises substantial doubt about the Company’s ability to continue as a going concern. Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, Limbach Holdings, Inc. (f/k/a 1347 Capital Corp.), as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Significant Accounting Policies

Significant Accounting Policies	6 Months Ended
	Jun. 30, 2016
Accounting Policies [Abstract]
Significant Accounting Policies [Text Block]	Note 2 — Significant Accounting Policies Basis of Presentation The accompanying financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Loss per Share Loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period, excluding shares of common stock subject to possible redemption. The Company did not take into account the outstanding dilutive securities in calculating the loss per share because it reported net loss for the period. As a result, diluted loss per common share is the same as basic loss per common share for the period. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with a maturity of three months or less when purchased to be cash equivalents. The Company maintains cash balances that at times may be uninsured or in deposit accounts that exceed Federal Deposit Insurance Corporation limits. The Company maintains its cash deposits with major financial institutions. Securities held in Trust Account At June 30, 2016, the assets in the Trust Account were valued at $46,014,426, held as cash. Common Stock Subject to Possible Conversion The Company accounts for its common stock subject to possible conversion in accordance with ASC 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory conversion (if any) is classified as a liability instrument and is measured at fair value. Conditionally convertible common stock (including common stock that features conversion rights that are either within the control of the holder or subject to conversion upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at June 30, 2016, the common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Although the Company did not specify a maximum redemption threshold, its charter provides that in no event will it redeem its public shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock shall be affected by charges against retained earnings. Accordingly, at June 30, 2016, 3,995,919 4,600,000 Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material change to its financial position. The Company’s policy for recording interest and penalties associated with audits is to record such expense as a component of income tax expense. There were no amounts accrued for penalties or interest as of June 30, 2016. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position. Recent Adopted Accounting Standards In June 2014, the FASB issued Accounting Standards Update (ASU) 2014-10 which eliminated the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. This ASU is effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early application is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued. Upon adoption, entities will no longer present or disclose any information required by Topic 915. We adopted the new standard beginning January 1, 2015.

The Offering

The Offering	6 Months Ended
	Jun. 30, 2016
Equity [Abstract]
Initial Public Offering [Text Block]	Note 3 — The Offering The Company consummated the Offering of 4,000,000 10.00 11.50 600,000 4,000,000 600,000 10.00 6,000,000 If the Company is unable to consummate a Business Combination within 18 months from the closing of this Offering, or 24 months from the closing of this Offering if the Company has entered into a letter of intent or definitive agreement with a target business for a Business Combination within 18 months from the closing of this Offering and such Business Combination has not yet been consummated within such 18-month period, it will redeem 100 The Company paid the underwriters in the Offering an underwriting discount of 3 1,200,000 180,000 100 300,000 10 792,903 2.64 30 1.01 Simultaneously with the closing of the Offering, the Company has also consummated a private placement of 180,000 10 600,000 15 0.50 2,100,000 18,000 10.00 180,000

Offering Costs

Offering Costs	6 Months Ended
	Jun. 30, 2016
Offering Costs [Abstract]
Offering Costs [Text Block]	Note 4 — Offering Costs Offering costs consist principally of legal, accounting and underwriting costs incurred through the balance sheet date that are directly related to the Offering. Offering costs amounting to $ 1,831,784 1,380,000

Note Payable to Stockholder

Note Payable to Stockholder	6 Months Ended
	Jun. 30, 2016
Notes Payable [Abstract]
Note Payable To Stockholder [Text Block]	Note 5 — Note Payable to Stockholder The Company issued a $ 125,000

Commitments

Commitments	6 Months Ended
	Jun. 30, 2016
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies Disclosure [Text Block]	Note 6 — Commitments The Company has engaged the Representative to act as its advisor in connection with its initial Business Combination to provide it with assistance in negotiating and structuring the terms of its initial Business Combination. The Company will pay the Representative a cash fee equal to 3.5 1,610,000 On April 2014, Company’s insiders purchased an aggregate of 1,150,000 100 100 12.50 The Private Units issued in the private placement described above are identical to the Units sold in the Offering. However, the holders of Private Units have agreed (A) to vote their common shares included in the Private Units and any public shares acquired in or after the Offering in favor of any proposed Business Combination, (B) not to propose, or vote in favor of, an amendment to Company’s certificate of incorporation that would affect the substance or timing of Company’s obligation to redeem 100 The Company presently occupies office space provided by an affiliate of the Company’s sponsor. Such affiliate has agreed that until the Company consummates a Business Combination, they will make such office space, as well as certain office and secretarial services, available to the Company as may be required by the Company from time to time. The Company has agreed to pay an aggregate of $ 10,000

Stockholder Equity

Stockholder Equity	6 Months Ended
	Jun. 30, 2016
Stockholders' Equity Note [Abstract]
Stockholders' Equity Note Disclosure [Text Block]	Note 7 — Stockholder Equity Preferred Stock The Company is authorized to issue 1,000,000 0.0001 Common Stock The Company is authorized to issue 10,000,000 0.0001 5,948,000 4,600,000 198,000 1,150,000 5,948,000 3,995,919 On February 6, 2015, 1347 Investors LLC, our sponsor, transferred 10,000 0.0217391

Proposed Business Combination

Proposed Business Combination	6 Months Ended
	Jun. 30, 2016
Business Combinations [Abstract]
Business Combination Disclosure [Text Block]	Note 8 — Proposed Business Combination On March 23, 2016, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company and Limbach Holdings LLC (“Limbach”) and F d d On March 25, 2016, the Company entered into a Voting and Lockup Agreement (“Voting Agreement”) with F d 80 d On July 11, 2016, the Company entered into Amendment No. 1 (the “First Amendment”) to the Merger Agreement. The First Amendment provides for the reduction of the number of shares of the Company’s common stock to be issued to Limbach equity holders by 500,000 1,000,000 On July 18, 2016, the Company entered into Amendment No. 2 (the “Second Amendment”) to the Merger Agreement. The Second Amendment provides for the reduction of the minimum amount of cash that must be released from the Company’s trust account from $ 20 18 200,000 The aggregate consideration to be paid by the Company to the holders of membership interests and holders of options to acquire membership interests of Limbach will be an aggregate of $ 55 (a) between $33 million and $45 million in cash (the “Cash Consideration”), (b) between 1.0 million and 2.2 million shares of the Company’s common stock, par value $0.0001 per share (“Merger Shares”), and (c) up to 666,667 warrants to purchase one share of the Company’s common stock at an exercise price of $12.50 (“Merger Warrants”). 1,000,000 All options to purchase membership interests of Limbach then outstanding will be settled for a mixture of the Cash Consideration, Merger Shares, Merger Warrants and Additional Merger Warrants. Limbach optionholders may elect to be substantially cashed-out (the “Cash-out Optionholders”) or participate pro rata with the holders of Limbach membership interests to the extent of the implied value of the membership interests underlying the options (the “Participating Optionholders”). Options held by Cash-out Optionholders will be converted into the right to receive (a) an amount of cash equal to the aggregate implied value of the membership interests underlying such options (assuming the full exercise of all outstanding Limbach options for cash), less the exercise price of such options, less $1,000, and (b) 100 Merger Shares, each with a nominal value of $10.00 per share. less less All outstanding membership interests of Limbach then outstanding will be converted into the right to receive (a) a pro rata share of the Cash Consideration remaining after subtracting the cash amounts paid to the Cash-out Optionholders and the Participating Optionholders, (b) a pro rata share of the Merger Shares remaining after subtracting the aggregate number of Merger Shares issued to the Cash-out Optionholders, (c) a pro rata share of the Merger Warrants, and (d) a pro rata share of the Additional Merger Warrants. The Merger Agreement provides that the Company will file a registration statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission (“SEC”) registering the Merger Shares under the Securities Act of 1933, as amended (the “Securities Act”). The first 1.5 In addition, the Company has agreed to issue and sell to 1347 Investors LLC (“Sponsor”), its affiliates or other investors identified by the Sponsor, up to $ 10 42.9 The Preferred Stock will be mandatorily redeemable at par on the six-year anniversary of the date of issuance, will pay a cumulative dividend at a rate of 8 10 12 25.00 Each share of Preferred Stock will be convertible at the holder’s election at any time after issuance into 2.00 shares of the Company’s common stock, par value $0.0001 per share, representing a conversion price of $12.50 per share. With respect to the payment of dividends and the distribution of the Company’s assets upon liquidation, dissolution or winding up, the Preferred Stock will rank senior to all other classes and series of the Company’s capital stock outstanding as of the date of issuance of the Preferred Stock, and junior to all of the Company’s future indebtedness and any equity securities that the Company may issue that by their terms rank senior to the Preferred Stock. The Company may not issue any other shares of capital stock that rank senior or pari passu Consummation of the Merger Agreement is subject to customary conditions of the respective parties, including receipt of consents of applicable third parties and governmental authorities and required stockholder approvals, including the approval of the Company’s stockholders in accordance with the Company’s amended and restated certificate of incorporation. In addition, consummation of the Merger Agreement is subject to other closing conditions, including, among others: (i) that the Registration Statement shall have been declared effective by the SEC; (ii) that there has been no material adverse effect on Limbach’s business or prospects; (iii) that the amount available to be released to the Company from the Trust Account will be no less than $ 18 65 40 The Registration Statement pertaining to the Proposed Business Combination was filed by the Company on April 15, 2016 and was declared effective by the Securities and Exchange Commission on June 16, 2016.

Subsequent event

Subsequent event	6 Months Ended
	Jun. 30, 2016
Subsequent Events [Abstract]
Subsequent Events [Text Block]	Note 9 — Subsequent event On July 12, 2016 the Company’s securities were delisted from Nasdaq Capital Market due to the Company’s non-compliance with the minimum shareholder requirement set forth in NASDAQ Listing Rule 5550(a)(3). The Company’s common stock, units, rights and warrants commenced trading on the OTCQB market effective with the opening of the stock market on July 13, 2016. On July 19, 2016, at the special meeting in lieu of the 2016 annual meeting of stockholders (the “Special Meeting”) of the Company, stockholders approved the Proposed Business Combination, as discussed in Note 8 — In connection with the closing of the Proposed Business Combination, the Company's name changed from 1347 Capital Corp. to Limbach Holdings, Inc. and its common stock and warrants are quoted on the OTCQB under the symbols “LMB” and “LMBW,” respectively. At the Special Meeting, Charles A. Bacon, III, David S. Gellman and Larry G. Swets, Jr. were elected by the Company’s stockholders to serve as Class A directors, with terms expiring at the Company’s annual meeting of stockholders in 2017, Norbert W. Young was elected by the Company’s stockholders to serve as a Class B director, with a term expiring at the annual meeting of stockholders in 2018, and S. Matthew Katz and Gordon G. Pratt were elected by the Company’s stockholders to serve as Class C directors, with terms expiring at the annual meeting of stockholders in 2019. On July 20, 2016, the Company consummated the Proposed Business Combination.

Significant Accounting Polici17

Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2016
Accounting Policies [Abstract]
Basis of Accounting, Policy [Policy Text Block]	Basis of Presentation The accompanying financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).
Earnings Per Share, Policy [Policy Text Block]	Loss per Share Loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period, excluding shares of common stock subject to possible redemption. The Company did not take into account the outstanding dilutive securities in calculating the loss per share because it reported net loss for the period. As a result, diluted loss per common share is the same as basic loss per common share for the period.
Fair Value of Financial Instruments, Policy [Policy Text Block]	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet.
Use of Estimates, Policy [Policy Text Block]	Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents, Policy [Policy Text Block]	Cash and Cash Equivalents The Company considers all short-term investments with a maturity of three months or less when purchased to be cash equivalents. The Company maintains cash balances that at times may be uninsured or in deposit accounts that exceed Federal Deposit Insurance Corporation limits. The Company maintains its cash deposits with major financial institutions.
Securities Held In Trust Account [Policy Text Block]	Securities held in Trust Account At June 30, 2016, the assets in the Trust Account were valued at $46,014,426, held as cash.
Common Stock Possible Redemption [Policy Text Block]	Common Stock Subject to Possible Conversion The Company accounts for its common stock subject to possible conversion in accordance with ASC 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory conversion (if any) is classified as a liability instrument and is measured at fair value. Conditionally convertible common stock (including common stock that features conversion rights that are either within the control of the holder or subject to conversion upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at June 30, 2016, the common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Although the Company did not specify a maximum redemption threshold, its charter provides that in no event will it redeem its public shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock shall be affected by charges against retained earnings. Accordingly, at June 30, 2016, 3,995,919 4,600,000
Income Tax, Policy [Policy Text Block]	Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material change to its financial position. The Company’s policy for recording interest and penalties associated with audits is to record such expense as a component of income tax expense. There were no amounts accrued for penalties or interest as of June 30, 2016. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position.
New Accounting Pronouncements, Policy [Policy Text Block]	Recent Adopted Accounting Standards In June 2014, the FASB issued Accounting Standards Update (ASU) 2014-10 which eliminated the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. This ASU is effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early application is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued. Upon adoption, entities will no longer present or disclose any information required by Topic 915. We adopted the new standard beginning January 1, 2015.

Organization and Plan of Busi18

Organization and Plan of Business Operations (Details Textual) - USD ($)	1 Months Ended
	Jul. 23, 2014	Jul. 21, 2014	Apr. 30, 2014
Stock Issued During Period, Shares, New Issues		4,000,000
Sale of Stock, Price Per Share		$ 10
IPO [Member]
Stock Issued During Period, Shares, New Issues		4,000,000
Proceeds from Issuance Initial Public Offering		$ 40,000,000
Over-Allotment Option [Member]
Stock Issued During Period, Shares, New Issues	600,000
Proceeds from Issuance of Common Stock	$ 6,000,000
Sale of Stock, Price Per Share	$ 10	$ 10
Class of Warrant or Right, Outstanding		600,000
Private Placement [Member]
Stock Issued During Period, Shares, New Issues		180,000
Sale of Stock, Price Per Share		$ 10
Class of Warrant or Right, Outstanding		600,000
Exercise Price Sponsor Warrants		15
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 0.50
Warrants and Rights Outstanding		$ 2,100,000
Insider Shares [Member]
Stock Issued During Period, Shares, New Issues			1,150,000
Proceeds from Issuance of Common Stock			$ 25,000
Sale of Stock, Price Per Share			$ 0.02
Private Placement Additional Sale [Member]
Proceeds from Issuance of Common Stock		$ 18,000
Sale of Stock, Price Per Share		$ 10

Significant Accounting Polici19

Significant Accounting Policies (Details Textual) - USD ($)	6 Months Ended
	Jun. 30, 2016	Dec. 31, 2015
Temporary Equity, Shares Outstanding	3,995,919	4,094,389
IPO [Member]
Sale of Stock, Number of Shares Issued in Transaction	4,600,000
Cash [Member]
Assets Held-in-trust, Current	$ 46,014,426

The Offering (Details Textual)

The Offering (Details Textual) - USD ($)	1 Months Ended		9 Months Ended
	Jul. 23, 2014	Jul. 21, 2014	Dec. 31, 2014
Percentage Of Underwriters Discount	3.00%
Payment Of Underwriting Discounts	$ 1,200,000
Payment Of Additional Underwriting Discounts	$ 180,000
Stock Issued During Period, Shares, New Issues		4,000,000
Sale of Stock, Price Per Share		$ 10
Common shares issued to initial stockholders			$ 25,000
Percentage of shares redeemed	100.00%
Warrant [Member]
Sale of Stock, Price Per Share		$ 11.50
Sponsor [Member]
Sale Of Purchase Option Value Of Option		$ 180,000
Stock Issued During Period, Shares, New Issues		18,000
Sale of Stock, Price Per Share		$ 10
Sponsor Warrants [Member]
Stock Issued During Period, Shares, New Issues		600,000
Sale of Stock, Price Per Share		$ 10
Class of warrant or right, exercise price of warrants or rights		$ 0.50
Proceeds from issuance of private placement		$ 2,100,000
Common shares issued to initial stockholders		$ 15
Private Placement [Member]
Stock Issued During Period, Shares, New Issues		180,000
Sale of Stock, Price Per Share		$ 10
Class of warrant or right, exercise price of warrants or rights		0.50
Over-Allotment Option [Member]
Stock Issued During Period, Shares, New Issues	600,000
Sale of Stock, Price Per Share	$ 10	$ 10
Proceeds from Issuance of Common Stock	$ 6,000,000
Stock Issued During Period, Shares, Other		4,000,000
Unit Purchase Option [Member]
Sale Of Purchase Option Value Of Option		$ 100
Sale Of Purchase Option Units Issuable Upon Exercise Of Option		300,000
Registration Statement Price Per Unit		$ 10
Fair Value Of Stock Purchase Option		$ 792,903
Fair Value Of Stock Purchase Option Price Per Option		$ 2.64
Fair Value Assumptions, Risk Free Interest Rate		1.01%
Fair value assumptions, expected term		5 years
Fair Value Assumptions, Expected Volatility Rate		30.00%
Early Bird Capital Inc [Member]
Sale Of Purchase Option Value Of Option		$ 600,000

Offering Costs (Details Textual

Offering Costs (Details Textual)	Jun. 30, 2016USD ($)
Deferred Offering Costs	$ 1,831,784
Underwriter Fee Related To Offering	$ 1,380,000

Note Payable to Stockholder (De

Note Payable to Stockholder (Details Textual)	Apr. 17, 2014USD ($)
Unsecured Promissory Note [Member]
Debt Instrument, Face Amount	$ 125,000

Commitments (Details Textual)

Commitments (Details Textual) - USD ($)	1 Months Ended			6 Months Ended
	Jul. 23, 2014	Jul. 21, 2014	Apr. 30, 2014	Jun. 30, 2016	Dec. 31, 2015
Percentage of initial public offering proceeds				3.50%
Cash fee to be paid for services				$ 1,610,000
Stock issued during period, shares, new issues		4,000,000
Due to affiliate				$ 10,000
Common stock, par value (in dollars per share)				$ 0.0001	$ 0.0001
Percentage of shares redeemed	100.00%
Insider Shares [Member]
Stock issued during period, shares, new issues			1,150,000
Common stock, par value (in dollars per share)			$ 12.50
Percentage of shares redeemed			100.00%	100.00%
Private Units Holders [Member]
Percentage of shares redeemed				100.00%

Stockholder Equity (Details Tex

Stockholder Equity (Details Textual) - $ / shares	Jun. 30, 2016	Dec. 31, 2015	Feb. 06, 2015	Apr. 30, 2014
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares, issued	1,952,081	1,853,611
Common stock, shares, outstanding	1,952,081	1,853,611
Common stock redemption amount shares	3,995,919
Common stock shares transferred by sponsor			10,000
Share Price			$ 0.0217391
Common Stock [Member]
Common stock, shares, issued	5,948,000
Common stock, shares, outstanding	5,948,000
Private Placement [Member]
Common stock, shares, issued	198,000
Offering [Member]
Common stock, shares, issued	4,600,000
Insider Shares [Member]
Common stock, par value (in dollars per share)				$ 12.50
Common stock, shares, issued				1,150,000

Proposed Business Combination (

Proposed Business Combination (Details Textual) - USD ($) $ / shares in Units, $ in Millions	Jul. 11, 2016	Jul. 18, 2016	Jun. 30, 2016
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Maximum Amount			$ 42.9
Preferred Stock, Liquidation Preference Per Share			$ 25
Convertible Preferred Stock, Terms of Conversion			Each share of Preferred Stock will be convertible at the holders election at any time after issuance into 2.00 shares of the Companys common stock, par value $0.0001 per share, representing a conversion price of $12.50 per share.
Minimum Amount To Be Released From Trust Account			$ 18
Line of Credit Facility, Current Borrowing Capacity			65
Minimum Amount To Be Funded			$ 40
Subsequent Event [Member]
Business Acquisition Warrants Issued Or Issuable Number Of Warrants Issued		1,000,000
First Amendment [Member] | Subsequent Event [Member]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares	500,000
Business Acquisition Warrants Issued Or Issuable Number Of Warrants Issued	1,000,000
Second Amendment [Member] | Subsequent Event [Member]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares		200,000
Cummulative Dividend Rate For One To Three Year [Member]
Preferred Stock, Dividend Rate, Percentage			8.00%
Cummulative Dividend Rate For Four To Five Year [Member]
Preferred Stock, Dividend Rate, Percentage			10.00%
Cummulative Dividend Rate For Six Year [Member]
Preferred Stock, Dividend Rate, Percentage			12.00%
Minimum [Member] | Second Amendment [Member] | Subsequent Event [Member]
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable		$ 20
Maximum [Member] | Second Amendment [Member] | Subsequent Event [Member]
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable		$ 18
Limbach [Member]
Business Acquisition, Percentage of Voting Interests Acquired			80.00%
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable			$ 55
Business Combination, Consideration Transferred, Description			(a) between $33 million and $45 million in cash (the Cash Consideration), (b) between 1.0 million and 2.2 million shares of the Companys common stock, par value $0.0001 per share (Merger Shares), and (c) up to 666,667 warrants to purchase one share of the Companys common stock at an exercise price of $12.50 (Merger Warrants).
Stock Issued During Period, Shares, Acquisitions			1,500,000
Limbach [Member] | Cash-out Optionholders [Member]
Options to Purchase ship Interest, Description			(a) an amount of cash equal to the aggregate implied value of the membership interests underlying such options (assuming the full exercise of all outstanding Limbach options for cash), less the exercise price of such options, less $1,000, and (b) 100 Merger Shares, each with a nominal value of $10.00 per share.
Preferred Class A [Member]
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Maximum Amount			$ 10