UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
|
| |
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2019
OR
|
| |
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number 001-36541
LIMBACH HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
|
| | |
| Delaware | | 46-5399422 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
| | | |
1251 Waterfront Place, Suite 201 Pittsburgh, Pennsylvania | | 15222 |
| (Address of principal executive offices) | | (Zip Code) |
1-412-359-2100
(Registrant's telephone number, including area code)
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, par value $0.0001 per share | | LMB | | The Nasdaq Stock Market LLC |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the common stock held by non-affiliates of the registrant, computed as of June 28, 2019 (the last business day of the registrant’s most recently completed second fiscal quarter), was approximately $54,492,584.
As of May 11, 2020, the number of shares outstanding of the registrant’s common stock was 7,799,197.
Documents Incorporated by Reference: Portions of the registrant’s definitive proxy statement relating to the registrant’s 2019 Annual Meeting of Stockholders to be filed hereafter are incorporated by reference into Part III of this Annual Report on Form 10-K.
EXPLANATORY NOTE
Limbach Holdings, Inc. (together with its subsidiaries, “we”, “our” or “us”) is filing this Amendment No. 1 to Annual Report on Form 10-K/A (this “Form 10-K/A”) to amend our Annual Report on Form 10-K for the year ended December 31, 2019, originally filed with the Securities and Exchange Commission (the “SEC”) on May 12, 2020 (the “Original Filing”), to disclose that we had filed the Original Filing with the SEC after the filing deadline applicable to us for the filing of an Annual Report on Form 10-K in reliance on the 45-day extension provided by an order issued by the SEC Under Section 36 of the Securities Exchange Act of 1034 Granting Exemption from Specified Provisions of the Exchange Act and Certain Rules Thereunder (Release No. 34088318), as modified by an order issued by the SEC under Section 36 of the Securities Exchange Act of 1934 Modifying Exemptions From the Reporting and Proxy Delivery Requirements for Public Companies, dated March 25, 2020 (Release No. 34-88465) (collectively, the "Order").
On March 24, 2020, we filed a Current Report on Form 8-K with the SEC to indicate our intention to rely on the Order for the extension of the filing of the Original Filing. Consistent with our statements made in the Form 8-K filing, we were unable to file the Original Filing until May 12, 2020 because operations and business have experienced disruption due to the unprecedented conditions surrounding the Coronavirus (COVID-19) pandemic spreading throughout the United States and elsewhere, causing disruptions to the Company’s business operations. Management, at the time, was unable to timely review and prepare the Annual Report or determine COVID-19’s impact on the Company’s financial statements for the 2019 fiscal year.
Our principal executive officer and principal financial officer are providing currently dated certifications as required under Section 302 of the Sarbanes-Oxley Act of 2002 as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended. These certifications are filed as Exhibits 31.1 and 31.2. We are not including updated certifications under Section 906 of the Sarbanes-Oxley Act of 2002, as there are no financial statements included in this Form 10-K/A.
Except as described above, this Amendment does not amend, modify or update the information in, or exhibits to, the Original Filing. Furthermore, this Amendment does not change any previously reported financial results nor does it reflect events occurring after the filing of the Original Filing. This Form 10-K/A should be read in conjunction with the Original Filing and with the Company’s other filings made with the SEC subsequent to the filing of the Original Filing.
Part IV
Item 15. Exhibits and Financial Statement Schedules
a) Documents filed as part of this Report
(3) Exhibits. The exhibits listed in the “Exhibits Index” are filed or incorporated by reference as part of this Form 10-K.
(b) Exhibits.
SIGNATURES
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, thereunto duly authorized.
|
| |
| | LIMBACH HOLDINGS, INC. |
| | |
| | /s/ Charles A. Bacon, III |
| | Charles A. Bacon, III |
| | President, Chief Executive Officer and Director |
Date: May 14, 2020
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated. |
| | | |
| Signature | | Title | Date |
| | | | |
| /s/ Charles A. Bacon, III | | President, Chief Executive Officer and Director | May 14, 2020 |
| Charles A. Bacon III | | (principal executive officer) | |
| | | | |
| /s/ Jayme L. Brooks | | Chief Financial Officer | May 14, 2020 |
| Jayme L. Brooks | | (principal financial and accounting officer) | |
| | | | |
| * | | Director and Chairman | May 14, 2020 |
| Gordon G. Pratt | | | |
| | | | |
| * | | Director | May 14, 2020 |
| Larry G. Swets, Jr | | | |
| | | | |
| * | | Director | May 14, 2020 |
| Michael F. McNally | | | |
| | | | |
| * | | Director | May 14, 2020 |
| Norbert W. Young | | | |
| | | | |
| * | | Director | May 14, 2020 |
| Laurel J. Krzeminski | | | |
| | | | |
| * | | Director | May 14, 2020 |
| Joshua S. Horowitz | | | |
