UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 2)
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| ☒ | 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
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| ☐ | 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)
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| Delaware | | 46-5399422 |
(State or other jurisdiction of
incorporation or organization) | | (I.R.S. Employer Identification
No.) |
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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:
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| 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 November 11, 2020, the number of shares outstanding of the registrant’s common stock was 7,926,137.
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. 2 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”), for the purpose of correcting the consent in Exhibit 23.1 to include all active registration statements in the auditor's consent. A new Exhibit 23.1 with the appropriate corrections is filed as Exhibit 23.1 attached hereto.
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. As no financial statements have been included in this Amendment 2 and it does not contain or amend any disclosure with respect to Items 307 or 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted and we are not including updated certifications under Section 906 of the Sarbanes-Oxley Act of 2002.
Except as otherwise expressly described above, this Amendment No. 2 does not amend, modify or update in any way the financial position, results of operations, cash flows, or other disclosure in, or exhibits to, the Original Form 10-K, nor does it reflect events occurring after the filing of the Original Form 10-K. Accordingly, this Amendment No. 2 should be read in conjunction with the Original Form 10-K and Amendment No. 1.
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.
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| | LIMBACH HOLDINGS, INC. |
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| | /s/ Charles A. Bacon, III |
| | Charles A. Bacon, III |
| | President, Chief Executive Officer and Director |
Date: December 4, 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 |
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| /s/ Charles A. Bacon, III | | President, Chief Executive Officer and Director | December 4, 2020 |
| Charles A. Bacon III | | (principal executive officer) | |
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| /s/ Jayme L. Brooks | | Chief Financial Officer | December 4, 2020 |
| Jayme L. Brooks | | (principal financial and accounting officer) | |
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| * | | Director and Chairman | December 4, 2020 |
| Gordon G. Pratt | | | |
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| * | | Director | December 4, 2020 |
| Larry G. Swets, Jr | | | |
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| * | | Director | December 4, 2020 |
| Michael F. McNally | | | |
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| * | | Director | December 4, 2020 |
| Norbert W. Young | | | |
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| * | | Director | December 4, 2020 |
| Laurel J. Krzeminski | | | |
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| * | | Director | December 4, 2020 |
| Joshua S. Horowitz | | | |
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| By: /s/ Jayme L. Brooks | | | |
| Attorney-in-fact | | | |
