0001628280-20-017124.txt : 20201204 0001628280-20-017124.hdr.sgml : 20201204 20201204170013 ACCESSION NUMBER: 0001628280-20-017124 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20201123 FILED AS OF DATE: 20201204 DATE AS OF CHANGE: 20201204 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Limbach Holdings, Inc. CENTRAL INDEX KEY: 0001606163 STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION SPECIAL TRADE CONTRACTORS [1700] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-36541 FILM NUMBER: 201370506 BUSINESS ADDRESS: STREET 1: 1251 WATERFRONT PLACE STREET 2: SUITE 201 CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: (412) 359-2100 MAIL ADDRESS: STREET 1: 1251 WATERFRONT PLACE STREET 2: SUITE 201 CITY: PITTSBURGH STATE: PA ZIP: 15222 FORMER COMPANY: FORMER CONFORMED NAME: 1347 Capital Corp DATE OF NAME CHANGE: 20140422 10-K/A 1 form10-ka.htm 10-K/A Document

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 2)
☒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 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.
 LIMBACH HOLDINGS, INC.
  
 /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 TitleDate
    
/s/ Charles A. Bacon, III President, Chief Executive Officer and DirectorDecember 4, 2020
Charles A. Bacon III (principal executive officer) 
    
/s/ Jayme L. Brooks Chief Financial OfficerDecember 4, 2020
Jayme L. Brooks (principal financial and accounting officer) 
    
* Director and ChairmanDecember 4, 2020
Gordon G. Pratt   
    
* DirectorDecember 4, 2020
Larry G. Swets, Jr   
    
* DirectorDecember 4, 2020
Michael F. McNally   
    
* DirectorDecember 4, 2020
Norbert W. Young   
    
* DirectorDecember 4, 2020
Laurel J. Krzeminski   
    
* DirectorDecember 4, 2020
Joshua S. Horowitz   
By: /s/ Jayme L. Brooks
Attorney-in-fact


 EX-23.1 2 ex-231consentofindepen.htm EX-23.1 Document

EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statements Nos. 333-218480, 333-220265 and 333-232406 on Form S-3 and Registration Statement Nos. 333-220264 and 333-232407 on Form S-8 of Limbach Holdings, Inc. of our report dated May 12, 2020 relating to the financial statements appearing in this Annual Report on form 10-K.


/s/ Crowe LLP

Atlanta, Georgia
May 12, 2020


 EX-31.1 3 exhibit311.htm EX-31.1 Document

EXHIBIT 31.1
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Charles A. Bacon, III, certify that:

1.I have reviewed this Amendment No. 2 to the Annual Report on Form 10-K for the year ended December 31, 2019 of Limbach Holdings, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.[intentionally omitted];
4.[intentionally omitted]; and
5.[intentionally omitted].

Date: December 4, 2020 
 /s/ Charles A. Bacon, III
 Charles A. Bacon, III
 Chief Executive Officer



 EX-31.2 4 exhibit312.htm EX-31.2 Document

EXHIBIT 31.2
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jayme L. Brooks, certify that:
1.I have reviewed this Amendment No. 2 to the Annual Report on Form 10-K for the year ended December 31, 2019 of Limbach Holdings, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.[intentionally omitted];
4.[intentionally omitted]; and
5.[intentionally omitted].
Date: December 4, 2020 
 /s/ Jayme L. Brooks
 Jayme L. Brooks
 Chief Financial Officer