Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 3, 2023

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.)

797 Commonwealth Drive, Warrendale, Pennsylvania 15086

(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. ¨


Item 7.01			Regulation FD Disclosure

On July 5, 2023, Limbach Holdings, Inc. issued a press release announcing the closing of the acquisition of Chattanooga, TN-based specialty industrial contractor, ACME Industrial Piping, LLC, for a purchase price at closing of $5 million in cash. The transaction also provides for an earnout of up to $2.5 million.

The information in this Current Report on Form 8-K and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.


Item 9.01			Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.						Description
99.1						Registrant’s Press Release dated July 5, 2023
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: Executive Vice President and Chief Financial Officer

Dated: July 5, 2023

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

Limbach Holdings, Inc. Acquires Chattanooga, TN – Based Specialty Industrial Contractor ACME Industrial Piping, LLC

WARRENDALE, PA – July 5, 2023 – Limbach Holdings, Inc. (Nasdaq: LMB) (“Limbach” or the “Company”) today announced the closing of the acquisition of Chattanooga, TN-based specialty industrial contractor ACME Industrial Piping, LLC (“ACME”) for an enterprise value of $5 million in an all-cash transaction.

Transaction Highlights

•ACME specializes in performing industrial maintenance, capital project work, and emergency services for specialty chemical and manufacturing clients, and is a leading mechanical solutions provider for hydroelectric producers.

•ACME’s business model aligns well with Limbach’s emphasis on expanding the Owner Direct Relationships (“ODR”) segment, including significant owner-direct exposure and an indispensable ‘on-premise’ presence at a number of Fortune 500 caliber customers.

•ACME expects to contribute on average $10 million in revenue and in excess of $1 million in EBITDA annually.

•Total consideration paid by Limbach at closing was $5 million (subject to typical working capital adjustments), sourced from available cash, with performance-based, contingent earn-outs totaling $2.5 million potentially being paid out as part of the transaction over the next two years.

Background on ACME

Founded in 1968, ACME serves industrial customers in the greater Chattanooga, TN market and hydroelectric customers nationally, with a concentration in the Southeast region. ACME provides mechanical construction, process piping and pipe fabrication capabilities, with an emphasis on delivering customized, quick response solutions for owners of critical process facilities. ACME is recognized nationally as “The EMTs of the Industrial Market.”

Management Comments

Michael McCann, Limbach’s President and Chief Executive Officer, said, “We’re excited to welcome Jim Bailey and the ACME team. We believe ACME is a perfect fit with Limbach’s dynamic mechanical solutions platform, both operationally and culturally. ACME aligns well with our ODR segment, with a focus on performing mission critical work for customers that value immediate access to a trusted partner to help manage and optimize their facility assets. ACME has a number of Fortune 500 industrial clients as customers. We are excited to expand those relationships and to leverage the rest of Limbach’s capabilities across an entirely new customer base. Additionally, we’re excited by ACME’s niche as a market leader in maintaining and servicing hydroelectric infrastructure. This is

a new niche for Limbach, which we intend to expand and leverage further. With the transaction closing mid-year, we expect that ACME’s impact on Limbach’s revenue and earnings in 2023 will be immaterial. Our immediate focus will be on integration and driving revenue synergies that we believe will add meaningfully to 2024 results and beyond. More generally, we continue to view the acquisition environment favorably, and remain committed to executing additional transactions that meet our acquisition criteria.”

ACME owner Jim Bailey added, “We’re excited to join the Limbach family and to bolster its Southeast industrial presence alongside our new colleagues at Chattanooga-based Jake Marshall, LLC. I’m confident that the addition of Limbach’s engineering and design capabilities and corporate services platform, together with our collective focus on revenue synergies and gross profit optimization, will allow us to maximize the opportunities in our market. In addition, I’m most excited about the alignment of the ACME and Limbach corporate cultures, and the significant opportunities available to our employees to develop professionally and to grow and advance their careers.”

About Limbach

Limbach is a building systems solutions firm with expertise in the design, prefabrication, installation, management and maintenance of heating, ventilation, air-conditioning ("HVAC"), mechanical, electrical, plumbing and controls systems. With over 1,500 team members and 17 offices located throughout the United States, we partner with institutions with mission-critical infrastructures, such as data centers and healthcare, industrial & light manufacturing, cultural & entertainment, higher education, and life science facilities. With Limbach's full life-cycle capabilities, from concept design and engineering through system commissioning and recurring 24/7 service and maintenance, Limbach is positioned as a value-added and indispensable partner for building owners, construction managers, general contractors, and energy service companies.

Forward-Looking Statements

We make forward-looking statements in this press release within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to expectations or forecasts for future events, including, without limitation, the expected contribution from and related to our acquisition of ACME, our earnings, Adjusted EBITDA, revenues, expenses, backlog, capital expenditures or other future financial or business performance or strategies, results of operations or financial condition, and in particular statements regarding the impact of the COVID-19 pandemic on the construction industry in future periods, timing of the recognition of backlog as revenue, the potential for recovery of cost overruns, and the ability of Limbach to successfully remedy the issues that have led to write-downs in various business units. These statements may be preceded by, followed by or include the words “may,” “might,” “will,” “will likely result,” “should,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “continue,” “target” or similar expressions. These forward-looking statements are based on information available to us as of the date they were made and involve a number of risks and uncertainties which may cause them to turn out to be wrong. Some of these risks and uncertainties may in the future be amplified by the COVID-19 outbreak and there may be additional risks that we consider immaterial or which are unknown. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Please refer to our most recent annual report on Form 10-K, as well as our subsequent filings on Form 10-Q and Form 8-K, which are available on the SEC’s website (www.sec.gov), for a full discussion of the risks and other factors that may impact any forward-looking statements in this press release.

Investor Relations

The Equity Group, Inc.

Jeremy Hellman, CFA

Vice President

(212) 836-9626 / jhellman@equityny.com

Cover	Jul. 03, 2023
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Jul. 03, 2023
Entity Registrant Name	LIMBACH HOLDINGS, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-36541
Entity Tax Identification Number	46-5399422
Entity Address, Address Line One	797 Commonwealth Drive
Entity Address, City or Town	Warrendale
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	15086
City Area Code	412
Local Phone Number	359-2100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.0001 par value
Trading Symbol	LMB
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001606163