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0001606163
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2024-09-03
2024-09-03
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):
September 3, 2024
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 ((s)230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 ((s)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.
..
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Item 7.01 Regulation FD Disclosure
On September 3, 2024, Limbach Holdings, Inc. issued a press release announcing
the closing of the acquisition of Laurel, MD-based specialty mechanical
contractor, Kent Island Mechanical, LLC, for an initial purchase price of $15
million to be paid in cash. The transaction also provides for an earnout of up
to $5.0 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 September 3, 2024
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: September 3, 2024
Exhibit 99.1 797 COMMONWEALTH DRIVE WARRENDALE, PA 15086 P: 412.359.2100 | F:
412.359.2248 | limbachinc.com LIMBACH IS AN EQUAL OPPORTUNITY EMPLOYER Limbach
Holdings Acquires Kent Island Mechanical A leading provider of building
systems solutions in the Greater Washington, D.C. metro region WARRENDALE, PA
- September 3, 2024 - Limbach Holdings, Inc. (Nasdaq: LMB) ("Limbach" or the
"Company"), a building systems solutions firm that partners with building
owners and facilities managers who have mission critical mechanical,
electrical and plumbing infrastructure, today announced that it has acquired
Kent Island Mechanical, LLC ("KIM") for an initial purchase price of $15
million. Based in Laurel, Maryland and serving the Greater Washington, D.C.
metro region, KIM is a leading service provider to facility owners who require
solutions for maintaining complex building systems. Transaction Highlights
The acquisition expands Limbach's design, engineering, maintenance, capital
project, and emergency mechanical solutions capabilities in key end-markets,
including data centers, healthcare, life sciences, and higher education.
KIM's talented workforce, business model, and customer base complement and
bolster Limbach's existing Mid-Atlantic business and aligns with the Company's
strategy to expand Owner Direct Relationships ("ODR") with owners of
mission-critical facilities in core end- markets. Limbach's current
expectation is that KIM will contribute approximately $30 million in revenue
and over $4 million in EBITDA annually beginning in 2025. Total consideration
paid by Limbach at closing was $15 million (subject to typical working capital
adjustments). The acquisition will be funded from available cash and has
performance-based, contingent earn-outs totaling $5 million, which would
potentially be payable over the next two years. Management Commentary Michael
McCann, President and CEO of Limbach, said, "We are excited to welcome the KIM
team to the Limbach family. The combination of KIM and our Mid-Atlantic
operating unit will create a dominant mechanical systems solutions provider in
the high growth, Mid-Atlantic region. KIM has an outstanding reputation for
execution excellence and strong customer relationships that align with our
strategy, values, and safety oriented and customer-centric culture. We
anticipate a modest impact in 2024 to our
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Page 2 of 3 revenue and earnings from the acquisition, and our primary focus
will be on integrating operations and unlocking synergies in 2025. With the
closing of this acquisition, Limbach has completed more than $50 million in
transaction value in strategic acquisitions without issuing any stock as
consideration for these transactions. We remain focused on additional
potential transactions in the pipeline that fit with our culture and expand
our footprint or add additional services. "I want to thank Kent Island's
founder Mark Bowen for nurturing a robust and capable organization that has
attracted unbelievable talent, including its Director of Operations Kyle
Benjamin who will join our leadership team for the Mid-Atlantic region. While
Mark retired effective with the closing, we feel honored to carry his legacy
forward. We view KIM as an ideal acquisition to support our strategic goals
and are committed to carefully pursuing additional opportunities that generate
growth and create long- term value for our stakeholders," concluded McCann.
Mark Bowen added, "I am thrilled to see my exceptional team join forces with a
company that shares our core values and aligns with our long-term vision. As I
transition into retirement, I do so with complete confidence, knowing that my
legacy, my dedicated team and customers are in the most capable hands. I am
excited for the next phase of KIM's journey under the Limbach banner." About
Kent Island Mechanical Founded in 2002 by President Mark Bowen, KIM is a
leading provider of building systems solutions in the Greater Washington, D.C.
metro region, including suburban Maryland and Northern Virginia. KIM excels in
designing, engineering, installing, servicing, and maintaining mechanical,
HVAC and plumbing systems for complex facilities. Under the leadership of
Director of Operations Kyle Benjamin, KIM has become a trusted partner for
facility owners requiring a solutions-oriented approach to constructing and
maintaining complex building systems. About Limbach Limbach is a building
systems solution firm that partners with building owners and facilities
managers who have mission critical mechanical (heating, ventilation and air
conditioning), electrical and plumbing infrastructure. We strive to be an
indispensable partner to our customers by providing services that are
essential to the operation of their businesses. We work with building owners
primarily in six vertical markets: healthcare, industrial and manufacturing,
data centers, life science, higher education, and cultural and entertainment.
We have more than 1,300 team members in 19 offices across the eastern United
States. Our team members uniquely combine engineering expertise with field
installation skills to provide custom solutions that leverage our full
life-cycle capabilities, which allows us to address both the operational and
capital projects needs of our customers.
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Page 3 of 3 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 KIM (including
expectations of revenue and EBITDA), 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 Financial Profiles, Inc. Julie Kegley LMB@finprofiles.com
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