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): October 24, 2019

 

 

 

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.)

 

1251 Waterfront Place, Suite 201, Pittsburgh, Pennsylvania 15222

(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 (see General Instruction A.2. below):

 

¨ 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, par value $0.0001 per share 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   x

 

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Compensatory Arrangements of Certain Officers

 

As previously reported, effective October 1, 2019, Jayme L. Brooks was elected to the position of Executive Vice President and Chief Financial Officer of Limbach Holdings, Inc. (the “Company”) and on September 29, 2019, Mr. John T. Jordan, Jr. resigned his position with the Company and the responsibilities as the Company’s principal financial officer and principal accounting officer, effective September 30, 2019. In connection with his continued employment as internal consultant to the Company’s Chief Executive Officer, Mr. Jordan entered into a Separation Agreement, dated October 23, 2019 and accepted October 24, 2019, which provides that commencing October 1, 2019 he will serve as an internal consultant to transition his current duties to the incoming Chief Financial Officer, among other responsibilities, on an as-needed basis through December 31, 2019. Mr. Jordan will be compensated at an annual base salary of $333,000, plus a monthly car allowance of $1,000, through the date of his termination as an internal consultant and will continue base salary and health benefits through the date that is six months from the date of his termination, provided that in the event Mr. Jordan accepts other employment during such six-month period, such payments will terminate upon the date such new employment commences. In the event Mr. Jordan does not commence new employment by June 30, 2020, the Compensation Committee of the Board of Directors of the Company may consider extending such period for three additional months. Mr. Jordan is also eligible to earn his annual incentive plan payment for 2019, to be paid in cash when and if earned by him. In addition, all earned but unused paid time off as of December 31, 2019 will be paid as a lump sum. Mr. Jordan will also vest in his outstanding time-based restricted stock units, totaling 7,334 shares of the Company’s common stock, effective December 31, 2019.

 

The foregoing descriptions are qualified in their entirety by the full text of the Separation Agreement, which is filed herewith as Exhibit 10.1, and incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit Number   Description of Exhibit
     
10.1   Separation Agreement, dated October 23, 2019, between the Company and John T. Jordan, Jr..

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  LIMBACH HOLDINGS, iNC.  
     
  By: /s/ Charles A. Bacon, III  
    Name: Charles A. Bacon, III  
    Title:   Chief Executive Officer  
       
Dated: October 30, 2019      

 

 

Exhibit 10.1

 

 

 

October 23, 2019

 

Mr. John T. Jordan, Jr.

18313 Kemper Lakes Court

Leesburg, VA 20176

 

Re: Separation Agreement

 

Dear John:

 

Per our discussions, this letter confirms that your employment as Executive Vice President & Chief Financial Officer for Limbach Facility Services LLC (the “Company”) is ended, effective September 30, 2019.

 

The Company would like to offer the arrangement set forth below in order to assist you in this transition. This continuation arrangement will amend, effective September 30, 2019, certain terms of the Company Employment Offer, dated March 18, 2015 (“Employment Offer”), which you accepted.

 

Under this continuation arrangement, you will continue your employment with the Company at your current salary and auto allowance through December 31, 2019. The following are requirements for this continuation arrangement:

 

Commencing October 1st 2019, you will:

 

1. Act as an internal consultant to assist with the transition of your current duties to the incoming CFO on an as needed basis, as requested by the CEO and CFO.
2. Be open and share your thoughts with the incoming CFO on the business.
3. Share your views on the level of competency of the finance staff in the corporate center and in the business units.
4. Oversee and have the authority for A) resolution and testing of the weakness remediation related to Work in Process reporting/Contract Administration, as reported in the December 31, 2018 audited financials, b) continuing the forward progress of the Viewpoint accounting system change for the Service side of the business, and c) reaching compliance status with new accounting lease and revenue recognition standards.
5. Participate via phone on the Monthly Branch Reviews scheduled for October and November2019, and offer insights and comments.
6. Review all branch and corporate business plans, and offer insights and comments to the incoming CFO.
7. Assist in a smooth transition with key stakeholders, including Crowe, Citizens, Colbeck, Travelers, Alliant and other 3rd party vendors.
8. Have at a minimum weekly calls and monthly in person meetings with the incoming CFO to discuss all other projects or initiatives that are currently active as of September 30, 2019. You will not be responsible for assisting with any new projects or initiatives that commence after September 30, 2019.

 

5102 W. LAUREL STREET, SUITE 800

TAMPA, FL 33607

 

P: 412.359.2100 | limbachinc.com

 

LIMBACH IS AN EQUAL OPPORTUNITY EMPLOYER

 

 

 

 

 

 

Separation Agreement

October 23, 2019

Page  2 – John T. Jordan, Jr.

 

9. Participate in discussions and provide historic knowledge of the Project Wolfsburg acquisition.

10. Provide support and information for the 3rd quarter 10Q filing.

 

In this role, you will report directly to the CEO, but have day-to-day contact with the incoming CFO. You will not provide any management direction, except for the items noted in item 4 above, although you will be expected to offer insights and comments to management, when requested. The CEO shall have the option of terminating your continued employment at any time, should it be deemed that you are not satisfying the requirements stated herein, in which case your salary continuation will begin at that time.

 

Should you agree to this arrangement, and in accordance with the terms in the Employment Offer, your salary continuation will commence January 1st, 2020, and you will be provided the following:

 

i. All previously earned and accrued but unpaid base salary up to the date of termination,

 

ii. Earned, accrued but unused PTO as of December 31, 2019 will be paid as a lump sum no later than December 31, 2019

 

iii. Your annual incentive plan payments earned per your Performance Agreement during the year of termination (2019), paid in full no later than April 15, 2020, in accordance with the 2019 issued Performance Agreement and subject to the normal course approval process. Any earned bonus that may be paid under this section will be paid in cash, not in equity.

 

iv. Base salary and all health benefits through the date that is six (6) months from the date of your termination - through June 30, 2020 (the “Salary Continuation Period”). In the event that you accept other employment during the Salary Continuation Period, the Salary Continuation Period will terminate effective the first day of such new employment and the Company will not be responsible for any remaining payments. Should you have not secured employment by June 30, 2019, the CEO will present a recommendation to the Compensation Committee for up to three more months of salary continuation. This additional salary continuation is not guaranteed.

 

For purposes of clarity and avoidance of doubt, the payments described above are inclusive of the payments described in the third paragraph on the second page of the Employment Offer. They are not in addition to the payments described in the Employment Offer.

 

The parties agree that under this continuation arrangement, your termination of employment with the Company shall be treated as a termination for reasons other than your Resignation, death, disability or Good Cause for all purposes under the Employment Offer.

 

 

  Page 2 of 3

 

 

 

 

Separation Agreement

October 23, 2019

Page  3 – John T. Jordan, Jr.

 

You are directed to the restrictive covenants on the third page of the Employment Offer, to which you remain bound.

 

Additionally, should you agree to this continuation arrangement and remain employed with the Company until December 31, 2019, the Compensation Committee of the Board of Directors has agreed to vest your outstanding time-based restricted stock units (RSUs), totaling 7,334 shares, effective December 31, 2019. All outstanding performance-based RSU’s are forfeit. You are reminded and directed to Section 6 of your “TIME-BASED AND PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENTS” granted on August 30, 2017, April 13, 2018, and February 27, 2019 (each a “RSU Agreement”), setting forth the restrictive covenants to which you are bound in exchange for those units that have already and are to be vested. Notwithstanding the foregoing, the Company agrees that the non-competition covenants set forth in Section 6(a)(i)(A) and Section 6(a)(i)(C) of each RSU Agreement shall no longer be in effect upon the termination of your employment. All other restrictive covenants to which you are bound remain in full force and effect.

 

Should you agree to this arrangement, you will be paid your final salary plus any earned and unused PTO through December 31, 2019. You will not accrue any PTO credits during the Salary Continuation Period. You will receive separate information, from our benefits department, that describes your rights and coverages under the Limbach benefit programs. Dianne Rodgers will be available to review all of your options and questions related to the programs. Please note that if you participate in the company medical, dental or vision plans, your coverage will continue until June 30, 2020.

 

Upon the termination of your employment, you will be permitted to retain possession of your Company-provided laptop, iPad, and cell phone at your own expense, based on the current fair market value of each.

 

Please contact me if I can answer any questions.

 

Sincerely,

Limbach Facility Services LLC

 

/s/ Charles A. Bacon III

 

Charles A. Bacon III, CEO

 

cc:        Cristine Leifheit, VP of People & Culture

 

Accepted and agreed to:

 

/s/ John T. Jordan, Jr.  

John T. Jordan, Jr.

 

Date: October 24, 2019  

 

 

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