Filing Summary
Important identity discrepancy: The request identifies Limbach Holdings, Inc., but the supplied Form 10-Q is for 1347 Capital Corp., a blank-check company. The filing does not provide financial information for Limbach Holdings.
Business Context and Reporting Period
This unaudited Form 10-Q covers the quarter and nine months ended September 30, 2015; it was signed November 12, 2015. 1347 Capital was formed to pursue a business combination and had not begun operations or generated revenue. It said it intended to focus on businesses operating in or providing services to the insurance industry, while retaining flexibility to pursue other targets.
Financial Performance and Position
| Metric | Period or date | Value |
|---|---|---|
| Revenue | Three and nine months ended September 30, 2015 | $0 |
| General and administrative costs | Q3 2015 | $207,151 |
| Net loss | Q3 2015 | $192,407 |
| Net loss | Nine months ended September 30, 2015 | $399,845 |
| Basic and diluted loss per share | Q3 / nine months 2015 | $0.10 / $0.22 |
| Interest income | Q3 / nine months 2015 | $14,744 / $27,906 |
| Cash outside the trust account | September 30, 2015 | $165,805 |
| Trust account cash and investments | September 30, 2015 | $46,036,454 |
| Total assets | September 30, 2015 | $46,231,060 |
| Total liabilities | September 30, 2015 | $347,344 |
| Stockholders’ equity | September 30, 2015 | $4,883,726 |
| Common stock subject to possible redemption | September 30, 2015 | $40,999,990 |
Trust assets consisted primarily of U.S. Treasury bills. Current assets were $194,606 against $347,344 of current liabilities; most trust funds were restricted for a business combination or shareholder redemption. The company reported a $125,000 non-interest-bearing note payable to its sponsor, due no later than completion of a business combination, and no long-term debt or off-balance-sheet arrangements. Operating cash use was $203,677 for the nine-month period; investing cash use was $27,905. Cash declined by $231,582 from year-end 2014.
Changes Versus Comparable Periods
Q3 net loss increased from $82,516 in Q3 2014 to $192,407 in Q3 2015, alongside general and administrative costs rising from $85,714 to $207,151. Management attributed Q3 2015 costs principally to legal expenses, affiliate administrative services, audit and review costs, franchise taxes, and directors’ and officers’ insurance. The 2015 nine-month net loss was $399,845; the 2014 comparison is only for the period from inception on April 15 through September 30, 2014, when net loss was $83,157, so the periods are not directly comparable.
Outlook, Risks, and Other Matters
- The company said its available outside-trust cash and anticipated releasable trust interest, estimated at approximately $70,000, should fund operations for the remainder of its term, assuming no business combination. It forecast remaining expenses including $83,000 for target search and due diligence, $36,000 for audit and SEC reporting, $40,000 for Nasdaq listing, $35,000 for affiliate administrative services, $9,000 for Delaware franchise taxes, and $19,000 for general working capital.
- The company had entered into a letter of intent, extending its business-combination deadline to July 15, 2016. If it fails to complete a transaction by its applicable deadline, it must liquidate and distribute trust assets to public stockholders, subject to potential claims that could reduce the redemption amount.
- On July 10, 2015, Nasdaq notified the company that it did not meet the 300-public-holder requirement. Nasdaq granted until January 6, 2016 to demonstrate compliance; failure could lead to delisting. The notice did not then affect listing or trading.
- Management warned that lower-than-expected trust interest or higher-than-expected transaction costs could leave insufficient operating funds and that additional financing might be needed. Issuing equity or debt in a transaction could dilute shareholders, subordinate common stock, or create repayment and covenant risks.
- The filing reported no material changes to previously disclosed risk factors, no legal proceedings, and effective disclosure controls. Management stated it was not subject to material market or interest-rate risk from its short-term Treasury investments.
Key Facts for Investors to Verify
- Confirm the intended issuer: the supplied filing is for 1347 Capital Corp., not Limbach Holdings, Inc.
- Check the status and terms of the letter of intent, transaction timetable, and July 15, 2016 business-combination deadline.
- Verify Nasdaq public-holder compliance progress and any subsequent listing notices.
- Assess usable cash outside the trust account, expected operating costs, and whether additional financing is required.
- Review trust-account protections, shareholder redemption rights, and the effect of potential creditor claims on redemption proceeds.