Limbach(LMB) - 2019 Q4 - Annual Report

Part I Business Overview Limbach Holdings, Inc. is a specialty contractor providing design, engineering, installation, and maintenance services for HVAC, plumbing, electrical, and building control systems, primarily serving commercial, institutional, and light industrial markets - The company primarily provides HVAC, plumbing, electrical, and building control design, engineering, installation, and maintenance services for commercial, institutional, and light industrial markets[16] - Operations are divided into two segments: Construction (working with general contractors/construction managers) and Service (direct-to-owner construction and maintenance services)[17] - Core growth strategies include offering a full suite of HVAC, plumbing, and electrical services across all branches, and expanding building control offerings for digital solutions and energy retrofit projects[19][20] - The company was ranked the 12th largest mechanical contractor by Engineering News Record in 2019, with its integrated design and production software system (LMPS) providing a competitive advantage[21][22][41] 2019 and 2018 Backlog by Segment | Segment | December 31, 2019 (Million USD) | December 31, 2018 (Million USD) | | :---------- | :----------------------- | :----------------------- | | Construction | 504.2 | 505.5 | | Service | 57.0 | 54.2 | - Approximately 68% of construction backlog and 96% of service backlog are expected to be recognized as revenue in 2020[43][44] Risk Factors The company faces various business and industry risks, including intense competition, reliance on a few customers, contract cost overruns, labor management challenges, and financial risks related to debt and pension plans - Intense industry competition, with price being a primary factor, allows smaller competitors with lower costs to win projects[53] - Reliance on a few customers poses a risk, with a single construction segment customer accounting for 10% and 18% of total revenue in 2019 and 2018, respectively[55] - Fixed-price contracts carry cost overrun risks, potentially reducing profits or leading to losses, and backlog may not be fully realized due to cancellations or adjustments[56][57] - The company faces operational risks from labor disputes, loss of key personnel, reliance on subcontractors and suppliers, rising material prices, and joint venture liabilities[75][77][80][82][85] - The COVID-19 pandemic has caused project shutdowns, reduced productivity, and increased costs, with a highly uncertain significant adverse impact on business, financial condition, and cash flows[116] - Debt agreements contain financial covenants, and violations could accelerate debt maturity, impacting liquidity[97] - Contributions to multiemployer pension plans may lead to future additional expenses and liabilities due to underfunding[104][105] - Common stock price may fluctuate due to operating results, analyst recommendations, economic conditions, and future equity offerings[124][128] Forward-Looking Statements This annual report contains forward-looking statements reflecting the company's expectations and beliefs about future events, subject to known and unknown risks and uncertainties, and should not be unduly relied upon - Forward-looking statements in this report are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995[132] - These statements involve known and unknown risks and uncertainties that could cause actual results to differ materially from expectations[132][134] - The company does not guarantee future performance or results and undertakes no obligation to update, withdraw, or revise any forward-looking statements[135] Unresolved Staff Comments The company has no unresolved staff comments - Not applicable[136] Properties As of December 31, 2019, the company's headquarters are in Pittsburgh, Pennsylvania, with ten operating branches and satellite offices across the Eastern U.S. and California, plus an engineering design center - As of December 31, 2019, the company's headquarters are in Pittsburgh, Pennsylvania, with ten operating branches, related satellite offices, and an engineering design center[137] - All branches and offices support both the Construction and Service operating segments, and the company believes existing facilities are adequate for current needs[137] Company's Principal Properties (as of December 31, 2019) | Location | Owned or Leased | Approximate Size (square feet) | | :-------------------------------------------- | :-------------- | :----------------------------- | | Warrington, Pennsylvania (Eastern Pennsylvania) | Leased | 27,443 | | Orlando, Florida (Limbach Engineering & Design Center) | Leased | 20,445 | | Pontiac, Michigan | Owned | 74,000 | | Lansing, Michigan | Leased | 18,692 | | Laurel, Maryland (Mid-Atlantic) | Leased | 50,133 | | Wilmington, Massachusetts (New England) | Leased | 30,995 | | East Brunswick, New Jersey | Leased | 4,200 | | Columbus, Ohio (3 locations) | Leased | 110,144 | | Pittsburgh, Pennsylvania (Corporate) | Leased | 19,165 | | Athens, Ohio | Leased | 3,000 | | Lake Mary, Florida | Leased | 48,054 | | Seal Beach, California (Southern California) | Leased | 88,507 | | Tampa, Florida (2 locations) | Leased | 13,739 | | Pittsburgh, Pennsylvania (Western Pennsylvania) | Leased | 67,025 | | Greensburg, Pennsylvania (Western Pennsylvania/Westmoreland County) | Leased | 5,000 | | Bronxville, New York | Leased | 1,000 | | Detroit, Michigan | Leased | 2,155 | | Sanford, Florida | Leased | 6,200 | | Boynton Beach, Florida | Leased | 9,631 | Legal Proceedings The company is involved in several legal proceedings, including a personal injury lawsuit fully covered by insurance and two ongoing construction contract disputes, one seeking over $3 million in damages and another involving a $400,000 claim and a $1 million counterclaim - In May 2017, company subsidiaries LFS and Harper were involved in a car accident lawsuit with a $30 million claim; the plaintiff settled in October 2018, and the company's insurer fully paid in February 2019, resulting in no monetary risk to the company[139] - In January 2020, Bernards Bros. Inc. sued Limbach Holdings, Inc., alleging refusal to honor a subcontract proposal and seeking over $3 million in damages, which the company plans to vigorously defend[140] - In November 2019, Lanzo Trenchless Technologies, Inc. – North initiated arbitration against Limbach Company LLC, claiming over $400,000 for alleged breach of subcontract termination, with Limbach filing a counterclaim for over $1 million[141] Mine Safety Disclosures The company has no mine safety disclosures - Not applicable[143] Part II Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities The company's common stock trades on the Nasdaq Capital Market under the symbol "LMB," with approximately 52 record holders of common stock and 3 record holders of public warrants as of April 30, 2020 - The company's common stock trades on the Nasdaq Capital Market under the ticker symbol “LMB”[145] - As of April 30, 2020, there were approximately 52 record holders of the company's common stock and 3 record holders of public warrants[145] Selected Financial Data As a smaller reporting company, the company is not required to provide this information under Item 301(c) of Regulation S-K - The company, as a smaller reporting company, is not required to provide selected financial data[147] Management's Discussion and Analysis of Financial Condition and Results of Operations In 2019, the company's total revenue grew by 1.2% to $553.3 million, driven by service segment growth, with significantly improved gross margins but increased other expenses due to interest and goodwill impairment, resulting in a net loss Overview Limbach Holdings, Inc. is a leading commercial specialty contractor providing HVAC, plumbing, electrical, and building control services across multiple U.S. states, operating in Construction and Service segments and serving diverse markets - Limbach Holdings, Inc. is an industry-leading commercial specialty contractor providing HVAC, plumbing, electrical, and building control services[149] - The company's business is divided into Construction and Service segments, serving markets including healthcare, education, sports and entertainment, infrastructure, government, hospitality, commercial, mission-critical facilities, and industrial manufacturing facilities[149][150] - Founded in 1901, the company has a strong brand reputation and is considered a valuable and trusted partner by clients[151] Construction Segment The Construction segment provides specialty contracting services to owners, general contractors, and construction managers, with project values typically up to $100 million, leveraging in-house design and engineering-driven solutions for higher profitability - The Construction segment offers competitive lump-sum bids, design/assist, design/build, and performance contracting services[157] - Special projects typically range up to $1 million, while construction projects can be valued up to $100 million[153] - The company provides in-house design services through its Orlando, Florida design center, focusing on engineering-driven solutions for higher profitability[154] Service Segment The Service segment primarily offers maintenance, upgrades, emergency (Spot Work), automatic temperature control (ATC), specialty contracting, and energy monitoring for HVAC, plumbing, and/or electrical systems, with typical maintenance agreements up to $200,000 and service projects up to $500,000 - The Service segment provides maintenance, system upgrade projects, emergency services (Spot Work), automatic temperature control (ATC), specialty contracting, and energy monitoring for HVAC, plumbing, and/or electrical systems[158] - Typical maintenance agreements are valued up to $200,000, service projects up to $500,000, Spot Work is billed at pre-approved rates, and ATC projects are valued up to $250,000[155] Outlook for 2020 The company's 2020 focus is on profitability, operating cash flow, and maintaining adequate liquidity, continuing to emphasize owner-direct construction and service work while selectively pursuing lower-risk construction projects - The company's 2020 focus is on profitability, operating cash flow, and maintaining adequate liquidity[156] - The company will continue to emphasize owner-direct construction and service work and selectively pursue smaller, lower-risk construction projects[156][160] - Management believes claim recovery and operating cash flow and liquidity management are critical for the company's short-term success[159] JOBS Act The company ceased to qualify as an "emerging growth company" as of December 31, 2019, and must now comply with all regulatory and reporting requirements applicable to non-emerging growth companies - The company ceased to qualify as an “emerging growth company” as of December 31, 2019[161] - The company will now be subject to all regulatory and reporting requirements applicable to non-emerging growth companies[161] Industry Forecast FMI forecasts a brief recession in Q2-Q3 2020 due to COVID-19, but the company's top four market segments (healthcare, education, infrastructure) are expected to remain relatively stable through 2024, though the pandemic's ultimate impact remains highly uncertain - FMI forecasts a brief recession in Q2-Q3 2020 due to the COVID-19 pandemic[162] - The company's top four market segments—healthcare, education, and infrastructure—are expected to remain relatively stable through 2024, while sports and entertainment are projected to decline until 2022 before rebounding in 2023[162] - The ultimate impact of the COVID-19 pandemic on the company's business, operating results, financial condition, and cash flows remains highly uncertain and could be materially adverse in the short term and beyond 2020[162] Key Components of Consolidated Statements of Operations This section outlines the main components of the company's consolidated statements of operations, including revenue, cost of revenue, selling, general and administrative expenses, intangible asset amortization, other income/expenses, and income tax provision - The company's revenue primarily derives from fixed-price construction contracts, recognized using the cost-to-cost method, while service contract revenue is recognized as services are performed[164] - Cost of revenue primarily includes labor, equipment, materials, subcontracts, and other project costs, with its percentage of revenue fluctuating based on service nature and risk[167] - Selling, general and administrative expenses mainly comprise costs for administrative, estimating, human resources, safety, information technology, legal, finance, and accounting personnel, along with other non-personnel costs supporting business growth and public company compliance[168] - Intangible asset amortization expense includes amortization of leasehold interests, service customer relationships, and construction backlog[169] - Other income/expenses primarily include interest expense on debt, loss on extinguishment of debt, loss on debt modification, gain/loss on asset sales, fair value changes in warrant liabilities, and goodwill impairment[170] - The company is taxed as a C-corporation, with income tax provision including federal, state, and local taxes, accounted for using the balance sheet method[171][172] Operating Segments The company segments its business into Construction and Service based on how the Chief Operating Decision Maker (CODM) assesses performance and allocates resources, evaluating performance by operating income at each branch and allocating corporate office operating expenses - The company segments its business into Construction and Service operating segments, with the CODM assessing performance and allocating resources based on operating income[173] - The company has chosen to aggregate all construction branches into one Construction reportable segment and all service branches into one Service reportable segment[174] - Capital expenditures and total assets are not identified by segment, nor is interest expense allocated to segments, as these are managed at the corporate level[176] - In 2019 and 2018, a single construction segment customer accounted for approximately 10% and 18% of consolidated total revenue, respectively[177] Comparison of Results of Operations for the years ended December 31, 2019 and December 31, 2018 In 2019, total revenue increased by 1.2% to $553.3 million, driven by a 6.3% rise in service revenue, while total gross profit grew by 20.9% to $71.9 million, with gross margin improving from 10.9% to 13.0% due to project mix optimization and reduced project write-downs; however, selling, general and administrative expenses increased by 10.6%, and other expenses surged by 185.2% due to higher interest expense and goodwill impairment, resulting in a net loss 2019 and 2018 Overview of Operating Results | Metric | December 31, 2019 (Thousand USD) | 2019 (%) | December 31, 2018 (Thousand USD) | 2018 (%) | | :--------------------------------------- | :---------------------- | :--------- | :---------------------- | :--------- | | Revenue: | | | | | | Construction | 438,196 | 79.2% | 438,229 | 80.2% | | Service | 115,138 | 20.8% | 108,297 | 19.8% | | Total Revenue | 553,334 | 100.0% | 546,526 | 100.0% | | Gross Profit: | | | | | | Construction | 43,493 | 9.9% | 36,721 | 8.4% | | Service | 28,384 | 24.7% | 22,710 | 21.0% | | Total Gross Profit | 71,877 | 13.0% | 59,431 | 10.9% | | Selling, General and Administrative Expenses: | | | | | | Construction | 28,356 | 6.5% | 27,307 | 6.2% | | Service | 17,367 | 15.1% | 15,003 | 13.9% | | Corporate | 17,445 | 3.2% | 14,779 | 2.7% | | Total Selling, General and Administrative Expenses | 63,168 | 11.4% | 57,089 | 10.4% | | Intangible Asset Amortization | 642 | 0.1% | 1,272 | 0.2% | | Total Operating Income | 8,067 | 1.5% | 1,070 | 0.2% | | Other Expenses | (10,124) | (1.8)% | (3,550) | (0.6)% | | Loss Before Income Taxes | (2,057) | (0.4)% | (2,480) | (0.5)% | | Income Tax Benefit | (282) | (0.1)% | (635) | (0.1)% | | Net Loss | (1,775) | (0.3)% | (1,845) | (0.3)% | - Total revenue increased by 1.2% to $553.3 million in 2019, driven by a 6.3% increase in service revenue, while construction revenue remained flat[181] - Total gross profit increased by 20.9% to $71.9 million, with gross margin improving from 10.9% to 13.0%, primarily due to project mix optimization and reduced project write-downs in 2019[182][183] - Selling, general and administrative expenses increased by 10.6% to $63.2 million, mainly due to higher compensation and benefits costs and incentive compensation expenses[184] - Other expenses significantly increased by 185.2% to $10.1 million, primarily due to a $3 million increase in interest expense, a $0.5 million loss on extinguishment of debt, and a $4.4 million goodwill impairment in the construction segment[186] Construction and Service Backlog Information As of December 31, 2019, construction backlog was $504.2 million and service backlog was $57.0 million, with construction backlog slightly decreasing but new projects growing in Michigan and Florida, while service backlog increased, particularly from MEP Prime projects in Florida 2019 and 2018 Backlog | Segment | December 31, 2019 (Million USD) | December 31, 2018 (Million USD) | | :---------- | :----------------------- | :----------------------- | | Construction | 504.2 | 505.5 | | Service | 57.0 | 54.2 | - The increase in construction backlog was driven by new construction projects in Michigan and Florida, offset by declines in New England and Ohio[191] - Service backlog increased across all regions, particularly in Florida, benefiting from MEP Prime projects[192] - Approximately 68% of construction backlog and 96% of service backlog are expected to be recognized as revenue in 2020[190][192] Seasonality, Cyclicality and Quarterly Trends The company's operations are affected by seasonal weather, with severe winter weather potentially slowing construction projects and delaying revenue and gross profit recognition, while mild weather reduces maintenance service demand and harsh weather increases it - Adverse weather impacts company operations, with winter potentially slowing construction project productivity and delaying revenue and gross profit recognition[193] - Mild weather reduces demand for maintenance services, while severe weather can increase demand for maintenance and emergency services[193] - The company's operations exhibit mild cyclicality, as owners typically increase maintenance and capital projects in the third and fourth quarters of each year[194] Impact of the COVID-19 Pandemic on Our Business The COVID-19 pandemic has caused global economic disruption and volatility, leading to project shutdowns and business slowdowns, particularly in New England, despite the company's mitigation efforts including workforce adjustments and cost reductions - The COVID-19 pandemic has caused global economic disruption and volatility, with government measures leading to project shutdowns and business slowdowns, especially in the New England region[195] - The company has implemented various mitigation measures, including identifying affected projects, forming task forces, assessing productivity impacts, implementing pandemic response plans, mandatory furloughs, expense reductions, and hiring freezes[198][199] - Management has re-forecasted 2020 and 2021 financial plans, expecting revenue and gross profit to gradually recover starting in May and return to normal levels by Q4 2020[196] - The ultimate impact of the pandemic remains highly uncertain and could materially adversely affect the company's business, operating results, financial condition, and cash flows[197] Liquidity and Capital Resources The company's liquidity is primarily used for working capital, capital expenditures, and strategic investments, with 2019 operating cash flow at negative $0.9 million due to increased contract assets and decreased contract liabilities - The company's liquidity needs are primarily related to working capital, capital expenditures, and strategic investments, with historical liquidity provided by operating activities and bank borrowings[200] 2019 and 2018 Cash Flow Summary | (in thousands) | December 31, 2019 | December 31, 2018 | | :------------------------------ | :------------- | :------------- | | Cash flow from operating activities | (926) | 25,322 | | Cash flow from investing activities | (2,491) | (3,680) | | Cash flow from financing activities | 10,142 | (20,649) | | Net Increase in Cash | 6,725 | 993 | - Operating cash flow in 2019 was negative $0.9 million, primarily due to a $13.4 million increase in contract assets and a $6.4 million decrease in contract liabilities[203][212] - The company secured financing through a 2019 refinancing agreement and a 2019 ABL credit agreement, expecting existing cash, future operating cash flows, and available borrowings to meet short-term and long-term capital needs[201] 2019 and 2018 Debt Structure | (in thousands) | December 31, 2019 | January 1, 2019 | | :--------------------------------------------------------------------------------------------------------- | :------------- | :----------- | | 2019 Refinancing Term Loan | 41,000 | — | | Finance Leases | 6,585 | 5,272 | | Total Debt | 47,585 | 27,343 | | Less: Current portion of long-term debt | (4,425) | (3,203) | | Less: Unamortized discount and debt issuance costs | (4,292) | (461) | | Long-Term Debt | 38,868 | 23,679 | - The company possesses $700 million in bonding capacity, providing a significant competitive advantage[247] - The company self-insures for workers' compensation, general liability, and employee group health claims, accruing liabilities based on historical trends and industry averages[248][249] - The company participates in approximately 40 multiemployer pension plans (MEPPs) and may face additional contributions or withdrawal liabilities due to underfunded plans[252][254] Recent Accounting Pronouncements The company reviews new accounting pronouncements to determine their expected financial impact on its financial position and/or results of operations - The company reviews new accounting pronouncements to determine their expected financial impact on its financial position and/or results of operations[255] Critical Accounting Policies The company's most critical accounting policy is revenue recognition, with construction contracts using the cost-to-cost method and service contracts recognized as services are provided, alongside other key judgment areas like accounts receivable collectibility, self-insurance liabilities, deferred tax asset valuation, and goodwill recoverability - The company's most critical accounting policy is revenue recognition, with construction contracts using the cost-to-cost method and service contracts recognized as services are provided[256][258][261] - Key judgment areas include the collectibility of accounts receivable, the recording of self-insurance liabilities, the valuation of deferred tax assets, and the recoverability of goodwill and identifiable intangible assets[256] - Goodwill is tested for impairment annually, and an impairment loss is recorded if the carrying value of a reporting unit exceeds its fair value[271] Off -Balance Sheet and Other Arrangements As of December 31, 2019, the company had no off-balance sheet arrangements with any entities or financial partners, except for $3.3 million in irrevocable letters of credit related to its self-insurance programs - As of December 31, 2019, the company had no off-balance sheet arrangements with any entities or financial partners, except for $3.3 million in irrevocable letters of credit related to its self-insurance programs[274] Quantitative and Qualitative Disclosures about Market Risk As a smaller reporting company, the company is not required to provide this information under Item 301(c) of Regulation S-K - The company, as a smaller reporting company, is not required to provide quantitative and qualitative disclosures about market risk[275] Financial Statements and Supplementary Data This section includes the company's consolidated financial statements as of December 31, 2019, and 2018, comprising the consolidated balance sheets, statements of operations, statements of stockholders' equity, and statements of cash flows, along with related notes, all of which have received an unqualified opinion from the independent registered public accounting firm - This section contains the company's consolidated financial statements as of December 31, 2019, and December 31, 2018[278] - Independent registered public accounting firm Crowe LLP has issued an unqualified opinion on the company's financial statements, deeming them fairly presented in all material respects[279] Consolidated Balance Sheets Summary (as of December 31, Thousand USD) | Metric | 2019 | 2018 | | :------------------- | :----- | :----- | | Assets | | | | Current Assets | 195,380 | 204,986 | | Property and Equipment, Net | 21,287 | 20,527 | | Intangible Assets, Net | 12,311 | 12,953 | | Goodwill | 6,129 | 10,488 | | Operating Lease Right-of-Use Assets | 21,056 | — | | Deferred Tax Assets | 4,786 | 4,409 | | Other Assets | 668 | 271 | | Total Assets | 261,617 | 253,634 | | Liabilities | | | | Current Liabilities | 156,869 | 182,138 | | Long-Term Debt | 38,868 | 23,614 | | Long-Term Operating Lease Liabilities | 18,247 | — | | Other Long-Term Liabilities | 763 | 1,514 | | Total Liabilities | 214,747 | 207,266 | | Stockholders' Equity | | | | Common Stock | 1 | 1 | | Additional Paid-in Capital | 56,557 | 54,791 | | Accumulated Deficit | (9,688) | (8,424) | | Total Stockholders' Equity | 46,870 | 46,368 | | Total Liabilities and Stockholders' Equity | 261,617 | 253,634 | Consolidated Statements of Operations Summary (for the years ended December 31, Thousand USD) | Metric | 2019 | 2018 | | :--------------------------------------- | :----- | :----- | | Revenue | 553,334 | 546,526 | | Cost of Revenue | 481,457 | 487,095 | | Gross Profit | 71,877 | 59,431 | | Operating Expenses: | | | | Selling, General and Administrative Expenses | 63,168 | 57,089 | | Intangible Asset Amortization | 642 | 1,272 | | Total Operating Expenses | 63,810 | 58,361 | | Operating Income | 8,067 | 1,070 | | Other Income (Expense): | | | | Interest Income (Expense), Net | (6,285) | (3,305) | | Loss on Debt Modification | — | (335) | | Loss on Extinguishment of Debt | (513) | — | | Gain on Sale of Assets | 57 | 90 | | Gain on Fair Value Change of Warrant Liability | 588 | — | | Gain on Embedded Derivative | 388 | — | | Goodwill Impairment | (4,359) | — | | Total Other Expenses | (10,124) | (3,550) | | Loss Before Income Taxes | (2,057) | (2,480) | | Income Tax Benefit | (282) | (635) | | Net Loss | (1,775) | (1,845) | | Net Loss Attributable to Limbach Holdings, Inc. Common Stockholders | (1,775) | (3,951) | | Earnings Per Share | | | | Basic | (0.23) | (0.52) | | Diluted | (0.23) | (0.52) | Consolidated Statements of Cash Flows Summary (for the years ended December 31, Thousand USD) | (in thousands) | 2019 | 2018 | | :------------------------------ | :----- | :----- | | Cash flow from operating activities | (926) | 25,322 | | Cash flow from investing activities | (2,491) | (3,680) | | Cash flow from financing activities | 10,142 | (20,649) | | Net Increase in Cash | 6,725 | 993 | | Cash, Cash Equivalents, and Restricted Cash at Beginning of Period | 1,732 | 739 | | Cash, Cash Equivalents, and Restricted Cash at End of Period | 8,457 | 1,732 | Changes In and Disagreements with Accountants on Accounting and Financial Disclosure The company has no changes in accountants or disagreements on accounting and financial disclosure - None[534] Controls and Procedures As of December 31, 2019, the company's management assessed and determined its disclosure controls and procedures to be effective, having fully remediated previously reported material weaknesses related to project and work-in-progress review controls through enhanced standards, review, and training - As of December 31, 2019, the company's Chief Executive Officer and Chief Financial Officer determined that disclosure controls and procedures were effective[535] - Material weaknesses reported in 2018 regarding monthly project reviews and work-in-progress schedule reviews were fully remediated in 2019 through implementing uniform standards, enhanced reviews, and training[536] - The company implemented process and control changes related to the adoption of ASC Topic 606 (Revenue Recognition) and ASC Topic 842 (Leases)[537][538] - Management determined that the company's internal control over financial reporting was effective as of December 31, 2019[540] Other Information The company's Board of Directors has set the 2020 Annual Meeting of Stockholders for July 14, 2020, with a shareholder proposal submission deadline of May 27, 2020, and is considering holding the meeting via remote communication - The company's 2020 Annual Meeting of Stockholders is scheduled for July 14, 2020[542] - The deadline for shareholder proposal submissions is May 27, 2020[545] - The company is planning to hold the 2020 Annual Meeting of Stockholders via remote communication, with details to be announced before the meeting[547] Part III Directors, Executive Officers and Corporate Governance This information is disclosed by reference to the "Proposal 2: Election of Directors - Directors and Executive Officers" and "Board of Directors and Corporate Governance" sections of the company's proxy statement - This information is disclosed by reference to relevant sections in the company's proxy statement[550] - The company's Code of Ethics covers all employees, including executive officers, complies with SEC rules, and is available on the company's website[551] Executive Compensation This information is disclosed by reference to the "Board of Directors and Corporate Governance – Director Compensation" and "Executive Compensation" sections of the company's proxy statement - This information is disclosed by reference to relevant sections in the company's proxy statement[552] Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters This information is disclosed by reference to the "Security Ownership of Certain Beneficial Owners and Management" and "Equity Compensation Plan Information" sections of the company's proxy statement, and Notes 10 and 20 to the financial statements in Item 8 of this report - This information is disclosed by reference to relevant sections in the company's proxy statement and notes to the financial statements in this report[553] Certain Relationships and Related Transactions, and Director Independence This information is disclosed by reference to the "Related Party Policy and Transactions" section of the company's proxy statement - This information is disclosed by reference to relevant sections in the company's proxy statement[554] Principal Accountant Fees and Services This information is disclosed by reference to the "Audit Related Matters" section of the company's proxy statement - This information is disclosed by reference to relevant sections in the company's proxy statement[555] Part IV Exhibits and Financial Statement Schedules This section lists the exhibits and financial statement schedules filed as part of this report or incorporated by reference, with all schedules omitted as the information is included in the financial statements or their notes, or is not applicable - This section lists the exhibits and financial statement schedules filed as part of this report or incorporated by reference[558][559] - All schedules have been omitted because the information is included in the financial statements or their notes, or is not applicable[558] Form 10-K Summary The company does not have a Form 10-K summary - Not applicable[567]