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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 25, 2023

ORION GROUP HOLDINGS, INC.

(Exact name of Registrant as specified in its charter)

Delaware

1-33891

26-0097459

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification Number)

12000 Aerospace Suite 300

Houston, Texas 77034

(Address of principal executive offices)

(713) 852-6500

(Registrant's telephone number, including area code)

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)

Title of Each Class

    

Trading Symbol(s)

    

Name of Each Exchange
on Which Registered

Common stock, $0.01 par value per share

ORN

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 2.02 Results of Operations and Financial Condition.

On October 25, 2023, the Company issued a press release (the “Earnings Release”) announcing its financial results for the third quarter ended September 30, 2023. A copy of the press release is attached to this Form 8-K as Exhibit 99.1.

The information contained in this Item 2.02 to the Company’s Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for any purpose, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, regardless of any general incorporation language in any such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Press Release of Orion Group Holdings, Inc. dated October 25, 2023.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

EXHIBIT INDEX

Exhibit No.

Description

Press Release of Orion Group Holdings, Inc. dated October 25, 2023.

104

Cover Page Interactive Data File (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.

Orion Group Holdings, Inc.

Dated: October 25, 2023

By:

/s/ Travis J. Boone

President and Chief Executive Officer

Graphic

ORION GROUP HOLDINGS REPORTS

THIRD QUARTER 2023 RESULTS

HOUSTON – October 25, 2023 – Orion Group Holdings, Inc. (NYSE: ORN) (the “Company”), a leading specialty construction company, today reported its financial results for the third quarter ended September 30, 2023.

Highlights for the quarter ended September 30, 2023:  

Contract revenues of $168.5 million
GAAP net loss was $0.7 million or $0.02 per diluted share
Adjusted net income was $0.8 million or $0.02 per diluted share
Adjusted EBITDA was $9.4 million
Signed contract valued over $100 million with Grand Bahama Shipyard Limited (GBSL) for the turnkey design-build of the Grand Bahama Shipyard Dry Dock Replacement Project
Other recently awarded new contracts in both the Concrete and Marine segments for a combined total of approximately $121 million
Backlog and contracts awarded subsequent to quarter end totaled $920 million

See definitions and reconciliation of non-GAAP measures elsewhere in this release.

Management Commentary

“As CFO Scott Thanisch and I marked our first anniversary with Orion, we are incredibly proud of how our people have worked collaboratively to embrace change and deliver positive results,” said Travis Boone, Chief Executive Officer of Orion Group Holdings. “Backlog is a key metric and indicator of the health of the business. As of September 30, backlog stood at $878 million compared with backlog of $549 million in the prior year period. We have won several prestigious projects including the $435 million contract to build a dry dock at Pearl Harbor for the US Navy and a contract valued over $100 million with the Grand Bahama Shipyard Limited (GBSL) for the turnkey design-build of the Grand Bahama Shipyard Dry Dock Replacement Project.”

“Last quarter we told you that we expected continued improvement in profitability through the back half of the year, and we are delivering on that promise. Third-quarter Adjusted EBITDA was $9.4 million versus $3.7 million in the second quarter of 2023. While our third quarter revenue of $169 million is down year-over-year due to our exit from the Central Texas concrete business, the higher quality of our revenue is delivering improved profitability.”

“Since March, our Concrete business has been profitable and improving on an Adjusted EBITDA basis. Adjusted EBITDA margin increased from negative 1.7% to positive 2.4% year-over-year. In addition, the Concrete business was operating income positive on an unconsolidated basis in the third quarter. In Marine, we have a lot of momentum with projects won and potential future projects. There’s a tremendous amount of pent-up demand that we think will be a significant tailwind for us well into 2024 and 2025.”

“As we look ahead to the fourth quarter and beyond, we are optimistic. Our investments in business development are paying off, and we have sufficient capacity and a more disciplined approach to optimize our people and assets. We will see continued improvement in our margins and benefit from operating leverage as we grow the top line. We are excited to build on our success this year and continue growing profitably in 2024,” concluded Boone.

1


Third Quarter 2023 Results

Contract revenues of $168.5 million decreased 7.7% from $182.6 million in the third quarter last year, primarily due to our decision to exit the unprofitable concrete business in central Texas, partially offset by an increase in marine segment revenue related to the Pearl Harbor, Hawaii drydock project (the “Pearl Harbor Project”).

Gross profit was $19.1 million or 11.3% of revenue up from $13.4 million or 7.4% of revenue in the third quarter of 2022. The increase in gross profit dollars and margin was primarily driven by margin improvements in both segments stemming from higher quality projects and improved execution, partially offset by lower equipment and labor utilization in our dredging business.

Selling, general and administrative (“SG&A”) expenses were $17.1 million, up 11.4% from $15.4 million in the third quarter of 2022. As a percentage of total contract revenues, SG&A expenses increased to 10.2% from 8.5%, primarily due to lower revenues and an increase in SG&A in the third quarter. The increase in SG&A dollars reflected an increase in IT and business development spending and higher legal costs related to customer claims.

Net loss for the third quarter was $0.7 million or $0.02 per diluted share compared to net income of $0.2 million or $0.01 per diluted share in the third quarter of 2022.

The third quarter 2023 net loss included $1.5 million ($0.04 diluted income per share) of non-recurring items. Third quarter 2023 adjusted net income was $0.8 million ($0.02 diluted income per share).

EBITDA for the third quarter of 2023 was $8.7 million, representing a 5.2% EBITDA margin, as compared to EBITDA of $7.2 million, or a 4.0% EBITDA margin in the third quarter last year. Adjusted for non-recurring items, EBITDA for the third quarter of 2023 was $9.4 million, representing a 5.6% adjusted EBITDA margin, as compared to adjusted EBITDA for the third quarter of 2022 of $8.8 million, representing a 4.8% adjusted EBITDA margin.

Backlog

Total backlog at September 30, 2023 was $877.5 million, compared to $818.7 million at June 30, 2023 and $548.6 million at September 30, 2022. Backlog for the Marine segment was $699.9 million, compared to $614.9 million at June 30, 2023 and $280.2 million at September 30, 2022. Backlog for the Concrete segment was $177.6 million, compared to $203.8 million at June 30, 2023 and $268.4 million at September 30, 2022. In addition, the Company has been awarded $43 million in new project work subsequent to the end of the quarter ended September 30, 2022 that is not included in backlog at the end of the quarter.

Recent Wins

On September 22, the Company entered into a design-build contract valued over $100 million for its Marine and Engineering business. The contract was awarded by Grand Bahama Shipyard Limited (GBSL) for the turnkey design-build of the Grand Bahama Shipyard Dry Dock Replacement Project, situated in Grand Bahama, Bahamas. In addition, the Company was recently awarded other new contracts in both its concrete and marine segments for a combined total of approximately $121 million.

Safety Award

Orion Group Holdings, Inc. was presented with the Company Award for Leadership in Safety from the Council of Dredging and Marine Construction Safety (CDMCS). The award, presented at the 2023 CDMCS Annual Awards Dinner in Washington, D.C. on September 28, recognizes outstanding safety leadership in the dredging and marine construction industry.

2


Orion Group Holdings was recognized for advancing a safety-first culture through safety-conscious policies and procedures in the workplace, mentoring others in safety, training on identifying and properly controlling hazards, and placing high personal value on collaborative and proactive work toward improving safety.

Balance Sheet Update

As of September 30, 2023, current assets were $228.5 million, including unrestricted cash and cash equivalents of $3.9 million. Total debt outstanding as of September 30, 2023 was $50.3 million. At the end of the quarter, the Company had $13.5 million in outstanding borrowings under its revolving credit facility.

Conference Call Details

Orion Group Holdings will host a conference call to discuss results for the third quarter 2023 at 9:00 a.m. Eastern Time/8:00 a.m. Central Time on Thursday, October 26, 2023. To participate, please dial (800) 715-9871 and ask for the Orion Group Holdings Conference Call. A live audio webcast of the call will also be available on the Investor Relations section of Orion’s website at https://www.oriongroupholdingsinc.com/investor/ and will be archived for replay.

About Orion Group Holdings

Orion Group Holdings, Inc., a leading specialty construction company serving the infrastructure, industrial and building sectors, provides services both on and off the water in the continental United States, Alaska, Hawaii, Canada and the Caribbean Basin through its marine segment and its concrete segment. The Company’s marine segment provides construction and dredging services relating to marine transportation facility construction, marine pipeline construction, marine environmental structures, dredging of waterways, channels and ports, environmental dredging, design and specialty services. Its concrete segment provides turnkey concrete construction services including place and finish, site prep, layout, forming, and rebar placement for large commercial, structural and other associated business areas. The Company is headquartered in Houston, Texas with regional offices throughout its operating areas. The Company’s website is located at: https://www.oriongroupholdingsinc.com.

Backlog Definition

Backlog consists of projects under contract that have either (a) not been started, or (b) are in progress but are not yet complete. The Company cannot guarantee that the revenue implied by its backlog will be realized, or, if realized, will result in earnings. Backlog can fluctuate from period to period due to the timing and execution of contracts. The typical duration of the Company’s projects ranges from three to nine months on shorter projects to multiple years on larger projects. The Company's backlog at any point in time includes both revenue it expects to realize during the next twelve-month period as well as revenue it expects to realize in future years.

Non-GAAP Financial Measures

This press release includes the financial measures “adjusted net income/loss,” “adjusted earnings/loss per share,” “EBITDA,” "Adjusted EBITDA" and “Adjusted EBITDA margin."  These measurements are “non-GAAP financial measures” under rules of the Securities and Exchange Commission, including Regulation G. The non-GAAP financial information may be determined or calculated differently by other companies. By reporting such non-GAAP financial information, the Company does not intend to give such information greater prominence than comparable GAAP financial information. Investors are urged to consider these non-GAAP measures in addition to and not in substitute for measures prepared in accordance with GAAP.

Adjusted net income/loss and adjusted earnings/loss per share should not be viewed as an equivalent financial measure to net income/loss or earnings/loss per share. Adjusted net income/loss and adjusted earnings/loss per share exclude certain items that management believes impairs a meaningful evaluation of the Company’s financial

3


performance. The Company believes these adjusted financial measures are a useful supplement to earnings/loss calculated in accordance with GAAP because they better inform our common stockholders as to the Company's operational trends and performance relative to other companies. Generally, items excluded are one-time items or items whose timing or amount cannot be reasonably estimated. Accordingly, any guidance provided by the Company generally excludes information regarding these types of items.

Orion Group Holdings defines EBITDA as net income/loss before net interest expense, income taxes, depreciation and amortization. Adjusted EBITDA is calculated by adjusting EBITDA for certain items that management believes impairs a meaningful comparison of operating results. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA for the period by contract revenues for the period. The GAAP financial measure that is most directly comparable to EBITDA and Adjusted EBITDA is net income, while the GAAP financial measure that is most directly comparable to Adjusted EBITDA margin is operating margin, which represents operating income divided by contract revenues. EBITDA, Adjusted EBITDA and Adjusted EBITDA margin are used internally to evaluate current operating expense, operating efficiency, and operating profitability on a variable cost basis, by excluding the depreciation and amortization expenses, primarily related to capital expenditures and acquisitions, and net interest and tax expenses. Additionally, EBITDA, Adjusted EBITDA and Adjusted EBITDA margin provide useful information regarding the Company's ability to meet future debt service and working capital requirements while providing an overall evaluation of the Company's financial condition. In addition, EBITDA is used internally for incentive compensation purposes. The Company includes EBITDA, Adjusted EBITDA and Adjusted EBITDA margin to provide transparency to investors as they are commonly used by investors and others in assessing performance. EBITDA, Adjusted EBITDA and Adjusted EBITDA margin have certain limitations as analytical tools and should not be used as a substitute for operating margin, net income, cash flows, or other data prepared in accordance with GAAP, or as a measure of the Company's profitability or liquidity.

Forward-Looking Statements

The matters discussed in this press release may constitute or include projections or other forward-looking statements within the meaning of the “safe harbor” provisions of Section 27A of the Securities Exchange Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, of which provisions the Company is availing itself. Certain forward-looking statements can be identified by the use of forward-looking terminology, such as 'believes', 'expects', 'may', 'will', 'could', 'should', 'seeks', 'approximately', 'intends', 'plans', 'estimates', or 'anticipates', or the negative thereof or other comparable terminology, or by discussions of strategy, plans, objectives, intentions, estimates, forecasts, outlook, assumptions, or goals. In particular, statements regarding future operations or results, including those set forth in this press release, and any other statement, express or implied, concerning future operating results or the future generation of or ability to generate revenues, income, net income, gross profit, EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, or cash flow, including to service debt, and including any estimates, forecasts or assumptions regarding future revenues or revenue growth, are forward-looking statements. Forward-looking statements also include project award announcements, estimated project start dates, anticipated revenues, and contract options which may or may not be awarded in the future. Forward-looking statements involve risks, including those associated with the Company's fixed price contracts that impacts profits, unforeseen productivity delays that may alter the final profitability of the contract, cancellation of the contract by the customer for unforeseen reasons, delays or decreases in funding by the customer, levels and predictability of government funding or other governmental budgetary constraints, and any potential contract options which may or may not be awarded in the future, and are at the sole discretion of award by the customer. Past performance is not necessarily an indicator of future results. In light of these and other uncertainties, the inclusion of forward-looking statements in this press release should not be regarded as a representation by the Company that the Company's plans, estimates, forecasts, goals, intentions, or objectives will be achieved or realized. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company assumes no obligation to update information contained in this press release whether as a result of new developments or otherwise, except as required by law.

4


Please refer to the Company's 2022 Annual Report on Form 10-K, filed on March 16, 2023, which is available on its website at www.oriongroupholdingsinc.com or at the SEC's website at www.sec.gov, for additional and more detailed discussion of risk factors that could cause actual results to differ materially from our current expectations, estimates or forecasts.

Contacts:

Financial Profiles, Inc.

Margaret Boyce 310-622-8247

orn@finprofiles.com

5


Orion Group Holdings, Inc. and Subsidiaries

Condensed Statements of Operations

(In Thousands, Except Share and Per Share Information)

(Unaudited)

Three months ended

Nine months ended

September 30, 

September 30, 

    

2023

    

2022

    

2023

    

2022

Contract revenues

 

168,476

 

182,621

 

510,184

 

552,127

Costs of contract revenues

 

149,406

 

169,189

 

471,488

 

511,548

Gross profit

 

19,070

 

13,432

 

38,696

 

40,579

Selling, general and administrative expenses

 

17,135

 

15,380

 

52,271

 

48,783

Amortization of intangible assets

 

59

 

309

 

383

 

929

Gain on disposal of assets, net

(685)

 

(3,388)

 

(7,915)

 

(4,561)

Operating income (loss)

 

2,561

 

1,131

 

(6,043)

 

(4,572)

Other (expense) income:

 

  

 

  

 

  

 

  

Other income

 

49

 

48

 

592

 

147

Interest income

 

21

 

36

 

90

 

71

Interest expense

 

(3,414)

 

(1,215)

 

(7,674)

 

(2,913)

Other expense, net

 

(3,344)

 

(1,131)

 

(6,992)

 

(2,695)

Loss before income taxes

 

(783)

 

 

(13,035)

 

(7,267)

Income tax (benefit) expense

 

(123)

 

(247)

 

475

 

396

Net (loss) income

$

(660)

$

247

$

(13,510)

$

(7,663)

Basic (loss) income per share

$

(0.02)

$

0.01

$

(0.42)

$

(0.25)

Diluted (loss) income per share

$

(0.02)

$

0.01

$

(0.42)

$

(0.25)

Shares used to compute (loss) income per share:

 

  

 

  

 

  

 

  

Basic

 

32,384,446

 

31,613,519

 

32,285,921

31,180,417

Diluted

 

32,384,446

 

31,613,519

 

32,285,921

31,180,417

6


Orion Group Holdings, Inc. and Subsidiaries

Selected Results of Operations

(In Thousands, Except Share and Per Share Information)

(Unaudited)

Three months ended September 30, 

2023

2022

    

Amount

    

Percent

    

Amount

    

Percent

    

(dollar amounts in thousands)

Contract revenues

Marine segment

 

Public sector

$

61,144

75.6

%  

$

54,769

72.0

%  

Private sector

19,769

24.4

%  

21,329

28.0

%  

Marine segment total

$

80,913

100.0

%  

$

76,098

100.0

%  

Concrete segment

 

 

Public sector

$

7,974

9.1

%  

$

10,070

9.5

%  

Private sector

79,589

90.9

%  

96,453

90.5

%  

Concrete segment total

$

87,563

100.0

%  

$

106,523

100.0

%  

Total

$

168,476

 

$

182,621

 

Operating income (loss)

 

  

 

  

 

  

 

  

Marine segment

$

2,001

 

2.5

%  

$

5,197

 

6.8

%  

Concrete segment

 

560

 

0.6

%  

 

(4,066)

 

(3.8)

%  

Total

$

2,561

$

1,131

 

  

Nine months ended September 30, 

2023

2022

    

Amount

    

Percent

    

Amount

    

Percent

    

(dollar amounts in thousands)

Contract revenues

Marine segment

 

Public sector

$

193,813

74.3

%  

$

164,357

67.7

%  

Private sector

66,941

25.7

%  

78,540

32.3

%  

Marine segment total

$

260,754

100.0

%  

$

242,897

100.0

%  

Concrete segment

 

 

Public sector

$

17,662

7.1

%  

$

23,068

7.5

%  

Private sector

231,768

92.9

%  

286,162

92.5

%  

Concrete segment total

$

249,430

100.0

%  

$

309,230

100.0

%  

Total

$

510,184

 

$

552,127

 

Operating (loss) income

 

  

 

  

 

  

 

  

Marine segment

$

(587)

 

(0.2)

%  

$

9,553

 

3.9

%  

Concrete segment

 

(5,456)

 

(2.2)

%  

 

(14,125)

 

(4.6)

%  

Total

$

(6,043)

$

(4,572)

 

  

7


Orion Group Holdings, Inc. and Subsidiaries

Reconciliation of Adjusted Net Income (Loss)

(In thousands except per share information)

(Unaudited)

Three months ended

Nine months ended

September 30, 

September 30, 

    

2023

    

2022

    

2023

    

2022

Net (loss) income

$

(660)

$

247

$

(13,510)

$

(7,663)

One-time charges and the tax effects:

Net gain on Port Lavaca South Yard property sale

(5,202)

ERP implementation

314

330

 

810

 

1,559

Professional fees related to management transition

 

 

310

 

 

1,118

Severance

 

 

4

 

126

 

944

Tax rate applied to one-time charges (1)

 

264

 

(183)

 

814

 

(279)

Total one-time charges and the tax effects

 

578

 

461

 

(3,452)

 

3,342

Federal and state tax valuation allowances

 

891

 

78

 

2,961

 

956

Adjusted net income (loss)

$

809

$

786

$

(14,001)

$

(3,365)

Adjusted EPS

$

0.02

$

0.02

$

(0.43)

$

(0.11)


(1)Items are taxed discretely using the Company's effective tax rate which differs from the Company’s statutory federal rate primarily due to state income taxes and the non-deductibility of other permanent items.

8


Orion Group Holdings, Inc. and Subsidiaries

Adjusted EBITDA and Adjusted EBITDA Margin Reconciliations

(In Thousands, Except Margin Data)

(Unaudited)

Three months ended

Nine months ended

 

September 30, 

September 30, 

 

    

2023

    

2022

    

2023

    

2022

 

Net loss

$

(660)

$

247

$

(13,510)

$

(7,663)

Income tax (benefit) expense

 

(123)

 

(247)

 

475

 

396

Interest expense, net

 

3,393

 

1,179

 

7,584

 

2,842

Depreciation and amortization

 

6,093

 

6,065

 

16,882

 

18,426

EBITDA (1)

 

8,703

 

7,244

 

11,431

 

14,001

Stock-based compensation

364

951

1,833

2,115

Net gain on Port Lavaca South Yard property sale

(5,202)

ERP implementation

314

330

810

1,559

Professional fees related to management transition

 

 

310

 

 

1,118

Severance

 

 

4

 

126

 

944

Adjusted EBITDA(2)

$

9,381

$

8,839

$

8,998

$

19,737

Operating income margin

 

1.6

%  

 

0.6

%  

 

(1.1)

%  

 

(0.8)

%

Impact of other income

%  

 

%  

 

%  

 

%

Impact of depreciation and amortization

 

3.6

%  

 

3.3

%  

 

3.3

%  

 

3.3

%

Impact of stock-based compensation

0.2

%  

0.5

%  

0.4

%  

0.4

%

Impact on net gain on Port Lavaca South Yard property sale

%  

%  

(1.0)

%  

%  

Impact of ERP implementation

0.2

%  

0.2

%  

0.2

%  

0.3

%

Impact of professional fees related to management transition

 

%  

 

0.2

%  

 

%  

 

0.2

%

Impact of severance

 

%  

 

%  

 

%  

 

0.2

%

Adjusted EBITDA margin(2)

 

5.6

%  

 

4.8

%  

 

1.8

%  

 

3.6

%


(1)EBITDA is a non-GAAP measure that represents earnings before interest, taxes, depreciation and amortization.

(2)Adjusted EBITDA is a non-GAAP measure that represents EBITDA adjusted for stock-based compensation, ERP implementation, professional fees related to management transition and severance. Adjusted EBITDA margin is a non-GAAP measure calculated by dividing Adjusted EBITDA by contract revenues.

9


Orion Group Holdings, Inc. and Subsidiaries

Adjusted EBITDA and Adjusted EBITDA Margin Reconciliations by Segment

(In Thousands, Except Margin Data)

(Unaudited)

    

Marine

Concrete

 

Three months ended

Three months ended

 

September 30, 

September 30, 

 

    

2023

    

2022

    

2023

    

2022

 

Operating income (loss)

 

2,001

 

5,197

 

560

 

(4,066)

Other income

 

49

 

48

 

 

Depreciation and amortization

 

4,771

 

4,192

 

1,322

 

1,873

EBITDA (1)

 

6,821

 

9,437

 

1,882

 

(2,193)

Stock-based compensation

341

924

23

27

Net gain on Port Lavaca South Yard property sale

ERP implementation

153

131

161

199

Professional fees related to management transition

127

183

Severance

 

 

4

 

 

Adjusted EBITDA(2)

$

7,315

$

10,623

$

2,066

$

(1,784)

Operating income (loss) margin

 

2.4

%  

 

6.8

%  

 

0.7

%  

 

(3.9)

%  

Impact of other income

0.1

%  

 

0.1

%  

 

%  

 

%  

Impact of depreciation and amortization

 

5.9

%  

 

5.5

%  

 

1.5

%  

 

1.8

%  

Impact of stock-based compensation

0.4

%  

1.2

%  

%  

%  

Impact on net gain on Port Lavaca South Yard property sale

%  

%  

%  

%  

Impact of ERP implementation

0.2

%  

0.2

%  

0.2

%  

0.2

%  

Impact of professional fees related to management transition

%  

0.2

%  

%  

0.2

%  

Impact of severance

 

%  

 

%  

 

%  

 

%  

Adjusted EBITDA margin (2)

 

9.0

%  

 

14.0

%  

 

2.4

%  

 

(1.7)

%  

Marine

Concrete

 

Nine months ended

Nine months ended

 

September 30, 

September 30, 

 

    

2023

    

2022

    

2023

    

2022

 

Operating (loss) income

 

(587)

 

9,553

 

(5,456)

 

(14,125)

Other income

 

592

 

147

 

 

Depreciation and amortization

 

12,418

 

12,751

 

4,464

 

5,675

EBITDA (1)

 

12,423

 

22,451

 

(992)

 

(8,450)

Stock-based compensation

1,783

2,035

50

80

Net gain on Port Lavaca South Yard property sale

(5,202)

ERP implementation

414

686

396

873

Professional fees related to management transition

 

 

492

 

 

626

Severance

 

38

 

944

 

88

 

Adjusted EBITDA(2)

$

9,456

$

26,608

$

(458)

$

(6,871)

Operating (loss) income margin

 

(0.3)

%  

 

3.9

%  

 

(2.2)

%  

 

(4.6)

%

Impact of other income

0.2

%  

 

0.2

%  

 

%  

 

0.1

%

Impact of depreciation and amortization

 

4.8

%  

 

5.2

%  

 

1.8

%  

 

1.8

%

Impact of stock-based compensation

0.7

%  

0.8

%  

%  

%

Impact on net gain on Port Lavaca South Yard property sale

(2.0)

%  

%  

%  

%

Impact of ERP implementation

0.2

%  

0.3

%  

0.2

%  

0.3

%

Impact of professional fees related to management transition

 

%  

 

0.2

%  

 

%  

 

0.2

%

Impact of severance

 

%  

 

0.4

%  

 

%  

 

%

Adjusted EBITDA margin (2)

 

3.6

%  

 

11.0

%  

 

(0.2)

%  

 

(2.2)

%


(1)EBITDA is a non-GAAP measure that represents earnings before interest, taxes, depreciation and amortization.

(2)Adjusted EBITDA is a non-GAAP measure that represents EBITDA adjusted for stock-based compensation, ERP implementation, professional fees related to management transition and severance. Adjusted EBITDA margin is a non-GAAP measure calculated by dividing Adjusted EBITDA by contract revenues.

10


Orion Group Holdings, Inc. and Subsidiaries

Condensed Statements of Cash Flows Summarized

(In Thousands)

(Unaudited)

Three months ended

Nine months ended

September 30, 

September 30, 

    

2023

    

2022

    

2023

    

2022

Net (loss) income

$

(660)

$

247

$

(13,510)

$

(7,663)

Adjustments to remove non-cash and non-operating items

8,214

5,095

16,393

20,164

Cash flow from net income after adjusting for non-cash and non-operating items

7,554

5,342

2,883

12,501

Change in operating assets and liabilities (working capital)

(24,079)

(7,917)

(31,384)

(3,400)

Cash flows (used in) provided by operating activities

$

(16,525)

$

(2,575)

$

(28,501)

$

9,101

Cash flows (used in) provided by investing activities

$

(1,650)

$

803

$

5,391

$

(6,155)

Cash flows provided by (used in) financing activities

$

11,631

$

(3,580)

$

23,207

$

(12,502)

Capital expenditures (included in investing activities above)

$

(2,387)

$

(2,626)

$

(6,678)

$

(10,627)

11


Orion Group Holdings, Inc. and Subsidiaries

Condensed Statements of Cash Flows

(In Thousands)

(Unaudited)

Nine months ended September 30, 

    

2023

    

2022

Cash flows from operating activities

 

  

 

  

Net loss

$

(13,510)

$

(7,663)

Adjustments to reconcile net Loss to net cash used in operating activities:

Depreciation and amortization

 

13,874

 

16,035

Amortization of ROU operating leases

 

4,456

 

3,612

Amortization of ROU finance leases

 

3,008

 

2,391

Write-off of debt issuance costs upon debt modification

 

119

 

Amortization of deferred debt issuance costs

 

1,067

 

290

Deferred income taxes

 

(76)

 

20

Stock-based compensation

 

1,833

 

2,115

Gain on disposal of assets, net

 

(7,914)

 

(4,561)

Allowance for credit losses

26

262

Change in operating assets and liabilities:

Accounts receivable

 

(9,410)

 

(21,375)

Income tax receivable

 

(66)

 

(73)

Inventory

 

(514)

 

(893)

Prepaid expenses and other

 

3,076

 

6,239

Contract assets

 

(715)

 

(7,845)

Accounts payable

 

(36,223)

 

27,339

Accrued liabilities

 

7,096

 

(2,329)

Operating lease liabilities

 

(4,566)

(3,556)

Income tax payable

 

3

 

(84)

Contract liabilities

 

9,935

 

(823)

Net cash (used in) provided by operating activities

 

(28,501)

 

9,101

Cash flows from investing activities:

Proceeds from sale of property and equipment

 

12,069

 

4,472

Purchase of property and equipment

 

(6,678)

 

(10,627)

Net cash provided by (used in) investing activities

 

5,391

 

(6,155)

Cash flows from financing activities:

Borrowings on credit

 

89,491

 

9,000

Payments made on borrowings on credit

 

(73,236)

 

(18,219)

Proceeds from failed sale-leaseback arrangement

14,140

Proceeds from sales-leaseback financing

2,359

Loan costs from borrowings on credit

 

(6,532)

 

(664)

Payments of finance lease liabilities

 

(2,524)

 

(2,235)

Purchase of vested stock-based awards

(491)

(384)

Net cash provided by (used in) financing activities

 

23,207

 

(12,502)

Net change in cash, cash equivalents and restricted cash

 

97

 

(9,556)

Cash, cash equivalents and restricted cash at beginning of period

 

3,784

 

12,293

Cash, cash equivalents and restricted cash at end of period

$

3,881

$

2,737

12


Orion Group Holdings, Inc. and Subsidiaries

Condensed Balance Sheets

(In Thousands, Except Share and Per Share Information)

    

September 30, 

    

December 31, 

2023

2022

(Unaudited)

ASSETS

 

  

 

  

Current assets:

 

  

 

  

Cash and cash equivalents

$

3,881

 

3,784

Restricted cash

 

Accounts receivable:

 

 

Trade, net of allowance for credit losses of $496 and $606, respectively

 

111,624

 

106,758

Retainage

 

55,096

 

50,873

Income taxes receivable

 

468

 

402

Other current

 

3,820

 

3,526

Inventory

 

2,885

 

2,862

Contract assets

 

44,618

 

43,903

Prepaid expenses and other

 

6,073

 

8,229

Total current assets

 

228,465

 

220,337

Property and equipment, net of depreciation

 

89,585

 

100,977

Operating lease right-of-use assets, net of amortization

 

27,374

 

14,978

Financing lease right-of-use assets, net of amortization

 

20,601

 

15,839

Inventory, non-current

 

5,961

 

5,469

Intangible assets, net of amortization

 

6,934

 

7,317

Deferred income tax asset

54

70

Other non-current

 

1,248

 

2,168

Total assets

$

380,222

$

367,155

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

  

 

  

Current liabilities:

 

  

 

  

Current debt, net of issuance costs

$

13,852

$

34,956

Accounts payable:

 

 

Trade

 

49,435

 

87,605

Retainage

 

1,799

 

1,198

Accrued liabilities

 

31,847

 

18,466

Income taxes payable

 

525

 

522

Contract liabilities

 

47,655

 

37,720

Current portion of operating lease liabilities

 

9,089

 

4,738

Current portion of financing lease liabilities

 

6,342

 

4,031

Total current liabilities

 

160,544

 

189,236

Long-term debt, net of debt issuance costs

 

36,452

 

716

Operating lease liabilities

 

18,406

 

11,018

Financing lease liabilities

 

12,920

 

11,102

Other long-term liabilities

 

26,149

 

17,072

Deferred income tax liability

 

119

 

211

Total liabilities

 

254,590

 

229,355

Stockholders’ equity:

 

  

 

  

Preferred stock -- $0.01 par value, 10,000,000 authorized, none issued

 

 

Common stock -- $0.01 par value, 50,000,000 authorized, 33,053,341 and 32,770,550 issued; 32,342,110 and 32,059,319 outstanding at September 30, 2023 and December 31, 2022, respectively

 

331

 

328

Treasury stock, 711,231 shares, at cost, as of September 30, 2023 and December 31, 2022, respectively

 

(6,540)

 

(6,540)

Additional paid-in capital

 

189,523

 

188,184

Retained loss

 

(57,682)

 

(44,172)

Total stockholders’ equity

 

125,632

 

137,800

Total liabilities and stockholders’ equity

$

380,222

$

367,155

13


v3.23.3
Document and Entity Information
Oct. 25, 2023
Document and Entity Information [Abstract]  
Document Type 8-K
Document Period End Date Oct. 25, 2023
Entity File Number 1-33891
Entity Registrant Name ORION GROUP HOLDINGS, INC.
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 26-0097459
Entity Address, Address Line One 12000 Aerospace
Entity Address, Adress Line Two Suite 300
Entity Address, City or Town Houston
Entity Address, State or Province TX
Entity Address, Postal Zip Code 77034
City Area Code 713
Local Phone Number 852-6500
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock, $0.01 par value per share
Trading Symbol ORN
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001402829
Amendment Flag false

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