Orion Group Holdings Inc NT 10-Q, filed May 10, 2023
Orion Group Holdings Inc (ORN)
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| UNITED STATES FORM 12b-25
NOTIFICATION OF LATE FILING |
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SEC File Number: 001-33891
CUSIP Number: 68628V308
(Check one): |
| □ Form 10-K | □ Form 20-F | □ Form 11-K | ⌧ Form 10-Q | □ Form 10-D | |
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| □ Form N-SAR | □ Form N-CSR |
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| For Period Ended: | March 31, 2023 | ||||
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| □ Transition Report on Form 10-K |
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| □ Transition Report on Form 20-F |
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| □ Transition Report on Form 11-K |
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| □ Transition Report on Form 10-Q |
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| □ Transition Report on Form N-SAR |
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| For the Transition Period Ended: |
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Read Instructions (on back page) Before Preparing Form. Please Print or Type. | |||||||
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: N/A
PART I - REGISTRANT INFORMATION
Orion Group Holdings, Inc. |
Full Name of Registrant |
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N/A |
Former Name if Applicable |
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12000 Aerospace Avenue, Suite 300 |
Address of Principal Executive Office (Street and Number) |
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Houston, Texas 77034 |
City, State and Zip Code |
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
⌧ | (a) | The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense |
(b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and | |
(c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III – NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Orion Group Holdings, Inc. (the “Company”) will not, without unreasonable effort and expense, be able to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (the “Form 10-Q”) within the prescribed time period.
As previously announced, we are pursuing additional liquidity through various means. This includes pursuing an agreement with a new lender to replace the Company’s existing credit agreement with Regions Bank (“Regions”), which matures on July 31, 2023, and to refinance the indebtedness thereunder. The Company has reached an agreement with a new lender, is working to complete closing documentation of a new asset-backed credit facility and expects to complete this documentation shortly. If completed as expected, the facility will consist of a term loan of $38 million and revolving credit facility of up to $65 million. The proceeds of this facility will be used to retire the Company’s existing credit facility and for general corporate purposes and is expected to provide sufficient liquidity to alleviate substantial doubt about the Company’s ability to continue as a going concern. There can be no assurances that management will be successful with the completion of the transaction, or that the factors and conditions that raised substantial doubt will be alleviated. The Company needs additional time to complete definitive documentation for the facility and prepare appropriate disclosures in its Form 10-Q.
The Company intends to file the Form 10-Q on or before the fifth calendar day following the prescribed due date.
PART IV - OTHER INFORMATION
(1) | Name and telephone number of person to contact in regard to this notification | ||||
| Scott Thanisch |
| 713 |
| 852-6500 |
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(2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). | ||||
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| ⌧ Yes □ No |
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(3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? | ||||
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| ⌧ Yes □ No |
| If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. Please refer to the Company's Current Report on Form 8-K filed on May 10, 2023 and its earnings release for the first quarter ended March 31, 2023. Disclosure Regarding Forward-Looking Statements The matters discussed in this Notification of Late Filing on Form 12b-25 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 Notification of Late Filing on Form 12b-25, 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, our ability to negotiate and obtain a refinancing of the debt under our Credit Agreement, the terms, restrictions, and covenants of any refinancing, and the timing of any such refinancing are forward-looking statements. Forward looking statements also include estimated project start date, 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, the effects of the ongoing COVID-19 pandemic, 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 Notification of Late Filing on Form 12b-25 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 Notification of Late Filing on Form 12b-25 whether as a result of new developments or otherwise, except as required by law. | ||||
ORION GROUP HOLDINGS, INC. |
(Name of Registrant as Specified in Charter) |
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date | May 10, 2023 |
| By | /s/ Travis J. Boone | ||||||||||
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| Name: Travis J. Boone | ||||||||||
INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.
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Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). | ||||||||