ORN 8-K
Orion Group Holdings Inc (ORN)
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): July 29, 2020
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)
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 July 29, 2020, the Company issued a press release announcing its financial results for the fiscal quarter ended June 30, 2020. 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 Statement and Exhibits
A copy of the press release dated July 29, 2020 announcing the Company’s financial results for the fiscal quarter ended June 30, 2020 described in Item 2.02 is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Exhibit Index
Exhibit No. |
| Description |
|
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: July 30, 2020 | By: | /s/ Mark R. Stauffer |
| | President and Chief Executive Officer |
Exhibit 99.1
ORION GROUP HOLDINGS, INC. REPORTS SECOND QUARTER
2020 RESULTS
Houston, Texas, Wednesday, July 29, 2020 -- Orion Group Holdings, Inc. (NYSE: ORN) (the “Company”), a leading specialty construction company, today reported net income of $2.0 million ($0.07 diluted earnings per share) for the second quarter ended June 30, 2020. Second quarter highlights are discussed below.
Second Quarter 2020 Highlights
“Once again, I would like to thank all of our employees and team members for continuing to safely and diligently work on our projects and in our yards, shops and support offices during this unprecedented period,” stated Mark Stauffer, Orion Group Holdings’ President and Chief Executive Officer. “Despite the continued spread of the COVID-19 virus and the spike in some of the states in which we work, we continue to execute on our projects in backlog while keeping our focus on maintaining the health and safety of the most important resource of our business, our people.”
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“We continued to post year-over-year improvement in both our top and bottom line and also generated solid free cash flow in the second quarter, which reflects the benefits of the operational improvement initiatives we implemented over the past 18 months. Our concrete segment significantly improved operating performance driven by higher production volumes during the quarter. On a sequential basis, adjusted EBITDA margin declined for our marine segment due to lower utilization of our dredging assets as we performed scheduled maintenance to ensure continued operation of our dredge fleet for upcoming projects in backlog.”
Mr. Stauffer continued, “While certain of our end markets have been impacted by the COVID-19 pandemic, we continue to see bidding activity in both of our segments. A key element of our growth strategy is the wide array of end markets we serve, which enables us to pursue the most attractive bid opportunities in the end markets that are performing the best at any given point in time. This strategy serves us well in this challenging and uncertain environment, and we will continue to focus our efforts on targeting the end markets and projects we expect to have the best opportunities to be successful and profitable moving forward.”
“Though the pandemic may continue to create uncertainty in the marketplace, we are confident in our ability to efficiently and profitably execute our projects in backlog, and in our ability to maintain or grow our backlog level by targeting and winning new bid opportunities. Our liquidity position remains strong. The additional $16 million of free cash flow that we generated in the second quarter coupled with our $20 million, 1-year revolver that we recently added to our credit facility provides us with more than sufficient financial flexibility to continue to pursue new awards and execute existing backlog. We are encouraged by our strong operational performance in the second quarter and we have the right team in place to continue to perform well despite the macroeconomic challenges. Considering our combination of diverse end markets, broad range of construction capabilities and assets, and our highly experienced and professional personnel, we are confident in our ability to deliver increasing levels of profitability and free cash flow in in the quarters and years to come, particularly in a post-pandemic environment,” concluded Mr. Stauffer.
Consolidated Results for Second Quarter 2020 Compared to Second Quarter 2019
| ● | Contract revenues were $183.7 million, up 10.7% as compared to $166.0 million. The increase was primarily driven by an increase in production volumes in the concrete segment and a moderate year over year increase in the marine segment. |
| ● | Gross profit was $20.7 million, as compared to $15.0 million. Gross profit margin was 11.3%, as compared to 9.0%. The increase in gross profit dollars and percentage were primarily driven by the increased revenue and improved recovery of indirect project cost such as equipment and labor utilization. |
| ● | Selling, General, and Administrative expenses were $16.5 million, as compared to $15.1 million. As a percentage of total contract revenues, SG&A expenses decreased from 9.1% to 9.0%. The increase |
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| in SG&A dollars was primarily attributable to the full ratable accrual of the annual incentive compensation plan during the current year period. |
| ● | Operating income was $4.1 million as compared to operating loss of $0.4 million. The operating income in the second quarter of 2020 reflects the aforementioned factors that improved revenue and gross profit. |
| ● | EBITDA was $11.1 million, representing a 6.1% EBITDA margin, as compared to EBITDA of $7.3 million, or a 4.4% EBITDA margin. When adjusted for the aforementioned charges and other non-recurring costs, adjusted EBITDA for the second quarter of 2020 was $12.6 million, representing a 6.9% EBITDA margin. (Please see page 10 of this release for an explanation of EBITDA, Adjusted EBITDA and a reconciliation to the nearest GAAP measure.) |
Backlog of work under contract as of June 30, 2020 was $528.4 million, which compares with backlog under contract at June 30, 2019 of $645.2 million, a decrease of 18.1%. The prior period backlog number reflects the booking of a large project during the period with a contract value of $160 million. The second quarter 2020 ending backlog was comprised of $312.2 million for the marine segment, and $216.2 million for the concrete segment. Currently, the Company has approximately $1.3 billion worth of bids outstanding, including approximately $73 million on which it is the apparent low bidder or has been awarded contracts subsequent to the end of the second quarter of 2020, of which approximately $60 million pertains to the marine segment and approximately $13 million to the concrete segment.
“During the second quarter, we bid on approximately $1.2 billion of work and were successful on approximately $120 million of these bids,” stated Robert Tabb, Orion Group Holding's Vice President and Chief Financial Officer. “This resulted in a 0.65 times book-to-bill ratio and a win rate of 10.4%. In the marine segment, we bid on approximately $279 million during the second quarter 2020 and were successful on approximately $59 million, representing a win rate of 21.2% and a book-to-bill ratio of 0.65 times. In the concrete segment we bid on approximately $876 million of work and were awarded approximately $61 million, representing a win rate of 6.9% and a book-to-bill ratio of 0.66 times."
Backlog consists of projects under contract that have either (a) not been started, or (b) are in progress and not yet complete, and the Company cannot guarantee that the revenue projected in 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. Given the typical duration of the Company's projects, which generally range from three to nine months, the Company's backlog at any point in time usually represents only a portion of the revenue it expects to realize during a twelve-month period.
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Orion Group Holdings will host a conference call to discuss results for the second quarter 2020 at 10:00 a.m. Eastern Time/9:00 a.m. Central Time on Thursday, July 30, 2020. To listen to a live webcast of the conference call, or access the replay, visit the Calendar of Events page of the Investor Relations section of the website at www.oriongroupholdingsinc.com. To participate in the call, please dial (201) 493-6739 and ask for the Orion Group Holdings Conference Call.
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, 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 pour and finish, dirt work, layout, forming, rebar, and mesh across the light commercial, structural and other associated business areas. The Company is headquartered in Houston, Texas with regional offices throughout its operating areas.
Non-GAAP Financial Measures
This press release includes the financial measures “adjusted net income,” “adjusted earnings 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 and other GAAP financial information, which information is of equal or greater importance.
Adjusted net income and adjusted earnings per share are not an alternative to net income or earnings per share. Adjusted net income and adjusted earnings per share exclude certain items that management believes impairs a meaningful comparison of operating results. The company believes these adjusted financial measures are a useful adjunct to earnings calculated in accordance with GAAP because management uses adjusted net income available to common stockholders to evaluate 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 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
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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 generally accepted accounting principles in the United States, or as a measure of the Company's profitability or liquidity.
The matters discussed in this press release may constitute or include projections or other forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, the provisions of which 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 (including those under “Update on Scale and Growth Initiative” above), 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 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 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.
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Please refer to the Company's Annual Report on Form 10-K, filed on February 28, 2020, 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.
CONTACT: | -OR- | INVESTOR RELATIONS COUNSEL: |
Orion Group Holdings Inc. | | The Equity Group Inc. |
Robert Tabb, Vice President & CFO | | Fred Buonocore, CFA (212) 836-9607 |
Rebecca Maxwell, Vice President, Finance | | Mike Gaudreau (212) 836-9620 |
(713) 852-6500 | | |
www.oriongroupholdingsinc.com | | |
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Orion Group Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(In Thousands, Except Share and Per Share Information)
(Unaudited)
| | Three months ended | | Six months ended | ||||||||
| | June 30, | | June 30, | ||||||||
|
| 2020 |
| 2019 |
| 2020 |
| 2019 | ||||
Contract revenues |
| | 183,713 |
| | 165,985 |
| | 350,333 |
| | 309,090 |
Costs of contract revenues |
| | 162,969 |
| | 151,008 |
| | 309,831 |
| | 285,031 |
Gross profit |
| | 20,744 |
| | 14,977 |
| | 40,502 |
| | 24,059 |
Selling, general and administrative expenses |
| | 16,512 |
| | 15,114 |
| | 32,381 |
| | 30,087 |
Amortization of intangible assets |
| | 517 |
| | 658 |
| | 1,033 |
| | 1,318 |
Gain from sale of assets, net |
| | (369) |
| | (372) |
| | (1,361) |
| | (746) |
Operating income (loss) |
| | 4,084 |
| | (423) |
| | 8,449 |
| | (6,600) |
Other (expense) income: |
| |
|
| |
|
| |
|
| |
|
Other income |
| | 39 |
| | 534 |
| | 136 |
| | 557 |
Interest income |
| | 54 |
| | 94 |
| | 94 |
| | 242 |
Interest expense |
| | (1,169) |
| | (1,978) |
| | (2,571) |
| | (3,303) |
Other expense, net |
| | (1,076) |
| | (1,350) |
| | (2,341) |
| | (2,504) |
Income (loss) before income taxes |
| | 3,008 |
| | (1,773) |
| | 6,108 |
| | (9,104) |
Income tax expense (benefit) |
| | 980 |
| | (140) |
| | 1,357 |
| | 453 |
Net income (loss) | | $ | 2,028 | | $ | (1,633) | | $ | 4,751 | | $ | (9,557) |
| | | | | | | | | | | | |
Basic earnings (loss) per share | | $ | 0.07 | | $ | (0.06) | | $ | 0.16 | | $ | (0.33) |
Diluted earnings (loss) per share | | $ | 0.07 | | $ | (0.06) | | $ | 0.16 | | $ | (0.33) |
Shares used to compute income (loss) per share: | |
|
| |
|
| |
|
| |
|
|
Basic | |
| 30,031,188 | |
| 29,097,094 | |
| 29,842,298 | |
| 29,086,811 |
Diluted | |
| 30,031,188 | |
| 29,097,094 | |
| 29,842,298 | |
| 29,086,811 |
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Orion Group Holdings, Inc. and Subsidiaries
Selected Results of Operations
(In Thousands, Except Share and Per Share Information)
(Unaudited)
| | Three months ended June 30, | | ||||||||
| | 2020 | | 2019 | | ||||||
|
| Amount |
| Percent |
| Amount |
| Percent |
| ||
| | (dollar amounts in thousands) | | ||||||||
Contract revenues | | | | | | | | | | | |
Marine segment | | | |
| | | | | | | |
Public sector | | $ | 59,820 | | 65.2 | % | $ | 60,557 | | 68.0 | % |
Private sector | | | 31,899 | | 34.8 | % | | 28,466 | | 32.0 | % |
Marine segment total | | $ | 91,719 | | 100.0 | % | $ | 89,023 | | 100.0 | % |
Concrete segment | | | |
| | | | |
| | |
Public sector | | $ | 12,022 | | 13.1 | % | $ | 13,629 | | 17.7 | % |
Private sector | | | 79,972 | | 86.9 | % | | 63,333 | | 82.3 | % |
Concrete segment total | | $ | 91,994 | | 100.0 | % | $ | 76,962 | | 100.0 | % |
Total | | $ | 183,713 |
| | | $ | 165,985 |
| | |
| | | | | | | | | | | |
Operating income (loss) | |
|
|
|
| |
|
|
|
| |
Marine segment | | $ | 596 |
| 0.6 | % | $ | 9 |
| 0.0 | % |
Concrete segment | |
| 3,488 |
| 3.8 | % |
| (432) |
| (0.6) | % |
Total | | $ | 4,084 | | | | $ | (423) |
|
| |
| | | | | | | | | | | |
| | Six months ended June 30, | | ||||||||
| | 2020 | | 2019 | | ||||||
|
| Amount |
| Percent |
| Amount |
| Percent |
| ||
| | (dollar amounts in thousands) | | ||||||||
Contract revenues | | | | | | | | | | | |
Marine segment | | | |
| | | | | | | |
Public sector | | $ | 113,331 | | 63.8 | % | $ | 106,566 | | 70.8 | % |
Private sector | | | 64,337 | | 36.2 | % | | 43,944 | | 29.2 | % |
Marine segment total | | $ | 177,668 | | 100.0 | % | $ | 150,510 | | 100.0 | % |
Concrete segment | | | |
| | | | |
| | |
Public sector | | $ | 28,074 | | 16.3 | % | $ | 26,382 | | 16.6 | % |
Private sector | | | 144,591 | | 83.7 | % | | 132,198 | | 83.4 | % |
Concrete segment total | | $ | 172,665 | | 100.0 | % | $ | 158,580 | | 100.0 | % |
Total | | $ | 350,333 |
| | | $ | 309,090 |
| | |
| | | | | | | | | | | |
Operating income (loss) | |
|
|
|
| |
|
|
|
| |
Marine segment | | $ | 3,451 |
| 1.9 | % | $ | (6,447) |
| (4.3) | % |
Concrete segment | |
| 4,998 |
| 2.9 | % |
| (153) |
| (0.1) | % |
Total | | $ | 8,449 | | | | $ | (6,600) |
|
| |
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Orion Group Holdings, Inc. and Subsidiaries
Reconciliation of Adjusted Net Income (Loss)
(In thousands except per share information)
(Unaudited)
| | Three months ended | | Six months ended | ||||||||
| | June 30, | | June 30, | ||||||||
|
| 2020 |
| 2019 |
| 2020 |
| 2019 | ||||
Net income (loss) | | $ | 2,028 | | $ | (1,633) | | $ | 4,751 | | $ | (9,557) |
One-time charges and the tax effects: | | | | | | | | | | | | |
ERP implementation | | | 310 | | | — | |
| 310 | |
| — |
ISG initiative | |
| — | |
| 1,257 | |
| 369 | |
| 2,804 |
Severance | |
| 38 | |
| 440 | |
| 72 | |
| 440 |
Unamortized debt issuance costs on debt extinguishment | |
| — | |
| 399 | |
| — | |
| 399 |
Tax rate of 23% applied to one-time charges (1) | |
| (80) | |
| (482) | |
| (173) | |
| (838) |
Total one-time charges and the tax effects | |
| 268 | |
| 1,614 | |
| 578 | |
| 2,805 |
Federal and state tax valuation allowances | |
| (968) | |
| 299 | |
| (1,631) | |
| 1,046 |
Adjusted net income (loss) | | $ | 1,328 | | $ | 280 | | $ | 3,698 | | $ | (5,706) |
Adjusted EPS | | $ | 0.04 | | $ | 0.01 | | $ | 0.12 | | $ | (0.20) |
| (1) | Items are taxed discretely using the Company's blended tax rate. |
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Orion Group Holdings, Inc. and Subsidiaries
Adjusted EBITDA and Adjusted EBITDA Margin Reconciliations
(In Thousands, Except Margin Data)
(Unaudited)
| | Three months ended | | Six months ended |
| ||||||||
| | June 30, | | June 30, |
| ||||||||
|
| 2020 |
| 2019 |
| 2020 |
| 2019 |
| ||||
Net income (loss) | | $ | 2,028 | | $ | (1,633) | | $ | 4,751 | | $ | (9,557) | |
Income tax expense (benefit) | |
| 980 | |
| (140) | |
| 1,357 | |
| 453 | |
Interest expense, net | |
| 1,115 | |
| 1,884 | |
| 2,477 | |
| 3,061 | |
Depreciation and amortization | |
| 7,004 | |
| 7,222 | |
| 13,896 | |
| 14,262 | |
EBITDA (1) | |
| 11,127 | |
| 7,333 | |
| 22,481 | |
| 8,219 | |
Stock-based compensation | | | 1,167 | | | 1,064 | | | 1,629 | | | 1,728 | |
ERP implementation | | | 310 | | | — | | | 310 | | | — | |
ISG initiative | |
| — | |
| 1,257 | |
| 369 | |
| 2,804 | |
Severance | |
| 38 | |
| 440 | |
| 72 | |
| 440 | |
Adjusted EBITDA(2) | | $ | 12,642 | | $ | 10,094 | | $ | 24,861 | | $ | 13,191 | |
Operating income (loss) margin (3) | |
| 2.3 | % |
| — | % |
| 2.4 | % |
| (1.9) | % |
Impact of depreciation and amortization | |
| 3.8 | % |
| 4.4 | % |
| 4.0 | % |
| 4.6 | % |
Impact of stock-based compensation | | | 0.6 | % | | 0.6 | % | | 0.5 | % | | 0.6 | % |
Impact of ERP implementation | | | 0.2 | % | | — | % | | 0.1 | % | | — | % |
Impact of ISG initiative | |
| — | % |
| 0.8 | % |
| 0.1 | % |
| 0.9 | % |
Impact of severance | |
| — | % |
| 0.3 | % |
| — | % |
| 0.1 | % |
Adjusted EBITDA margin(2) | |
| 6.9 | % |
| 6.1 | % |
| 7.1 | % |
| 4.3 | % |
| (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, the ISG initiative and severance. Adjusted EBITDA margin is a non-GAAP measure calculated by dividing Adjusted EBITDA by contract revenues. |
| (3) | Operating income margin is calculated by dividing operating income plus other income (expense), net by contract revenues. |
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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 |
| ||||||||
| | June 30, | | June 30, |
| ||||||||
|
| 2020 |
| 2019 |
| 2020 |
| 2019 |
| ||||
Operating income (loss) |
| | 596 |
| | 9 |
| | 3,488 |
| | (432) | |
Other income (expense), net (1) |
| | 3,253 |
| | 3,582 |
| | (3,214) |
| | (3,048) | |
Depreciation and amortization |
| | 4,744 |
| | 5,069 |
| | 2,260 |
| | 2,153 | |
EBITDA (2) |
| | 8,593 |
| | 8,660 |
| | 2,534 |
| | (1,327) | |
Stock-based compensation | | | 1,128 | | | 977 | | | 39 | | | 87 | |
ERP implementation | | | 155 | | | — | | | 155 | | | — | |
ISG initiative |
| | — |
| | 319 |
| | — |
| | 938 | |
Severance |
| | 14 |
| | 440 |
| | 24 |
| | — | |
Adjusted EBITDA(3) | | $ | 9,890 | | $ | 10,396 | | $ | 2,752 | | $ | (302) | |
Operating income (loss) margin (4) | |
| 4.2 | % |
| 4.0 | % |
| 0.3 | % |
| (4.5) | % |
Impact of depreciation and amortization | |
| 5.2 | % |
| 5.7 | % |
| 2.5 | % |
| 2.8 | % |
Impact of stock-based compensation | | | 1.2 | % | | 1.1 | % | | — | % | | 0.1 | % |
Impact of ERP implementation | | | 0.2 | % | | — | % | | 0.2 | % | | — | % |
Impact of ISG initiative | |
| — | % |
| 0.4 | % |
| — | % |
| 1.2 | % |
Impact of severance | |
| — | % |
| 0.5 | % |
| — | % |
| — | % |
Adjusted EBITDA margin (3) | |
| 10.8 | % |
| 11.7 | % |
| 3.0 | % |
| (0.4) | % |
| | | | | | | | | | | | | |
| | Marine | | Concrete |
| ||||||||
| | Six months ended | | Six months ended |
| ||||||||
| | June 30, | | June 30, |
| ||||||||
|
| 2020 |
| 2019 |
| 2020 |
| 2019 |
| ||||
Operating income (loss) |
| | 3,451 |
| | (6,447) |
| | 4,998 |
| | (153) | |
Other income (expense), net (1) |
| | 6,242 |
| | 6,466 |
| | (6,106) |
| | (5,909) | |
Depreciation and amortization |
| | 9,520 |
| | 10,015 |
| | 4,376 |
| | 4,247 | |
EBITDA (2) |
| | 19,213 |
| | 10,034 |
| | 3,268 |
| | (1,815) | |
Stock-based compensation | | | 1,540 | | | 1,551 | | | 89 | | | 177 | |
ERP implementation | | | 155 | | | — | | | 155 | | | — | |
ISG initiative |
| | 190 |
| | 1,140 |
| | 179 |
| | 1,664 | |
Severance |
| | 26 |
| | 440 |
| | 46 |
| | — | |
Adjusted EBITDA(3) | | $ | 21,124 | | $ | 13,165 | | $ | 3,737 | | $ | 26 | |
Operating(loss) income margin (4) | |
| 5.5 | % |
| (0.1) | % |
| (0.5) | % |
| (3.8) | % |
Impact of depreciation and amortization | |
| 5.4 | % |
| 6.7 | % |
| 2.5 | % |
| 2.7 | % |
Impact of stock-based compensation | | | 0.9 | % | | 1.0 | % | | 0.1 | % | | 0.1 | % |
Impact of ERP implementation | | | — | | | — | | | — | | | — | |
Impact of ISG initiative | |
| 0.1 | % |
| 0.8 | % |
| 0.1 | % |
| 1.0 | % |
Impact of severance | |
| — | % |
| 0.3 | % |
| — | % |
| — | % |
Adjusted EBITDA margin (3) | |
| 11.9 | % |
| 8.7 | % |
| 2.2 | % |
| - | % |
| (1) | Primarily consists of corporate overhead costs recorded to the marine segment as part of operating income(loss) and allocated from the marine segment to the concrete segment in other income (expense) line. Allocated amounts net to zero on a consolidated basis. |
| (2) | EBITDA is a non-GAAP measure that represents earnings before interest, taxes, depreciation and amortization. |
| (3) | Adjusted EBITDA is a non-GAAP measure that represents EBITDA adjusted for stock-based compensation, the ISG initiative and severance. Adjusted EBITDA margin is a non-GAAP measure calculated by dividing Adjusted EBITDA by contract revenues. |
| (4) | Operating income margin is calculated by dividing operating income plus other income (expense), net by contract revenues. |
11
Orion Group Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows Summary
(In Thousands)
(Unaudited)
| | Three months ended | | Six months ended | ||||||||
| | June 30, | | June 30, | ||||||||
|
| 2020 |
| 2019 |
| 2020 |
| 2019 | ||||
Net income (loss) | | $ | 2,028 | | $ | (1,633) | | $ | 4,751 | | $ | (9,557) |
Adjustments to remove non-cash and non-operating items | | | 9,246 | | | 9,916 | | | 17,828 | | | 18,799 |
Cash flow from net income after adjusting for non-cash and non-operating items | | | 11,274 | | | 8,283 | | | 22,579 | | | 9,242 |
Change in operating assets and liabilities (working capital) | | | 6,347 | | | (7,437) | | | 10,495 | | | (10,324) |
Cash flows provided by (used in) operating activities | | $ | 17,621 | | $ | 846 | | $ | 33,074 | | $ | (1,082) |
Cash flows used in investing activities | | $ | (1,719) | | $ | (1,378) | | $ | (2,044) | | $ | (5,141) |
Cash flows (used in) provided by financing activities | | $ | (19,081) | | $ | 666 | | $ | (21,773) | | $ | 298 |
| | | | | | | | | | | | |
Capital expenditures (included in investing activities above) | | $ | (2,283) | | $ | (4,256) | | $ | (5,036) | | $ | (8,118) |
12
Orion Group Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(In Thousands)
(Unaudited)
| | Six months ended June 30, | ||||
|
| 2020 |
| 2019 | ||
Cash flows from operating activities |
| |
|
| |
|
Net income (loss) | | $ | 4,751 | | $ | (9,557) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | | | | | | |
Depreciation and amortization | |
| 12,311 | |
| 13,108 |
Amortization of ROU operating leases | |
| 3,066 | |
| 2,927 |
Amortization of ROU finance leases | |
| 1,585 | |
| 1,154 |
Unamortized debt issuance costs upon debt modification | |
| — | |
| 399 |
Amortization of deferred debt issuance costs | |
| 286 | |
| 186 |
Deferred income taxes | |
| (99) | |
| 43 |
Stock-based compensation | |
| 1,629 | |
| 1,728 |
Gain on sale of property and equipment | |
| (1,361) | |
| (746) |
Allowance for doubtful accounts | | | 411 | | | — |
Change in operating assets and liabilities, net of effects of acquisitions: | | | | | | |
Accounts receivable | |
| 23,645 | |
| (28,257) |
Income tax receivable | |
| (97) | |
| (398) |
Inventory | |
| (172) | |
| 252 |
Prepaid expenses and other | |
| 900 | |
| 126 |
Costs and estimated earnings in excess of billings on uncompleted contracts | |
| 5,050 | |
| (14,424) |
Accounts payable | |
| (23,680) | |
| 6,261 |
Accrued liabilities | |
| 2,818 | |
| (1,601) |
Operating lease liabilities | |
| (2,721) | | | (2,896) |
Income tax payable | |
| (296) | |
| 409 |
Billings in excess of costs and estimated earnings on uncompleted contracts | |
| 5,048 | |
| 30,204 |
Net cash provided by (used in) operating activities | |
| 33,074 | |
| (1,082) |
Cash flows from investing activities: | | | | | | |
Proceeds from sale of property and equipment | |
| 1,749 | |
| 847 |
Purchase of property and equipment | |
| (5,036) | |
| (8,118) |
Contributions to CSV life insurance | |
| (99) | |
| (444) |
Insurance claim proceeds related to property and equipment | |
| 1,342 | |
| 2,574 |
Net cash used in investing activities | |
| (2,044) | |
| (5,141) |
Cash flows from financing activities: | | | | | | |
Borrowings from Credit Facility | |
| 5,000 | |
| 32,000 |
Payments made on borrowings from Credit Facility | |
| (24,500) | |
| (29,500) |
Loan costs from Credit Facility | |
| (391) | |
| (825) |
Payments of finance lease liabilities | |
| (1,858) | |
| (1,412) |
Purchase of vested stock-based awards | | | (24) | | | — |
Exercise of stock options | |
| — | |
| 35 |
Net cash used in financing activities | |
| (21,773) | |
| 298 |
Net change in cash, cash equivalents and restricted cash | |
| 9,257 | |
| (5,925) |
Cash, cash equivalents and restricted cash at beginning of period | |
| 1,086 | |
| 8,684 |
Cash, cash equivalents and restricted cash at end of period | | $ | 10,343 | | $ | 2,759 |
13
Orion Group Holdings, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(In Thousands, Except Share and Per Share Information)
|
| June 30, |
| December 31, | ||
| | 2020 | | 2019 | ||
| | (Unaudited) | | | | |
ASSETS |
| |
|
| |
|
Current assets: |
| |
|
| |
|
Cash and cash equivalents | | $ | 10,343 | |
| 128 |
Restricted cash | | | — | |
| 958 |
Accounts receivable: | |
| | |
|
|
Trade, net of allowance for credit losses of $3,011 and $2,600, respectively | |
| 96,146 | |
| 116,540 |
Retainage | |
| 37,963 | |
| 42,547 |
Income taxes receivable | |
| 1,059 | |
| 962 |
Other current | |
| 2,260 | |
| 2,680 |
Inventory | |
| 1,963 | |
| 1,114 |
Costs and estimated earnings in excess of billings on uncompleted contracts | |
| 36,339 | |
| 41,389 |
Prepaid expenses and other | |
| 5,354 | |
| 5,647 |
Total current assets | |
| 191,427 | |
| 211,965 |
Property and equipment, net of depreciation | |
| 126,971 | |
| 132,348 |
Operating lease right-of-use assets, net of amortization | |
| 16,762 | |
| 17,997 |
Financing lease right-of-use assets, net of amortization | |
| 13,783 | |
| 7,896 |
Inventory, non-current | |
| 6,360 | |
| 7,037 |
Intangible assets, net of amortization | |
| 11,114 | |
| 12,147 |
Deferred income tax asset | | | 143 | | | 85 |
Other non-current | |
| 4,861 | |
| 5,369 |
Total assets | | $ | 371,421 | | $ | 394,844 |
LIABILITIES AND STOCKHOLDERS’ EQUITY | |
|
| |
|
|
Current liabilities: | |
|
| |
|
|
Current debt, net of issuance costs | | $ | 4,358 | | $ | 3,668 |
Accounts payable: | |
| | |
|
|
Trade | |
| 46,869 | |
| 70,421 |
Retainage | |
| 434 | |
| 562 |
Accrued liabilities | |
| 20,731 | |
| 16,966 |
Income taxes payable | |
| 1,227 | |
| 1,523 |
Billings in excess of costs and estimated earnings on uncompleted contracts | |
| 53,829 | |
| 48,781 |
Current portion of operating lease liabilities | |
| 5,095 | |
| 5,043 |
Current portion of financing lease liabilities | |
| 4,919 | |
| 2,788 |
Total current liabilities | |
| 137,462 | |
| 149,752 |
Long-term debt, net of debt issuance costs | |
| 47,734 | |
| 68,029 |
Operating lease liabilities | |
| 12,334 | |
| 13,596 |
Financing lease liabilities | |
| 8,288 | |
| 3,760 |
Other long-term liabilities | |
| 20,017 | |
| 20,436 |
Deferred income tax liability | |
| 164 | |
| 205 |
Interest rate swap liability | |
| 1,989 | |
| 1,045 |
Total liabilities | |
| 227,988 | |
| 256,823 |
Stockholders’ equity: | |
|
| |
|
|
Preferred stock -- $0.01 par value, 10,000,000 authorized, none issued | |
| — | |
| — |
Common stock -- $0.01 par value, 50,000,000 authorized, 31,060,101 and 30,303,395 issued; 30,348,870 and 29,592,164 outstanding at June 30, 2020 and December 31, 2019, respectively | |
| 311 | |
| 303 |
Treasury stock, 711,231 shares, at cost, as of June 30, 2020 and December 31, 2019, respectively | |
| (6,540) | |
| (6,540) |
Accumulated other comprehensive loss | |
| (1,989) | |
| (1,045) |
Additional paid-in capital | |
| 184,120 | |
| 182,523 |
Retained loss | |
| (32,469) | |
| (37,220) |
Total stockholders’ equity | |
| 143,433 | |
| 138,021 |
Total liabilities and stockholders’ equity | | $ | 371,421 | | $ | 394,844 |
14