UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 28, 2021, the Company issued a press release announcing its financial results for the fiscal quarter ended June 30, 2021. 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 28, 2021 announcing the Company’s financial results for the fiscal quarter ended June 30, 2021 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 29, 2021 | By: | /s/ Mark R. Stauffer |
President and Chief Executive Officer | ||
Exhibit 99.1
ORION GROUP HOLDINGS, INC. REPORTS
SECOND QUARTER 2021 RESULTS
Houston, Texas, Wednesday, July 28, 2021 -- Orion Group Holdings, Inc. (NYSE: ORN) (the “Company”), a leading specialty construction company, today reported net income of $3.5 million ($0.11 diluted earnings per share) for the second quarter ended June 30, 2021.
Second Quarter 2021 Highlights
“During the second quarter we closed on the sale of our Tampa property further strengthening our balance sheet and enhancing our liquidity,” stated Mark Stauffer, Orion’s Chief Executive Officer. “The gain on the sale is included in our results for the second quarter, which were also impacted by inordinately wet weather in our key operating geographies, which affected both business segments, but predominantly our concrete business.”
“Our concrete segment’s production was hampered during the quarter by wet weather conditions across Texas, and as a result, our labor capacity was underutilized. Our concrete segment’s ability to catch up on work and execute effectively in normal weather conditions will allow us to efficiently complete any delayed projects in subsequent quarters. The wet weather unfortunately resulted in under recovery of indirect costs, including labor and equipment utilization, during the quarter.”
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“We remain optimistic about our end markets and future project opportunities. During the second quarter we bid on a significant volume of bids, including several large projects, and we ended the quarter with a substantial amount of quoted work outstanding. We are confident that bidding opportunities will continue to materialize, especially in end-markets that have been adversely impacted by COVID, including the cruise and energy industries, which have begun generating project opportunities again. We also are continuing to track progress on the Federal infrastructure bill, which would provide an additional catalyst for our end markets and drive absorption of industry capacity. The diversity of our end markets and our unique capabilities across both of our business segments make us confident in our ability to capitalize on a wide range of attractive projects as they continue to materialize across our operating footprint.”
“We also continue to enhance our financial flexibility with the strengthening of our balance sheet. On a basis of net debt, this is the strongest balance sheet the Company has had in many years, which not only offers us flexibility to continue to execute on projects in backlog and pursue new awards, but also position us to consider accretive acquisition opportunities, as well as exploring other opportunities to achieve the best return for our shareholders.”
Mr. Stauffer concluded, “Given the reopening of the US economy, the project opportunities we see on the horizon as a result, and our extremely strong balance sheet and financial position, we are confident in our ability to continue to generate growth in our profitability and maximizing shareholder value over the long-term.”
Consolidated Results for Second Quarter 2021 Compared to Second Quarter 2020
| ● | Contract revenues were $145.9 million, down 20.6% as compared to $183.7 million. The decrease was primarily driven by a reduction in project activity compared to the prior year in the marine segment and decreased production volumes in the concrete segment due to weather related impacts. |
| ● | Gross profit was $12.3 million, as compared to $20.7 million. Gross profit margin was 8.4%, as compared to 11.3%. The decrease in gross profit dollars and percentage was primarily driven by the decreased activity and volumes, which negatively impacted revenue and contributed to an under recovery of indirect costs primarily related to decreased equipment utilization. |
| ● | Selling, General, and Administrative expenses were $13.7 million, as compared to $16.5 million. As a percentage of total contract revenues, SG&A expenses increased 0.4%. The decrease in SG&A dollars was driven primarily by a decrease in bonus expense as compared to the prior year period. |
| ● | Operating income was $5.6 million as compared to $4.1 million. The increase in operating income in the second quarter of 2021 reflects the $6.8 million net gain on the Tampa property sale. |
| ● | EBITDA was $12.1 million, representing an 8.3% EBITDA margin, as compared to EBITDA of $11.1 million, or a 6.1% EBITDA margin. When adjusted for non-recurring items, adjusted EBITDA for the second quarter of 2021 was $7.4 million, representing a 5.1% EBITDA margin. (Please see page 10 of this release for an explanation of EBITDA, Adjusted EBITDA and a reconciliation to the nearest GAAP measure). |
2
Backlog of work under contract as of June 30, 2021, was $394.4 million, which compares with backlog under contract as of June 30, 2020, of $528.4 million. The second quarter 2021 ending backlog was comprised of $170.2 million for the marine segment, and $224.2 million for the concrete segment. At the end of the second quarter 2021, the Company had approximately $2.0 billion worth of bids outstanding, including approximately $30 million on which it is the apparent low bidder or has been awarded contracts subsequent to the end of the second quarter of 2021, of which approximately $12 million pertains to the marine segment and approximately $18 million to the concrete segment.
“During the second quarter, we bid on approximately $2.0 billion of work and were successful on approximately $175 million of these bids,” stated Robert Tabb, Orion Group Holding's Executive Vice President and Chief Financial Officer. “This resulted in a 1.20 times book-to-bill ratio and a win rate of 8.8%. In the marine segment, we bid on approximately $1.0 billion during the second quarter 2021 and were successful on approximately $79 million, representing a win rate of 7.6% and a book-to-bill ratio of 1.24 times. In the concrete segment we bid on approximately $1.0 billion of work and were awarded approximately $96 million, representing a win rate of 10.1% and a book-to-bill ratio of 1.17 times."
Backlog consists of projects under contract that have either (a) not been started, or (b) are in progress and 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. 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.
3
Orion Group Holdings will host a conference call to discuss results for the second quarter 2021 at 10:00 a.m. Eastern Time/9:00 a.m. Central Time on Thursday, July 29, 2021. 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 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 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 financial measure that is most directly comparable to EBITDA and Adjusted EBITDA is net income, while
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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, 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, 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 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 March 2, 2021, 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. |
Francis Okoniewski, VP Investor Relations | | Fred Buonocore, CFA (212) 836-9607 |
(346) 616-4138 | | Mike Gaudreau (212) 836-9620 |
www.oriongroupholdingsinc.com | | |
| |
6
Orion Group Holdings, Inc. and Subsidiaries
Condensed Statements of Operations
(In Thousands, Except Share and Per Share Information)
(Unaudited)
| | Three months ended | | Six months ended | ||||||||
| | June 30, | | June 30, | ||||||||
|
| 2021 |
| 2020 |
| 2021 |
| 2020 | ||||
Contract revenues |
| | 145,875 |
| | 183,713 |
| | 299,184 |
| | 350,333 |
Costs of contract revenues |
| | 133,574 |
| | 162,969 |
| | 271,428 |
| | 309,831 |
Gross profit |
| | 12,301 |
| | 20,744 |
| | 27,756 |
| | 40,502 |
Selling, general and administrative expenses |
| | 13,715 |
| | 16,512 |
| | 28,345 |
| | 32,381 |
Amortization of intangible assets |
| | 381 |
| | 517 |
| | 761 |
| | 1,033 |
Gain on disposal of assets, net | | | (7,361) |
| | (369) |
| | (8,971) |
| | (1,361) |
Operating income |
| | 5,566 |
| | 4,084 |
| | 7,621 |
| | 8,449 |
Other (expense) income: |
| |
|
| |
|
| |
|
| |
|
Other income |
| | 72 |
| | 39 |
| | 109 |
| | 136 |
Interest income |
| | 25 |
| | 54 |
| | 51 |
| | 94 |
Interest expense |
| | (2,943) |
| | (1,169) |
| | (3,983) |
| | (2,571) |
Other expense, net |
| | (2,846) |
| | (1,076) |
| | (3,823) |
| | (2,341) |
Income before income taxes |
| | 2,720 |
| | 3,008 |
| | 3,798 |
| | 6,108 |
Income tax (benefit) expense |
| | (810) |
| | 980 |
| | (660) |
| | 1,357 |
Net income | | $ | 3,530 | | $ | 2,028 | | $ | 4,458 | | $ | 4,751 |
| | | | | | | | | | | | |
Basic earnings per share | | $ | 0.12 | | $ | 0.07 | | $ | 0.15 | | $ | 0.16 |
Diluted earnings per share | | $ | 0.11 | | $ | 0.07 | | $ | 0.15 | | $ | 0.16 |
Shares used to compute income per share: | |
|
| |
|
| |
|
| |
|
|
Basic | |
| 30,671,952 | |
| 30,031,188 | |
| 30,569,284 | |
| 29,842,298 |
Diluted | |
| 30,702,151 | |
| 30,031,188 | |
| 30,601,669 | |
| 29,842,298 |
7
Orion Group Holdings, Inc. and Subsidiaries
Selected Results of Operations
(In Thousands, Except Share and Per Share Information)
(Unaudited)
| | Three months ended June 30, | | ||||||||
| | 2021 | | 2020 | | ||||||
|
| Amount |
| Percent |
| Amount |
| Percent |
| ||
| | (dollar amounts in thousands) | | ||||||||
Contract revenues | | | | | | | | | | | |
Marine segment | | | |
| | | | | | | |
Public sector | | $ | 44,667 | | 69.9 | % | $ | 59,820 | | 65.2 | % |
Private sector | | | 19,275 | | 30.1 | % | | 31,899 | | 34.8 | % |
Marine segment total | | $ | 63,942 | | 100.0 | % | $ | 91,719 | | 100.0 | % |
Concrete segment | | | |
| | | | |
| | |
Public sector | | $ | 6,500 | | 7.9 | % | $ | 12,022 | | 13.1 | % |
Private sector | | | 75,433 | | 92.1 | % | | 79,972 | | 86.9 | % |
Concrete segment total | | $ | 81,933 | | 100.0 | % | $ | 91,994 | | 100.0 | % |
Total | | $ | 145,875 |
| | | $ | 183,713 |
| | |
| | | | | | | | | | | |
Operating income (loss) | |
|
|
|
| |
|
|
|
| |
Marine segment | | $ | 8,606 |
| 13.5 | % | $ | 3,810 |
| 4.2 | % |
Concrete segment | |
| (3,040) |
| (3.7) | % |
| 274 |
| 0.3 | % |
Total | | $ | 5,566 | | | | $ | 4,084 |
|
| |
| | | | | | | | | | | |
| | Six months ended June 30, | | ||||||||
| | 2021 | | 2020 | | ||||||
|
| Amount |
| Percent |
| Amount |
| Percent |
| ||
| | (dollar amounts in thousands) | | ||||||||
Contract revenues | | | | | | | | | | | |
Marine segment | | | |
| | | | | | | |
Public sector | | $ | 86,336 | | 63.4 | % | $ | 113,331 | | 63.8 | % |
Private sector | | | 49,752 | | 36.6 | % | | 64,337 | | 36.2 | % |
Marine segment total | | $ | 136,088 | | 100.0 | % | $ | 177,668 | | 100.0 | % |
Concrete segment | | | |
| | | | |
| | |
Public sector | | $ | 11,279 | | 6.9 | % | $ | 28,074 | | 16.3 | % |
Private sector | | | 151,817 | | 93.1 | % | | 144,591 | | 83.7 | % |
Concrete segment total | | $ | 163,096 | | 100.0 | % | $ | 172,665 | | 100.0 | % |
Total | | $ | 299,184 |
| | | $ | 350,333 |
| | |
| | | | | | | | | | | |
Operating income | |
|
|
|
| |
|
|
|
| |
Marine segment | | $ | 11,454 |
| 8.4 | % | $ | 9,559 |
| 5.4 | % |
Concrete segment | |
| (3,833) |
| (2.4) | % |
| (1,110) |
| (0.6) | % |
Total | | $ | 7,621 | | | | $ | 8,449 |
|
| |
8
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, | ||||||||
|
| 2021 |
| 2020 |
| 2021 |
| 2020 | ||||
Net income | | $ | 3,530 | | $ | 2,028 | | $ | 4,458 | | $ | 4,751 |
One-time charges and the tax effects: | | | | | | | | | | | | |
ERP implementation | | | 853 | | | 310 | |
| 1,439 | |
| 310 |
ISG initiative | |
| — | |
| — | |
| — | |
| 369 |
Severance | |
| — | |
| 38 | |
| — | |
| 72 |
Costs related to debt extinguishment | |
| 2,062 | |
| — | |
| 2,062 | |
| — |
Net gain on Tampa property sale | | | (6,767) | | | — | | | (6,767) | | | — |
Tax rate of 23% applied to one-time charges (1) | |
| 886 | |
| (80) | |
| 751 | |
| (173) |
Total one-time charges and the tax effects | |
| (2,966) | |
| 268 | |
| (2,515) | |
| 578 |
Federal and state tax valuation allowances | |
| 1,121 | |
| (968) | |
| 970 | |
| (1,631) |
Adjusted net income | | $ | 1,685 | | $ | 1,328 | | $ | 2,913 | | $ | 3,698 |
Adjusted EPS | | $ | 0.05 | | $ | 0.04 | | $ | 0.10 | | $ | 0.12 |
| (1) | Items are taxed discretely using the Company's blended tax rate. |
9
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, |
| ||||||||
|
| 2021 |
| 2020 |
| 2021 |
| 2020 |
| ||||
Net income | | $ | 3,530 | | $ | 2,028 | | $ | 4,458 | | $ | 4,751 | |
Income tax (benefit) expense | |
| (810) | |
| 980 | |
| (660) | |
| 1,357 | |
Interest expense, net | |
| 2,918 | |
| 1,115 | |
| 3,932 | |
| 2,477 | |
Depreciation and amortization | |
| 6,429 | |
| 7,004 | |
| 12,915 | |
| 13,896 | |
EBITDA (1) | |
| 12,067 | |
| 11,127 | |
| 20,645 | |
| 22,481 | |
Stock-based compensation | | | 1,245 | | | 1,167 | | | 1,628 | | | 1,629 | |
ERP implementation | | | 853 | | | 310 | | | 1,439 | | | 310 | |
ISG initiative | |
| — | |
| — | |
| — | |
| 369 | |
Severance | |
| — | |
| 38 | |
| — | |
| 72 | |
Net gain on Tampa property sale | | | (6,767) | | | — | | | (6,767) | | | — | |
Adjusted EBITDA(2) | | $ | 7,398 | | $ | 12,642 | | $ | 16,945 | | $ | 24,861 | |
Operating income margin | |
| 3.8 | % |
| 2.2 | % |
| 2.5 | % |
| 2.4 | % |
Impact of other income (expense), net | | | — | % | | — | % | | — | % | | — | % |
Impact of depreciation and amortization | |
| 4.4 | % |
| 3.9 | % |
| 4.5 | % |
| 4.0 | % |
Impact of stock-based compensation | | | 0.9 | % | | 0.6 | % | | 0.5 | % | | 0.5 | % |
Impact of ERP implementation | | | 0.6 | % | | 0.2 | % | | 0.5 | % | | 0.1 | % |
Impact of ISG initiative | |
| — | % |
| — | % |
| — | % |
| 0.1 | % |
Impact of severance | |
| — | % |
| — | % |
| — | % |
| — | % |
Impact of net gain on Tampa property sale | | | (4.6) | % | | — | % | | (2.3) | % | | — | % |
Adjusted EBITDA margin(2) | |
| 5.1 | % |
| 6.9 | % |
| 5.7 | % |
| 7.1 | % |
| (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, the ISG initiative, severance and the net gain on the Tampa property sale. Adjusted EBITDA margin is a non-GAAP measure calculated by dividing Adjusted EBITDA by contract revenues. |
10
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, |
| ||||||||
|
| 2021 |
| 2020 |
| 2021 |
| 2020 |
| ||||
Operating income (loss) (1) |
| | 8,606 |
| | 3,810 |
| | (3,040) |
| | 274 | |
Other income (expense), net |
| | 72 |
| | 39 |
| | — |
| | — | |
Depreciation and amortization |
| | 4,322 |
| | 4,744 |
| | 2,107 |
| | 2,260 | |
EBITDA (2) |
| | 13,000 |
| | 8,593 |
| | (933) |
| | 2,534 | |
Stock-based compensation | | | 1,219 | | | 1,128 | | | 26 | | | 39 | |
ERP implementation | | | 379 | | | 155 | | | 474 | | | 155 | |
ISG initiative |
| | — |
| | — |
| | — |
| | — | |
Severance |
| | — |
| | 14 |
| | — |
| | 24 | |
Net gain on Tampa property sale | | | (6,767) | | | — | | | — | | | — | |
Adjusted EBITDA(3) | | $ | 7,831 | | $ | 9,890 | | $ | (433) | | $ | 2,752 | |
Operating income margin | |
| 13.4 | % |
| 4.2 | % |
| (3.7) | % |
| 0.3 | % |
Impact of other income (expense), net | | | 0.1 | % |
| — | % |
| — | % |
| — | % |
Impact of depreciation and amortization | |
| 6.8 | % |
| 5.2 | % |
| 2.6 | % |
| 2.5 | % |
Impact of stock-based compensation | | | 1.9 | % | | 1.2 | % | | — | % | | — | % |
Impact of ERP implementation | | | 0.6 | % | | 0.2 | % | | 0.6 | % | | 0.2 | % |
Impact of ISG initiative | |
| — | % |
| — | % |
| — | % |
| — | % |
Impact of severance | |
| — | % |
| — | % |
| — | % |
| — | % |
Impact of net gain on Tampa property sale | | | (10.6) | % |
| — | % |
| — | % |
| — | % |
Adjusted EBITDA margin (3) | |
| 12.2 | % |
| 10.8 | % |
| (0.5) | % |
| 3.0 | % |
| | | | | | | | | | | | | |
| | Marine | | Concrete |
| ||||||||
| | Six months ended | | Six months ended |
| ||||||||
| | June 30, | | June 30, |
| ||||||||
|
| 2021 |
| 2020 |
| 2021 |
| 2020 |
| ||||
Operating income (loss) (1) |
| | 11,454 |
| | 9,559 |
| | (3,833) |
| | (1,110) | |
Other income (expense), net |
| | 109 |
| | 134 |
| | — |
| | 2 | |
Depreciation and amortization |
| | 8,680 |
| | 9,520 |
| | 4,235 |
| | 4,376 | |
EBITDA (2) |
| | 20,243 |
| | 19,213 |
| | 402 |
| | 3,268 | |
Stock-based compensation | | | 1,570 | | | 1,540 | | | 58 | | | 89 | |
ERP implementation | | | 655 | | | 155 | | | 784 | | | 155 | |
ISG initiative |
| | — |
| | 190 |
| | — |
| | 179 | |
Severance |
| | — |
| | 26 |
| | — |
| | 46 | |
Net gain on Tampa property sale | | | (6,767) | | | — | | | — | | | — | |
Adjusted EBITDA(3) | | $ | 15,701 | | $ | 21,124 | | $ | 1,244 | | $ | 3,737 | |
Operating income margin | |
| 8.3 | % |
| 5.4 | % |
| (2.3) | % |
| (0.5) | % |
Impact of other income (expense), net | | | 0.1 | % |
| 0.1 | % |
| — | % |
| — | % |
Impact of depreciation and amortization | |
| 6.4 | % |
| 5.4 | % |
| 2.6 | % |
| 2.5 | % |
Impact of stock-based compensation | | | 1.2 | % | | 0.9 | % | | — | % | | 0.1 | % |
Impact of ERP implementation | | | 0.5 | % | | — | % | | 0.5 | % | | — | % |
Impact of ISG initiative | |
| — | % |
| 0.1 | % |
| — | % |
| 0.1 | % |
Impact of severance | |
| — | % |
| — | % |
| — | % |
| — | % |
Impact of net gain on Tampa property sale | | | (5.0) | % | | — | % | | — | % | | — | % |
Adjusted EBITDA margin (3) | |
| 11.5 | % |
| 11.9 | % |
| 0.8 | % |
| 2.2 | % |
| (1) | In connection with the preparation of the financial statements for the quarter ended June 30, 2021, the Company has identified and corrected certain immaterial errors in segment reporting for all periods presented. Specifically, certain corporate overhead costs previously recorded to the marine segment as part of operating income (loss) and allocated from the marine segment to the concrete segment below operating income in the other income (expense) line have been allocated from the marine segment to the concrete segment as part of the determination of operating income for each segment. |
| (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, ERP implementation, the ISG initiative, severance and the net gain on the Tampa property sale. Adjusted EBITDA margin is a non-GAAP measure calculated by dividing Adjusted EBITDA by contract revenues. |
11
Orion Group Holdings, Inc. and Subsidiaries
Condensed Statements of Cash Flows Summarized
(In Thousands)
(Unaudited)
| | Three months ended | | Six months ended | ||||||||||
| | June 30, | | June 30, | ||||||||||
|
| 2021 |
| 2020 |
| 2021 |
| 2020 | ||||||
Net income | | $ | 3,530 | | $ | 2,028 | | $ | 4,458 | | $ | 4,751 | ||
Adjustments to remove non-cash and non-operating items | | | 2,609 | | | 9,246 | | | 9,504 | | | 17,828 | ||
Cash flow from net income after adjusting for non-cash and non-operating items | | | 6,139 | | | 11,274 | | | 13,962 | | | 22,579 | ||
Change in operating assets and liabilities (working capital) | | | (3,982) | | | 6,347 | | | (2,687) | | | 10,495 | ||
Cash flows provided by operating activities | | $ | 2,157 | | $ | 17,621 | | $ | 11,275 | | $ | 33,074 | ||
Cash flows provided by (used in) investing activities | | $ | 19,690 | | $ | (1,719) | | $ | 20,462 | | $ | (2,044) | ||
Cash flows used in financing activities | | $ | (24,079) | | $ | (19,081) | | $ | (30,916) | | $ | (21,773) | ||
| | | | | | | | | | | | | ||
Capital expenditures (included in investing activities above) | | $ | (3,097) | | $ | (2,283) | | $ | (4,715) | | $ | (5,036) | ||
12
Orion Group Holdings, Inc. and Subsidiaries
Condensed Statements of Cash Flows
(In Thousands)
(Unaudited)
| | Six months ended June 30, | ||||
|
| 2021 |
| 2020 | ||
Cash flows from operating activities |
| |
|
| |
|
Net income | | $ | 4,458 | | $ | 4,751 |
Adjustments to reconcile net income to net cash used in operating activities: | | | | | | |
Depreciation and amortization | |
| 11,313 | |
| 12,311 |
Amortization of ROU operating leases | |
| 2,794 | |
| 3,066 |
Amortization of ROU finance leases | |
| 1,602 | |
| 1,585 |
Write-off of debt issuance costs upon debt extinguishment | |
| 790 | |
| — |
Amortization of deferred debt issuance costs | |
| 429 | |
| 286 |
Deferred income taxes | |
| (81) | |
| (99) |
Stock-based compensation | |
| 1,628 | |
| 1,629 |
Gain on disposal of assets, net | |
| (8,971) | |
| (1,361) |
Allowance for credit losses | | | — | | | 411 |
Change in operating assets and liabilities, net of effects of acquisitions: | | | | | | |
Accounts receivable | |
| 5,147 | |
| 23,645 |
Income tax receivable | |
| (682) | |
| (97) |
Inventory | |
| 277 | |
| (172) |
Prepaid expenses and other | |
| 337 | |
| 900 |
Contract assets | |
| 9,159 | |
| 5,050 |
Accounts payable | |
| (3,754) | |
| (23,680) |
Accrued liabilities | |
| (5,290) | |
| 2,818 |
Operating lease liabilities | |
| (2,571) | | | (2,721) |
Income tax payable | |
| (538) | |
| (296) |
Contract liabilities | |
| (4,772) | |
| 5,048 |
Net cash provided by operating activities | |
| 11,275 | |
| 33,074 |
Cash flows from investing activities: | | | | | | |
Proceeds from sale of property and equipment | |
| 24,737 | |
| 1,749 |
Purchase of property and equipment | |
| (4,715) | |
| (5,036) |
Contributions to CSV life insurance | |
| — | |
| (99) |
Insurance claim proceeds related to property and equipment | |
| 440 | |
| 1,342 |
Net cash provided by (used in) investing activities | |
| 20,462 | |
| (2,044) |
Cash flows from financing activities: | | | | | | |
Borrowings from Credit Facility | |
| 20,000 | |
| 5,000 |
Payments made on borrowings from Credit Facility | |
| (49,086) | |
| (24,500) |
Payments of finance lease liabilities | |
| (1,675) | |
| (1,858) |
Payments related to tax withholding for stock-based compensation | | | (241) | | | (24) |
Exercise of stock options | |
| 86 | |
| — |
Net cash used in financing activities | |
| (30,916) | |
| (21,773) |
Net change in cash, cash equivalents and restricted cash | |
| 821 | |
| 9,257 |
Cash, cash equivalents and restricted cash at beginning of period | |
| 1,589 | |
| 1,086 |
Cash, cash equivalents and restricted cash at end of period | | $ | 2,410 | | $ | 10,343 |
13
Orion Group Holdings, Inc. and Subsidiaries
Condensed Balance Sheets
(In Thousands, Except Share and Per Share Information)
|
| June 30, |
| December 31, | ||
| | 2021 | | 2020 | ||
| | (Unaudited) | | | | |
ASSETS |
| |
|
| |
|
Current assets: |
| |
|
| |
|
Cash and cash equivalents | | $ | 2,410 | |
| 1,589 |
Accounts receivable: | |
| | |
| |
Trade, net of allowance for credit losses of $323 and $411, respectively | |
| 89,671 | |
| 96,369 |
Retainage | |
| 38,388 | |
| 36,485 |
Income taxes receivable | |
| 1,101 | |
| 419 |
Other current | |
| 66,967 | |
| 59,492 |
Inventory | |
| 2,102 | |
| 1,548 |
Contract assets | |
| 23,112 | |
| 32,271 |
Prepaid expenses and other | |
| 6,973 | |
| 7,229 |
Total current assets | |
| 230,724 | |
| 235,402 |
Property and equipment, net of depreciation | |
| 104,917 | |
| 125,497 |
Operating lease right-of-use assets, net of amortization | |
| 16,204 | |
| 18,874 |
Financing lease right-of-use assets, net of amortization | |
| 12,289 | |
| 12,858 |
Inventory, non-current | |
| 4,839 | |
| 6,455 |
Intangible assets, net of amortization | |
| 9,316 | |
| 10,077 |
Deferred income tax asset | | | 41 | | | 70 |
Other non-current | |
| 4,875 | |
| 4,956 |
Total assets | | $ | 383,205 | | $ | 414,189 |
LIABILITIES AND STOCKHOLDERS’ EQUITY | |
|
| |
|
|
Current liabilities: | |
|
| |
|
|
Current debt, net of issuance costs | | $ | 6,139 | | $ | 4,344 |
Accounts payable: | |
| | |
| |
Trade | |
| 44,189 | |
| 48,252 |
Retainage | |
| 984 | |
| 716 |
Accrued liabilities | |
| 83,638 | |
| 84,637 |
Income taxes payable | |
| 101 | |
| 639 |
Contract liabilities | |
| 28,363 | |
| 33,135 |
Current portion of operating lease liabilities | |
| 4,395 | |
| 4,989 |
Current portion of financing lease liabilities | |
| 2,085 | |
| 3,901 |
Total current liabilities | |
| 169,894 | |
| 180,613 |
Long-term debt, net of debt issuance costs | |
| 294 | |
| 29,523 |
Operating lease liabilities | |
| 12,687 | |
| 14,537 |
Financing lease liabilities | |
| 9,890 | |
| 8,376 |
Other long-term liabilities | |
| 23,316 | |
| 19,837 |
Deferred income tax liability | |
| 97 | |
| 207 |
Interest rate swap liability | |
| — | |
| 1,602 |
Total liabilities | |
| 216,178 | |
| 254,695 |
Stockholders’ equity: | |
|
| |
|
|
Preferred stock -- $0.01 par value, 10,000,000 authorized, none issued | |
| — | |
| — |
Common stock -- $0.01 par value, 50,000,000 authorized, 31,617,998 and 31,171,804 issued; 30,906,767 and 30,460,573 outstanding at June 30, 2021 and December 31, 2020, respectively | |
| 316 | |
| 312 |
Treasury stock, 711,231 shares, at cost, as of June 30, 2021 and December 31, 2020, respectively | |
| (6,540) | |
| (6,540) |
Accumulated other comprehensive loss | |
| — | |
| (1,602) |
Additional paid-in capital | |
| 185,793 | |
| 184,324 |
Retained loss | |
| (12,542) | |
| (17,000) |
Total stockholders’ equity | |
| 167,027 | |
| 159,494 |
Total liabilities and stockholders’ equity | | $ | 383,205 | | $ | 414,189 |
14