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): May 8,
2008
ORION
MARINE GROUP, INC.
(Exact
name of Registrant as specified in its charter)
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Delaware
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333-145588
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26-0097459
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification Number)
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12550
Fuqua St.
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)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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TABLE
OF CONTENTS
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SIGNATURES
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Item
2.02
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Results of Operations and Financial
Condition
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On May 8,
2008, Orion Marine Group, Inc. (the “Company”) issued a press
release announcing operating results for its first quarter ended March 31,
2008.
In
accordance with General Instruction B.2 of Form 8-K, the press release shall not
be deemed “filed” for the purposes of Section 18 of the Exchange Act of 1934 or
otherwise subject to the liabilities of that section, nor shall such information
and exhibit be deemed incorporated by reference into any filing under the
Securities Act or the Securities Exchange Act except as shall be expressly set
forth by specific reference in such a filing.
Item
9.01 Financial Statements and Exhibits
Exhibit
No. Description
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99.1
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Press
Release issued May 8, 2008
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SIGNATURES
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 MARINE GROUP, INC.
/s/ Mark R.
Stauffer
By: Mark
R. Stauffer
Title: Chief
Financial Officer
EXHIBIT
INDEX
Exhibit
No. Description
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99.1
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Press
Release issued May 8,
2008
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Exhibit 99.1
Orion
Marine Group, Inc. Reports First Quarter 2008 Results; First Quarter Record
Revenue
Houston,
Texas, May 8, 2008 -- Orion Marine Group, Inc. (the “Company”) (NASDAQ: OMGI), a
leading heavy civil marine contractor, today reported net income of $2.8 million
($0.13 diluted earnings per share) for the three months ended March 31, 2008,
which compares to net income of $2.8 million ($0.17 diluted earnings per share)
for the same period a year ago. After adjusting 2007 first quarter
net income per share to the current share count, first quarter 2007 net income
would have been $0.13 per diluted share or inline with first quarter 2008 per
share earnings.
“During
the first quarter we laid the foundation to work toward achieving our full year
goals,” said Mike Pearson, Orion Marine Group’s President and Chief Executive
Officer. “Once again, we achieved good overall results for the
quarter. We also continued our expansion program by completing the
asset purchase of Subaqueous Services and began expanding our presence on the
East Coast.”
Highlights
of the Company’s financial first quarter 2008 include:
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·
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First
quarter 2008 contract revenues increased to $52.6 million, up 37.3% as
compared to the first quarter of 2007, and a first quarter
record.
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·
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Gross
profit for the quarter was $10.1 million which represents an increase of
$0.5 million or 5.7% compared with the first quarter of
2007. Gross profit margin for the quarter was 19.2% which is a
decrease of 5.7 points from the first quarter 2007. Gross
profit margin was down due to additional depreciation costs associated
with the recent acquisition, a higher percentage of direct costs during
the quarter, primarily in materials, reflecting the nature of the
contracts in progress, and the utilization of certain cost
contingencies on some
contracts.
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·
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General
and administrative expenses for the first quarter 2008 were $5.8 million
which represents an increase of 41.2% year-over-year primarily due to
amortization costs related to the recent acquisition, a full complement of
public company expenses, and increased stock based compensation
expense.
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·
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The
Company’s first quarter EBITDA was $8.1 million, representing a 15.3%
EBITDA margin.
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“We
continued our revenue growth in the first quarter by reporting the highest first
quarter revenues in the company’s history,” said Mark Stauffer, Orion Marine
Group’s Executive Vice President and Chief Financial Officer. “As we look at the
remainder of 2008, we continue to see robustness in the end markets we serve
with continued strong bidding activity as we remain encouraged about our 2008
goals.”
Backlog
of work under contract as of March 31, 2008 was up 9.4% to $141.8 million as
compared with backlog under contract at March 31, 2007 of $129.6
million. Given the typical duration of the Company’s projects, which
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. 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.
Orion
Marine Group will conduct a telephone briefing to discuss its results for the
first quarter 2008 at 10:00 a.m. Eastern Time/9:00 a.m. Central Time on
Thursday, May 8, 2008. To listen to a live broadcast of this
briefing, visit the Investor Relations section of the Company’s website at www.orionmarinegroup.com.
To participate in the call, please call the Orion Marine Group First Quarter
2008 Earnings Conference Call at 877-440-5804.
A replay
of this briefing will be available on the Web site within 24 hours and will be
archived for at least two weeks.
About
Orion Marine Group
Orion
Marine Group, Inc. provides a broad range of marine construction and specialty
services on, over and under the water along the Gulf Coast, the Atlantic
Seaboard and the Caribbean Basin and acts as a singlesource turnkey solution for
its customers’ marine contracting needs. Its heavy civil marine construction
services include marine transportation facility construction, dredging, repair
and maintenance, bridge building, marine pipeline construction, as well as
specialty services. Its specialty services include salvage, demolition, diving,
surveying, towing and underwater inspection, excavation and repair. The Company
is headquartered in Houston, Texas and has a 75-year legacy of successful
operations.
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 Private Securities
Litigation Reform Act of 1995. 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, assumptions, or goals. In particular, any
statement, express or implied, concerning future operating results or the future
generation of or ability to generate revenues, income, net income, profit 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 (i) estimates and forecasts
of and assumptions regarding gross profit, gross margin, EBITDA, EBITDA margin,
backlog, capital expenditures, and administrative expenses; and (ii) statements
regarding projects or contracts in process, in negotiation, pending award, or
being bid, including associated anticipated revenues and expected or scheduled
completion dates. Forward looking statements involve risks, including those
associated with the Company’s fixed price contracts, dependence on government
contracts and funding, bonding requirements and obligations, government
regulation, and fluctuations in quarterly and other fiscal period operations,
that can cause actual results to differ materially form current
expectations, estimates or forecasts. Moreover, 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.
Please
refer to the Company’s Annual Report on Form 10-K, filed on March 19, 2008,
which is available on its website at www.orionmarinegroup.com
or at the SEC’s EDGAR site 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.
Remainder
of this page blank
Orion
Marine Group, Inc. and Subsidiaries
Consolidated
Statements of Income
(In
thousands, except share and per share information)
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Three Months Ended
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||||||||
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March
31,
2008
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March
31,
2007
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(Unaudited)
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(Unaudited)
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Contract
revenues
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$ | 52,591 | $ | 38,293 | ||||
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Costs
of contract revenues
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42,519 | 28,768 | ||||||
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Gross
profit
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10,072 | 9,525 | ||||||
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Selling,
general and administrative expenses
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5,827 | 4,128 | ||||||
| 4,245 | 5,397 | |||||||
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Interest
income
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(149 | ) | (266 | ) | ||||
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Interest
expense
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126 | 446 | ||||||
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Interest
(income) expense, net
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(23 | ) | 180 | |||||
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Income
before income taxes
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4,268 | 5,217 | ||||||
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Income
tax expense
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1,422 | 1,931 | ||||||
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Net
income
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$ | 2,846 | $ | 3,286 | ||||
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Preferred
dividends
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--- | 518 | ||||||
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Earnings
available for common shareholders
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$ | 2,846 | $ | 2,768 | ||||
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Basic
earnings per share—Common
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$ | 0.13 | $ | 0.17 | ||||
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Diluted
earnings per share—Common
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$ | 0.13 | $ | 0.17 | ||||
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Shares
used to compute earnings per share:
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||||||||
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Basic—Common
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21,468,569 | 16,048,404 | ||||||
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Diluted—Common
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21,845,207 | 16,168,837 | ||||||
Orion
Marine Group, Inc. and Subsidiaries
Supplementary
Financial Information
(In
Thousands)
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Three Months Ended
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||||||||
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March
31,
2008
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March
31,
2007
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(EBITDA
to Net Income reconciliation)
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(Unaudited)
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(Unaudited)
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||||||
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Net
income
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$ | 2,846 | $ | 3,286 | ||||
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Income
tax expense
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1,422 | 1,931 | ||||||
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Interest
(income) expense, net
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(23 | ) | 180 | |||||
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Depreciation
and amortization
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3,810 | 3,162 | ||||||
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EBITDA
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$ | 8,055 | $ | 8,559 | ||||
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Net
cash flow from operating activities
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$ | 8,812 | $ | 2,851 | ||||
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Cash
and cash equivalents
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$ | 15,706 | $ | 18,148 | ||||
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Term
debt outstanding
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$ | 35,000 | $ | 23,548 | ||||
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Capital
Expenditures
(Excluding
assets acquired from Subaqueous Services, Inc.)
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$ | 3,985 | $ | 1,802 | ||||
SOURCE: Orion
Marine Group, Inc.
Orion
Marine Group, Inc.
Mark
Stauffer, Executive Vice President & CFO
Chris
DeAlmeida, Director of Investor Relations
713-852-6506