We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Orion Group Holdings Inc | NYSE:ORN | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-0.11 | -1.45% | 7.48 | 7.77 | 7.44 | 7.66 | 262,765 | 01:00:00 |
þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
DELAWARE
|
26-0097459
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification Number)
|
PART I
|
FINANCIAL INFORMATION
|
|
|
|
Item 1
|
Financial Statements (Unaudited)
|
Page
|
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
Item 2
|
||
|
Item 3
|
||
|
Item 4
|
||
PART II
|
OTHER INFORMATION
|
|
|
|
Item1
|
||
|
Item 1A
|
||
|
Item 2
|
||
|
Item 3
|
||
|
Item 4
|
||
|
Item 5
|
||
|
Item 6
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
September 30,
2017 |
|
December 31,
2016 |
||||
ASSETS
|
(Unaudited)
|
|
(Audited)
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
2,659
|
|
|
$
|
305
|
|
Accounts receivable:
|
|
|
|
||||
Trade, net of allowance of $0 and $0, respectively
|
85,416
|
|
|
92,202
|
|
||
Retainage
|
34,756
|
|
|
40,201
|
|
||
Other current
|
3,768
|
|
|
4,634
|
|
||
Income taxes receivable
|
2,335
|
|
|
133
|
|
||
Inventory
|
5,430
|
|
|
5,392
|
|
||
Deferred tax asset
|
—
|
|
|
2,013
|
|
||
Costs and estimated earnings in excess of billings on uncompleted contracts
|
46,835
|
|
|
39,968
|
|
||
Assets held for sale
|
—
|
|
|
6,375
|
|
||
Prepaid expenses and other
|
2,414
|
|
|
3,885
|
|
||
Total current assets
|
183,613
|
|
|
195,108
|
|
||
Property and equipment, net
|
148,779
|
|
|
158,082
|
|
||
Accounts receivable, non-current
|
—
|
|
|
733
|
|
||
Inventory, non-current
|
3,885
|
|
|
3,998
|
|
||
Goodwill
|
69,470
|
|
|
66,351
|
|
||
Intangible assets, net of amortization
|
19,165
|
|
|
22,032
|
|
||
Other noncurrent
|
1,794
|
|
|
1,372
|
|
||
Total assets
|
$
|
426,706
|
|
|
$
|
447,676
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Current debt, net of debt issuance costs
|
$
|
13,078
|
|
|
$
|
19,188
|
|
Accounts payable:
|
|
|
|
|
|
||
Trade
|
53,283
|
|
|
49,123
|
|
||
Retainage
|
1,405
|
|
|
893
|
|
||
Accrued liabilities
|
18,407
|
|
|
19,946
|
|
||
Taxes payable
|
3,053
|
|
|
689
|
|
||
Billings in excess of costs and estimated earnings on uncompleted contracts
|
34,419
|
|
|
27,681
|
|
||
Total current liabilities
|
123,645
|
|
|
117,520
|
|
||
Long-term debt, net of debt issuance costs
|
66,481
|
|
|
82,077
|
|
||
Other long-term liabilities
|
3,723
|
|
|
2,493
|
|
||
Deferred income taxes
|
11,919
|
|
|
19,000
|
|
||
Interest rate swap liability
|
255
|
|
|
382
|
|
||
Total liabilities
|
206,023
|
|
|
221,472
|
|
||
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
|
|
||
Preferred stock -- $0.01 par value, 10,000,000 authorized, none issued
|
—
|
|
|
—
|
|
||
Common stock -- $0.01 par value, 50,000,000 authorized, 28,911,907 and 28,405,850 issued; 28,200,683 and 27,694,626 outstanding at September 30, 2017 and December 31, 2016, respectively
|
288
|
|
|
283
|
|
||
Treasury stock, 711,231 and 711,231 shares, at cost, as of September 30, 2017 and December 31, 2016, respectively
|
(6,540
|
)
|
|
(6,540
|
)
|
||
Accumulated other comprehensive loss
|
(255
|
)
|
|
(382
|
)
|
||
Additional paid-in capital
|
173,881
|
|
|
171,079
|
|
||
Retained earnings
|
53,309
|
|
|
61,764
|
|
||
Total stockholders’ equity
|
220,683
|
|
|
226,204
|
|
||
Total liabilities and stockholders’ equity
|
$
|
426,706
|
|
|
$
|
447,676
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Contract revenues
|
$
|
140,162
|
|
|
$
|
164,017
|
|
|
$
|
416,339
|
|
|
$
|
433,941
|
|
Costs of contract revenues
|
129,405
|
|
|
139,849
|
|
|
377,200
|
|
|
378,116
|
|
||||
Gross profit
|
10,757
|
|
|
24,168
|
|
|
39,139
|
|
|
55,825
|
|
||||
Selling, general and administrative expenses
|
16,524
|
|
|
15,291
|
|
|
49,031
|
|
|
47,728
|
|
||||
Gain on sale of assets, net
|
(413
|
)
|
|
(654
|
)
|
|
(590
|
)
|
|
(1,260
|
)
|
||||
Operating (loss) income from operations
|
(5,354
|
)
|
|
9,531
|
|
|
(9,302
|
)
|
|
9,357
|
|
||||
Other (expense) income
|
|
|
|
|
|
|
|
|
|
||||||
Other income
|
9
|
|
|
10
|
|
|
30
|
|
|
32
|
|
||||
Interest income
|
11
|
|
|
—
|
|
|
11
|
|
|
1
|
|
||||
Interest expense
|
(1,369
|
)
|
|
(1,578
|
)
|
|
(4,186
|
)
|
|
(4,695
|
)
|
||||
Other expense, net
|
(1,349
|
)
|
|
(1,568
|
)
|
|
(4,145
|
)
|
|
(4,662
|
)
|
||||
(Loss) income before income taxes
|
(6,703
|
)
|
|
7,963
|
|
|
(13,447
|
)
|
|
4,695
|
|
||||
Income tax (benefit) expense
|
(1,666
|
)
|
|
3,224
|
|
|
(4,309
|
)
|
|
1,972
|
|
||||
Net (loss) income
|
$
|
(5,037
|
)
|
|
$
|
4,739
|
|
|
$
|
(9,138
|
)
|
|
$
|
2,723
|
|
|
|
|
|
|
|
|
|
||||||||
Basic (loss) income per share
|
$
|
(0.18
|
)
|
|
$
|
0.17
|
|
|
$
|
(0.33
|
)
|
|
$
|
0.10
|
|
Diluted (loss) income per share
|
$
|
(0.18
|
)
|
|
$
|
0.17
|
|
|
$
|
(0.33
|
)
|
|
$
|
0.10
|
|
Shares used to compute (loss) income per share
|
|
|
|
|
|
|
|
|
|
||||||
Basic
|
27,950,829
|
|
|
27,462,794
|
|
|
27,980,074
|
|
|
27,485,730
|
|
||||
Diluted
|
27,950,829
|
|
|
27,463,987
|
|
|
27,980,074
|
|
|
27,485,730
|
|
|
Three months ended September 30,
|
Nine months ended September 30,
|
||||||||||
|
2017
|
2016
|
2017
|
2016
|
||||||||
Net (loss) income
|
$
|
(5,037
|
)
|
$
|
4,739
|
|
$
|
(9,138
|
)
|
$
|
2,723
|
|
Change in fair value of cash flow hedge, net of tax expense of $14 and net of tax benefit of $85 for the three and nine months ended September 30, 2017, respectively, and net of tax expense of $67 and net of tax benefit of $613 for the three and nine months ended September 30, 2016, respectively
|
17
|
|
271
|
|
127
|
|
(826
|
)
|
||||
Total comprehensive (loss) income
|
$
|
(5,020
|
)
|
$
|
5,010
|
|
$
|
(9,011
|
)
|
$
|
1,897
|
|
|
Common
Stock
|
|
Treasury
Stock
|
|
Accumulated Other Comprehensive
|
Additional
Paid-In
|
Retained
|
|
||||||||||||||||
|
Shares
|
Amount
|
|
Shares
|
Amount
|
|
Income (Loss)
|
Capital
|
Earnings
|
Total
|
||||||||||||||
Balance, December 31, 2016
|
28,405,850
|
|
$
|
283
|
|
|
(711,231
|
)
|
$
|
(6,540
|
)
|
|
$
|
(382
|
)
|
$
|
171,079
|
|
$
|
61,764
|
|
$
|
226,204
|
|
Stock-based compensation
|
—
|
|
$
|
—
|
|
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
1,800
|
|
$
|
—
|
|
$
|
1,800
|
|
Deferred tax adjustment
|
—
|
|
$
|
—
|
|
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
$
|
683
|
|
$
|
683
|
|
Exercise of stock options
|
173,518
|
|
$
|
2
|
|
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
1,005
|
|
$
|
—
|
|
$
|
1,007
|
|
Issuance of restricted stock
|
345,913
|
|
$
|
3
|
|
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
(3
|
)
|
$
|
—
|
|
$
|
—
|
|
Cash flow hedge (net of tax)
|
—
|
|
$
|
—
|
|
|
—
|
|
$
|
—
|
|
|
$
|
127
|
|
$
|
—
|
|
$
|
—
|
|
$
|
127
|
|
Forfeiture of restricted stock
|
(13,374
|
)
|
$
|
—
|
|
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Net loss
|
—
|
|
$
|
—
|
|
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(9,138
|
)
|
$
|
(9,138
|
)
|
Balance, September 30, 2017
|
28,911,907
|
|
$
|
288
|
|
|
(711,231
|
)
|
$
|
(6,540
|
)
|
|
$
|
(255
|
)
|
$
|
173,881
|
|
$
|
53,309
|
|
$
|
220,683
|
|
|
Nine months ended September 30,
|
||||||
|
2017
|
|
2016
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net (loss) income
|
$
|
(9,138
|
)
|
|
$
|
2,723
|
|
Adjustments to reconcile net (loss) income to net cash provided by
|
|
|
|
|
|
||
Operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
22,422
|
|
|
25,765
|
|
||
Deferred financing cost amortization
|
942
|
|
|
921
|
|
||
Deferred income taxes
|
(5,478
|
)
|
|
957
|
|
||
Stock-based compensation
|
1,800
|
|
|
1,842
|
|
||
Gain on sale of property and equipment
|
(590
|
)
|
|
(1,260
|
)
|
||
Change in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
19,930
|
|
|
(24,290
|
)
|
||
Income tax receivable
|
(2,203
|
)
|
|
—
|
|
||
Inventory
|
74
|
|
|
1,241
|
|
||
Prepaid expenses and other
|
1,481
|
|
|
2,127
|
|
||
Costs and estimated earnings in excess of billings on uncompleted contracts
|
(6,859
|
)
|
|
6,888
|
|
||
Accounts payable
|
2,225
|
|
|
(2,638
|
)
|
||
Accrued liabilities
|
(836
|
)
|
|
(1,942
|
)
|
||
Income tax payable
|
2,364
|
|
|
13
|
|
||
Billings in excess of costs and estimated earnings on uncompleted contracts
|
5,721
|
|
|
1,084
|
|
||
Net cash provided by operating activities
|
31,855
|
|
|
13,431
|
|
||
Cash flows from investing activities:
|
|
|
|
|
|
||
Proceeds from sale of property and equipment
|
6,361
|
|
|
1,737
|
|
||
Contributions to CSV life insurance
|
(430
|
)
|
|
(634
|
)
|
||
TAS acquisition adjustment
|
—
|
|
|
(369
|
)
|
||
Acquisition of TBC
|
(6,000
|
)
|
|
—
|
|
||
TBC acquisition adjustment
|
(557
|
)
|
|
—
|
|
||
Purchase of property and equipment
|
(7,234
|
)
|
|
(16,334
|
)
|
||
Net cash used in investing activities
|
(7,860
|
)
|
|
(15,600
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
|
||
Borrowings from Credit Facility
|
52,000
|
|
|
47,000
|
|
||
Payments made on borrowings from Credit Facility
|
(74,438
|
)
|
|
(42,552
|
)
|
||
Loan costs from Credit Facility
|
(210
|
)
|
|
(486
|
)
|
||
Exercise of stock options
|
1,007
|
|
|
8
|
|
||
Net cash (used in) provided by financing activities
|
(21,641
|
)
|
|
3,970
|
|
||
Net change in cash and cash equivalents
|
2,354
|
|
|
1,801
|
|
||
Cash and cash equivalents at beginning of period
|
305
|
|
|
1,345
|
|
||
Cash and cash equivalents at end of period
|
$
|
2,659
|
|
|
$
|
3,146
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||
Cash paid during the period for:
|
|
|
|
|
|
||
Interest
|
$
|
3,232
|
|
|
$
|
3,864
|
|
Taxes (net of refunds)
|
$
|
1,067
|
|
|
$
|
999
|
|
•
|
Revenue recognition from construction contracts;
|
•
|
Allowance for doubtful accounts;
|
•
|
Assessing of goodwill and other long-lived assets for indicators of impairment;
|
•
|
Income taxes;
|
•
|
Self-insurance; and
|
•
|
Stock-based compensation.
|
Accounts receivable
|
$
|
3,239
|
|
Retainage
|
1,860
|
|
|
Fixed assets, net
|
2,098
|
|
|
Other
|
9
|
|
|
Goodwill
|
2,562
|
|
|
Other intangible assets
|
878
|
|
|
Accounts payable
|
(2,017
|
)
|
|
Accrued expenses and other current liabilities
|
(1,080
|
)
|
|
Contingent consideration
|
(456
|
)
|
|
Deferred tax liability
|
(1,093
|
)
|
|
Total Acquisition Consideration at April 9, 2017
|
$
|
6,000
|
|
Working Capital Adjustment (all attributable to Goodwill)
|
557
|
|
|
Total Acquisition Consideration
|
$
|
6,557
|
|
|
Pro Forma Results
|
|||||
|
For the Three Months Ended
|
For the Nine Months Ended
|
||||
|
September 30, 2016
|
September 30, 2016
|
||||
Contract Revenues
|
$
|
171,480
|
|
$
|
458,480
|
|
Operating income from operations
|
$
|
10,025
|
|
$
|
10,575
|
|
Net income
|
$
|
5,061
|
|
$
|
3,494
|
|
Basic income per share
|
$
|
0.18
|
|
$
|
0.13
|
|
Diluted income per share
|
$
|
0.18
|
|
$
|
0.13
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||||||||||||||
|
2017
|
|
|
%
|
|
|
2016
|
|
|
%
|
|
|
2017
|
|
%
|
|
2016
|
|
%
|
||||||||
Federal Government
|
$
|
14,464
|
|
|
10
|
%
|
|
$
|
13,268
|
|
|
8
|
%
|
|
$
|
52,556
|
|
|
13
|
%
|
|
$
|
25,200
|
|
|
6
|
%
|
State Governments
|
9,185
|
|
|
7
|
%
|
|
13,285
|
|
|
8
|
%
|
|
33,910
|
|
|
8
|
%
|
|
29,114
|
|
|
7
|
%
|
||||
Local Government
|
28,246
|
|
|
20
|
%
|
|
29,718
|
|
|
18
|
%
|
|
72,802
|
|
|
17
|
%
|
|
71,865
|
|
|
17
|
%
|
||||
Private Companies
|
88,267
|
|
|
63
|
%
|
|
107,746
|
|
|
66
|
%
|
|
257,071
|
|
|
62
|
%
|
|
307,762
|
|
|
70
|
%
|
||||
Total contract revenues
|
$
|
140,162
|
|
|
100
|
%
|
|
$
|
164,017
|
|
|
100
|
%
|
|
$
|
416,339
|
|
|
100
|
%
|
|
$
|
433,941
|
|
|
100
|
%
|
|
September 30,
2017 |
|
December 31,
2016 |
||||
Costs incurred on uncompleted contracts
|
$
|
771,246
|
|
|
$
|
802,140
|
|
Estimated earnings
|
121,554
|
|
|
143,975
|
|
||
|
892,800
|
|
|
946,115
|
|
||
Less: Billings to date
|
(880,384
|
)
|
|
(933,828
|
)
|
||
|
$
|
12,416
|
|
|
$
|
12,287
|
|
Included in the accompanying condensed consolidated balance sheet under the following captions:
|
|
|
|
|
|
||
Costs and estimated earnings in excess of billings on uncompleted contracts
|
$
|
46,835
|
|
|
$
|
39,968
|
|
Billings in excess of costs and estimated earnings on uncompleted contracts
|
(34,419
|
)
|
|
(27,681
|
)
|
||
|
$
|
12,416
|
|
|
$
|
12,287
|
|
|
September 30,
2017 |
|
December 31,
2016 |
||||
Automobiles and trucks
|
$
|
2,100
|
|
|
$
|
2,525
|
|
Building and improvements
|
37,928
|
|
|
37,269
|
|
||
Construction equipment
|
164,843
|
|
|
165,023
|
|
||
Vessels and other equipment
|
85,569
|
|
|
88,659
|
|
||
Office equipment
|
7,650
|
|
|
7,125
|
|
||
|
298,090
|
|
|
300,601
|
|
||
Less: accumulated depreciation
|
(189,014
|
)
|
|
(181,293
|
)
|
||
Net book value of depreciable assets
|
109,076
|
|
|
119,308
|
|
||
Construction in progress
|
1,416
|
|
|
543
|
|
||
Land
|
38,287
|
|
|
38,231
|
|
||
|
$
|
148,779
|
|
|
$
|
158,082
|
|
•
|
Level 1- fair values are based on observable inputs such as quoted prices in active markets for identical assets or liabilities;
|
•
|
Level 2 - fair values are based on pricing inputs other than quoted prices in active markets for identical assets and liabilities and are either directly or indirectly observable as of the measurement date; and
|
•
|
Level 3- fair values are based on unobservable inputs in which little or no market data exists.
|
|
|
Fair Value Measurements
|
|||||||
|
Carrying Value
|
Level 1
|
Level 2
|
Level 3
|
|||||
September 30, 2017
|
|
|
|
|
|||||
Assets:
|
|
|
|
|
|||||
Cash surrender value of life insurance policy
|
$
|
1,619
|
|
—
|
|
1,619
|
|
—
|
|
Liabilities:
|
|
|
|
|
|||||
Derivatives
|
$
|
405
|
|
—
|
|
405
|
|
—
|
|
December 31, 2016
|
|
|
|
|
|||||
Assets:
|
|
|
|
|
|||||
Cash surrender value of life insurance policy
|
$
|
1,188
|
|
—
|
|
1,188
|
|
—
|
|
Liabilities:
|
|
|
|
|
|||||
Derivatives
|
$
|
447
|
|
—
|
|
447
|
|
—
|
|
|
September 30,
2017 |
|
December 31,
2016 |
||||
Beginning balance, January 1
|
$
|
66,351
|
|
|
$
|
65,982
|
|
Additions
|
3,119
|
|
|
369
|
|
||
Ending balance
|
$
|
69,470
|
|
|
$
|
66,351
|
|
|
Nine months ended September 30,
|
||||||
|
2017
|
|
2016
|
||||
Intangible assets, January 1
|
$
|
34,362
|
|
|
$
|
34,362
|
|
Additions
|
878
|
|
|
—
|
|
||
Total intangible assets, end of period
|
35,240
|
|
|
34,362
|
|
||
|
|
|
|
|
|||
Accumulated amortization, January 1
|
$
|
(19,220
|
)
|
|
$
|
(11,933
|
)
|
Current year amortization
|
(3,745
|
)
|
|
(5,466
|
)
|
||
Total accumulated amortization
|
(22,965
|
)
|
|
(17,399
|
)
|
||
|
|
|
|
|
|||
Net intangible assets, end of period
|
$
|
12,275
|
|
|
$
|
16,963
|
|
2017
|
$
|
992
|
|
2018
|
3,389
|
|
|
2019
|
2,640
|
|
|
2020
|
2,069
|
|
|
2021
|
1,521
|
|
|
Thereafter
|
1,664
|
|
|
|
$
|
12,275
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||
Accrued salaries, wages and benefits
|
$
|
10,544
|
|
|
$
|
10,818
|
|
Accrual for insurance liabilities
|
4,826
|
|
|
5,223
|
|
||
Property taxes
|
1,354
|
|
|
1,615
|
|
||
Sales taxes
|
1,561
|
|
|
1,722
|
|
||
Interest
|
10
|
|
|
19
|
|
||
Other accrued expenses
|
112
|
|
|
549
|
|
||
Total accrued liabilities
|
$
|
18,407
|
|
|
$
|
19,946
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||||||||||||||
|
Principal
|
Debt Issuance Costs
(1)
|
Total
|
|
Principal
|
Debt Issuance Costs
(1)
|
Total
|
||||||||||||
Revolving line of credit
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
8,000
|
|
$
|
(252
|
)
|
$
|
7,748
|
|
Term loan - current
|
13,500
|
|
(422
|
)
|
13,078
|
|
|
11,813
|
|
(373
|
)
|
11,440
|
|
||||||
Total current debt
|
13,500
|
|
(422
|
)
|
13,078
|
|
|
19,813
|
|
(625
|
)
|
19,188
|
|
||||||
Term loan - long-term
|
68,625
|
|
(2,144
|
)
|
66,481
|
|
|
84,750
|
|
(2,673
|
)
|
82,077
|
|
||||||
Total debt
|
$
|
82,125
|
|
$
|
(2,566
|
)
|
$
|
79,559
|
|
|
$
|
104,563
|
|
$
|
(3,298
|
)
|
$
|
101,265
|
|
2017
|
$
|
3,375
|
|
2018
|
13,500
|
|
|
2019
|
15,188
|
|
|
2020
|
50,062
|
|
|
|
$
|
82,125
|
|
•
|
A consolidated Fixed Charge Coverage Ratio as of the end of any fiscal quarter to not be less than
1.25
to 1.00.
|
•
|
A consolidated Leverage Ratio to not exceed the following during each noted period:
|
|
Three months ended September 30,
|
Nine months ended September 30,
|
||||||
|
2017
|
2016
|
2017
|
2016
|
||||
Basic:
|
|
|
|
|
||||
Weighted average shares outstanding
|
27,950,829
|
|
27,462,794
|
|
27,980,074
|
|
27,485,730
|
|
Diluted:
|
|
|
|
|
||||
Total basic weighted average shares outstanding
|
27,950,829
|
|
27,462,794
|
|
27,980,074
|
|
27,485,730
|
|
Effect of dilutive securities:
|
|
|
|
|
||||
Common stock options
|
—
|
|
1,193
|
|
—
|
|
—
|
|
Total weighted average shares outstanding assuming dilution
|
27,950,829
|
|
27,463,987
|
|
27,980,074
|
|
27,485,730
|
|
Anti-dilutive stock options
|
—
|
|
2,491,502
|
|
—
|
|
2,304,701
|
|
Shares of common stock issued from the exercise of stock options
|
13,710
|
|
—
|
|
173,518
|
|
3,924
|
|
Grant-date fair value
|
$
|
2.44
|
|
Risk-free interest rate
|
1.46
|
%
|
|
Expected volatility
|
48.2
|
%
|
|
Expected term of options (in years)
|
3.0
|
|
|
Dividend yield
|
—
|
%
|
|
Three months ended September 30, 2017
|
Three months ended September 30, 2016
|
Nine months ended September 30, 2017
|
Nine months ended September 30, 2016
|
||||||||
Marine Construction
|
|
|
|
|
||||||||
Contract revenues
|
$
|
68,383
|
|
$
|
82,169
|
|
$
|
197,566
|
|
$
|
224,550
|
|
Operating loss
|
(9,837
|
)
|
3,272
|
|
(26,160
|
)
|
(1,082
|
)
|
||||
Depreciation and amortization expense
|
(5,075
|
)
|
(5,547
|
)
|
(15,417
|
)
|
(15,790
|
)
|
||||
|
|
|
|
|
||||||||
Total Assets
|
$
|
248,960
|
|
$
|
306,788
|
|
$
|
248,960
|
|
$
|
306,788
|
|
Property, Plant and Equipment, net
|
131,630
|
|
146,361
|
|
131,630
|
|
$
|
146,361
|
|
|||
|
|
|
|
|
||||||||
Concrete Construction
|
|
|
|
|
||||||||
Contract revenues
|
$
|
71,779
|
|
$
|
81,848
|
|
$
|
218,773
|
|
$
|
209,391
|
|
Operating income
|
4,483
|
|
6,259
|
|
16,858
|
|
10,439
|
|
||||
Depreciation and amortization expense
|
(2,229
|
)
|
(3,015
|
)
|
(7,005
|
)
|
(9,975
|
)
|
||||
|
|
|
|
|
||||||||
Total Assets
|
$
|
177,746
|
|
$
|
161,419
|
|
$
|
177,746
|
|
$
|
161,419
|
|
Property, Plant and Equipment, net
|
17,149
|
|
14,882
|
|
17,149
|
|
14,882
|
|
•
|
completeness and accuracy of the original bid;
|
•
|
increases in commodity prices such as concrete, steel and fuel;
|
•
|
customer delays, work stoppages, and other costs due to weather and environmental restrictions;
|
•
|
availability and skill level of workers; and
|
•
|
a change in availability and proximity of equipment and materials.
|
•
|
General demand to repair and improve degrading U. S. marine infrastructure;
|
•
|
Improving economic conditions and increased activity in the petrochemical industry and energy related companies will necessitate capital expenditures, including larger projects, as well as maintenance call-out work;
|
•
|
Expected increases in cargo volume and future demands from larger ships transiting the Panama Canal that will require ports along the Gulf Coast and Atlantic Seaboard to expand port infrastructure as well as perform additional dredging services;
|
•
|
The Water Resources Reform and Development Act (the "WRRDA Act") authorizing expenditures for the conservation and development of the nation's waterways, as well as addressing funding deficiencies within the Harbor Maintenance Trust Fund;
|
•
|
Renewed focus on coastal rehabilitation along the Gulf Coast, particularly through the use of RESTORE Act funds based on fines collected related to the 2010 Gulf of Mexico oil spill; and
|
•
|
Funding for highways and transportation under the FAST Act, which provides authority through 2020.
|
|
Three months ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
||||||||||
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
||||||
|
(dollar amounts in thousands)
|
||||||||||||
Contract revenues
|
$
|
140,162
|
|
|
100.0
|
%
|
|
$
|
164,017
|
|
|
100.0
|
%
|
Cost of contract revenues
|
129,405
|
|
|
92.3
|
%
|
|
139,849
|
|
|
85.3
|
%
|
||
Gross profit
|
10,757
|
|
|
7.7
|
%
|
|
24,168
|
|
|
14.7
|
%
|
||
Selling, general and administrative expenses
|
16,524
|
|
|
11.8
|
%
|
|
15,291
|
|
|
9.3
|
%
|
||
Gain on sale of assets, net
|
(413
|
)
|
|
(0.3
|
)%
|
|
(654
|
)
|
|
(0.4
|
)%
|
||
Operating (loss) income from operations
|
(5,354
|
)
|
|
(3.8
|
)%
|
|
9,531
|
|
|
5.8
|
%
|
||
Other (expense) income
|
|
|
|
|
|
|
|
|
|
||||
Other income
|
9
|
|
|
—
|
%
|
|
10
|
|
|
—
|
%
|
||
Interest income
|
11
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
||
Interest expense
|
(1,369
|
)
|
|
(1.0
|
)%
|
|
(1,578
|
)
|
|
(0.9
|
)%
|
||
Other expense, net
|
(1,349
|
)
|
|
(1.0
|
)%
|
|
(1,568
|
)
|
|
(0.9
|
)%
|
||
(Loss) income before income taxes
|
(6,703
|
)
|
|
(4.8
|
)%
|
|
7,963
|
|
|
4.9
|
%
|
||
Income tax (benefit) expense
|
(1,666
|
)
|
|
(1.2
|
)%
|
|
3,224
|
|
|
2.0
|
%
|
||
Net (loss) income
|
$
|
(5,037
|
)
|
|
(3.6
|
)%
|
|
$
|
4,739
|
|
|
2.9
|
%
|
|
Nine months ended September 30,
|
||||||||||
|
2017
|
|
2016
|
||||||||
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
||||
|
(dollar amounts in thousands)
|
||||||||||
Contract revenues
|
$
|
416,339
|
|
|
100.0%
|
|
$
|
433,941
|
|
|
100.0%
|
Cost of contract revenues
|
377,200
|
|
|
90.6%
|
|
378,116
|
|
|
87.1%
|
||
Gross profit
|
39,139
|
|
|
9.4%
|
|
55,825
|
|
|
12.9%
|
||
Selling, general and administrative expenses
|
49,031
|
|
|
11.8%
|
|
47,728
|
|
|
11.0%
|
||
Gain on sale of assets, net
|
(590
|
)
|
|
(0.1)%
|
|
(1,260
|
)
|
|
(0.3)%
|
||
Operating (loss) income from operations
|
(9,302
|
)
|
|
(2.3)%
|
|
9,357
|
|
|
2.2%
|
||
Other (expense) income
|
|
|
|
|
|
|
|
||||
Other income
|
30
|
|
|
—%
|
|
32
|
|
|
—%
|
||
Interest income
|
11
|
|
|
—%
|
|
1
|
|
|
—%
|
||
Interest expense
|
(4,186
|
)
|
|
(1.0)%
|
|
(4,695
|
)
|
|
(1.1)%
|
||
Other expense, net
|
(4,145
|
)
|
|
(1.0)%
|
|
(4,662
|
)
|
|
(1.1)%
|
||
(Loss) income before income taxes
|
(13,447
|
)
|
|
(3.3)%
|
|
4,695
|
|
|
1.1%
|
||
Income tax (benefit) expense
|
(4,309
|
)
|
|
(1.0)%
|
|
1,972
|
|
|
0.5%
|
||
Net (loss) income
|
$
|
(9,138
|
)
|
|
(2.3)%
|
|
$
|
2,723
|
|
|
0.6%
|
|
Three months ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
||||||||||
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
||||||
|
(dollar amounts in thousands)
|
||||||||||||
Contract revenues
|
|
|
|
|
|
|
|
||||||
Marine Construction Segment
|
$
|
68,383
|
|
|
48.8
|
%
|
|
$
|
82,169
|
|
|
50.1
|
%
|
Concrete Construction Segment
|
71,779
|
|
|
51.2
|
%
|
|
81,848
|
|
|
49.9
|
%
|
||
Total
|
$
|
140,162
|
|
|
100.0
|
%
|
|
$
|
164,017
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
||||||
Operating (loss) income
|
|
|
|
|
|
|
|
||||||
Marine Construction Segment
|
$
|
(9,837
|
)
|
|
(14.4
|
)%
|
|
$
|
3,272
|
|
|
4.0
|
%
|
Concrete Construction Segment
|
4,483
|
|
|
6.2
|
%
|
|
6,259
|
|
|
7.6
|
%
|
||
Total
|
$
|
(5,354
|
)
|
|
|
|
$
|
9,531
|
|
|
|
|
Nine months ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
||||||||||
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
||||||
|
(dollar amounts in thousands)
|
||||||||||||
Contract revenues
|
|
|
|
|
|
|
|
||||||
Marine Construction Segment
|
$
|
197,566
|
|
|
47.5
|
%
|
|
$
|
224,550
|
|
|
51.7
|
%
|
Concrete Construction Segment
|
$
|
218,773
|
|
|
52.5
|
%
|
|
$
|
209,391
|
|
|
48.3
|
%
|
Total
|
$
|
416,339
|
|
|
100.0
|
%
|
|
$
|
433,941
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
||||||
Operating (loss) income
|
|
|
|
|
|
|
|
||||||
Marine Construction Segment
|
(26,160
|
)
|
|
(13.2
|
)%
|
|
(1,082
|
)
|
|
(0.5
|
)%
|
||
Concrete Construction Segment
|
16,858
|
|
|
7.7
|
%
|
|
10,439
|
|
|
5.0
|
%
|
||
Total
|
$
|
(9,302
|
)
|
|
|
|
$
|
9,357
|
|
|
|
|
Nine months ended September 30,
|
|||||
|
2017
|
2016
|
||||
Cash flows provided by operating activities
|
$
|
31,855
|
|
$
|
13,431
|
|
Cash flows used in investing activities
|
$
|
(7,860
|
)
|
$
|
(15,600
|
)
|
Cash flows (used in) provided by financing activities
|
$
|
(21,641
|
)
|
$
|
3,970
|
|
|
|
|
||||
Capital expenditures (included in investing activities above)
|
$
|
(7,234
|
)
|
$
|
(16,334
|
)
|
•
|
A consolidated Fixed Charge Coverage Ratio as of the end of any fiscal quarter to be less than
1.25
to 1.00.
|
•
|
A consolidated Leverage Ratio to not exceed the following during each noted period:
|
•
|
Evaluation of Disclosure Controls and Procedures.
As required, the Company’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, have conducted an evaluation of the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this quarterly report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company's disclosure controls and procedures are effective.
|
•
|
Changes in Internal Controls.
There have been no changes in our internal controls over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
|
Exhibit
|
|
|
Number
|
|
Description
|
|
||
|
Stock Purchase Agreement dated April 9, 2017 by and among Anthony James Bagliore III and Lori Sue Bagliore and T.A.S. Commercial Concrete Construction, LLC (Schedules, exhibits and similar attachments to the Agreement that are not material have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish supplementally a copy of any omitted schedule, exhibit or similar attachment to the SEC upon request) (incorporated herein by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 13, 2017 (File No. 1-33891)).
|
|
|
Amended and Restated Certificate of Incorporation of Orion Group Holdings, Inc. (incorporated herein by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, filed with the Securities and Exchange Commission on August 5, 2016 (File No. 1-33891)).
|
|
|
Amended and Restated Bylaws of Orion Group Holdings, Inc. (incorporated herein by reference to Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, filed with the Securities and Exchange Commission on August 5, 2016 (File No. 1-33891)).
|
|
|
Registration Rights Agreement by and between Friedman, Billings, Ramsey & Co., Inc. and Orion Marine Group, Inc. dated May 17, 2007 (incorporated herein by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 20, 2007 (File No. 333-145588)).
|
|
|
Credit Agreement dated as of August 5, 2015 among Orion Marine Group, Inc. as Borrower, Certain Subsidiaries of the Borrower Party Hereto From Time to Time, as Guarantors, The Lenders Party Hereto, Regions Bank, as Administrative Agent and Collateral Agent, and Bank of America, N.A., BOKF, NA DBA Bank of Texas, and Branch Banking and Trust Company, as Co-Syndication Agents, Regions Capital Markets, a division of Regions Bank, as Lead Arranger and Book Manager (incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, filed with the Securities and Exchange Commission on August 7, 2015 (File No. 1-33982)).
|
|
|
First amendment, effective March 31, 2016, to the Credit Agreement dated as of August 5, 2015 among Orion Marine Group, Inc. as Borrower, Certain Subsidiaries of the Borrower Party Hereto From Time to Time, as Guarantors, The Lenders Party Hereto, Regions Bank, as Administrative Agent and Collateral Agent, and Bank of America, N.A., BOKF, NA DBA Bank of Texas, and Branch Banking and Trust Company, as Co-Syndication Agents, Regions Capital Markets, a division of Regions Bank, as Lead Arranger and Book Manager (incorporated herein by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, filed with the Securities and Exchange Commission on May 6, 2016 (File No. 1-33892)).
|
|
|
Second amendment, effective June 30, 2017, to the Credit Agreement dated as of August 5, 2015 among Orion Marine Group, Inc. as Borrower, Certain Subsidiaries of the Borrower Party Hereto From Time to Time, as Guarantors, the Lenders Party Hereto, Regions Bank, as Administrative Agent and Collateral Agent, and Bank of America, N.A., BOKF, NA DBA Bank of Texas, and Branch Banking and Trust Company, as Co-syndication Agents, Regions Capital Markets, a division of Regions Bank, as Lead Arranger and Book Manager (incorporated herein by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, filed with the Securities and Exchange Commission on August 3, 2017 (File No. 1-33891)).
|
|
*
10.4
|
|
Third amendment, effective September 30, 2017, to the Credit Agreement dated as of August 5, 2015 among Orion Marine Group, Inc. as Borrower, Certain Subsidiaries of the Borrower Party Hereto From Time to Time, as Guarantors, the Lenders Party Hereto, Regions Bank, as Administrative Agent and Collateral Agent, and Bank of America, N.A., BOKF, NA DBA Bank of Texas, and Branch Banking and Trust Company, as Co-syndication Agents, Regions Capital Markets, a division of Regions Bank, as Lead Arranger and Book Manager
|
|
Certification of the Chief Executive Officer Pursuant to Rules 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
Certification of the Chief Financial Officer Pursuant to Rules 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
Certification of the Chief Executive Officer and the Chief Financial Officer pursuant to Title 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
101.INS
|
|
XBRL Instance Document.
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
|
* filed herewith
|
||
† management or compensatory arrangement
|
|
ORION GROUP HOLDINGS, INC.
|
|
|
|
|
By:
|
/s/ Mark R. Stauffer
|
November 9, 2017
|
Mark R. Stauffer
|
|
President and Chief Executive Officer
|
|
|
By:
|
/s/ Christopher J. DeAlmeida
|
November 9, 2017
|
Christopher J. DeAlmeida
|
|
Executive Vice President and Chief Financial Officer
|
1 Year Orion Chart |
1 Month Orion Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions