0001402829false00014028292024-10-302024-10-30

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): October 30, 2024

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)

Title of Each Class

    

Trading Symbol(s)

    

Name of Each Exchange
on Which Registered

Common stock, $0.01 par value per share

ORN

The New York Stock Exchange

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 October 30, 2024, Orion Group Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the third quarter ended September 30, 2024. A copy of the press release is attached to this Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

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, except as expressly set forth by specific reference in such filing.

Use of Non-GAAP Financial Information

To help understand the Company’s financial performance, the Company has supplemented its financial results that it provides in accordance with generally accepted accounting principles (“GAAP”) with non-GAAP financial measures. Such financial measures include Adjusted Net Income (Loss), Adjusted Earnings (Loss) Per Common Share, earnings before interest, taxes, depreciation and amortization (“EBITDA”), Adjusted EBITDA, and Adjusted EBITDA Margin.

We believe these non-GAAP financial measures are frequently used by investors, securities analysts and other parties in the evaluation of our performance and liquidity with that of other companies in our industry. Management uses these measures to evaluate our operating performance, liquidity and capital structure. In addition, our incentive compensation plan measures performance based on our consolidated EBITDA, along with other factors. The methods we use to produce these non-GAAP financial measures may differ from methods used by other companies. These measures should be considered in addition to, not as a substitute for, financial measures prepared in accordance with GAAP. Applicable reconciliations to the nearest GAAP financial measure of each non-GAAP financial measure are included in the attached Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Press Release of Orion Group Holdings, Inc. dated October 30, 2024.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

EXHIBIT INDEX

Exhibit No.

Description

Press Release of Orion Group Holdings, Inc. dated October 30, 2024.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: October 30, 2024

By:

/s/ Travis J. Boone

President and Chief Executive Officer

Graphic

EXHIBIT 99.1

ORION GROUP HOLDINGS REPORTS

THIRD QUARTER 2024 RESULTS

HOUSTON – October 30, 2024 – Orion Group Holdings, Inc. (NYSE: ORN) (the “Company”), a leading specialty construction company, today reported its financial results for the third quarter ended September 30, 2024.

Highlights for the quarter ended September 30, 2024:  

Contract revenues of $226.7 million
GAAP net income of $4.3 million or $0.12 per diluted share
Adjusted net income of $5.6 million or $0.16 per diluted share
Adjusted EBITDA of $15.2 million
Cash flow from operations of $35.2 million
Backlog and contracted or awarded subsequent to quarter end totaled $806.7 million

See definitions and reconciliation of non-GAAP measures elsewhere in this release.

Management Commentary

“I am pleased to report that our team delivered a strong third quarter, including 35% contract revenue growth, 62% Adjusted EBITDA growth, and cash flow from operations of $37.5 million. In the beginning of the year, we said that we expected momentum to pick up in the back half of the year and that played out in the third quarter,” said Travis Boone, CEO of Orion Group Holdings. “Our top line growth was largely driven by the Pearl Harbor and Grand Bahama Shipyard Dry Dock projects in addition to several projects that began this summer. Our third quarter results demonstrate the level of profitability our business can generate as we scale and grow. For the full year, we are on target to deliver Adjusted EBITDA within our previously communicated guidance range of $40 million to $45 million for 2024, which would greatly exceed our Adjusted EBITDA over the last several years.”

“Looking ahead, we are excited about our future. We continue to see indicators of increasing market demand for our specialty marine and concrete services funded by both the government and private sector. From the Department of Defense’s investment to protect U.S. interests in the Pacific, to Infrastructure Investment and Jobs Act funds beginning to trickle down into construction hands, there is significant marine project work to pursue and win over the coming years. On the Concrete side of the business, data centers continue to generate significant opportunities while a lower interest rate and cost of capital may also stimulate commercial construction in our key Houston and Dallas markets, which continue to be growth centers. With our highly-skilled teams, improved business fundamentals, and strengthened balance sheet, we are well positioned to capitalize on the opportunities ahead,” concluded Boone.

Third Quarter 2024 Results

Contract revenues of $226.7 million increased $58.2 million or 34.5% from $168.5 million in the third quarter last year, primarily due to an increase in Marine segment revenue related to the Pearl Harbor drydock project, partially

1


offset by lower Concrete segment revenue due to our deliberate efforts to adhere to disciplined bidding standards to win quality work at attractive margins.

Gross profit increased to $27.1 million or 11.9% of revenue, up from $19.1 million or 11.3% of revenue in the third quarter of 2023. The increase in gross profit dollars and margin was primarily driven by improved pricing of projects in both segments stemming from higher quality projects and improved execution.

Selling, general and administrative (“SG&A”) expenses were $20.8 million, up from $17.1 million in the third quarter of 2023. As a percentage of total contract revenues, SG&A expenses decreased to 9.2% from 10.2%. The increase in SG&A dollars reflected an increase in compensation expense, business development spending and legal expenses.

Net income for the third quarter was $4.3 million ($0.12 per diluted share) compared to a net loss of $0.7 million ($0.02 per diluted share) in the third quarter of 2023.

Third quarter 2024 net income included $1.4 million ($0.04 diluted income per share) of non-recurring items. Third quarter 2024 adjusted net income was $5.6 million ($0.16 diluted income per share).

EBITDA for the third quarter of 2024 was $13.5 million, representing a 5.9% EBITDA margin, as compared to EBITDA of $8.7 million, or a 5.2% EBITDA margin in the third quarter last year. Adjusted EBITDA increased to $15.2 million, or a 6.7% Adjusted EBITDA margin. This compares to Adjusted EBITDA of $9.4 million, or 5.6% Adjusted EBITDA margin in the prior year period.

Backlog

Total backlog at September 30, 2024 was $690.5 million, compared to $758.4 million at June 30, 2024 and $877.5 million at September 30, 2023. Backlog for the Marine segment was $537.0 million at September 30, 2024, compared to $567.1 million at June 30, 2024 and $699.9 million at September 30, 2023. Backlog for the Concrete segment was $153.5 million at September 30, 2024, compared to $191.3 million at June 30, 2024 and $177.6 million at September 30, 2023.

Recent Contract Wins

Subsequent to the quarter end, the Company was awarded $116 million in new contract awards. Orion Marine in the Pacific Region was awarded a $30.6 million marine subcontract to support Skanska USA to perform phased temporary trestle activities for the SR 520, I-5 to Montlake, Portage Bay Bridge project. The owner is the Washington State Department of Transportation.  This work is expected to begin in the fourth quarter of 2024 with a construction duration of approximately six months for the first phase.

In addition, the Orion Marine Gulf operation will be performing Turning Basin North Wharf 16 Bulkhead Repairs for the Port of Houston, an $8.5 million contract, with a start date in the fourth quarter of 2024 with an expected completion in the middle of 2025.

In the Concrete business, Orion was awarded a $18.2 million contract as a subcontractor to Harvey Builders, for the Ritz Carlton Residences in The Woodlands, Texas.  The project is expected to begin in the fourth quarter of 2024 with an expected duration of approximately two years.

Balance Sheet Update

On September 12, 2024, the Company raised $26.5 million in net proceeds from a 5.6 million share offering, which included the exercise in full of the underwriter’s overallotment option, at $5.15 per share. The Company will use the net proceeds from this offering for working capital and general corporate purposes, including the continued repayment of indebtedness under its credit agreement.

2


As of September 30, 2024, current assets were $281.0 million, including unrestricted cash and cash equivalents of $28.3 million. Total debt outstanding as of September 30, 2024 was $28.0 million. At the end of the quarter, the Company had no outstanding borrowings under its revolving credit facility.

Conference Call Details

Orion Group Holdings will host a conference call to discuss results for the third quarter 2024 at 9:00 a.m. Eastern Time/8:00 a.m. Central Time on Thursday, October 31, 2024. To participate, please call (844) 481-2994 and ask for the Orion Group Holdings Conference Call. A live audio webcast of the call will also be available on the Investor Relations section of Orion’s website at https://www.oriongroupholdingsinc.com/investor/ and will be archived for replay.

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, Hawaii, 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 place and finish, site prep, layout, forming, and rebar placement for large commercial, structural and other associated business areas. The Company is headquartered in Houston, Texas with regional offices throughout its operating areas. The Company’s website is located at: https://www.oriongroupholdingsinc.com.

Backlog Definition

Backlog consists of projects under contract that have either (a) not been started, or (b) are in progress but are 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. The typical duration of the Company’s projects ranges from three to nine months on shorter projects to multiple years on larger projects. The Company's backlog at any point in time includes both revenue it expects to realize during the next twelve-month period as well as revenue it expects to realize in future years.

Non-GAAP Financial Measures

This press release includes the financial measures “adjusted net income/loss,” “adjusted earnings/loss 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/loss and adjusted earnings/loss per share should not be viewed as an equivalent financial measure to net income/loss or earnings/loss per share. Adjusted net income/loss and adjusted earnings/loss per share exclude certain items that management believes impair a meaningful evaluation of the Company’s financial performance. The Company believes these adjusted financial measures are a useful supplement to earnings/loss calculated in accordance with GAAP because they better inform our common stockholders as to 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.

3


Orion Group Holdings defines EBITDA as net income/loss before net interest expense, income taxes, depreciation and amortization. Adjusted EBITDA is calculated by adjusting EBITDA for certain items that management believes impair 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 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 GAAP, or as a measure of the Company's profitability or liquidity.

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 “safe harbor” provisions of Section 27A of the Securities Exchange Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, of which provisions the Company is availing itself. Certain forward-looking statements can be identified by the use of forward-looking terminology, such as 'believes', 'expects', 'may', 'will', 'could', 'should', 'seeks', 'approximately', 'intends', 'plans', 'estimates', or 'anticipates', or the negative thereof or other comparable terminology, or by discussions of strategy, plans, objectives, intentions, estimates, forecasts, outlook, assumptions, or goals. In particular, statements regarding future operations or results, including those set forth in this 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 or maintain compliance with debt covenants, and including any estimates, forecasts or assumptions regarding future revenues or revenue growth, are forward-looking statements. Forward-looking statements also include project award announcements, estimated project start dates, ramp-up of contract activity, 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. Considering 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, except as required by law.

4


Please refer to the Company's 2023 Annual Report on Form 10-K, filed on March 1, 2024 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.

Contacts:

Financial Profiles, Inc.

Margaret Boyce 310-622-8247

orn@finprofiles.com

5


Orion Group Holdings, Inc. and Subsidiaries

Condensed Statements of Operations

(In Thousands, Except Share and Per Share Information)

(Unaudited)

Three months ended

Nine months ended

September 30, 

September 30, 

    

2024

    

2023

    

2024

    

2023

Contract revenues

 

$

226,675

 

$

168,476

 

$

579,514

 

$

510,184

Costs of contract revenues

 

199,611

 

149,406

 

518,631

 

471,488

Gross profit

 

27,064

 

19,070

 

60,883

 

38,696

Selling, general and administrative expenses

 

20,846

 

17,135

 

60,980

 

52,271

Amortization of intangible assets

 

 

59

 

 

383

Gain on disposal of assets, net

(1,563)

 

(685)

 

(1,986)

 

(7,915)

Operating income (loss)

 

7,781

 

2,561

 

1,889

 

(6,043)

Other (expense) income:

 

  

 

  

 

  

 

  

Other income

 

107

 

49

 

299

 

592

Interest income

 

73

 

21

 

97

 

90

Interest expense

 

(3,617)

 

(3,414)

 

(10,336)

 

(7,674)

Other expense, net

 

(3,437)

 

(3,344)

 

(9,940)

 

(6,992)

Income (loss) before income taxes

 

4,344

 

(783)

 

(8,051)

 

(13,035)

Income tax expense (benefit)

 

82

 

(123)

 

347

 

475

Net income (loss)

$

4,262

$

(660)

$

(8,398)

$

(13,510)

Basic net income (loss) per share

$

0.12

$

(0.02)

$

(0.25)

$

(0.42)

Diluted net income (loss) per share

$

0.12

$

(0.02)

$

(0.25)

$

(0.42)

Shares used to compute net income (loss) per share:

 

  

 

  

 

  

 

  

Basic

 

34,494,302

32,384,446

 

33,390,722

32,285,921

Diluted

 

34,518,680

32,384,446

 

33,390,722

32,285,921

6


Orion Group Holdings, Inc. and Subsidiaries

Selected Results of Operations

(In Thousands, Except Share and Per Share Information)

(Unaudited)

Three months ended September 30,

2024

2023

    

Amount

    

Percent

    

Amount

    

Percent

    

(dollar amounts in thousands)

Contract revenues

Marine segment

 

Public sector

$

94,719

67.7

%  

$

61,144

75.6

%  

Private sector

45,294

32.3

%  

19,769

24.4

%  

Marine segment total

$

140,013

100.0

%  

$

80,913

100.0

%  

Concrete segment

 

 

Public sector

$

10,782

12.4

%  

$

7,974

9.1

%  

Private sector

75,880

87.6

%  

79,589

90.9

%  

Concrete segment total

$

86,662

100.0

%  

$

87,563

100.0

%  

Total

$

226,675

 

$

168,476

 

Operating income

 

  

 

  

 

  

 

  

Marine segment

$

5,485

 

3.9

%  

$

2,001

 

2.5

%  

Concrete segment

 

2,296

 

2.6

%  

 

560

 

0.6

%  

Total

$

7,781

$

2,561

 

  

Nine months ended September 30, 

2024

2023

    

Amount

    

Percent

    

Amount

    

Percent

    

(dollar amounts in thousands)

Contract revenues

Marine segment

 

Public sector

$

290,995

77.1

%  

$

193,813

74.3

%  

Private sector

86,296

22.9

%  

66,941

25.7

%  

Marine segment total

$

377,291

100.0

%  

$

260,754

100.0

%  

Concrete segment

 

 

Public sector

$

20,211

10.0

%  

$

17,662

7.1

%  

Private sector

182,012

90.0

%  

231,768

92.9

%  

Concrete segment total

$

202,223

100.0

%  

$

249,430

100.0

%  

Total

$

579,514

 

$

510,184

 

Operating (loss) income

 

  

 

  

 

  

 

  

Marine segment

$

(4,847)

 

(1.3)

%  

$

(587)

 

(0.2)

%  

Concrete segment

 

6,736

 

3.3

%  

 

(5,456)

 

(2.2)

%  

Total

$

1,889

$

(6,043)

 

  

7


Orion Group Holdings, Inc. and Subsidiaries

Reconciliation of Adjusted Net Income (Loss)

(In thousands except per share information)

(Unaudited)

Three months ended

Nine months ended

September 30, 

September 30, 

    

2024

    

2023

    

2024

    

2023

Net income (loss)

$

4,262

$

(660)

$

(8,398)

$

(13,510)

Adjusting items and the tax effects:

Net gain on Port Lavaca South Yard property sale

(5,202)

Share-based compensation

1,016

364

2,930

1,833

ERP implementation

342

314

 

1,641

 

810

Severance

 

4

 

 

85

 

126

Process improvement initiatives

393

393

Tax rate applied to adjusting items (1)

 

(1,309)

 

90

 

(1,879)

 

464

Total adjusting items and the tax effects

 

446

 

768

 

3,170

 

(1,969)

Federal and state tax valuation allowances

 

934

 

891

 

3,344

 

2,961

Adjusted net income (loss)

$

5,642

$

999

$

(1,884)

$

(12,518)

Adjusted EPS

$

0.16

$

0.03

$

(0.06)

$

(0.39)


(1)Items are taxed discretely using the Company's effective tax rate which differs from the Company’s statutory federal rate primarily due to state income taxes and the non-deductibility of other permanent items.

8


Orion Group Holdings, Inc. and Subsidiaries

Adjusted EBITDA and Adjusted EBITDA Margin Reconciliations

(In Thousands, Except Margin Data)

(Unaudited)

Three months ended

Nine months ended

 

September 30, 

September 30, 

 

    

2024

    

2023

    

2024

    

2023

 

Net income (loss)

$

4,262

$

(660)

$

(8,398)

$

(13,510)

Income tax expense (benefit)

 

82

 

(123)

 

347

 

475

Interest expense, net

 

3,544

 

3,393

 

10,239

 

7,584

Depreciation and amortization

 

5,568

 

6,093

 

17,558

 

16,882

EBITDA (1)

 

13,456

 

8,703

 

19,746

 

11,431

Share-based compensation

1,016

364

2,930

1,833

Net gain on Port Lavaca South Yard property sale

(5,202)

ERP implementation

342

314

1,641

810

Severance

 

4

 

 

85

 

126

Process improvement initiatives

393

393

Adjusted EBITDA(2)

$

15,211

$

9,381

$

24,795

$

8,998

Operating income margin

 

3.4

%  

 

1.5

%  

 

0.3

%  

 

(1.2)

%

Impact of other income

%  

 

0.1

%  

 

0.1

%  

 

0.1

%

Impact of depreciation and amortization

 

2.5

%  

 

3.6

%  

 

3.0

%  

 

3.3

%

Impact of share-based compensation

0.4

%  

0.2

%  

0.5

%  

0.4

%

Impact of net gain on Port Lavaca South Yard property sale

%  

%  

%  

(1.0)

%

Impact of ERP implementation

0.2

%  

0.2

%  

0.3

%  

0.2

%

Impact of severance

 

%  

 

%  

 

%  

 

%

Impact of process improvement initiatives

0.2

%  

%  

0.1

%  

%  

Adjusted EBITDA margin(2)

 

6.7

%  

 

5.6

%  

 

4.3

%  

 

1.8

%


(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 share-based compensation, net gain on Port Lavaca South Yard property sale, ERP implementation, severance and process improvement initiatives. Adjusted EBITDA margin is a non-GAAP measure calculated by dividing Adjusted EBITDA by contract revenues.

9


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

 

September 30, 

September 30, 

 

    

2024

    

2023

    

2024

    

2023

 

Operating income

 

$

5,485

 

$

2,001

 

$

2,296

 

$

560

Other income

 

86

 

49

 

21

 

Depreciation and amortization

 

4,552

 

4,771

 

1,016

 

1,322

EBITDA (1)

 

10,123

 

6,821

 

3,333

 

1,882

Share-based compensation

915

341

101

23

ERP implementation

194

153

148

161

Severance

 

4

 

 

 

Process improvement initiatives

256

137

Adjusted EBITDA(2)

$

11,492

$

7,315

$

3,719

$

2,066

Operating income margin

 

3.9

%  

 

2.5

%  

 

2.6

%  

 

0.6

%  

Impact of other income

%  

 

%  

 

%  

 

%  

Impact of depreciation and amortization

 

3.3

%  

 

5.9

%  

 

1.2

%  

 

1.6

%  

Impact of share-based compensation

0.7

%  

0.4

%  

0.1

%  

%  

Impact of ERP implementation

0.1

%  

0.2

%  

0.2

%  

0.2

%  

Impact of severance

 

%  

 

%  

 

%  

 

%  

Impact of process improvement initiatives

0.2

%  

 

%  

 

0.2

%  

 

%  

Adjusted EBITDA margin (2)

 

8.2

%  

 

9.0

%  

 

4.3

%  

 

2.4

%  

Marine

Concrete

 

Nine months ended

Nine months ended

 

September 30, 

September 30, 

 

    

2024

    

2023

    

2024

    

2023

 

Operating (loss) income

 

$

(4,847)

 

$

(587)

 

$

6,736

 

$

(5,456)

Other income

 

217

 

592

 

82

 

Depreciation and amortization

 

14,405

 

12,418

 

3,153

 

4,464

EBITDA (1)

 

9,775

 

12,423

 

9,971

 

(992)

Share-based compensation

2,735

1,783

195

50

Net gain on Port Lavaca South Yard property sale

(5,202)

ERP implementation

1,068

414

573

396

Severance

 

85

 

38

 

 

88

Process improvement initiatives

256

137

Adjusted EBITDA(2)

$

13,919

$

9,456

$

10,876

$

(458)

Operating income margin

 

(1.3)

%  

 

(0.2)

%  

 

3.3

%  

 

(2.2)

%

Impact of other income

0.1

%  

 

0.1

%  

 

%  

 

%

Impact of depreciation and amortization

 

3.8

%  

 

4.8

%  

 

1.6

%  

 

1.8

%

Impact of share-based compensation

0.7

%  

0.7

%  

0.1

%  

%

Impact of net gain on Port Lavaca South Yard property sale

%  

(2.0)

%  

%  

%

Impact of ERP implementation

0.3

%  

0.2

%  

0.3

%  

0.2

%

Impact of severance

 

%  

 

%  

 

%  

 

%

Impact of process improvement initiatives

0.1

%  

 

%  

 

0.1

%  

 

%

Adjusted EBITDA margin (2)

 

3.7

%  

 

3.6

%  

 

5.4

%  

 

(0.2)

%


(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 share-based compensation, net gain on Port Lavaca South Yard property sale, ERP implementation, severance and process improvement initiatives. Adjusted EBITDA margin is a non-GAAP measure calculated by dividing Adjusted EBITDA by contract revenues.

10


Orion Group Holdings, Inc. and Subsidiaries

Condensed Statements of Cash Flows Summarized

(In Thousands)

(Unaudited)

Three months ended

Nine months ended

September 30,

September 30, 

    

2024

    

2023

    

2024

    

2023

Net income (loss)

$

4,262

$

(660)

$

(8,398)

$

(13,510)

Adjustments to remove non-cash and non-operating items

8,362

8,214

27,874

16,393

Cash flow from net income after adjusting for non-cash and non-operating items

12,624

7,554

19,476

2,883

Change in operating assets and liabilities (working capital)

22,532

(24,079)

(20,163)

(31,384)

Cash flows provided by (used in) operating activities

$

35,156

$

(16,525)

$

(687)

$

(28,501)

Cash flows (used in) provided by investing activities

$

(2,589)

$

(1,650)

$

(8,722)

$

5,391

Cash flows (used in) provided by financing activities

$

(9,150)

$

13,990

$

6,725

$

23,207

Capital expenditures (included in investing activities above)

$

(4,157)

$

(2,387)

$

(10,644)

$

(6,678)

11


Orion Group Holdings, Inc. and Subsidiaries

Condensed Statements of Cash Flows

(In Thousands)

(Unaudited)

Nine months ended September 30, 

    

2024

    

2023

Cash flows from operating activities

 

  

 

  

Net loss

$

(8,398)

$

(13,510)

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

 

11,961

 

13,874

Amortization of ROU operating leases

 

7,491

 

4,456

Amortization of ROU finance leases

 

5,597

 

3,008

Amortization of deferred debt issuance costs

 

1,562

 

1,067

Deferred income taxes

 

(36)

 

(76)

Share-based compensation

 

2,930

 

1,833

Gain on disposal of assets, net

 

(1,986)

 

(7,914)

Allowance for credit losses

355

26

Change in operating assets and liabilities:

Accounts receivable

 

(40,276)

 

(9,410)

Income tax receivable

 

(69)

 

(66)

Inventory

 

(567)

 

(514)

Prepaid expenses and other

 

4,940

 

3,076

Contract assets

 

23,027

 

(715)

Accounts payable

 

33,481

 

(36,223)

Accrued liabilities

 

(14,333)

 

7,096

Operating lease liabilities

 

(6,625)

(4,566)

Income tax payable

 

(54)

 

3

Contract liabilities

 

(19,687)

 

9,935

Net cash used in operating activities

 

(687)

 

(28,501)

Cash flows from investing activities:

Proceeds from sale of property and equipment

 

1,922

 

12,069

Purchase of property and equipment

 

(10,644)

 

(6,678)

Net cash (used in) provided by investing activities

 

(8,722)

 

5,391

Cash flows from financing activities:

Borrowings on credit

 

39,279

 

89,491

Payments made on borrowings on credit

 

(39,671)

 

(73,236)

Payments made on term loan

(10,000)

 

Proceeds from failed sale-leaseback arrangements

 

 

14,140

Payments made on failed sale-leaseback arrangements

(3,172)

Proceeds from sale-leaseback financing

 

 

2,359

Loan costs from Credit Facility

(393)

(6,532)

Payments of finance lease liabilities

(6,456)

(2,524)

Proceeds from issuance of common stock

27,206

Payments related to tax withholding for share-based compensation

(436)

(491)

Exercise of stock options

368

Net cash provided by financing activities

 

6,725

 

23,207

Net change in cash, cash equivalents and restricted cash

 

(2,684)

 

97

Cash, cash equivalents and restricted cash at beginning of period

 

30,938

 

3,784

Cash, cash equivalents and restricted cash at end of period

$

28,254

$

3,881

12


Orion Group Holdings, Inc. and Subsidiaries

Condensed Balance Sheets

(In Thousands, Except Share and Per Share Information)

    

September 30, 

    

December 31, 

2024

2023

(Unaudited)

 

  

 

  

Current assets:

 

  

 

  

Cash and cash equivalents

$

28,254

$

30,938

Accounts receivable:

 

 

Trade, net of allowance for credit losses of $716 and $361, as of September 30, 2024 and December 31, 2023, respectively

 

147,446

 

101,229

Retainage

 

36,486

 

42,044

Income taxes receivable

 

695

 

626

Other current

 

3,153

 

3,864

Inventory

 

2,317

 

2,699

Contract assets

 

58,495

 

81,522

Prepaid expenses and other

 

4,141

 

8,894

Total current assets

 

280,987

 

271,816

Property and equipment, net of depreciation

 

86,254

 

87,834

Operating lease right-of-use assets, net of amortization

 

29,202

 

25,696

Financing lease right-of-use assets, net of amortization

 

25,179

 

23,602

Inventory, non-current

 

7,309

 

6,361

Deferred income tax asset

27

26

Other non-current

 

1,371

 

1,558

Total assets

$

430,329

$

416,893

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

  

 

  

Current liabilities:

 

  

 

  

Current debt, net of issuance costs

$

4,694

$

13,453

Accounts payable:

 

 

Trade

 

114,231

 

80,294

Retainage

 

2,328

 

2,527

Accrued liabilities

 

23,581

 

37,074

Income taxes payable

 

516

 

570

Contract liabilities

 

44,392

 

64,079

Current portion of operating lease liabilities

 

8,215

 

9,254

Current portion of financing lease liabilities

 

10,852

 

8,665

Total current liabilities

 

208,809

 

215,916

Long-term debt, net of debt issuance costs

 

23,276

 

23,740

Operating lease liabilities

 

21,844

 

16,632

Financing lease liabilities

 

11,300

 

13,746

Other long-term liabilities

 

22,656

 

25,320

Deferred income tax liability

 

29

 

64

Total liabilities

 

287,914

 

295,418

Stockholders’ equity:

 

  

 

  

Preferred stock -- $0.01 par value, 10,000,000 authorized, none issued

 

 

Common stock -- $0.01 par value, 50,000,000 authorized, 39,610,116 and 33,260,011 issued; 38,898,885 and 32,548,780 outstanding at September 30, 2024 and December 31, 2023, respectively

 

396

 

333

Treasury stock, 711,231 shares, at cost, as of September 30, 2024 and December 31, 2023, respectively

 

(6,540)

 

(6,540)

Additional paid-in capital

 

219,004

 

189,729

Retained loss

 

(70,445)

 

(62,047)

Total stockholders’ equity

 

142,415

 

121,475

Total liabilities and stockholders’ equity

$

430,329

$

416,893

13


Orion Group Holdings, Inc. and Subsidiaries

Guidance - Adjusted EBITDA Reconciliation

(In Thousands)

(Unaudited)

Twelve Months Ended

December 31, 2024

Net (loss) income

$

(3,543)

$

1,457

Income tax expense

 

728

 

728

Interest expense, net

 

12,675

 

12,675

Depreciation and amortization

 

23,168

 

23,168

EBITDA (1)

 

33,028

 

38,028

Share-based compensation

4,023

4,023

ERP implementation

2,092

2,092

Process improvement initiatives

680

680

Severance

 

177

 

177

Adjusted EBITDA(2)

$

40,000

$

45,000


(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 share-based compensation, ERP implementation, severance and process improvement initiatives.

14


v3.24.3
Document and Entity Information
Oct. 30, 2024
Document and Entity Information [Abstract]  
Document Type 8-K
Document Period End Date Oct. 30, 2024
Entity File Number 1-33891
Entity Registrant Name ORION GROUP HOLDINGS, INC.
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 26-0097459
Entity Address, Address Line One 12000 Aerospace
Entity Address, Adress Line Two Suite 300
Entity Address, City or Town Houston
Entity Address, State or Province TX
Entity Address, Postal Zip Code 77034
City Area Code 713
Local Phone Number 852-6500
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock, $0.01 par value per share
Trading Symbol ORN
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001402829
Amendment Flag false

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