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
|
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Item 1
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Financial Statements (Unaudited)
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Page
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Item 2
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Item 3
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Item 4
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PART II
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OTHER INFORMATION
|
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Item1
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Item 1A
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Item 2
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Item 3
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Item 4
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Item 5
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Item 6
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June 30,
2016 |
|
December 31,
2015 |
||||
ASSETS
|
(Unaudited)
|
|
(Audited)
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,512
|
|
|
$
|
1,345
|
|
Accounts receivable:
|
|
|
|
|
|
||
Trade, net of allowance of $0 and $0, respectively
|
68,599
|
|
|
72,358
|
|
||
Retainage
|
34,994
|
|
|
21,040
|
|
||
Other current
|
3,592
|
|
|
5,313
|
|
||
Income taxes receivable
|
83
|
|
|
83
|
|
||
Inventory
|
5,395
|
|
|
4,867
|
|
||
Deferred tax asset
|
3,108
|
|
|
3,108
|
|
||
Costs and estimated earnings in excess of billings on uncompleted contracts
|
48,401
|
|
|
59,608
|
|
||
Assets held for sale
|
6,375
|
|
|
6,375
|
|
||
Prepaid expenses and other
|
3,766
|
|
|
4,627
|
|
||
Total current assets
|
175,825
|
|
|
178,724
|
|
||
Property and equipment, net
|
164,384
|
|
|
165,989
|
|
||
Accounts receivable, non-current
|
765
|
|
|
222
|
|
||
Retainage, non-current
|
4,337
|
|
|
14,393
|
|
||
Inventory, non-current
|
4,911
|
|
|
6,218
|
|
||
Goodwill
|
66,351
|
|
|
65,982
|
|
||
Intangible assets, net of amortization
|
25,676
|
|
|
29,319
|
|
||
Other noncurrent
|
1,085
|
|
|
615
|
|
||
Total assets
|
$
|
443,334
|
|
|
$
|
461,462
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Current debt, net of debt issuance costs
|
$
|
21,365
|
|
|
$
|
12,004
|
|
Accounts payable:
|
|
|
|
|
|
||
Trade
|
41,533
|
|
|
52,719
|
|
||
Retainage
|
1,002
|
|
|
1,671
|
|
||
Accrued liabilities
|
15,998
|
|
|
22,149
|
|
||
Taxes payable
|
507
|
|
|
813
|
|
||
Billings in excess of costs and estimated earnings on uncompleted contracts
|
27,039
|
|
|
28,484
|
|
||
Total current liabilities
|
107,444
|
|
|
117,840
|
|
||
Long-term debt, net of debt issuance costs
|
88,356
|
|
|
94,605
|
|
||
Other long-term liabilities
|
2,216
|
|
|
1,813
|
|
||
Deferred income taxes
|
18,165
|
|
|
19,345
|
|
||
Interest rate swap liability
|
1,242
|
|
|
145
|
|
||
Total liabilities
|
217,423
|
|
|
233,748
|
|
||
Commitments and contingencies
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
|
|
||
Preferred stock -- $0.01 par value, 10,000,000 authorized, none issued
|
—
|
|
|
—
|
|
||
Common stock -- $0.01 par value, 50,000,000 authorized, 28,393,898 and 27,992,589 issued; 27,682,667 and 27,281,358 outstanding at June 30, 2016 and December 31, 2015, respectively
|
279
|
|
|
279
|
|
||
Treasury stock, 711,231 and 711,231 shares, at cost, as of June 30, 2016 and December 31, 2015, respectively
|
(6,540
|
)
|
|
(6,540
|
)
|
||
Accumulated other comprehensive loss
|
(1,242
|
)
|
|
(145
|
)
|
||
Additional paid-in capital
|
170,046
|
|
|
168,736
|
|
||
Retained earnings
|
63,368
|
|
|
65,384
|
|
||
Total stockholders’ equity
|
225,911
|
|
|
227,714
|
|
||
Total liabilities and stockholders’ equity
|
$
|
443,334
|
|
|
$
|
461,462
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Contract revenues
|
$
|
140,301
|
|
|
$
|
86,091
|
|
|
$
|
269,924
|
|
|
$
|
167,546
|
|
Costs of contract revenues
|
123,355
|
|
|
80,066
|
|
|
238,267
|
|
|
153,065
|
|
||||
Gross profit
|
16,946
|
|
|
6,025
|
|
|
31,657
|
|
|
14,481
|
|
||||
Selling, general and administrative expenses
|
16,899
|
|
|
8,794
|
|
|
32,437
|
|
|
17,486
|
|
||||
Gain on sale of assets, net
|
(234
|
)
|
|
(57
|
)
|
|
(606
|
)
|
|
(100
|
)
|
||||
Operating income (loss) from operations
|
281
|
|
|
(2,712
|
)
|
|
(174
|
)
|
|
(2,905
|
)
|
||||
Other (expense) income
|
|
|
|
|
|
|
|
|
|
||||||
Other income
|
9
|
|
|
—
|
|
|
22
|
|
|
—
|
|
||||
Interest income
|
—
|
|
|
4
|
|
|
1
|
|
|
17
|
|
||||
Interest expense
|
(1,600
|
)
|
|
(252
|
)
|
|
(3,117
|
)
|
|
(490
|
)
|
||||
Other expense, net
|
(1,591
|
)
|
|
(248
|
)
|
|
(3,094
|
)
|
|
(473
|
)
|
||||
Loss before income taxes
|
(1,310
|
)
|
|
(2,960
|
)
|
|
(3,268
|
)
|
|
(3,378
|
)
|
||||
Income tax benefit
|
(502
|
)
|
|
(1,115
|
)
|
|
(1,252
|
)
|
|
(1,276
|
)
|
||||
Net loss attributable to Orion
|
$
|
(808
|
)
|
|
$
|
(1,845
|
)
|
|
$
|
(2,016
|
)
|
|
$
|
(2,102
|
)
|
|
|
|
|
|
|
|
|
||||||||
Basic loss per share
|
$
|
(0.03
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
(0.08
|
)
|
Diluted loss per share
|
$
|
(0.03
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
(0.08
|
)
|
Shares used to compute loss per share
|
|
|
|
|
|
|
|
|
|
||||||
Basic
|
27,464,683
|
|
|
27,352,523
|
|
|
27,383,748
|
|
|
27,478,514
|
|
||||
Diluted
|
27,464,683
|
|
|
27,352,523
|
|
|
27,383,748
|
|
|
27,478,514
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
|
||||||||
|
2016
|
2015
|
2016
|
2015
|
||||||||
Net loss
|
$
|
(808
|
)
|
$
|
(1,845
|
)
|
$
|
(2,016
|
)
|
$
|
(2,102
|
)
|
Change in fair value of cash flow hedge, net of tax benefit of $195 and $680, respectively
|
(315
|
)
|
—
|
|
(1,097
|
)
|
—
|
|
||||
Total comprehensive loss attributable to Orion
|
$
|
(1,123
|
)
|
$
|
(1,845
|
)
|
$
|
(3,113
|
)
|
$
|
(2,102
|
)
|
|
Common
Stock
|
|
Treasury
Stock
|
|
Accumulated Other Comprehensive
|
Additional
Paid-In
|
Retained
|
|
||||||||||||||||
|
Shares
|
Amount
|
|
Shares
|
Amount
|
|
Income (Loss)
|
Capital
|
Earnings
|
Total
|
||||||||||||||
Balance, December 31, 2015
|
27,992,589
|
|
$
|
279
|
|
|
(711,231
|
)
|
$
|
(6,540
|
)
|
|
$
|
(145
|
)
|
$
|
168,736
|
|
$
|
65,384
|
|
$
|
227,714
|
|
Stock-based compensation
|
—
|
|
$
|
—
|
|
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
1,302
|
|
$
|
—
|
|
$
|
1,302
|
|
Exercise of stock options
|
3,924
|
|
$
|
—
|
|
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
8
|
|
$
|
—
|
|
$
|
8
|
|
Issuance of restricted stock
|
402,945
|
|
$
|
—
|
|
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Cash flow hedge (net of tax)
|
—
|
|
$
|
—
|
|
|
—
|
|
$
|
—
|
|
|
$
|
(1,097
|
)
|
$
|
—
|
|
$
|
—
|
|
$
|
(1,097
|
)
|
Forfeiture of restricted stock
|
(5,560
|
)
|
$
|
—
|
|
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Net loss
|
—
|
|
$
|
—
|
|
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
(2,016
|
)
|
$
|
(2,016
|
)
|
|
Balance, June 30, 2016
|
28,393,898
|
|
$
|
279
|
|
|
(711,231
|
)
|
$
|
(6,540
|
)
|
|
$
|
(1,242
|
)
|
$
|
170,046
|
|
$
|
63,368
|
|
$
|
225,911
|
|
|
Six months ended June 30,
|
||||||
|
2016
|
|
2015
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(2,016
|
)
|
|
$
|
(2,102
|
)
|
Adjustments to reconcile net loss to net cash provided by
|
|
|
|
|
|
||
Operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
17,203
|
|
|
10,654
|
|
||
Deferred financing cost amortization
|
620
|
|
|
—
|
|
||
Bad debt expense
|
—
|
|
|
11
|
|
||
Deferred income taxes
|
(1,180
|
)
|
|
(1,160
|
)
|
||
Stock-based compensation
|
1,302
|
|
|
1,315
|
|
||
Gain on sale of property and equipment
|
(606
|
)
|
|
(100
|
)
|
||
Change in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
1,037
|
|
|
(11,135
|
)
|
||
Income tax receivable
|
—
|
|
|
233
|
|
||
Inventory
|
779
|
|
|
(97
|
)
|
||
Prepaid expenses and other
|
861
|
|
|
356
|
|
||
Costs and estimated earnings in excess of billings on uncompleted contracts
|
11,207
|
|
|
(932
|
)
|
||
Accounts payable
|
(11,857
|
)
|
|
6,282
|
|
||
Accrued liabilities
|
(5,469
|
)
|
|
(946
|
)
|
||
Income tax payable
|
(306
|
)
|
|
(730
|
)
|
||
Billings in excess of costs and estimated earnings on uncompleted contracts
|
(1,444
|
)
|
|
(4,792
|
)
|
||
Deferred revenue
|
—
|
|
|
(34
|
)
|
||
Net cash provided by (used in) operating activities
|
10,131
|
|
|
(3,177
|
)
|
||
Cash flows from investing activities:
|
|
|
|
|
|
||
Proceeds from sale of property and equipment
|
888
|
|
|
166
|
|
||
Contributions to CSV life insurance
|
(471
|
)
|
|
—
|
|
||
TAS acquisition adjustment
|
(369
|
)
|
|
—
|
|
||
Purchase of property and equipment
|
(12,513
|
)
|
|
(7,533
|
)
|
||
Net cash used in investing activities
|
(12,465
|
)
|
|
(7,367
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
|
||
Borrowings from Credit Facility
|
32,000
|
|
|
—
|
|
||
Payments made on borrowings from Credit Facility
|
(29,021
|
)
|
|
(4,541
|
)
|
||
Loan costs from Credit Facility
|
(486
|
)
|
|
—
|
|
||
Exercise of stock options
|
8
|
|
|
28
|
|
||
Purchase of shares into treasury
|
—
|
|
|
(3,101
|
)
|
||
Net cash provided by (used in) financing activities
|
2,501
|
|
|
(7,614
|
)
|
||
Net change in cash and cash equivalents
|
167
|
|
|
(18,158
|
)
|
||
Cash and cash equivalents at beginning of period
|
1,345
|
|
|
38,893
|
|
||
Cash and cash equivalents at end of period
|
$
|
1,512
|
|
|
$
|
20,735
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||
Cash paid during the period for:
|
|
|
|
|
|
||
Interest
|
$
|
2,588
|
|
|
$
|
490
|
|
Taxes (net of refunds)
|
$
|
235
|
|
|
$
|
434
|
|
2.
|
Summary of Significant Accounting Principles
|
•
|
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
|
$
|
54,987
|
|
Costs and estimated earnings in excess of billings on uncompleted contracts
|
4,372
|
|
|
Prepaid expenses and other current assets
|
828
|
|
|
Fixed assets, net
|
15,720
|
|
|
Investment in GLM Concrete Services, LLC
|
76
|
|
|
Goodwill
|
33,817
|
|
|
Other intangible assets
|
33,650
|
|
|
Accounts payable
|
(18,458
|
)
|
|
Accrued expenses and other current liabilities
|
(13,015
|
)
|
|
Total Acquisition Consideration At August 5, 2015
|
$
|
111,977
|
|
Working Capital Adjustment
|
(1,633
|
)
|
|
Final Adjustment
(1)
|
$
|
385
|
|
Total Acquisition Consideration
|
$
|
110,729
|
|
|
Pro Forma Results
|
Pro Forma Results
|
||||
|
For the Three Months Ended
|
For the Six Months Ended
|
||||
|
June 30, 2015
|
June 30, 2015
|
||||
Contract Revenues
|
$
|
136,565
|
|
$
|
275,930
|
|
Operating (loss) income from continuing operations
|
$
|
(695
|
)
|
$
|
2,666
|
|
Net (loss) income
|
$
|
(1,171
|
)
|
$
|
298
|
|
Basic (loss) income per share
|
$
|
(0.04
|
)
|
$
|
0.01
|
|
Diluted (loss) income per share
|
$
|
(0.04
|
)
|
$
|
0.01
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||||||
Federal Government
|
$
|
2,177
|
|
2
|
%
|
|
$
|
4,230
|
|
5
|
%
|
State Governments
|
3,439
|
|
3
|
%
|
|
1,274
|
|
1
|
%
|
||
Local Governments
|
17,085
|
|
17
|
%
|
|
16,650
|
|
18
|
%
|
||
Private Companies
|
80,892
|
|
78
|
%
|
|
71,244
|
|
76
|
%
|
||
Total receivables
|
$
|
103,593
|
|
100
|
%
|
|
$
|
93,398
|
|
100
|
%
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||||||||||||||
|
2016
|
|
|
%
|
|
|
2015
|
|
|
%
|
|
|
2016
|
|
%
|
|
2015
|
|
%
|
||||||||
Federal
|
$
|
7,776
|
|
|
6
|
%
|
|
$
|
11,083
|
|
|
13
|
%
|
|
$
|
11,932
|
|
|
4
|
%
|
|
$
|
23,667
|
|
|
14
|
%
|
State
|
10,462
|
|
|
7
|
%
|
|
12,942
|
|
|
15
|
%
|
|
15,829
|
|
|
6
|
%
|
|
22,572
|
|
|
13
|
%
|
||||
Local
|
22,470
|
|
|
16
|
%
|
|
30,015
|
|
|
35
|
%
|
|
42,147
|
|
|
16
|
%
|
|
51,306
|
|
|
31
|
%
|
||||
Private
|
99,593
|
|
|
71
|
%
|
|
32,051
|
|
|
37
|
%
|
|
200,016
|
|
|
74
|
%
|
|
70,001
|
|
|
42
|
%
|
||||
Total contract revenues
|
$
|
140,301
|
|
|
100
|
%
|
|
$
|
86,091
|
|
|
100
|
%
|
|
$
|
269,924
|
|
|
100
|
%
|
|
$
|
167,546
|
|
|
100
|
%
|
|
June 30,
2016 |
|
December 31,
2015 |
||||
Costs incurred on uncompleted contracts
|
$
|
893,371
|
|
|
$
|
782,934
|
|
Estimated earnings
|
136,699
|
|
|
132,694
|
|
||
|
1,030,070
|
|
|
915,628
|
|
||
Less: Billings to date
|
(1,008,708
|
)
|
|
(884,504
|
)
|
||
|
$
|
21,362
|
|
|
$
|
31,124
|
|
Included in the accompanying condensed consolidated balance sheet under the following captions:
|
|
|
|
|
|
||
Costs and estimated earnings in excess of billings on uncompleted contracts
|
$
|
48,401
|
|
|
$
|
59,608
|
|
Billings in excess of costs and estimated earnings on uncompleted contracts
|
(27,039
|
)
|
|
(28,484
|
)
|
||
|
$
|
21,362
|
|
|
$
|
31,124
|
|
|
June 30,
2016 |
|
December 31,
2015 |
||||
Automobiles and trucks
|
$
|
2,506
|
|
|
$
|
2,749
|
|
Building and improvements
|
31,374
|
|
|
28,226
|
|
||
Construction equipment
|
164,880
|
|
|
159,963
|
|
||
Vessels and other equipment
|
84,992
|
|
|
89,485
|
|
||
Office equipment
|
7,011
|
|
|
6,057
|
|
||
|
290,763
|
|
|
286,480
|
|
||
Less: accumulated depreciation
|
(172,950
|
)
|
|
(164,371
|
)
|
||
Net book value of depreciable assets
|
117,813
|
|
|
122,109
|
|
||
Construction in progress
|
8,340
|
|
|
5,649
|
|
||
Land
|
38,231
|
|
|
38,231
|
|
||
|
$
|
164,384
|
|
|
$
|
165,989
|
|
•
|
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
|
|||||
June 30, 2016
|
|
|
|
|
|||||
Assets:
|
|
|
|
|
|||||
Cash surrender value of life insurance policy
|
$
|
906
|
|
—
|
|
906
|
|
—
|
|
Liabilities:
|
|
|
|
|
|||||
Derivatives
|
$
|
2,012
|
|
—
|
|
2,012
|
|
—
|
|
December 31, 2015
|
|
|
|
|
|||||
Assets:
|
|
|
|
|
|||||
Cash surrender value of life insurance policy
|
$
|
436
|
|
—
|
|
436
|
|
—
|
|
Liabilities:
|
|
|
|
|
|||||
Derivatives
|
$
|
235
|
|
—
|
|
235
|
|
—
|
|
|
June 30,
2016 |
|
December 31,
2015 |
||||
Beginning balance, January 1
|
$
|
65,982
|
|
|
$
|
33,798
|
|
Additions
|
369
|
|
|
32,184
|
|
||
Ending balance
|
$
|
66,351
|
|
|
$
|
65,982
|
|
|
Six months ended June 30,
|
||||||
|
2016
|
|
2015
|
||||
Intangible assets, January 1
|
$
|
34,362
|
|
|
$
|
7,602
|
|
Additions
|
—
|
|
|
—
|
|
||
Total intangible assets, end of period
|
34,362
|
|
|
7,602
|
|
||
|
|
|
|
|
|||
Accumulated amortization, January 1
|
$
|
(11,933
|
)
|
|
$
|
(7,515
|
)
|
Current year amortization
|
(3,644
|
)
|
|
(56
|
)
|
||
Total accumulated amortization
|
(15,577
|
)
|
|
(7,571
|
)
|
||
|
|
|
|
|
|||
Net intangible assets, end of period
|
$
|
18,785
|
|
|
$
|
31
|
|
2016
|
$
|
3,643
|
|
2017
|
4,554
|
|
|
2018
|
3,168
|
|
|
2019
|
2,462
|
|
|
2020
|
1,955
|
|
|
Thereafter
|
3,003
|
|
|
|
$
|
18,785
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
Accrued salaries, wages and benefits
|
$
|
7,952
|
|
|
$
|
8,115
|
|
Accrual for insurance liabilities
|
4,718
|
|
|
7,998
|
|
||
Property taxes
|
1,296
|
|
|
2,020
|
|
||
Sales taxes
|
1,429
|
|
|
1,991
|
|
||
Interest
|
—
|
|
|
112
|
|
||
Payable to TAS Seller
|
—
|
|
|
728
|
|
||
Other accrued expenses
|
603
|
|
|
1,185
|
|
||
Total accrued liabilities
|
$
|
15,998
|
|
|
$
|
22,149
|
|
2016
|
$
|
5,062
|
|
2017
|
11,813
|
|
|
2018
|
13,500
|
|
|
2019
|
15,188
|
|
|
2020
|
56,062
|
|
|
|
$
|
101,625
|
|
•
|
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:
|
|
Three months ended June 30,
|
Six months ended June 30,
|
||||||
|
2016
|
2015
|
2016
|
2015
|
||||
Basic:
|
|
|
|
|
||||
Weighted average shares outstanding
|
27,464,683
|
|
27,352,523
|
|
27,383,748
|
|
27,478,514
|
|
Diluted:
|
|
|
|
|
||||
Total basic weighted average shares outstanding
|
27,464,683
|
|
27,352,523
|
|
27,383,748
|
|
27,478,514
|
|
Effect of dilutive securities:
|
|
|
|
|
||||
Common stock options
|
—
|
|
—
|
|
—
|
|
—
|
|
Total weighted average shares outstanding assuming dilution
|
27,464,683
|
|
27,352,523
|
|
27,383,748
|
|
27,478,514
|
|
Anti-dilutive stock options
|
2,317,572
|
|
950,817
|
|
2,237,217
|
|
954,328
|
|
Shares of common stock issued from the exercise of stock options
|
—
|
|
—
|
|
3,924
|
|
3,970
|
|
Grant-date fair value
|
$
|
1.67
|
|
Risk-free interest rate
|
1.06
|
%
|
|
Expected volatility
|
49
|
%
|
|
Expected term of options (in years)
|
3.0
|
|
|
Dividend yield
|
—
|
%
|
|
Three months ended June 30, 2016
|
Three months ended June 30, 2015
|
Six months ended June 30, 2016
|
Six months ended June 30, 2015
|
||||||||
Heavy Civil Marine Construction
|
|
|
|
|
||||||||
Contract revenues
|
$
|
79,966
|
|
$
|
86,091
|
|
$
|
142,381
|
|
$
|
167,546
|
|
Operating loss
|
(1,212
|
)
|
(2,712
|
)
|
(4,354
|
)
|
(2,905
|
)
|
||||
Depreciation and amortization expense
|
(5,176
|
)
|
(5,209
|
)
|
(10,243
|
)
|
(10,654
|
)
|
||||
|
|
|
|
|
||||||||
Total Assets
|
$
|
297,207
|
|
$
|
342,136
|
|
$
|
297,207
|
|
$
|
342,136
|
|
Property, Plant and Equipment, net
|
149,912
|
|
158,642
|
|
149,912
|
|
$
|
158,642
|
|
|||
|
|
|
|
|
||||||||
Commercial Concrete Construction
|
|
|
|
|
||||||||
Contract revenues
|
$
|
60,335
|
|
$
|
—
|
|
$
|
127,543
|
|
$
|
—
|
|
Operating income
|
1,493
|
|
—
|
|
4,180
|
|
—
|
|
||||
Depreciation and amortization expense
|
(3,477
|
)
|
—
|
|
(6,960
|
)
|
—
|
|
||||
|
|
|
|
|
||||||||
Total Assets
|
$
|
146,127
|
|
$
|
—
|
|
$
|
146,127
|
|
$
|
—
|
|
Property, Plant and Equipment, net
|
14,472
|
|
—
|
|
14,472
|
|
—
|
|
Item 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
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
|
•
|
Proposed 6-year extension of the Highway Bill currently under consideration in the Senate.
|
|
Three months ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
||||||||||
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
||||||
|
(dollar amounts in thousands)
|
||||||||||||
Contract revenues
|
$
|
140,301
|
|
|
100.0
|
%
|
|
$
|
86,091
|
|
|
100.0
|
%
|
Cost of contract revenues
|
123,355
|
|
|
87.9
|
%
|
|
80,066
|
|
|
93.0
|
%
|
||
Gross profit
|
16,946
|
|
|
12.1
|
%
|
|
6,025
|
|
|
7.0
|
%
|
||
Selling, general and administrative expenses
|
16,899
|
|
|
12.0
|
%
|
|
8,794
|
|
|
10.2
|
%
|
||
Gain on sale of assets, net
|
(234
|
)
|
|
(0.1
|
)%
|
|
(57
|
)
|
|
(0.1
|
)%
|
||
Operating income (loss) from operations
|
281
|
|
|
0.2
|
%
|
|
(2,712
|
)
|
|
(3.1
|
)%
|
||
Other (expense) income
|
|
|
|
|
|
|
|
|
|
|
|
||
Other income
|
9
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
||
Interest income
|
—
|
|
|
—
|
%
|
|
4
|
|
|
—
|
%
|
||
Interest expense
|
(1,600
|
)
|
|
(1.1
|
)%
|
|
(252
|
)
|
|
(0.3
|
)%
|
||
Other expense, net
|
(1,591
|
)
|
|
(1.1
|
)%
|
|
(248
|
)
|
|
(0.3
|
)%
|
||
Loss before income taxes
|
(1,310
|
)
|
|
(0.9
|
)%
|
|
(2,960
|
)
|
|
(3.4
|
)%
|
||
Income tax benefit
|
(502
|
)
|
|
(0.4
|
)%
|
|
(1,115
|
)
|
|
(1.3
|
)%
|
||
Net loss attributable to Orion
|
$
|
(808
|
)
|
|
(0.5
|
)%
|
|
$
|
(1,845
|
)
|
|
(2.1
|
)%
|
|
Six months ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
||||||||||
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
||||||
|
(dollar amounts in thousands)
|
||||||||||||
Contract revenues
|
$
|
269,924
|
|
|
100.0
|
%
|
|
$
|
167,546
|
|
|
100.0
|
%
|
Cost of contract revenues
|
238,267
|
|
|
88.3
|
%
|
|
153,065
|
|
|
91.4
|
%
|
||
Gross profit
|
31,657
|
|
|
11.7
|
%
|
|
14,481
|
|
|
8.6
|
%
|
||
Selling, general and administrative expenses
|
32,437
|
|
|
12.0
|
%
|
|
17,486
|
|
|
10.4
|
%
|
||
Gain on sale of assets, net
|
(606
|
)
|
|
(0.3
|
)%
|
|
(100
|
)
|
|
(0.1
|
)%
|
||
Operating loss from operations
|
(174
|
)
|
|
—
|
%
|
|
(2,905
|
)
|
|
(1.7
|
)%
|
||
Other (expense) income
|
|
|
|
|
|
|
|
|
|
|
|
||
Other income
|
22
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
||
Interest income
|
1
|
|
|
—
|
%
|
|
17
|
|
|
—
|
%
|
||
Interest expense
|
(3,117
|
)
|
|
(1.2
|
)%
|
|
(490
|
)
|
|
(0.3
|
)%
|
||
Other expense, net
|
(3,094
|
)
|
|
(1.2
|
)%
|
|
(473
|
)
|
|
(0.3
|
)%
|
||
Loss before income taxes
|
(3,268
|
)
|
|
(1.2
|
)%
|
|
(3,378
|
)
|
|
(2.0
|
)%
|
||
Income tax benefit
|
(1,252
|
)
|
|
(0.5
|
)%
|
|
(1,276
|
)
|
|
(0.8
|
)%
|
||
Net loss attributable to Orion
|
(2,016
|
)
|
|
(0.7
|
)%
|
|
$
|
(2,102
|
)
|
|
(1.2
|
)%
|
|
Six months ended June 30,
|
||||||
|
2016
|
|
2015
|
||||
Cash flows provided by (used in) operating activities
|
$
|
10,131
|
|
|
$
|
(3,177
|
)
|
Cash flows used in investing activities
|
$
|
(12,465
|
)
|
|
$
|
(7,367
|
)
|
Cash flows provided by (used in) financing activities
|
$
|
2,501
|
|
|
$
|
(7,614
|
)
|
|
|
|
|
||||
Capital expenditures (included in investing activities above)
|
$
|
(12,513
|
)
|
|
$
|
(7,533
|
)
|
2016
|
$
|
5,062
|
|
2017
|
11,813
|
|
|
2018
|
13,500
|
|
|
2019
|
15,188
|
|
|
2020
|
56,062
|
|
|
|
$
|
101,625
|
|
•
|
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
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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.
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ORION GROUP HOLDINGS, INC.
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By:
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/s/ Mark R. Stauffer
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August 5, 2016
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Mark R. Stauffer
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President and Chief Executive Officer
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By:
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/s/ Christopher J. DeAlmeida
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August 5, 2016
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Christopher J. DeAlmeida
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Vice President and Chief Financial Officer
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1.
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I have reviewed this Quarterly Report on Form 10-Q of Orion Group Holdings, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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By:
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/s/ Mark R. Stauffer
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August 5, 2016
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Mark R. Stauffer
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Chief Executive Officer
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1.
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I have reviewed this Quarterly Report on Form 10-Q of Orion Group Holdings, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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/s/ Christopher J. DeAlmeida
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August 5, 2016
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Christopher J. DeAlmeida
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Chief Financial Officer
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1.
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
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By:
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/s/ Mark R. Stauffer
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August 5, 2016
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Mark R. Stauffer
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Chief Executive Officer
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By:
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/s/ Christopher J. DeAlmeida
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August 5, 2016
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Christopher J. DeAlmeida
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Chief Financial Officer
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