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):

March 30, 2021

 

Commission File Number: 0-29923

 

Orbital Energy Group, Inc.

(Exact Name of registrant as specified in Its Charter)

 

 

   Colorado

 

84-1463284

   (State or jurisdiction of

 

(I.R.S. Employer

   incorporation or organization)

 

Identification No.)

 

 

 

   1924 Aldine Western, Houston, Texas

 

77038

   (Address of Principal Executive Offices)

 

(zip code)

 

(832) 467-1420

 

(Registrant’s telephone number)

 

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 (see General Instruction A.2. below):

 

 

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 240.1 4d-2(b))

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company 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. ☐

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, $0.001 par value

OEG

Nasdaq Capital Market

 

 

 

 

 

 

 

 

 

Item 2.02. Results of Operations and Financial Condition.

 

On March 30, 2021, Orbital Energy Group, Inc. (the “Company”) issued a press release announcing the Company’s financial results for the three months and year ended December 31, 2020. The press release is being furnished with this report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. This report (including the exhibit) shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference in any filing made by the Registrant pursuant to the Securities Act of 1933, as amended, other than to the extent that such filing incorporates by reference any or all of such information by express reference thereto.

 

 

The press release is available at the Company’s website, www.orbitalenergygroup.com.

 

Section 9 - Financial Statement and Exhibits

 

Item 9.01 Financial Statement and Exhibits.

 

(d)     Exhibits

 

Exhibit No.

 

Description of Exhibit

99.1

 

Press Release dated March 30, 2021

 

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Signed and submitted this 30th day of March 30, 2021.

 

 

Orbital Energy Group, Inc.

(Registrant)

 

 By:

   /s/ Daniel N. Ford

 

        Daniel N. Ford

 

        Chief Financial Officer

 

 

Exhibit 99.1

  LOGO.JPG

 

Orbital Energy Group Reports Fourth Quarter and Full Year 2020 Financial Results

 

Fourth Quarter and Full Year Revenues Increased 99% and 63.5%
Year over Year, Respectively

 

HOUSTON, March 30, 2021 -- Orbital Energy Group, Inc. (Nasdaq: OEG) (“Orbital Energy” or the “Company”) today reported unaudited financial results for the three and twelve months ended December 31, 2020.

 

Financial and Operating Highlights:

 

 

Reported total revenues of $11.3 million for the fourth quarter of 2020 and $38.4 million for the full year 2020, compared to $5.7 million and $23.5 million for the fourth quarter and full year 2019, respectively;

 

 

Gross profit was $3.1 million for the fourth quarter of 2020 and $7.1 million for the full year 2020, compared to $1.5 million for the fourth quarter of 2019 and $5.8 million for the full year 2019, the improvement attributable to increased revenues; this improvement is expected to continue throughout 2021;

 

 

Gross margin was 27.7% for the fourth quarter of 2020 and 18.5% for the full year 2020, compared to 26.0% and 24.7% for the fourth quarter and full year 2019, respectively;

 

 

Operating loss was $8.2 million for the fourth quarter of 2020 and $28.8 million for the full year 2020, compared to $4.9 million and $16.0 million for the fourth quarter and full year 2019, respectively, mainly due to higher SG&A expenses associated with Orbital Solar and Orbital Power Services;

 

 

Held Cash and cash equivalents of $3.0 million and Restricted cash of $1.5 million as of December 31, 2020;

 

 

Total backlog was $40.4 million compared to $9.6 million at December 31, 2019, reflecting backlog growth at both Orbital Solar and Orbital Power Services;

 

 

Signed Master Services Agreement with a midwestern investor-owned utility, expected to generate significant recurring monthly revenues and increase the T&D division's revenues by approximately 30% on an annualized basis;

 

 

Subsequent to year end, launched new subsidiary, Eclipse Foundation Group, a drilled shaft foundation construction company that specializes in providing services to the electric transmission and substation, industrial, communication towers and disaster restoration market sectors, with expertise in water, marsh and rock terrains;

 

 

During January 2021, the Company raised $45 million in equity capital, before costs and fees, to accelerate growth both organically and through strategic acquisitions;

 

 

The Orbital Solar Services subsidiary was named the engineering, procurement, and construction ("EPC") company "of choice" for the newly-formed Black Sunrise Half Century Fund, which over the next three years expects to build over 1 gigawatt of solar power with a beginning investment of $725 million.

 

Commentary

 

“During 2020, we continued to successfully execute on our strategy to transform Orbital Energy Group into a diversified energy infrastructure services provider,” said Jim O'Neil, vice chairman and CEO of Orbital Energy Group. “This includes the formation of our Orbital Power, Orbital Solar and Eclipse Foundation Services businesses, as well as expanding our gas products and integration services into renewable gas opportunities. Despite last year’s COVID related challenges, we made progress in advancing our infrastructure strategy in 2020 and believe we are now well positioned for robust, long-term growth throughout our various business segments.”

 

 

 

Mr. O’Neil added, “Our electric power transmission and distribution, utility scale solar, and foundation services are well positioned to take advantage of positive multi-year industry trends.  Aging electric power infrastructure, the shift from fossil fuel to renewable generation, and advancing grid technologies are all factors supporting OEG’s growth opportunities.”

 

Conference Call

 

Management will host a conference call today, March 30, 2021 at 8:30 AM ET to discuss these results as well as recent corporate developments. After management's opening remarks, there will be a question-and-answer period. To access the call, please dial (888) 734-0328 or (678) 894-3054 and provide conference ID 5593249. A live webcast of the conference call and accompanying slide presentation can be accessed via the Investor Relations/Events & Presentations section of the Orbital Energy website (www.orbitalenergygroup.com).

 

For those unable to attend the live call, a telephonic replay will be available until April 15, 2021. To access the replay of the call dial (855) 859-2056 or (404) 537-3406 and provide conference ID 5593249. An archived copy of the webcast and slide presentation will also be available via the link provided above.

 

About Orbital Energy Group

 

Orbital Energy Group, Inc. (Nasdaq: OEG) is creating a diversified full-service electrical, telecommunications, and renewable infrastructure services platform through the acquisition and development of innovative companies. Orbital Energy's group of businesses includes: Orbital Gas Systems, Inc., Orbital Power Services, Eclipse Foundation Group and Orbital Solar Services. Orbital Gas Systems is a 30-year leader in innovative gas solutions, serving the energy, power and processing markets through the design, installation and commissioning of industrial gas sampling, measurement and delivery systems. Orbital Power Services provides engineering, construction, maintenance and emergency response solutions to the power, utilities and midstream markets. Eclipse Foundation Group is a drilled shaft foundation construction company that specializes in providing services to the electric transmission and substation, industrial, communication towers and disaster restoration market sectors, with expertise in water, marsh and rock terrains. Orbital Solar Services provides engineering, procurement and construction ("EPC") expertise in the renewable energy industry and established relationships with solar developers and panel manufacturers in the utility scale solar market. As a publicly traded company, Orbital Energy Group is dedicated to maximizing shareholder value. But most important, our commitment to conduct business with a high level of integrity, respect, and philanthropic dedication allows the organization to make a difference in the lives of their customers, employees, investors and global community.

 

For more information please visit: www.orbitalenergygroup.com

 

 

 

 

Important Cautions Regarding Forward Looking Statements

 

This document contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are subject to risks and uncertainties that could cause actual results to vary materially from those projected in the forward-looking statements. The Company may experience significant fluctuations in future operating results due to a number of economic, competitive, and other factors, including, among other things, our reliance on third-party manufacturers and suppliers, government agency budgetary and political constraints, new or increased competition, changes in market demand, and the performance or reliability of our products. These factors and others could cause operating results to vary significantly from those in prior periods, and those projected in forward-looking statements. Additional information with respect to these and other factors, which could materially affect the Company and its operations, are included in certain forms the Company has filed with the Securities and Exchange Commission.

 

Investor Relations:
KCSA Strategic Communications
David Hanover
T: 212-896-1220
orbital@kcsa.com  

 

 

 

Orbital Energy Group, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

 

   

December 31,

   

December 31,

 

(In thousands, except share and per share amounts)

 

2020

   

2019

 

Assets:

               

Current Assets:

               

Cash and cash equivalents

  $ 3,046     $ 23,351  

Restricted cash - current

    452        

Trade accounts receivable, net of allowance

    8,487       5,295  

Inventories

    1,123       1,631  

Contract assets

    7,860       2,309  

Note receivable, current portion

    44        

Prepaid expenses and other current assets

    3,786       2,215  

Assets held for sale, current portion

          6,893  

Total current assets

    24,798       41,694  

Property and equipment, less accumulated depreciation

    6,395       4,454  

Investment

    1,063       4,865  

Right of use assets - Operating leases

    7,054       5,524  

Goodwill

    7,006        

Other intangible assets, net

    13,697       4,298  

Restricted cash

    1,026        

Note receivable

    3,602       3,253  

Deposits and other assets

    1,404       70  

Total assets

  $ 66,045     $ 64,158  
                 

Liabilities and Stockholders' Equity:

               

Current Liabilities:

               

Accounts payable

  $ 9,913     $ 2,904  

Notes payable, current

    12,246       473  

Line of credit

    441        

Operating lease obligations - current portion

    1,784       821  

Accrued expenses

    5,882       5,159  

Contract liabilities

    6,810       1,668  

Liabilities held for sale, current portion

          4,970  

Total current liabilities

    37,076       15,995  
                 

Notes payable, less current portion

    5,056        

Operating lease obligations, less current portion

    5,211       4,852  

Contingent consideration

    720        

Other long-term liabilities

    835       194  

Total liabilities

    48,898       21,041  
                 

Commitments and contingencies

               
                 

Stockholders' Equity:

               

Preferred stock, par value $0.001; 10,000,000 shares authorized; no shares issued at December 31, 2020 or December 31, 2019

           

Common stock, par value $0.001; 325,000,000 shares authorized; 31,029,642 shares issued and 30,676,579 shares outstanding at December 31, 2020 and 28,736,436 shares issued and 28,383,373 shares outstanding at December 31, 2019

    31       29  

Additional paid-in capital

    171,616       170,106  

Treasury stock at cost; 353,063 shares held at December 31, 2020 and December 31, 2019

    (413 )     (413 )

Accumulated deficit

    (149,681 )     (122,234 )

Accumulated other comprehensive loss

    (4,406 )     (4,371 )

Total stockholders' equity

    17,147       43,117  

Total liabilities and stockholders' equity

  $ 66,045     $ 64,158  
 

 

Orbital Energy Group, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

 

   

For the Three Months

   

For the Year

 

(in thousands, except share and per share amounts)

 

Ended December 31,

   

Ended December 31,

 
   

2020

   

2019

   

2020

   

2019

 
                                 

Revenues

  $ 11,336     $ 5,700     $ 38,414     $ 23,492  
                                 

Cost of revenues

    8,194       4,217       31,315       17,680  
                                 

Gross profit

    3,142       1,483       7,099       5,812  
                                 

Operating expenses:

                               

Selling, general and administrative expense

    8,237       5,972       29,395       20,063  

Depreciation and amortization

    1,464       389       4,749       1,544  

Research and development

    (6 )     16       45       139  

Provision for bad debt

    1,616       21       1,639       131  

Other operating (income) expense

    1       (7 )     24       (20 )
                                 

Total operating expenses

    11,312       6,391       35,852       21,857  
                                 

Loss from operations

    (8,170 )     (4,908 )     (28,753 )     (16,045 )
                                 

Other income

    897       1,132       959       567  

Interest expense

    (834 )     (26 )     (1,303 )     (61 )
                                 

Loss from continuing operations before income taxes and equity in net loss of affiliate

    (8,107 )     (3,802 )     (29,097 )     (15,539 )

Net loss of affiliate

          (333 )     (4,806 )     (1,043 )

Loss from continuing operations before taxes

    (8,107 )     (4,135 )     (33,903 )     (16,582 )
                                 

Income tax benefit

    (335 )     (1,191 )     (3,546 )     (2,956 )
                                 

Loss from continuing operations, net of income taxes

    (7,772 )     (2,944 )     (30,357 )     (13,626 )
                                 

Discontinued operations

                               

Income from operations of discontinued power and electromechanical businesses

    141       6,673       3,653       12,908  

Income tax expense (benefit)

    (92 )     (722 )     743       411  

Income from discontinued operations, net of income taxes

    233       7,395       2,910       12,497  
                                 

Net Income (loss)

  $ (7,539 )   $ 4,451     $ (27,447 )   $ (1,129 )
                                 

Basic and diluted weighted average common shares outstanding

    30,464,207       28,706,671       29,937,863       28,654,500  
                                 

Loss from continuing operations per common share - basic and diluted

  $ (0.26 )   $ (0.10 )   $ (1.02 )   $ (0.48 )
                                 

Income from discontinued operations - basic and diluted

  $ 0.01     $ 0.26     $ 0.10     $ 0.44  
                                 

Loss per common share - basic and diluted

  $ (0.25 )   $ 0.16     $ (0.92 )   $ (0.04 )
 

 

Orbital Energy Group, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

    For the Year Ended December 31,  
   

2020

   

2019

 

CASH FLOWS FROM OPERATING ACTIVITIES:

               

Net loss

  $ (27,447 )   $ (1,129 )

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

               

Depreciation

    820       724  

Amortization of intangibles

    4,421       1,637  

Amortization of debt discount

    75        

Amortization of note receivable discount

    (288 )     (70 )

Stock issued and stock to be issued for compensation, royalties and services

    280       215  

Non-cash loss on equity method investment in affiliate

    4,806       1,043  

Non-cash fair value gain on equity method investment purchase

          (629 )

Non-cash royalties, net (see Note 2 - Investment and Note Receivable)

          5  

Provision for bad debt

    1,639       136  

Deferred income taxes

    (1,006 )     (2,574 )

Non-cash unrealized foreign currency gain

    (310 )     (422 )

Impairment of goodwill and other intangible assets

          278  

Inventory reserve

    (424 )     79  

Loss on disposal of assets

    39       31  

Gain on sale of businesses

    (14 )     (14,100 )
                 

(Increase) decrease in operating assets:

               

Trade accounts receivable

    3,675       1,510  

Inventories

    3,766       (119 )

Contract assets

    (2,250 )     (512 )

Prepaid expenses and other current assets

    1,614       121  

Right of use assets - Operating leases

    (1,151 )     1,825  

Deposits and other assets

    (1,197 )     31  

Increase (decrease) in operating liabilities:

               

Accounts payable

    (3,521 )     1,708  

Operating lease liabilities

    929       (1,755 )

Accrued expenses

    (1,208 )     2,189  

Refund liabilities

          (1,339 )

Contract liabilities

    1,720       (401 )

NET CASH USED IN OPERATING ACTIVITIES

    (15,032 )     (11,518 )
                 

CASH FLOWS FROM INVESTING ACTIVITIES:

               

Cash paid for acquisition, net of cash received

    (2,981 )      

Purchases of property and equipment

    (1,696 )     (321 )

Cash paid for working capital adjustment on Power group disposition

    (2,804 )      

Sale of discontinued operations, net of cash

    (227 )     35,396  

Proceeds from sale of restricted investment

          400  

Proceeds from sale of property and equipment

    605       21  

Purchase of other intangible assets

    (11 )     (353 )

Purchase of convertible note receivable

    (260 )      

Purchase of investment

    (532 )     (2,068 )

Proceeds from Notes receivable

          313  

NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES

    (7,906 )     33,388  
                 

CASH FLOWS FROM FINANCING ACTIVITIES:

               

Proceeds from overdraft facility

          6,842  

Payments on overdraft facility

          (8,208 )

Proceeds from line of credit

    100       27,483  

Payments on line of credit

    (109 )     (28,462 )

Payments on financing lease obligations

    (4 )     (4 )

Cash payments for repurchases of common stock

          (413 )

Proceeds from notes payable

    8,145        

Payments on notes payable

    (4,131 )     (303 )

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES

    4,001       (3,065 )
                 

Effect of exchange rate changes on cash

    110       44  

Net (decrease) increase in cash, cash equivalents and restricted cash

    (18,827 )     18,849  

Cash, cash equivalents and restricted cash at beginning of year

    23,351       4,502  

CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF YEAR

  $ 4,524     $ 23,351  
 

 

Reconciliation of Non-GAAP Financial Measures

 

EBITDA, Adjusted EBITDA and Adjusted Net Income (loss) are non-GAAP financial measures and are reconciled in the table below. These non-GAAP financial measures do not represent funds available for management's discretionary use and is not intended to represent cash flow from operations. EBITDA, Adjusted EBITDA and Adjusted Net Income (loss) should not be construed as a substitute for net loss or as a better measure of liquidity than cash flow from operating activities, which is determined in accordance with United States generally accepted accounting principles ("GAAP"). EBITDA, Adjusted EBITDA and Adjusted Net Income (loss) exclude components that are significant in understanding and assessing the company's results of operations and cash flows. In addition, EBITDA, Adjusted EBITDA and Adjusted Net Income (loss) are not terms defined by GAAP and as a result our measure of EBITDA, Adjusted EBITDA and Adjusted Net Income (loss) might not be comparable to similarly titled measures used by other companies. However, EBITDA, Adjusted EBITDA and Adjusted Net Income (loss) are used by management to evaluate, assess and benchmark the company's operational results and the company believes EBITDA, Adjusted EBITDA, and Adjusted Net Income (loss) are relevant and useful information which are often reported and widely used by analysts, investors and other interested parties in the Company's industry. Accordingly, the Company is disclosing this information to permit a more comprehensive analysis of its operating performance, to provide an additional measure of performance and liquidity and to provide additional information with respect to the Company's ability to meet future debt service, capital expenditure and working capital requirements. Adjusted Net Income (loss) eliminates the amortization expenses associated with intangible assets acquired with Orbital Gas Systems Limited, CUI-Canada and Reach Construction as well as non-cash expenses associated with impairments, Gains on sale of businesses, non-cash gains and losses related to the Company's equity method investment in VPS and stock and stock options for compensation, royalties and services during the period.

 

 

(in thousands)

 

For the Three Months Ended

   

For the Nine Months Ended

 

(Unaudited)

 

December 31

   

December 31

 
   

2020

   

2019

   

2020

   

2019

 

EBITDA:

                               

Net income (loss)

  $ (7,539 )   $ 4,451     $ (27,447 )   $ (1,129 )

Plus Interest expense

    834       29       1,303       338  

Plus: (Benefit) provision for taxes

    (427 )     (1,913 )     (2,803 )     (2,545 )

Plus: Depreciation and amortization

    1,625       390       5,241       2,361  

EBITDA

  $ (5,507 )   $ 2,957     $ (23,706 )   $ (975 )
                                 
                                 

Adjusted EBITDA:

                               

Less: Gain on disposal of discontinued operation

          (10,469 )     (14 )     (14,100 )

Plus: Bad debt

    1,616       46       1,639       136  

Plus: Impairment of goodwill and intangible assets

          278             278  

Plus: Stock and stock to be issued for compensation, royalties and services

    268       60       280       215  

Plus: Pretax gain on assets contributed as part of the purchase of VPS

                      (629 )

Plus: Net loss of affiliate

          333       4,806       1,043  

Adjusted EBITDA

  $ (3,623 )   $ (6,795 )   $ (16,995 )   $ (14,032 )
                                 

Adjusted net income (loss):

                               
                                 

Net loss

  $ (7,539 )   $ 4,451     $ (27,447 )   $ (1,129 )

Less: Gain on disposal of discontinued operation

          (10,469 )     (14 )     (14,100 )

Plus: Impairment of goodwill and intangible assets

          278             278  

Plus: Amortization expense of Orbital, CUI-Canada and Reach Construction acquisition intangibles

    1,321       243       4,193       1,126  

Plus: Stock and stock to be issued for compensation, royalties and services

    268       60       280       215  

Plus: Pretax gain on assets contributed as part of the purchase of VPS

                      (629 )

Plus: Net loss of affiliate

          333       4,806       1,043  

Adjusted net loss

  $ (5,950 )   $ (5,104 )   $ (18,182 )   $ (13,196 )