Orion Group Holdings Inc 10-K

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock is listed on the New York Stock Exchange (“NYSE”) and trades under the symbol “ORN”. Holders As of February 19, 2021, we had approximately 6,340 stockholders of record including beneficial holders. Issuer Repurchase of Equity Securities None ​ 24 Table of Contents Performance Graph* The following graph shows the changes in the value of $100 invested in (1) the common stock of Orion Group Holdings, Inc., (2) the Standard & Poor’s 500 Stock Index and (3) the Dow Jones Heavy Construction Group Index. The values of each investment are based on share price appreciation, with reinvestment of all dividends, assuming any were paid. For each graph, the investments are assumed to have occurred at the beginning of each period. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2015 2016 2017 2018 2019 2020 Orion Group Holdings, Inc. 100.00 238.61 ​ 187.77 ​ 102.88 124.46 ​ 118.94 S&P 500 100.00 109.54 ​ 130.81 ​ 122.65 158.07 ​ 183.77 Dow Jones US Heavy Civil Construction 100.00 122.45 ​ 127.96 ​ 93.88 125.04 ​ 150.92 * This table and the information therein is being furnished but not filed. Securities Authorized for Issuance Under Equity Compensation Plans The information required by Item 201(d) of Regulation S-K is hereby incorporated by reference from our definitive proxy statement to be filed with the SEC pursuant to Regulation 14A no later than April 30, 2021. ​ ​ 25 Table of Contents Item 6. SELECTED FINANCIAL DATA The following table presents selected financial data for each of the last five fiscal years. This selected financial data should be read in conjunction with the Consolidated Financial Statements and related notes beginning on page F-1 of this Annual Report on Form 10-K and Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. These historical results are not necessarily indicative of the results of operations to be expected for any future period. The table below includes the non-U.S. GAAP operating performance measures of EBITDA and Adjusted EBITDA. For a definition of EBITDA and Adjusted EBITDA and a reconciliation to net income calculated and presented in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"), please see “ Non-U.S. GAAP Financial Measures” immediately below. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amounts in thousands, except share and per share information ​ 2020 2019 2018 2017 2016 Contract revenues (1) ​ $ 709,942 ​ $ 708,390 ​ $ 520,894 ​ $ 578,553 ​ $ 578,236 Gross profit ​ 84,703 ​ 64,041 ​ 16,776 ​ 62,240 ​ 67,482 Selling, general and administrative expenses ​ 65,091 ​ 61,012 ​ 53,197 ​ 56,640 ​ 64,987 Other expense, net ​ (4,390) ​ (5,684) ​ (6,115) ​ (5,679) ​ (6,113) Net income (loss) ​ 20,220 ​ (5,359) ​ (94,422) ​ 400 ​ (3,620) Net income (loss) per share: ​ ​ ​ ​ ​ ​ Basic ​ $ 0.67 ​ $ (0.18) ​ $ (3.31) ​ $ 0.01 ​ $ (0.13) Diluted ​ $ 0.67 ​ $ (0.18) ​ $ (3.31) ​ $ 0.01 ​ $ (0.13) Weighted average shares outstanding: ​ ​ ​ ​ ​ ​ Basic ​ 30,122,362 ​ 29,322,054 ​ 28,518,353 ​ 28,029,936 ​ 27,536,967 Diluted ​ 30,122,362 ​ 29,322,054 ​ 28,518,353 ​ 28,354,280 ​ 27,536,967 Other Financial Data ​ ​ ​ ​ ​ ​ EBITDA ​ $ 54,150 ​ $ 31,371 ​ $ (67,049) ​ $ 31,070 ​ $ 38,295 Adjusted EBITDA ​ $ 54,423 ​ $ 39,550 ​ $ 26,274 ​ $ 33,373 ​ $ 40,575 Capital expenditures ​ 14,694 ​ 17,199 ​ 17,714 ​ 10,729 ​ 18,715 Cash interest expense ​ 3,187 ​ 6,311 ​ 4,819 ​ 4,413 ​ 5,031 Depreciation and amortization ​ 27,217 ​ 28,407 ​ 31,799 ​ 29,491 ​ 34,162 Net cash provided by (used in): ​ ​ ​ ​ ​ ​ Operating activities ​ 46,032 ​ (716) ​ 21,931 ​ 34,133 ​ 23,149 Investing activities ​ (3,129) ​ (13,331) ​ (13,300) ​ (10,080) ​ (17,686) Financing activities ​ (42,400) ​ 6,449 ​ (9,033) ​ (15,272) ​ (6,503) (1) ASU 2014-09, Revenue from Contracts with Customers (Topic 606), adopted on January 1, 2018, using the modified retrospective method. Prior years have not been recast. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (in thousands) 2020 2019 2018 2017 2016 Balance Sheet Data: ​ ​ ​ ​ ​ Cash, cash equivalents and restricted cash ​ $ 1,589 ​ $ 1,086 ​ $ 8,684 ​ $ 9,086 ​ $ 305 Working capital ​ 54,789 ​ 62,213 ​ 50,750 ​ 69,797 ​ 77,588 Total assets ​ 414,189 ​ 394,844 ​ 312,870 ​ 433,285 ​ 447,676 Total debt, net of debt issuance costs ​ 33,867 ​ 71,697 ​ 79,065 ​ 85,941 ​ 101,265 Total stockholders’ equity ​ 159,494 ​ 138,021 ​ 141,585 ​ 231,266 ​ 226,204 ​ Non-U.S. GAAP Financial Measures We include in this Annual Report on Form 10-K the non-U.S. GAAP financial measures of EBITDA and Adjusted EBITDA. We define EBITDA as earnings before interest, income taxes, depreciation and amortization. Adjusted EBITDA is a non-GAAP measure that represents EBITDA adjusted for certain non-recurring project adjustments and expenses, changes in accounts receivable reserves and goodwill impairment charges. EBITDA and Adjusted EBITDA are used as 26 Table of Contents supplemental operating performance measures by our management and by external users of our financial statements such as investors, commercial banks and others, to assess: ● the ability of our assets to generate cash sufficient to pay interest costs and support our indebtedness; ● our operating performance and return on capital as compared to those of other companies in our industry, without regard to financing or capital structure; and ● the viability of acquisitions and capital expenditure projects and the overall rates of return on alternative investment opportunities. EBITDA and Adjusted EBITDA are not presentations made in accordance with U.S. GAAP. EBITDA and Adjusted EBITDA should not be considered an alternative to, or more meaningful than, net income, operating income, cash flows from operating activities or any other measure of performance presented in accordance with U.S. GAAP as measures of operating performance. Because EBITDA and Adjusted EBITDA excludes some, but not all, items that affect net income and is defined differently by different companies in our industry, our definition of EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures of other companies. EBITDA and Adjusted EBITDA have important limitations as analytical tools, and you should not consider them in isolation. The following table provides a reconciliation of EBITDA and Adjusted EBITDA to our net income for the periods indicated as calculated and presented in accordance with U.S. GAAP: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2020 2019 2018 2017 2016 Net income (loss) ​ $ 20,220 ​ $ (5,359) ​ $ (94,422) ​ $ 400 ​ $ (3,620) Income tax expense (benefit) ​ 1,976 ​ 1,868 ​ (12,233) ​ (4,541) ​ 1,581 Interest expense, net ​ 4,737 ​ 6,455 ​ 7,807 ​ 5,720 ​ 6,172 Depreciation and amortization ​ 27,217 ​ 28,407 ​ 31,799 ​ 29,491 ​ 34,162 EBITDA ​ 54,150 ​ 31,371 ​ (67,049) ​ 31,070 ​ 38,295 Stock-based compensation ​ ​ 1,998 ​ ​ 2,753 ​ ​ 2,238 ​ ​ 2,303 ​ ​ 2,280 ERP implementation ​ ​ 1,488 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ISG initiative ​ ​ 369 ​ ​ 4,781 ​ ​ — ​ ​ — ​ ​ — Severance ​ ​ 175 ​ ​ 645 ​ ​ — ​ ​ — ​ ​ — Gain on involuntary disposition of assets, net ​ ​ (2,859) ​ ​ — ​ ​ — ​ ​ — ​ ​ — Changes in cost estimates ​ — ​ — ​ 22,770 ​ — ​ — (Recovery) reserve on accounts receivable ​ (898) ​ — ​ 4,280 ​ — ​ — Goodwill impairment charges ​ — ​ — ​ 69,483 ​ — ​ — Legal settlement ​ — ​ — ​ (5,448) ​ — ​ — Adjusted EBITDA ​ $ 54,423 ​ $ 39,550 ​ $ 26,274 ​ $ 33,373 ​ $ 40,575 ​ ​ ​ 27 Table of Contents