Attached files
| file | filename |
|---|---|
| 8-K - Orion Group Holdings Inc | v172936_8k.htm |
| EX-2.1 - Orion Group Holdings Inc | v172936_ex2-1.htm |
Orion
Marine Group Acquires T.W. LaQuay Dredging
Houston,
Texas, January 28, 2010 (NYSE: ORN) — Orion Marine Group, Inc. (the “Company”),
a leading heavy civil marine contractor serving the infrastructure sector, today
announced it has acquired Texas-based T.W. LaQuay Dredging, LLC for $60 million
in cash. The Company will fund the acquisition through proceeds
raised through its recent follow on offering.
T.W.
LaQuay Dredging is a specialty dredging services provider that focuses on near
shore dredging projects primarily along the Texas coast utilizing hydraulic
cutter suction pipeline dredging. Formed in 2000, T.W. LaQuay Dredging has
quickly built a solid reputation in the Texas dredging market by providing
quality services on projects such as the dredging of the Gulf Intracoastal
Waterway, ports, and inlets, as well as wetland creation, and shoreline
stabilization.
“This is
an exciting addition to the Orion Marine Group family,” said Mike Pearson, Orion
Marine Group’s President and Chief Executive Officer. “We are proud
to have the opportunity to continue the outstanding reputation T.W. LaQuay
Dredging has developed”.
As part
of the acquisition, Orion Marine Group will take over T.W. LaQuay Dredging’s
fleet of dredges and associated equipment including two fully operational
hydraulic cutter suction dredges, two under construction, state-of-the-art
hydraulic cutter suction dredges which will be commissioned during 2010, three
portable dredges, and several other pieces of associated
equipment. The Company plans on deploying the dredges throughout its
current operating area.
Also
included in the transaction is most of the real estate used in the operations of
T.W. LaQuay Dredging including an office and waterfront yard in Port Lavaca,
Texas and a waterfront yard near Houston, Texas. Orion Marine Group
intends to retain key management and operational staff.
“The
acquisition of T.W. LaQuay Dredging provides additional dredging resources for
increased deep-channel dredging capability as well as additional experienced
personnel,” said Mr. Pearson. “This opportunity comes at a strategic
time in the industry due to the unprecedented level of US Army Corps of
Engineers’ project lettings and continued port development all along the Gulf
Coast and Eastern Seaboard involving dredging services associated with the
expansion of the Panama Canal”.
T.W.
LaQuay Dredging will immediately bring additional revenue opportunities to the
Company. As a result, Orion Marine Group now estimates its full year
2010 revenue will be between $390 and $410 million and full year 2010 EBITDA
margin will be in the range of 16% to 18%. Additionally, T.W. LaQuay
Dredging will add approximately $25 million of backlog to the
Company.
With
regard to 2009 full year results, due to the timing of project schedules, the
Company expects full year 2009 revenue will be at or slightly below the low end
of its full year revenue growth goal of 12% - 16% as compared to full year
2008. Full year 2009 EBITDA margin is expected to be in the range of
16% to 18%. Additionally, the Company expects December 31, 2009
backlog to be up as compared with September 30, 2009 and December 31,
2008.
“This
acquisition fits very nicely into the Orion Marine Group model adding additional
revenue opportunities and the potential for strong EBITDA margins,” said Mark
Stauffer, Orion Marine Group’s Executive Vice President and Chief Financial
Officer. “As we look at the remainder of the year ahead, we believe
T.W. LaQuay Dredging will be a solid operational addition to the Company, and be
accretive in 2010”.
Stephens
Inc served as financial advisor to Orion Marine Group.
About
Orion Marine Group
Orion
Marine Group, Inc. provides a broad range of marine construction and specialty
services on, over and under the water along the Gulf Coast, the Atlantic
Seaboard and the Caribbean Basin and acts as a singlesource turnkey solution for
its customers’ marine contracting needs. Its heavy civil marine construction
services include marine transportation facility construction, dredging, repair
and maintenance, bridge building, marine pipeline construction, as well as
specialty services. Its specialty services include salvage, demolition, diving,
surveying, towing and underwater inspection, excavation and repair. The Company
is headquartered in Houston, Texas and has a 75-year legacy of successful
operations.
EBITDA
and EBITDA Margin
This
press release includes the financial measures "EBITDA" and "EBITDA margin".
These measurements may be deemed "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 and other
GAAP financial information, which information is of equal or greater
importance.
Orion
Marine Group defines EBITDA as net income before net interest expense, income
taxes, depreciation and amortization. EBITDA margin is calculated by dividing
EBITDA for the period by contract revenues for the period. The GAAP financial
measure that is most directly comparable to EBITDA margin is operating margin,
which represents operating income divided by contract revenues. EBITDA and
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 and EBITDA margin provide useful information regarding the
Company's ability to meet future debt repayment requirements 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 and EBITDA margin to provide transparency
to investors as they are commonly used by investors and others in assessing
performance. EBITDA and 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 generally accepted
accounting principles in the United States, or as a measure of the Company's
profitability or liquidity.
A
reconciliation of the Company's future EBITDA margin to the corresponding GAAP
measure is not available as these are estimated goals for the performance of the
overall operations over the planning period. These estimated goals are based on
assumptions that may be affected by actual outcomes, including but not limited
to the factors noted in the "forward looking statements" herein, in other
releases, and in filings with the Securities and Exchange
Commission.
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 Private Securities
Litigation Reform Act of 1995, the provisions of which 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,
assumptions, or goals. In particular, statements regarding future operations or
results, including those set forth in this press release (including those under
"Outlook" above), and any other statement, express or implied, concerning future
operating results or the future generation of or ability to generate revenues,
income, net income, profit, EBITDA, EBITDA margin, or cash flow, including to
service debt, and including any estimates, forecasts or assumptions regarding
future revenues or revenue growth, are forward-looking statements. Forward
looking statements also include estimated project start date, 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, 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,
and any potential contract options which may or may not be awarded in the
future, and are the sole discretion of award by the customer. Past performance
is not necessarily an indicator of future results. In light of 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.
Please
refer to the Company's Annual Report on Form 10-K, filed on March 19, 2008,
which is available on its website at www.orionmarinegroup.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.
SOURCE: Orion
Marine Group, Inc.
Orion
Marine Group, Inc.
Chris
DeAlmeida, Director of Investor Relations
713-852-6506