jun42008_8k.htm
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): June 4, 2008
ORION
MARINE GROUP, INC.
(Exact
name of Registrant as specified in its charter)
|
Delaware
|
333-145588
|
26-0097459
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification Number)
|
12550
Fuqua St.
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))
|
Item
8.01 Other
Events
As
mentioned in Orion Marine Group, Inc.’s (the “Company”) earnings conference call
on May 8, 2008, the Company experienced margin pressure in the first quarter
related to two projects involving dredging services in which trash levels were
higher than anticipated. The Company also mentioned that it expected
margin pressure from these projects to continue in the second
quarter. The Company now anticipates the collective second quarter
gross profit impact from these two projects will be approximately $2 million
dollars. While both projects are expected to be completed in the second quarter,
the total impact from the two jobs may impact full year results. The
Company continues to be encouraged about its end markets and the opportunities
they present.
As a
reminder, the matters discussed in this filing may constitute or include
projections or other forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. 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, any statement, express or implied, concerning future operating
results or the future generation of or ability to generate revenues, income, net
income, profit 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 (i)
estimates and forecasts of and assumptions regarding gross profit, gross margin,
EBITDA, EBITDA margin, backlog, capital expenditures, and administrative
expenses; and (ii) statements regarding projects or contracts in process, in
negotiation, pending award, or being bid, including associated anticipated
revenues and expected or scheduled completion dates. Forward looking statements
involve risks, including those associated with the Company’s fixed price
contracts, dependence on government contracts and funding, bonding requirements
and obligations, government regulation, and fluctuations in quarterly and other
fiscal period operations, that can cause actual results to
differ materially form current expectations, estimates or forecasts.
Moreover, 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 filing 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 EDGAR site 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.
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 hereunto
duly authorized.
ORION MARINE GROUP, INC.
_/s/ Mark R.
Stauffer________________
By: Mark
R. Stauffer
Title: Chief
Financial Officer