8-K

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):

November 15, 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 November 15, 2021, Orbital Energy Group, Inc. (the “Company”) issued a press release announcing the Company’s financial results for the three and nine months ended September 30, 2021. 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 November 15, 2021
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 15^th day of November 2021.

Orbital Energy Group, Inc.

(Registrant)

By:	/s/ Daniel N. Ford
	Daniel N. Ford
	Chief Financial Officer

EX-99.1

Exhibit 99.1

Orbital Energy Group Reports Third Quarter 2021 Financial Results

Company Reports 90% Sequential Revenue Increase and Third Quarter Gross Profit 

HOUSTON, (November 15, 2021) — Orbital Energy Group, Inc. (Nasdaq: OEG) ("Orbital Energy" or the "Company") today reported unaudited financial results for the three and nine months ended September 30, 2021.

Third Quarter Highlights

● Revenues of $30.9 million, compared to $16.3 million in the prior quarter and $13.6 million for the third quarter of 2020;

● Gross profit of $3.8 million, compared to gross loss of $1.2 million in the second quarter of 2021 and gross profit of $2.4 million in the prior-year quarter;

● Operating loss of $11.7 million, a $6.5 million sequential improvement;

● Gibson Technical Services (“GTS”) awarded multiple Rural Opportunity Digital Fund (RDOF) awards for Charter Communications and TEC

● Acquired IMMCO, Inc., a full-service telecom engineering and network design company;

● Orbital Solar Services awarded 130-MW utility-scale solar farm project

"Our third quarter results reflect the progression of our ongoing strategy to build a full-service infrastructure services platform. Revenues more than doubled year-over-year primarily driven by continued organic growth within Orbital Power Systems, a full quarter’s contribution from Gibson Technical Services and our tuck-in acquisition of IMMCO," said Jim O'Neil, Vice Chairman and CEO of Orbital Energy Group. " In addition, Orbital Solar was awarded its second large utility scale solar project, and our total backlog increased by $115 million during the quarter. As our revenue ramps, we expect increased efficiencies and improved margins in the fourth quarter, as we continue on our path to profitability through a combination of sustained organic growth and strategic acquisitions."

Third Quarter 2021 Financial Results

Total revenue was $30.9 million, compared to $16.3 million in the previous quarter and $13.6 million in the third quarter of 2020.

Electric Power and Solar Infrastructure Services revenue for the quarter was $24.8 million, compared to $11.5 million in the second quarter of 2021 and $9.5 million in the third quarter of 2020.  The increase was primarily due to the acquisitions of GTS and IMMCO, as well as Orbital Power Inc.’s continued growth with utility customers throughout the southern United States. Integrated Energy Infrastructure Solutions and Services revenue was $6.1 million in the third quarter, compared to $4.8 million in the second quarter and $4.1 million in the year-ago quarter. The increase was due to significantly higher revenue in our U.K. operations and slightly higher revenue in the North American operations.

Gross profit in the third quarter was $3.8 million, compared to a gross loss of $1.2 million in the second quarter and gross profit of $2.4 million in the third quarter of 2020. The sequential and year-over-year improvement was primarily due to increased revenues which more than offset higher ramp-up costs within Orbital Power Systems.

Total operating expenses were $15.5 million, compared to $17.1 in the prior quarter and $8.7 million in the third quarter of 2020. The sequential decrease was primarily due to reduced equity vesting and other stock-related expenses, while the year-over-year increase was primarily due to ramp-up costs and the inclusion of GTS and IMMCO in the current year.

Loss from operations before taxes was $12.2 million, compared to $17.2 million in the previous quarter and $5.8 million in the third quarter of 2020. The sequential improvement is primarily due to improved gross profit, while the year-over-year decline was due to ramp-up costs.

Conference Call

Management will host a conference call today, November 15, 2021 at 8:30 am ET to discuss these results and 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 1137919. 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 December 1, 2021. To access the replay of the call dial (855) 859-2056 or (404) 537-3406 and provide conference ID 1137919. An archived copy of the webcast and slide presentation will also be available via the link provided above.

About Orbital

Orbital Energy Group, Inc. (Nasdaq: OEG) is creating a diversified energy services platform through the acquisition and development of innovative companies. Orbital Energy's group of businesses includes Orbital Power Services, Orbital Solar Services, Orbital Telecom Services and Orbital Gas Systems.

Orbital Power Services provides engineering, construction, maintenance and emergency response solutions to the power, utilities, and midstream markets.

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.

Orbital Telecom Services, operating as Gibson Technical Services, has nationwide locations equipped to effectively support multi-vendor OEM technology environments and outside plant construction operations on an as-needed basis with specialized services in broadband, wireless, outside plant and building technologies, including healthcare.

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.

As a publicly traded company, Orbital Energy 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

Forward Looking Statements

This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and Private Securities Litigation Reform Act, as amended, including those relating to the expected use of proceeds.  These statements may be identified by the use of forward-looking expressions, including, but not limited to, “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “potential,” “predict,” “project,” “should,” “would” and similar expressions and the negatives of those terms.  These statements relate to future events and involve known and unknown risks,

uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any results, performance or achievements expressed or implied by the forward-looking statements. Such factors include the risk factors set forth in the Company’s filings with the SEC, including, without limitation, its Annual Report on Form 10-K for the year ended December 31, 2020, its periodic reports on Form 10-Q, and its Current Reports on Form 8-K filed in 2020 and 2021, as well as the risks identified in the shelf registration statement and the prospectus supplement relating to the offering. Prospective investors are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this press release. Orbital undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

Investor Relations:

Three Part Advisors

John Beisler or Steven Hooser

817-310-8776
investors@orbitalenergygroup.com      

Orbital Energy Group, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

	September 30,			December 31,
(in thousands, except share and per share amounts)	2021			2020
Assets:
Current Assets:
Cash and cash equivalents	$	11,179		$	3,046
Restricted cash - current		150			452
Trade accounts receivable, net of allowance of $1,348 and $1,227 at September 30, 2021 and December 31, 2020, respectively		22,953			8,487
Inventories		1,790			1,123
Contract assets		9,048			7,860
Note receivable, current portion		44			44
Prepaid expenses and other current assets		5,926			3,786
Total current assets		51,090			24,798
Property and equipment, less accumulated depreciation of $3,814 and $2,158 at September 30, 2021 and December 31, 2020, respectively		14,800			6,395
Investment		1,063			1,063
Right of use assets - Operating leases		12,880			7,054
Right of use assets - Financing leases		11,238			-
Goodwill		30,337			7,006
Other intangible assets, net		41,304			13,697
Restricted cash		1,026			1,026
Note receivable		3,210			3,602
Deposits and other assets		1,083			1,404
Total assets	$	168,031		$	66,045
Liabilities and Stockholders' Equity:
Current Liabilities:
Accounts payable	$	7,710		$	9,913
Notes payable, current		25,175			12,246
Line of credit		—			441
Operating lease obligations - current portion		3,895			1,784
Financing lease obligations - current portion		3,805			1
Accrued expenses		10,290			5,881
Contract liabilities		4,188			6,810
Total current liabilities		55,063			37,076
Notes payable, less current portion		4,854			5,056
Operating lease obligations, less current portion		8,897			5,211
Financing lease obligations, less current portion		7,561			—
Contingent consideration		720			720
Other long-term liabilities		69			835
Total liabilities		77,164			48,898
Commitments and contingencies
Stockholders' Equity:
Preferred stock, par value $0.001; 10,000,000 shares authorized; no shares issued at September 30, 2021 or December 31, 2020		—			—
Common stock, par value $0.001; 325,000,000 shares authorized; 66,161,108 shares issued and 65,808,045 shares outstanding at September 30, 2021 and 31,029,642 shares issued and 30,676,579 shares outstanding at December 31, 2020		66			31
Additional paid-in capital		281,498			171,616
Treasury stock at cost; 353,063 shares held at September 30, 2021 and December 31, 2020		(413	)		(413	)
Accumulated deficit		(185,993	)		(149,681	)
Accumulated other comprehensive loss		(4,291	)		(4,406	)
Total stockholders' equity		90,867			17,147
Total liabilities and stockholders' equity	$	168,031		$	66,045

Orbital Energy Group, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

	For the Three Months						For the Nine Months
(in thousands, except share and per share amounts)	Ended September 30,						Ended September 30,
	2021			2020			2021			2020
Revenues	$	30,919		$	13,615		$	56,718		$	27,078
Cost of revenues		27,131			11,261			55,400			23,121
Gross profit		3,788			2,354			1,318			3,957
Operating expenses:
Selling, general and administrative expense		13,701			7,179			43,856			21,158
Depreciation and amortization		1,738			1,454			4,668			3,285
Research and development		1			6			2			51
Provision for bad debt		87			15			65			23
Other operating (income) expense		(6	)		23			(15	)		23
Total operating expenses		15,521			8,677			48,576			24,540
Loss from operations		(11,733	)		(6,323	)		(47,258	)		(20,583	)
Other income		754			860			3,009			62
Interest expense		(1,266	)		(333	)		(3,098	)		(469	)
Loss from continuing operations before income taxes and net loss of affiliate		(12,245	)		(5,796	)		(47,347	)		(20,990	)
Net loss of affiliate		—			—			—			(4,806	)
Loss from continuing operations before income taxes		(12,245	)		(5,796	)		(47,347	)		(25,796	)
Income tax benefit		(2,098	)		(61	)		(11,035	)		(3,211	)
Loss from continuing operations, net of income taxes		(10,147	)		(5,735	)		(36,312	)		(22,585	)
Discontinued operations
Income from operations of discontinued power and electromechanical businesses		—			3,403			—			3,512
Income tax expense		—			870			—			835
Income from discontinued operations, net of income taxes		—			2,533			—			2,677
Net loss	$	(10,147	)	$	(3,202	)	$	(36,312	)	$	(19,908	)
Basic and diluted weighted average common shares outstanding		62,823,330			30,430,422			53,142,557			29,761,135
Loss from continuing operations per common share - basic and diluted	$	(0.16	)	$	(0.19	)	$	(0.68	)	$	(0.76	)
Income from discontinued operations - basic and diluted		—			0.08			—			0.09
Loss per common share - basic and diluted	$	(0.16	)	$	(0.11	)	$	(0.68	)	$	(0.67	)

Orbital Energy Group, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	For the Nine Months
(in thousands)	Ended September 30,
	2021			2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(36,312	)	$	(19,908	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		2,671			573
Amortization of intangibles		4,262			3,043
Amortization of note receivable discount		(237	)		(214	)
Stock-based compensation and expense		9,833			12
Fair value adjustment to liability for stock appreciation rights		2,543			—
Amortization of debt discount		2,016			—
Gain on extinguishment of debt		(2,400	)		—
Non-cash loss on equity method investment in affiliate		—			4,806
Gain on sale of business		—			(14	)
Provision for bad debt		65			23
Deferred income taxes		(11,176	)		(1,195	)
Inventory reserve		(291	)		(185	)
(Gain) loss on sale of assets		(15	)		23
Non-cash unrealized foreign currency gain		233			516
Change in operating assets and liabilities, net of acquisitions:
Trade accounts receivable		(5,396	)		(3,273	)
Inventories		(189	)		2,601
Contract assets		(2,077	)		(526	)
Prepaid expenses and other current assets		1,944			286
Right of use assets/lease liabilities, net		(21	)		(152	)
Deposits and other assets		(259	)		(1,184	)
Accounts payable		(2,529	)		351
Accrued expenses		1,950			1,264
Contract liabilities		(1,421	)		3,227
NET CASH USED IN OPERATING ACTIVITIES		(36,806	)		(9,926	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for acquisitions, net of cash received		(36,890	)		(2,981	)
Purchases of property and equipment		(6,594	)		(1,474	)
Deposits on financing lease property and equipment		(481	)		—
Cash paid for working capital adjustment on Power group disposition		—			(2,804	)
Sale of discontinued operations, net of cash		—			(227	)
Proceeds from sale of property and equipment		93			94
Purchase of other intangible assets		(702	)		(10	)
Purchase of convertible notes receivable		—			(260	)
Purchase of investment		—			(210	)
Proceeds from notes receivable		621			—
NET CASH USED IN INVESTING ACTIVITIES		(43,953	)		(7,872	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from line of credit		—			100
Payments on line of credit		(441	)		(99	)
Payments on financing lease obligations		(897	)		(3	)
Proceeds from notes payable		19,400			3,864
Payments on notes payable		(7,490	)		(1,747	)
Proceeds from sales of common stock		78,046			—
NET CASH PROVIDED BY FINANCING ACTIVITIES		88,618			2,115
Effect of exchange rate changes on cash		(28	)		(20	)
Net increase (decrease) in cash, cash equivalents and restricted cash		7,831			(15,703	)
Cash, cash equivalents and restricted cash at beginning of period		4,524			23,351
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD	$	12,355		$	7,648

Reconciliation of Non-GAAP Financial Measures

EBITDA, Adjusted EBITDA and Adjusted Net 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 are not intended to represent cash flow from operations. EBITDA, Adjusted EBITDA and Adjusted Net 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 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 Loss are not terms defined by GAAP and as a result our measure of EBITDA, Adjusted EBITDA and Adjusted Net Loss might not be comparable to similarly titled measures used by other companies. However, EBITDA, Adjusted EBITDA and Adjusted Net 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 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 Loss eliminates the amortization expenses associated with intangible assets acquired with Orbital Gas Systems Limited, Orbital Solar Services, and Orbital Telecom Services as well as non-cash expenses associated with impairments, non-cash gains and losses related to the Company's equity method investment in VPS and stock-based compensation, royalties and services during the period.

(in thousands)	For the Three Months Ended						For the Nine Months Ended
(Unaudited)	September 30,						September 30,
	2021			2020			2021			2020
EBITDA:
Net loss	$	(10,147	)	$	(3,202	)	$	(36,312	)	$	(19,908	)
Plus Interest expense		1,266			333			3,098			469
Plus: Income tax expense (benefit)		(2,098	)		809			(11,035	)		(2,376	)
Plus: Depreciation and amortization		2,899			1,581			6,933			3,616
EBITDA	$	(8,080	)	$	(479	)	$	(37,316	)	$	(18,199	)
Adjusted EBITDA:
Minus: Gain on disposal of discontinued operation		—			(14	)		—			(14	)
Plus: Bad debt		87			15			65			23
Plus: Stock and stock to be issued for compensation, royalties and services		1,767			5			9,833			12
Plus: Non-cash loss on equity method investment in VPS		—			—			—			4,806
Adjusted EBITDA	$	(6,226	)	$	(473	)	$	(27,418	)	$	(13,372	)
Adjusted net loss:
Net loss	$	(10,147	)	$	(3,202	)	$	(36,312	)	$	(19,908	)
Minus: Gain on disposal of discontinued operation		—			(14	)		—			(14	)
Plus: Amortization expense of Orbital, Orbital Solar Services, and Orbital Telecom Services acquisition intangibles		1,410			1,316			3,974			2,872
Plus: Stock and stock to be issued for compensation, royalties and services		1,767			5			9,833			12
Plus: Non-cash loss on equity method investment in VPS		—			—			—			4,806
Adjusted net loss	$	(6,970	)	$	(1,895	)	$	(22,505	)	$	(12,232	)

XML

Document And Entity Information	Nov. 15, 2021
Document Information [Line Items]
Entity, Registrant Name	Orbital Energy Group, Inc.
Document, Type	8-K
Document, Period End Date	Nov. 15, 2021
Entity, File Number	0-29923
Entity, Incorporation, State or Country Code	CO
Entity, Tax Identification Number	84-1463284
Entity, Address, Address Line One	1924 Aldine Western
Entity, Address, City or Town	Houston
Entity, Address, State or Province	TX
Entity, Address, Postal Zip Code	77038
City Area Code	832
Local Phone Number	467-1420
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	false
Title of 12(b) Security	Common stock
Trading Symbol	OEG
Security Exchange Name	NASDAQ
Amendment Flag	false
Entity, Central Index Key	0001108967