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What changed in Orion Group Holdings Inc's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of Orion Group Holdings Inc's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+207 added−202 removedSource: 10-K (2025-03-06) vs 10-K (2024-03-01)

Top changes in Orion Group Holdings Inc's 2024 10-K

207 paragraphs added · 202 removed · 157 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

46 edited+14 added−10 removed68 unchanged
Biggest changeOur customer base shifts from time to time depending on the types of projects we bid, and are ultimately successful on obtaining. ​ The following table represents contract revenue (in thousands) and concentrations of contract revenue by type of customer for the years ended December 31, 2023, 2022 and 2021. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 % 2022 % 2021 % Federal Government ​ $ 153,410 22 % $ 80,116 11 % $ 54,480 9 % State Governments ​ 59,354 8 % 62,516 8 % 4,790 1 % Local Governments ​ 99,621 14 % 125,015 17 % 120,311 20 % Private Companies ​ 399,393 56 % 480,675 64 % 421,779 70 % Total contract revenues ​ $ 711,778 100 % $ 748,322 100 % $ 601,360 100 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ We do not believe that the loss of any one customer would have a material adverse effect on our operations since no single customer sustains a large portion of our contract revenue over time.
Biggest changeOur customer base shifts from time to time depending on the types of projects we bid, and are ultimately successful obtaining. ​ The following table represents contract revenue (in thousands) and concentrations of contract revenue by type of customer for the years ended December 31, 2024, 2023 and 2022. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 % 2023 % 2022 % Federal Government ​ $ 234,175 30 % $ 153,410 22 % $ 80,116 11 % State Governments ​ 74,286 9 % 59,354 8 % 62,516 8 % Local Governments ​ 123,160 15 % 99,621 14 % 125,015 17 % Private Companies ​ 364,773 46 % 399,393 56 % 480,675 64 % Total contract revenues ​ $ 796,394 100 % $ 711,778 100 % $ 748,322 100 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ With the exception of the Unites States Navy, the Company does not believe that the loss of any one of its customers would have a material adverse effect on the Company or its subsidiaries and affiliates since no single specific customer besides the United States Navy sustains such a large portion of contract revenue over time.
We believe that this broad customer base enables us to lessen the negative effects during a downturn in a specific end market and respond quickly to the needs of expanding end markets.
We believe that this broad customer base enables us to lessen the negative effects during a downturn in a specific end market and respond quickly to the needs of expanding end markets.
Today we are focused on becoming the leading specialty construction and engineering company in the infrastructure, industrial, and building sectors and will continue to seek growth opportunities through greenfield expansion, acquisitions, vertical integration, and diversification.
Today we are focused on becoming a leading specialty construction and engineering company in the infrastructure, industrial, and building sectors and will continue to seek growth opportunities through greenfield expansion, acquisitions, vertical integration, and diversification.
Item 1. BUSINESS General background Orion Group Holdings, Inc. and subsidiaries, is a leading specialty construction company serving the infrastructure, industrial, and building sectors, providing services both on and off the water in the continental United States, Alaska, Hawaii, Canada and the Caribbean Basin through its marine segment and its concrete segment.
Item 1. BUSINESS General background Orion Group Holdings, Inc. and subsidiaries, is a leading specialty construction company serving the infrastructure, industrial, and building sectors, providing services both on and off the water in the continental United States, Alaska, Hawaii, Canada and the Caribbean Basin through our marine segment and our concrete segment.
Chipman Earle 51 Executive Vice President, Chief Administrative Officer, Chief Compliance Officer, General Counsel and Secretary 2023 ​ Access to the Company’s Filings We maintain a website at www.oriongroupholdingsinc.com where we make available, free of charge, access to the various reports we file with, or furnish to, the SEC.
Chipman Earle 52 Executive Vice President, Chief Administrative Officer, Chief Compliance Officer, General Counsel and Secretary 2023 ​ Access to the Company’s Filings We maintain a website at www.oriongroupholdingsinc.com where we make available, free of charge, access to the various reports we file with, or furnish to, the SEC.
Fluctuations in Quarterly Results Our quarterly revenues and results of operations may fluctuate significantly depending upon the mix, size, scope, and progress schedules of our projects under contract, permitting, weather or other delays, the productivity of our labor force and the utilization of our equipment.
Our quarterly revenues and results of operations may fluctuate significantly depending upon the mix, size, scope, and progress schedules of our projects under contract, permitting, weather or other delays, the productivity of our labor force and the utilization of our equipment.
We have the abundant knowledge of the extensive formwork systems, cranes and equipment needed to successfully deliver multi-family projects – typically in tight spaces, whether it be podium structures, mid-rise, high-rise and luxury projects. Our medical/healthcare projects range from hospitals to laboratories, including high rises and their garages.
We have the abundant knowledge of the extensive formwork systems, cranes and equipment needed to successfully deliver multi-family projects – typically in tight spaces, whether it be podium structures, mid-rise, high-rise and luxury projects. 4 Table of Contents Our medical/healthcare projects range from hospitals to laboratories, including high rises and their garages.
We also apply our concrete experience to a variety of office building project types, including low, mid-rise and high-rise concrete structures, whether in downtown metropolitan cities or in business districts serving neighboring communities. 4 Table of Contents We utilize different technologies for elevated concrete structures, such as high-rise concrete structures.
We also apply our concrete experience to a variety of office building project types, including low, mid-rise and high-rise concrete structures, whether in downtown metropolitan cities or in business districts serving neighboring communities. We utilize different technologies for elevated concrete structures, such as high-rise concrete structures.
These projects typically require the positioning and installation of steel or concrete fabrication dock or mooring structures designed for durability and longevity, and involve driving piles of concrete, pipe or sheet pile to provide a foundation for the port facility structure that we subsequently construct on the 3 Table of Contents piles.
These projects typically require the positioning and installation of steel or concrete fabrication dock or mooring structures designed for durability and longevity, and involve driving piles of concrete, pipe or sheet pile to provide a foundation for the port facility structure that we subsequently construct on the piles.
We, nevertheless, are implementing such restrictions and requirements with respect to our vessels which are subject thereto, and we do not anticipate that such regulations or the associated permit terms, restrictions and requirements will adversely impact our business and results of operations.
We, nevertheless, are implementing such restrictions and requirements with respect to our vessels which 10 Table of Contents are subject thereto, and we do not anticipate that such regulations or the associated permit terms, restrictions and requirements will adversely impact our business and results of operations.
Further, restrictions on work during the Whooping 10 Table of Contents Crane nesting period in the Aransas Pass National Wildlife Refuge from October 1 through April 15 each year and during the non-dormant grass season for sea grass in the Laguna Madre from March 1 through November 30 each year impact our construction operations in the Texas Gulf Coast area.
Further, restrictions on work during the Whooping Crane nesting period in the Aransas Pass National Wildlife Refuge from October 1 through April 15 each year and during the non-dormant grass season for sea grass in the Laguna Madre from March 1 through November 30 each year impact our construction operations in the Texas Gulf Coast area.
CERCLA authorizes the EPA, and in some cases third parties, to take actions in response to threats to the public health or the 9 Table of Contents environment and to seek to recover from the responsible classes of persons the costs they incur.
CERCLA authorizes the EPA, and in some cases third parties, to take actions in response to threats to the public health or the environment and to seek to recover from the responsible classes of persons the costs they incur.
The common stock of Orion Group Holdings, Inc. is listed on the New York Stock Exchange under the symbol ORN. Unless the context otherwise requires, all references herein to “Orion,” the “Company,” the “Registrant,” “we,” “us,” or “our” refer to Orion Group Holdings, Inc. and its consolidated subsidiaries and affiliates.
Orion Group Holdings, Inc. is a Delaware corporation and its common stock is listed on the New York Stock Exchange under the symbol ORN. Unless the context otherwise requires, all references herein to “Orion,” the “Company,” the “Registrant,” “we,” “us,” or “our” refer to Orion Group Holdings, Inc. and its consolidated subsidiaries and affiliates.
Continued growth in business expansions and relocations to Texas are driving an increase in the need for office space and apartment complexes. 6 Table of Contents Retail developments As population continues to grow, so does the need for retail developments, such as grocery stores, shopping malls, restaurants, free standing retail outlets, and other entertainment venues.
Continued growth in business expansions and relocations to Texas are driving an increase in the need for office space and apartment complexes. ​ Retail developments As our population continues to grow, so does the need for retail developments, such as grocery stores, shopping malls, restaurants, free standing retail outlets, and other entertainment venues.
Navy has the responsibility for the maintenance of 40 facilities in the United States, which includes a significant amount of marine infrastructure. We believe the U.S. Navy will continue to maintain strategic facilities, including required maintenance and upgrades to its marine facility infrastructure. 5 Table of Contents The U.S.
Navy has the responsibility for the maintenance of approximately 40 naval facilities in the United States, which includes a significant amount of marine infrastructure. We believe the U.S. Navy will continue to maintain strategic facilities, including required maintenance and upgrades to its marine facility infrastructure.
Our employees are not currently represented by labor unions, except certain employees in our marine segment located in the Pacific, including Washington, Alaska, and Hawaii, as well as certain employees operating specialized equipment for our concrete segment, in respect of which collective bargaining agreements are in place. Employees represented by collective bargaining agreements represent approximately 4.8% of our total workforce.
Our employees are not currently represented by labor unions, except certain employees in our marine segment located in the Pacific, including Washington, Alaska, and Hawaii, as well as certain employees operating specialized equipment for our concrete segment, in respect of which collective bargaining agreements are in place.
Patent & Trademark Office, but instead rely on state and common law protections. While we consider our trade names to be valuable assets, we do not consider any single trademark or trade name to be of such material importance that its absence would cause a material disruption of our business.
We do not generally register our trademarks with the U.S. Patent & Trademark Office, but instead rely on state and common law protections. While we consider our trade names to be valuable assets, we do not consider any single trademark or trade name to be of such material importance that its absence would cause a material disruption of our business.
Concrete Segment We provide our services to different customers across the markets served by our business. Our customers in the concrete segment are in diverse end markets such as industrial, institutional, commercial real estate, and recreational developments.
Concrete Segment We provide our services to owners, developers and general contractors across the markets served by our business. Our customers in the concrete segment are in diverse end markets such as industrial, institutional, commercial real estate, and recreational developments.
These factors, as well as others, affect the rate at which revenue is recognized as projects are completed. Competition In our marine segment, we compete with several regional marine construction services companies and a few national marine construction services companies.
These factors, as well as others, affect the rate at which revenue is recognized as projects are performed. 7 Table of Contents Competition In our marine segment, we compete with several regional marine construction services companies and a few national marine construction services companies.
Our marine segment customers are from time to time in diverse end markets, including port expansion and maintenance, bridges, causeways and other marine infrastructure, the recreational waterside industry, the U.S. Department of Defense, the energy industry, coastal protection and reclamation, along with hurricane restoration and repair and environmental remediation.
We serve marine segment customers in diverse end markets, including port expansion and maintenance, bridges, causeways and other marine infrastructure, the recreational waterside industry, the U.S. Department of Defense, the energy industry, coastal protection and reclamation, along with hurricane restoration and repair and environmental remediation.
Our long-lived assets are substantially located in the United States. ​ 11 Table of Contents Information about our Executive Officers Certain information concerning our executive officers and directors as of March 1, 2024 is set forth below. ​ ​ ​ ​ ​ ​ ​ ​ Name Age Position with the Company Year Joined the Registrant Austin J.
Our long-lived assets are substantially located in the United States. ​ Information about our Executive Officers ​ Certain information concerning our executive officers and directors as of March 5, 2025 is set forth below. ​ ​ ​ ​ ​ ​ ​ ​ Name Age Position with the Company Year Joined the Registrant Austin J.
Our concrete segment provides turnkey concrete construction services including concrete surface place and finish, site preparation, layout, forming, and rebar placement for large commercial, structural and other associated business areas. We are headquartered in Houston, Texas with regional offices throughout our operating areas. Orion Group Holdings, Inc. is a Delaware corporation.
Our concrete segment provides turnkey concrete construction services including concrete surface place and finish, site preparation, layout, forming, and rebar placement for large commercial, structural and other associated business areas. We are headquartered in Houston, Texas with regional offices throughout our operating areas.
Most of our fleet is serviced by our own mechanics who work at various maintenance sites and facilities. We are also capable of building, and have built, much of our highly specialized equipment. Our strategy is to deploy our fleet from project to project as required.
Most of our fleet is serviced by our own mechanics who work at various maintenance sites and facilities. We are also capable of building, and have built, much of our highly specialized equipment.
Institutional developments and expansions Our institutional markets include educational facilities, medical facilities, museums, and religious developments. Due to significant population growth in the metropolitan areas of Texas, there has been great demand for institutional development and expansion. Additionally, as population and suburban areas grow, so does the continued need for medical and educational facilities.
Institutional developments and expansions Our institutional markets include educational facilities, medical facilities, museums, and religious developments. Due to significant population growth in the metropolitan areas of Texas, there has been great demand for institutional development and expansion.
Revenues generated from our marine segment outside the United States, primarily in the Caribbean Basin and Mexico, totaled 5.1%, 0.9% and 0.5% of total revenues for the years ended December 31, 2023, 2022 and 2021, respectively.
Revenues generated from our marine segment 11 Table of Contents outside the United States, primarily in the Caribbean Basin, totaled 7.4%, 5.1% and 0.9% of total revenues for the years ended December 31, 2024, 2023 and 2022, respectively.
Environmental Matters General Our activities, including concrete construction, infrastructure construction, salvage, demolition, dredging and dredge material disposal activities are subject to stringent and complex federal, state, and local laws and regulations governing environmental protection, including air emissions, water quality, solid waste management, marine and bird species and their habitats, and wetlands.
The following is a discussion of the environmental laws and regulations that could have a material effect on our marine and concrete construction services. ​ Environmental Matters General Our activities, including concrete construction, infrastructure construction, salvage, demolition, dredging and dredge material disposal activities are subject to stringent and complex federal, state, and local laws and regulations governing environmental protection, including air emissions, water quality, solid waste management, marine and bird species and their habitats, and wetlands.
In the past, interest groups have unsuccessfully lobbied Congress to modify or repeal the Merchant Marine Act of 1920 (the “Jones Act”) to facilitate foreign flag competition for trades and cargos currently reserved for U.S. flagged vessels under the Jones Act.
In the past, interest groups have unsuccessfully lobbied Congress to modify or repeal the Merchant Marine Act of 1920 (the “Jones Act”) to facilitate foreign flag competition for trades and cargos currently reserved for U.S. flagged vessels under the Jones Act. If these efforts were to be successful, it could result in significantly increased competition.
Boone 50 President and Chief Executive Officer 2022 Scott Thanisch 53 ​ Executive Vice President and Chief Financial Officer 2022 E.
Boone 51 President and Chief Executive Officer 2022 Scott Thanisch 54 ​ Executive Vice President and Chief Financial Officer 2022 E.
In our concrete segment, we compete mostly in the private sector and our competitors range from small, local construction companies to large regional and national construction companies.
From time to time, we compete with certain national land-based heavy civil contractors. In our concrete segment, we compete mostly in the private sector and our competitors range from small, local construction companies to large regional and national construction companies.
Our marine pipeline service projects generally include the installation and removal of underwater buried pipeline transmission lines; installation of pipeline intakes and outfalls for industrial facilities; construction of pipeline outfalls for wastewater and industrial discharges; river crossing and directional drilling; creation of hot taps and tie-ins; and inspection, maintenance and repair services.
We also provide on-going maintenance and repair, inspection services, emergency repair, and demolition and salvage services to such facilities. 3 Table of Contents Our marine pipeline service projects generally include the installation or removal of underwater buried pipeline transmission lines; installation of pipeline intakes and outfalls for industrial facilities; construction of pipeline outfalls for wastewater and industrial discharges; river crossing and directional drilling; creation of hot taps and tie-ins; and inspection, maintenance and repair services.
We consolidate our operations under the brand name “Orion Group Holdings, Inc.” We may be known as Orion Marine Group, Orion Marine Construction, Orion Marine Contractors, Orion Construction, East and West Jones Placement Area, Schneider E&C, Orion Industrial Construction, Orion Concrete Construction, Proco, or Houston Industrial Tool Services. We do not generally register our trademarks with the U.S.
Trade Names We operate under a number of trade names. We consolidate our operations under the brand name “Orion Group Holdings, Inc.” We may be known as Orion Marine Group, Orion Marine Construction, Orion Marine Contractors, Orion Construction, East and West Jones Placement Area, Schneider E&C, Orion Industrial Construction, Orion Concrete Construction, Proco, or Houston Industrial Tool Services.
The ABS is an independent classification society that certifies that certain of our larger, seagoing vessels are “in-class,” signifying that the vessels have been built and maintained in accordance with ABS standards and applicable U.S. Coast Guard rules and regulations.
In addition, where required, our vessels’ permissible loading capacities require certification by the American Bureau of Shipping (“ABS”). The ABS is an independent classification society that certifies that certain of our larger, seagoing vessels are “in-class,” signifying that the vessels have been built and maintained in accordance with ABS standards and applicable U.S. Coast Guard rules and regulations.
Government Regulations We are required to comply with the macro regulatory requirements of federal, state and local governmental agencies and authorities including the following: ● regulations concerning workplace safety, labor relations and disadvantaged businesses; ● licensing requirements applicable to shipping and dredging; and ● permitting and inspection requirements applicable to marine construction projects. 8 Table of Contents In our marine segment, we are also subject to government regulations pursuant to the Foreign Dredge Act, the Jones Act, the Shipping Act and the Vessel Documentation Act.
Government Regulations We are required to comply with the macro regulatory requirements of federal, state and local governmental agencies and authorities including the following: ● regulations concerning workplace safety, labor relations and disadvantaged businesses; ● licensing requirements applicable to shipping and dredging; and ● permitting and inspection requirements applicable to marine construction projects.
Human Capital Management As of December 31, 2023, our marine segment had 802 employees, 285 of whom were full-time salaried personnel and most of the remainder of whom were hourly personnel. Our concrete segment had 994 employees, 178 of whom were full-time salaried personnel and most of the remainder were hourly personnel.
Human Capital Management As of December 31, 2024, our marine segment had 736 employees, 212 of whom were full-time salaried personnel and most of the remainder of whom were hourly personnel. Our concrete segment had 1,031 employees, 175 of whom were full-time salaried personnel and most of the remainder were hourly personnel.
Shanfelter 66 Chairman of the Board 2007 Thomas N. Amonett 80 Director 2007 Michael J. Caliel 64 Director 2019 Richard L. Daerr, Jr. 79 Director 2007 Margaret M. Foran 69 Director 2019 Quentin P. Smith, Jr. ​ 72 ​ Director ​ 2022 Mary E. Sullivan 67 Director 2019 Travis J.
Shanfelter 67 Chairman of the Board 2007 Thomas N. Amonett 81 Director 2007 Michael J. Caliel 65 Director 2019 Margaret M. Foran 70 Director 2019 Quentin P. Smith, Jr. ​ 73 ​ Director ​ 2022 Mary E. Sullivan 68 Director 2019 Travis J.
Water Discharges The Federal Water Pollution Control Act, also known as the Clean Water Act (“CWA”), and analogous state laws impose strict controls with respect to the discharge of pollutants, including spills and leaks of oil and other substances, into waters of the United States, including wetlands.
Under such laws, we could be required to remove or remediate previously disposed wastes or property contamination, or to perform remedial activities to prevent future contamination. ​ Water Discharges The Federal Water Pollution Control Act, also known as the Clean Water Act (“CWA”), and analogous state laws impose strict controls with respect to the discharge of pollutants, including spills and leaks of oil and other substances, into waters of the United States, including wetlands.
At December 31, 2023, the capacity under our current bonding arrangement was at least $750 million, with approximately $575 million of projects being bonded. We believe our strong balance sheet and working capital position will allow us to continue to access our bonding capacity. Trade Names We operate under a number of trade names.
The bonds we provide typically are for the contract amount of the project. At December 31, 2024, the capacity under our current bonding arrangement was at least $1.1 billion, with approximately $588 million of projects being bonded. We believe our strong balance sheet and working capital position will allow us to continue to access our bonding capacity.
Concrete Construction Services Our concrete construction services have been involved in thousands of successful commercial projects – both simple and complex – in the broader Texas market, including Houston, Dallas and Fort Worth where we continue to operate, as well as Austin and San Antonio where we are in the process of winding down our operations.
Concrete Construction Services Our concrete construction services have been involved in thousands of successful commercial projects – both simple and complex – in the broader Texas market, including Houston, Dallas and Fort Worth where we continue to operate, and we have recently expanded operations to other states in partnership with general contractors with which we work.
We believe significant barriers to entry exist in the markets in which we operate, including the ability to bond large projects, maritime law constraints, specialized marine equipment and technical experience; however, a U.S. company that has adequate financial resources, access to technical expertise, and specialized equipment may become a competitor. 7 Table of Contents Insurance and Bonding We maintain general and excess liability, construction equipment, workers’ compensation and other forms of insurance; all in amounts adequate for our operating needs and consistent with industry practice.
We believe significant barriers to entry exist in the markets in which we operate, including the ability to bond large projects, maritime law constraints, specialized marine equipment and technical experience; however, a U.S. company that has adequate financial resources, access to technical expertise, and specialized equipment may become a competitor.
For instance, seasonal observation of endangered or threatened West Indian Manatees adjacent to work areas may impact construction operations in Florida during the winter months.
Endangered Species The Endangered Species Act (“ESA”) restricts activities that may affect endangered species or their habitats. We conduct activities in or near areas that may be designated as habitat for endangered or threatened species. For instance, seasonal observation of endangered or threatened West Indian Manatees adjacent to work areas may impact construction operations in Florida during the winter months.
Waste Management Our operations could be subject to the federal Resource Conservation and Recovery Act (“RCRA”) and comparable state laws, which impose detailed requirements for the handling, storage, treatment and disposal of hazardous and non-hazardous solid wastes.
We believe that compliance with existing federal, state and local environmental laws and regulations will not have a material adverse effect on our business, results of operations, or financial condition. 9 Table of Contents Waste Management Our operations could be subject to the federal Resource Conservation and Recovery Act (“RCRA”) and comparable state laws, which impose detailed requirements for the handling, storage, treatment and disposal of hazardous and non-hazardous solid wastes.
Equipment Certification In our marine segment, some of our equipment requires certification by the U.S. Coast Guard. All equipment that requires certification has obtained such certification and is maintained in good standing thereunder. In addition, where required, our vessels’ permissible loading capacities require certification by the American Bureau of Shipping (“ABS”).
Our strategy is to deploy our fleet from project to project as required. 8 Table of Contents Equipment Certification In our marine segment, some of our equipment requires certification by the U.S. Coast Guard. All equipment that requires certification has obtained such certification and is maintained in good standing thereunder.
Financial Information About Geographic Areas We are a project-driven marine and concrete contractor, and our operations represent two reportable segments for financial reporting. Our business is primarily conducted along the coastal regions of the United States, including Alaska and Hawaii, for our marine segment and in the metropolitan areas of Texas for our concrete segment.
Our business is primarily conducted along the coastal regions of the United States, including Alaska and Hawaii, for our marine segment and in Texas and Florida for our concrete segment.
From time to time, we hire additional employees for certain large projects and, subject to local market conditions, additional crew members are generally available for hire on relatively short notice. We believe our employees are our most valuable resource, and our workforce possesses a strong dedication to and pride in our company.
Our corporate shared services had 120 employees, 89 of whom were full-time salaried personnel and most of the remainder were hourly personnel. From time to time, we hire additional employees for certain large projects and, subject to local market conditions, additional crew members are generally available for hire on relatively short notice.
Air Emissions The Clean Air Act (“CAA”) and comparable state laws restrict the emission of air pollutants from many sources, including paint booths, and may require pre-approval for the construction or modification of certain facilities expected to produce air emissions, impose stringent air permit requirements, or require the utilization of specific equipment or technologies to control emissions.
Air Emissions The Clean Air Act (“CAA”) and comparable state laws restrict the emission of air pollutants from many sources, including paint booths.
Structural developments Our structural markets include mid- and high-rise multi-family living, single and multi-story office buildings, parking garages, shopping malls, and other multi-story buildings.
For the past two years, the company has reported zero lost time incidents, reflecting a safety culture focused on ensuring workers return home safely each day. ​ Structural developments Our structural markets include mid- and high-rise multi-family living, single and multi-story office buildings, parking garages, shopping malls, and other multi-story buildings.
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We also provide on-going maintenance and repair, inspection services, emergency repair, and demolition and salvage services to such facilities.
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The US Navy is allocating significant funding to the Pacific Deterrence Initiative to safeguard US interests. The $2.8 billion joint venture to construct a dry dock for nuclear submarines at Pearl Harbor represents the largest construction project in US Navy history to date.
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If these efforts were to be successful, it could result in significantly increased competition and have a material adverse effect on our marine segment business, results of operations, cash flows or financial condition. From time to time, we compete with certain national land-based heavy civil contractors.
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However, the Navy has outlined plans for a larger investment to modernize the Puget 5 Table of Contents Sound Naval Shipyard and other marine facilities in the Pacific. With an established presence in the Pacific Northwest and recent expansion into Hawaii, the company is positioned to support the ongoing infrastructure investments in the region. The U.S.
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Although we do not believe that fluctuations in surety market capacity have significantly affected our ability to grow our business, there is no assurance that it will not significantly affect our ability to obtain new contracts in the future. The bonds we provide typically are for the contract amount of the project.
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Additionally, as population and suburban areas grow, so does the continued need for medical and educational facilities. 6 Table of Contents Data centers Data centers are critical infrastructure for Artificial Intelligence (AI), and the number of data centers is projected to double within the next year. North Texas ranks second among U.S. markets by data center inventory.
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We believe that compliance with existing federal, state and local environmental laws and regulations will not have a material adverse effect on our business, results of operations, or financial condition. We could be affected by future laws or regulations.
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The company is pursuing data center projects in Utah, Arizona, and Nevada, leveraging relationships with general contractors in those states. The company’s experience, quality of work, and safety record support its capabilities in this sector.
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As a result, there can be no assurance as to the amount or timing of future expenditures for environmental compliance or remediation, and actual future expenditures may be different from the amounts we currently anticipate. The following is a discussion of the environmental laws and regulations that could have a material effect on our marine and concrete construction services.
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On March 10, 2023, the United States Navy awarded the Dragados/Hawaiian Dredging/Orion Joint Venture a $2.8 billion contract to complete the construction of a dry dock at Pearl Harbor Naval Shipyard. The Company’s portion of work as a dedicated subcontractor totals $450.2 million.
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Under such laws, we could be required to remove or remediate previously disposed wastes or property contamination, or to perform remedial activities to prevent future contamination.
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For the fiscal years ended December 31, 2024 and 2023, the Company’s revenue related to the joint venture subcontract was approximately $199.4 million and $90.5 million, respectively.
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We believe that our operations are in substantial compliance with the CAA. Endangered Species The Endangered Species Act (“ESA”) restricts activities that may affect endangered species or their habitats. We conduct activities in or near areas that may be designated as habitat for endangered or threatened species.
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Insurance and Bonding We maintain general and excess liability, construction equipment, workers’ compensation and other forms of insurance; all in amounts we believe adequate for our operating needs and consistent with industry practice.
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In addition, while we believe that we are in material compliance with the ESA, the discovery of previously unidentified endangered species could cause us to incur additional costs or become subject to operating restrictions or bans in the affected area. Climate Change The U.S. Congress may consider legislation to reduce emissions of greenhouse gases in response to climate change concerns.
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In our marine segment, we are also subject to government regulations pursuant to the Foreign Dredge Act, the Jones Act, the Shipping Act and the Vessel Documentation Act.
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In addition, several states have declined to wait on Congress to develop and implement climate control legislation and have already taken legal measures to reduce emissions of greenhouse gases.
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The CAA may require pre-approval for the construction, operation or modification in some instances of facilities expected to produce air emissions, impose stringent air permit requirements, or require the utilization of specific equipment or technologies to control emissions. We believe that our operations are in substantial compliance with the CAA.
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Passage of climate control legislation or other regulatory initiatives by Congress or various states, or the adoption of regulations by the EPA and analogous state agencies that restrict emissions of greenhouse gases in areas in which we conduct business could have an adverse effect on our operations and demand for our services.
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We believe our employees are our most valuable resource, and our workforce possesses a strong dedication to and pride in our company.
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Employees represented by collective bargaining agreements represent approximately 5.25% of our total workforce. ​ Orion Group Holdings integrates safety into all aspects of its operations, emphasizing proactive risk mitigation, continuous training, and shared employee responsibility.
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The company’s safety performance has been recognized at both national and regional levels. ​ In 2024, Orion’s Marine team in the Pacific Northwest was a top three finalist in the Associated General Contractors (AGC) Construction Safety Excellence Awards (CSEA).
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The Pacific Marine team received the AGC Washington Safety Award, while the Atlantic Marine team was awarded the 2024 FTBA Safety Excellence Award from the Florida Transportation Builders Association.
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Orion’s Concrete segment received multiple safety awards in 2024 from the American Society of Concrete Contractors, AGC of Houston, and the Liberty Mutual Insurance Company’s Gold Safety Award for Outstanding Safety Performance. ​ Orion continues to invest in safety technologies, training programs, and employee engagement initiatives to maintain workplace safety and accountability. ​ Financial Information About Geographic Areas We are a project-driven marine and concrete contractor, and our operations represent two reportable segments for financial reporting.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

58 edited+24 added−8 removed100 unchanged
Biggest changeFluctuations in commodity prices or interest rates may affect our customers’ investment decisions and therefore subject us to risks of cancellation, delays in existing work, or changes in the timing and funding of new awards. Additionally, fluctuations in commodity prices can negatively affect our project costs. Commodity prices can affect our customers in a number of ways.
Biggest changeIf funding is diverted from port and marine infrastructure, including due to a reduced demand in the vessels to be serviced at those facilities, the demand for services within our marine segment may decrease. 13 Table of Contents Fluctuations in commodity prices or interest rates may affect our customers’ investment decisions and therefore subject us to risks of cancellation, delays in existing work, or changes in the timing and funding of new awards.
For example, for those customers that produce commodity products such as oil, gas, concrete, steel products, fluctuations in price can have a direct effect on their profitability and cash flow and, therefore, their willingness to continue to invest or make new capital investments.
For example, for those customers that produce commodity products such as oil, gas, concrete, or steel products, fluctuations in price can have a direct effect on their profitability and cash flow and, therefore, their willingness to continue to invest or make new capital investments.
The United States citizen ownership and control standards require the vessel-owning entity to be at least 75% U.S. citizen-owned, thus restricting foreign ownership interests in the entities that directly or indirectly own the vessels which we operate.
The United States citizen ownership and control standards require the vessel-owning entity to be at least 75% U.S. citizen-owned, thus restricting foreign ownership interests in the entities that directly or indirectly own the vessels we operate.
The revenue, cost and gross profit realized on such contracts can vary, sometimes substantially, from the original projections due to changes in a variety of factors, such as: ● failure to properly estimate costs of engineering, design, material, equipment or labor; ● unanticipated technical problems with the structures or services being supplied by us, which may require that we spend our own funds to remedy the problem; ● project modifications creating unanticipated costs; ● differing site conditions; ● changes in the costs of equipment, materials, labor or subcontractors; ● our suppliers’ or subcontractors’ failure to perform; 15 Table of Contents ● difficulties in our customers obtaining required governmental permits or approvals; ● changes in local laws and regulations; ● changes in ad valorem and other tariffs; ● delays caused by local weather conditions; and ● exacerbation of any one or more of these factors as projects grow in size and complexity.
The revenue, cost and gross profit realized on such contracts can vary, sometimes substantially, from the original projections due to changes in a variety of factors, such as: ● failure to properly estimate costs of engineering, design, material, equipment or labor; ● unanticipated technical problems with the structures or services being supplied by us, which may require that we spend our own funds to remedy the problem; ● project modifications creating unanticipated costs; ● differing site conditions; ● changes in the costs of equipment, materials, labor or subcontractors; ● our suppliers’ or subcontractors’ failure to perform; ● difficulties in our customers obtaining required governmental permits or approvals; ● changes in local laws and regulations; ● changes in ad valorem and other tariffs; ● delays caused by local weather conditions; and ● exacerbation of any one or more of these factors as projects grow in size and complexity.
These factors as well as others that may cause our actual financial results to vary from any publicly disclosed earnings guidance and forecasts are outside of our control. Our revenues are generated from project-based work. It is generally very difficult to predict the timing and source of awarded contracts.
These factors as well as others that may cause our actual financial results to vary from any publicly disclosed earnings guidance and forecasts are outside of our control. ​ Our revenues are generated from project-based work. It is generally very difficult to predict the timing and source of awarded contracts, and the timing of revenue under awarded contracts.
We may be subject to unionization, work stoppages, slowdowns or increased labor costs. On February 4, 2022, U.S.
We may be subject to unionization, work stoppages, slowdowns or increased labor costs. On February 4, 2022, former U.S.
We have entered into bonding agreements with two large multinational surety companies, which act as surety, issue bid bonds, performance bonds and payment bonds, and obligate themselves upon other contracts of guaranty required by us in the day-to-day operations of our business.
We have entered into bonding agreements with several large multinational surety companies, which act as surety, issue bid bonds, performance bonds and payment bonds, and obligate themselves upon other contracts of guaranty required by us in the day-to-day operations of our business.
At December 31, 2023, our total indebtedness under our three-year $103.0 million senior secured credit facility (the “Credit Agreement”), dated May 15, 2023, as amended, was approximately $38.0 million. We must comply with various affirmative and negative covenants contained in our Credit Agreement, some of which may restrict the way in which we would like to conduct our business.
At December 31, 2024, our total indebtedness under our three-year $103.0 million senior secured credit facility (the “Credit Agreement”), dated May 15, 2023, as amended, was approximately $23.0 million. We must comply with various affirmative and negative covenants contained in our Credit Agreement, some of which may restrict the way in which we would like to conduct our business.
A number of other factors, including the financial condition of the shipping industry, could adversely affect our customers and their ability or willingness to fund capital expenditures in the future. During downturns in the U.S. or world economies, the 18 Table of Contents anticipated port usage in our geographic markets may decline, resulting in less port construction, upgrading and maintenance.
A number of other factors, including the financial condition of the shipping industry, could adversely affect our customers and their ability or willingness to fund capital expenditures in the future. During downturns in the U.S. or world economies, the anticipated port usage in our geographic markets may decline, resulting in less port construction, upgrading and maintenance.
The short-term nature of the majority of our projects typically 14 Table of Contents protects us from these potential price increases, however, if we are unable to procure commodities for completion of our projects at estimated prices due to rising commodity prices, our margins may erode on certain in progress or future projects.
The short-term nature of the majority of our projects typically protects us from these potential price increases, however, if we are unable to procure commodities for completion of our projects at estimated prices due to rising commodity prices, our margins may erode on certain in progress or future projects.
Our marine infrastructure construction, salvage, demolition, dredging and dredge material disposal activities are subject to stringent and complex federal, state and local environmental laws and regulations, including those concerning air emissions, water quality, solid waste management, and protection of certain marine and bird species, their habitats, and wetlands.
Our marine infrastructure construction, salvage, demolition, dredging and dredge material disposal activities are subject to stringent and complex federal, state and local environmental laws and regulations, including those concerning air 17 Table of Contents emissions, water quality, solid waste management, and protection of certain marine and bird species, their habitats, and wetlands.
In addition, the conditions of the bonding market may change, increasing our costs of bonding or restricting our ability to get new bonding, which could have a material adverse effect on our business, operating results and financial condition We rely on highly competitive and highly regulated government contracts.
In addition, the conditions of the bonding market may change, increasing our costs of bonding or restricting our ability to get new bonding, which could have a material adverse effect on our business, operating results and financial condition. 12 Table of Contents We rely on highly competitive and highly regulated government contracts.
As a result, demand for our services could substantially decline for extended periods. Restrictions on foreign ownership of our vessels could limit our ability to sell off any portion of our marine construction segment or result in the forfeiture of our vessels or in our inability to continue our operations in United States navigable waters.
As a result, demand for our services could substantially decline for extended periods. 18 Table of Contents Restrictions on foreign ownership of our vessels could limit our ability to sell off any portion of our marine construction segment or result in the forfeiture of our vessels or in our inability to continue our operations in United States navigable waters.
There is a risk that we may have disputes with our subcontractors relating to, among other things, the quality and timeliness of work performed, customer concerns about the subcontractor, or our failure to extend existing task orders or issue new task orders under a contract.
There is a risk that we may have disputes with our subcontractors relating to, among other things, the quality and timeliness of work performed, customer concerns about the subcontractor, or our failure to extend existing 15 Table of Contents task orders or issue new task orders under a contract.
Our failure to comply with immigration laws could result in significant liabilities, harm our reputation with our customers and disrupt our operations. ​ Although we take steps to verify the employment eligibility status of all of our employees, some of our employees may, without our knowledge, be unauthorized workers.
If we fail to comply with immigration laws, such failure could result in significant liabilities, harm our reputation with our customers and disrupt our operations. ​ Although we take steps to verify the employment eligibility status of all of our employees, some of our employees may, without our knowledge, be unauthorized workers.
Failure to comply with the terms and conditions of any existing or future indebtedness, including current or prospective covenants, would constitute an event of default. If an 22 Table of Contents event of default occurs, the lenders will have the right to accelerate the maturity of such indebtedness and foreclose upon the collateral, if any, securing that indebtedness.
Failure to comply with the terms and conditions of any existing or future indebtedness, including current or prospective covenants, would constitute an event of default. If an event of default occurs, the lenders will have the right to accelerate the maturity of such indebtedness and foreclose upon the collateral, if any, securing that indebtedness.
If the population decreases or slows in growth, it may adversely affect economic growth and ultimately limit the need for residential and nonresidential construction services in the areas we currently perform services.
If the population decreases or slows in growth, it may adversely affect economic growth and ultimately limit the need for construction services in the areas we currently perform services.
In addition, government contracts are subject to specific procurement regulations, contract provisions and a variety of regulatory requirements relating to their formation, 12 Table of Contents administration, performance and accounting. Many of these contracts include express or implied certifications of compliance with applicable laws and contract provisions.
In addition, government contracts are subject to specific procurement regulations, contract provisions and a variety of regulatory requirements relating to their formation, administration, performance and accounting. Many of these contracts include express or implied certifications of compliance with applicable laws and contract provisions.
Our business, operating results and financial condition could be materially and adversely affected if a public health epidemic or pandemic or other contagious outbreak, such as the coronavirus (“COVID-19”) pandemic, interferes with our ability, or that of our employees, contractors, suppliers, customers and other business partners to perform our and their respective responsibilities and obligations relative to the conduct of our business. ​ Terrorist attacks, targeted at ports, marine facilities, shipping or metropolitan areas could affect the markets in which we operate our business and our expectations.
Our business, operating results and financial condition could be materially and adversely affected if a public health epidemic or pandemic or other contagious outbreak interferes with our ability, or that of our employees, contractors, suppliers, customers and other business partners to perform our and their respective responsibilities and obligations relative to the conduct of our business. ​ Terrorist attacks, targeted at ports, marine facilities, shipping or metropolitan areas could affect the markets in which we operate our business and our expectations.
In addition, we face the threat to our computer systems of unauthorized access, computer hackers, computer viruses, malicious code, organized cyber-attacks and other security problems and system disruptions, including possible unauthorized access to and disclosure of our and our clients’ proprietary or classified information.
In addition, we face the threat to our computer systems of unauthorized access, computer hackers, computer viruses, malicious code, organized cyber-attacks and other security problems and system disruptions, including possible 22 Table of Contents unauthorized access to and disclosure of our and our clients’ proprietary or classified information.
In some cases, we may be required to bear the cost of a readily available workforce and fleet of equipment that is larger than needed at the time, resulting in unpredictability in our cash flow, expenses and profitability.
In some cases, we may be required to bear the cost of a readily available workforce and fleet of equipment that is larger than needed at the time, resulting in unpredictability in our cash 19 Table of Contents flow, expenses and profitability.
In the event our operations are determined not to satisfy any of the exceptions of the rule or the government otherwise determines that our operations with respect to any future federal project must comply with the rule, then we may be required to enter into project labor agreements which would be disruptive to our operations and could have a material adverse effect on our business, operating results and financial condition.
In the event the rule is ultimately determined by a high court to be valid and our operations are determined not to satisfy any of the exceptions of the rule or the government otherwise determines that our operations with respect to any future federal project must comply with the rule, then we may be required to enter into project labor agreements which would be disruptive to our operations and could have a material adverse effect on our business, operating results and financial condition.
We maintain insurance to cover claims that arise from injuries to our workforce subject to a deductible. During 2023, we recorded $1.0 million of expense for our self-insured portion of these liabilities. We believe our recorded self-insurance reserves represent our best estimate of the outcomes of these claims. Should negative trends persist, we could be negatively impacted in the future.
We maintain insurance to cover claims that arise from injuries to our workforce subject to a deductible. During 2024, we recorded $2.6 million of expense for our self-insured portion of these liabilities. We believe our recorded self-insurance reserves represent our best estimate of the outcomes of these claims. Should negative trends persist, we could be negatively impacted in the future.
Business,” we are generally required to post bonds in connection with government and certain private sector contracts to ensure job completion.
Business,” we are generally required to post bonds or other security in connection with government and certain private sector contracts to ensure job completion.
If we incur additional indebtedness in the future, it likely would be under arrangements that may have terms and conditions at least as restrictive as those contained in our existing Credit Agreement. At December 31, 2023, available capacity to borrow on the revolving lines of credit was $47.7 million.
If we incur additional indebtedness in the future, it likely would be under arrangements that may have terms and 23 Table of Contents conditions at least as restrictive as those contained in our existing Credit Agreement. At December 31, 2024, available capacity to borrow on the revolving lines of credit was $26.7 million.
A reduction or delay in scheduled work or the termination of a contract for a particular project or the loss of a major customer could negatively impact our reputation and could have an adverse effect on our business, our revenue and results of operations.
A reduction in scale, a delay in scheduled work, the termination of a material contract, or the loss of a major customer could negatively impact our reputation and could have an adverse effect on our business, our revenue and results of operations.
For the years ended December 31, 2023, 2022 and 2021, our international operations generated approximately 5.1%, 0.9% and 0.5% of our contract revenues, respectively.
For the years ended December 31, 2024, 2023 and 2022, our international operations generated approximately 7.4%, 5.1% and 0.9% of our contract revenues, respectively.
Furthermore, due to a variety of factors such as increases in claims and projected significant increases in medical costs, our insurance premiums may increase in the future and we may not be able to obtain similar levels of insurance on reasonable terms, or at all.
Furthermore, due to a variety of factors such as increases in claims, the rise of “nuclear verdicts” in some of the jurisdictions in which we operate and projected significant increases in medical costs, our insurance premiums may increase in the future and we may not be able to obtain similar levels of insurance on reasonable terms, or at all.
Our concrete segment depends on continued growth in population in our geographic market areas in Texas and most recently in Florida to support residential and nonresidential construction. A growing population generates economic growth and expansion.
Our concrete segment depends on continued growth in population in our geographic market areas in Texas and most recently in Florida to support commercial development. A growing population generates economic growth and expansion.
The selection of, timing of, or failure to obtain projects, delays in awards of projects, the rebidding or termination of projects due to budget overruns, or the cancellations of projects or delays in completion of contracts could result in the under-utilization of our assets and reduce our cash flows and profitability.
The selection of, timing of, or failure to obtain projects, delays in awards of projects, the rebidding or termination of projects due to budget overruns, or the cancellations of projects or delays in completion of contracts could result in the under-utilization of our assets and reduce our cash flows and profitability, or cause revenues to be shifted further into the future.
Our marine segment operates in jurisdictions outside of the U.S. and we intend to expand our operations to more jurisdictions outside of the U.S. ​ Our marine segment, which accounted for 55.6%, 45.3% and 43.9% of our contract revenues for the years ended December 31, 2023, 2022 and 2021, respectively, has a significant portion of those operations performed outside of the U.S.
Our marine segment operates in jurisdictions outside of the U.S. and we intend to continue expanding our operations to more jurisdictions outside of the U.S. ​ Our marine segment, which accounted for 65.5%, 55.6% and 45.3% of our contract revenues for the years ended December 31, 2024, 2023 and 2022, respectively, has a significant portion of those operations performed outside of the U.S.
As of December 31, 2023, we had a backlog of work to be completed on contracts totaling approximately $602.5 million in our marine segment and approximately $159.7 million in our concrete segment. Backlog includes new awards, which represent the potential revenue value realizable pursuant to new project commitments received by us during a given period.
As of December 31, 2024, we had a backlog of work to be completed on contracts totaling approximately $582.8 million in our marine segment and approximately $146.3 million in our concrete segment. Backlog includes new awards, which represent the potential revenue value realizable pursuant to new project commitments received by us during a given period.
We are not required to, and do not, specifically set aside funds for our self-insurance programs. At any given time, we are subject to multiple workers’ compensation and personal injury claims. We maintain substantial loss accruals for workers’ compensation claims, and, until recently, our workers’ compensation and insurance costs have been rising for several years notwithstanding our emphasis on safety.
At any given time, we are subject to multiple workers’ compensation and personal injury claims. We maintain substantial loss accruals for workers’ compensation claims, and, until recently, our workers’ compensation and insurance costs have been rising for several years notwithstanding our emphasis on safety.
To the extent commodity prices decline or fluctuate and our customers defer new investments or cancel or delay existing projects, the demand for our services decreases, which may have a material adverse impact on the business, financial condition, and results of operations. Interest rates may affect the cost of financing for our customers’ capital projects and investments.
To the extent commodity prices decline or fluctuate and our customers defer new investments or cancel or delay existing projects, the demand for our services decreases, which may have a material adverse impact on our business, financial condition, and results of operations. Commodity prices can also strongly affect the costs of projects.
The Bahamas represented our largest international market outside of the U.S., with our Bahamian operations representing 5.1% of our contract revenues for the year ended December 31, 2023, including 11.0% of our total cash balance at December 31, 2023. In addition, we intend to expand our operations to other areas outside the U.S. in the future.
The Bahamas represented our largest international market outside of the U.S., with our Bahamian operations representing 7.4% of our contract revenues for the year ended December 31, 2024, including 1.8% of our total cash balance at December 31, 2024. In addition, we intend to expand our operations to other areas 16 Table of Contents outside the U.S. in the future.
Our inability to incur additional indebtedness could have a material adverse effect on our business, operating results and financial condition . ​ Item 1B. UNRESOLVED STAFF COMMENTS None
Our inability to incur additional indebtedness could have a material adverse effect on our business, operating results and financial condition . ​
If the Federal Reserve Board resumes increasing interest rates to respond to re-emerging inflation concerns, our concrete business could see a reduction in demand.
If the Federal Reserve Board resumes increasing interest rates to respond to re-emerging inflation concerns, or otherwise maintains high interest rates, commercial development could slow and our concrete business could see a reduction in demand.
Fluctuations in supplies relative to demand and other factors can cause unanticipated increases in their cost. Rising commodity prices can negatively impact the potential returns on projects that are planned, as well as those in progress, and result in customers deferring new investments or canceling or delaying existing projects.
Rising commodity prices can negatively impact the potential returns on projects that are planned, as well as those in progress, and result in customers deferring new investments or canceling or delaying existing projects.
However, our sureties are not obligated under the bonding agreements to issue bonds for us, and bonding decisions are made on a case-by-case basis.
However, our sureties are not obligated under the bonding agreements to issue bonds for us, and bonding decisions are made on a case-by-case basis. We are bidding on increasingly complex, larger jobs for customers who require significant bonds.
To the extent that we experience a 17 Table of Contents material increase in the frequency or severity of accidents or workers’ compensation and health claims, or unfavorable developments on existing claims, our operating results and financial condition could be materially and adversely affected.
To the extent that we experience a material increase in the frequency or severity of accidents or workers’ compensation and health claims, or unfavorable developments on existing claims, our operating results and financial condition could be materially and adversely affected. Our operations are subject to environmental laws and regulations that may expose us to significant costs and liabilities.
Federal Acquisition Regulatory Council issued a final rule consistent with the executive order, which went into effect on January 22, 2024.
Federal Acquisition Regulatory Council issued a final rule consistent with the executive order, which went into effect on January 22, 2024. On January 21, 2025, the United States Court of Federal Claims upheld a challenge to the validity of the final rule.
Foreign Corrupt Practices Act, as amended, various export laws, and other similar laws applicable to our operations in international markets; ● exchange controls or other limitations on international currency movements, including restrictions on the repatriation of funds to the U.S. from certain countries; ● sanctions imposed by the U.S. government that prevent us from engaging in business in certain countries or with certain counter-parties; ● expropriation or nationalization of assets; ● inability to obtain or preserve certain intellectual property rights in the foreign countries in which we operate; ● our inexperience in certain international markets; ● health emergencies or pandemics; ● fluctuations in foreign currency exchange rates; ● political and economic instability; and ● wars, rebellions and acts of terrorism. ​ ​ 19 Table of Contents Our concrete segment is geographically concentrated in Texas. ​ Our concrete segment, which accounted for 44.4%, 54.7% and 56.1% of our contract revenues for the years ended December 31, 2023, 2022 and 2021, respectively, is concentrated in the metropolitan areas of the State of Texas, particularly Houston and Dallas.
Foreign Corrupt Practices Act, as amended, various export laws, and other similar laws applicable to our operations in international markets; ● exchange controls or other limitations on international currency movements, including restrictions on the repatriation of funds to the U.S. from certain countries; ● sanctions imposed by the U.S. government that prevent us from engaging in business in certain countries or with certain counter-parties; ● expropriation or nationalization of assets; ● inability to obtain or preserve certain intellectual property rights in the foreign countries in which we operate; ● our inexperience in certain international markets; ● health emergencies or pandemics; ● fluctuations in foreign currency exchange rates; ● political and economic instability; and ● wars, rebellions and acts of terrorism. ​ Our current insurance coverage may not be adequate, and we may not be able to obtain insurance at acceptable rates, or at all.
Many of our marine segment employees are covered by federal maritime law, including provisions of the Jones Act, the Longshore and Harbor Workers Act, (“USL&H”) and the Seaman’s Wage Act.
Our employees in the marine segment are covered by federal laws that provide seagoing employees remedies for job-related claims in addition to those provided by state laws. Many of our marine segment employees are covered by federal maritime law, including provisions of the Jones Act, the Longshore and Harbor Workers Act, (“USL&H”) and the Seaman’s Wage Act.
Our current insurance coverage may not be adequate, and we may not be able to obtain insurance at acceptable rates, or at all. We maintain various insurance policies, including general liability and workers’ compensation. We are partially self-insured under some of our policies, and our insurance does not cover all types or amounts of liabilities.
We maintain various insurance policies, including general liability and workers’ compensation. We are partially self-insured under some of our policies, and our insurance does not cover all types or amounts of liabilities. We are not required to, and do not, specifically set aside funds for our self-insurance programs.
From time to time, we may publicly provide earnings or other forms of guidance, which reflect our predictions about future revenue, operating costs and capital structure, among other factors. Any such predictions may be impacted by these factors as well as others that are beyond our control and might not turn out to be accurate.
From time to time, we may publicly provide earnings or other forms of guidance, which reflect our predictions about future revenue, operating costs and capital structure, among other factors.
In the event of a project cancellation, we may be reimbursed for certain costs but typically have no contractual right to recover the total revenue reflected in our backlog. In addition to being unable to recover certain direct costs, cancelled projects may also result in additional unrecoverable costs due to the resulting under-utilization of our assets or labor force.
In the event of a project cancellation, we may be reimbursed for certain costs but typically have no contractual right to recover the total revenue reflected in our backlog.
If we are unable to continue to maintain the equipment in our fleet or are unable to obtain the requisite certifications, we may be forced to obtain third-party repair services, be unable to use our uncertified equipment or be unable to bid on contracts, which could have a material adverse effect on our business, operating results and financial condition. 16 Table of Contents In addition, our vessels in the marine segment may be subject to arrest or seizure by claimants as security for maritime torts committed by the vessel or us or the failure by us to pay for necessities, including fuel and repair services, which were furnished to the vessel.
If we are unable to continue to maintain the equipment in our fleet or are unable to obtain the requisite certifications, we may be forced to obtain third-party repair services, be unable to use our uncertified equipment or be unable to bid on contracts, which could have a material adverse effect on our business, operating results and financial condition.
We may incur higher costs to acquire, manufacture and maintain equipment necessary for our operations. We have traditionally owned the majority of the equipment used in our projects, and we do not bid on contracts for which we do not have, or cannot quickly procure, whether through construction, acquisition or lease, the necessary equipment to complete projects.
We do not bid on contracts for which we do not have, or cannot quickly procure, whether through construction, acquisition or lease, the necessary equipment to complete projects. We are capable of building much of the specialized equipment used in our projects, including dayboats, tenders and dredges.
Under these contracts, we perform our services and execute our projects at a fixed price and where, as a result, we could benefit from cost savings, but we may be unable to recover any cost overruns. Fixed-price contracts carry inherent risks, including risks of losses from underestimating costs, operational difficulties and other factors that may occur over the contract period.
Much of our revenue is derived from fixed-price, lump-sum contracts. Under these contracts, we perform our services and execute our projects at a fixed price and where, as a result, we could benefit from cost savings, but we may be unable to recover any cost overruns.
As a result, we may be required to expend significant 21 Table of Contents resources to protect against the threat of these system disruptions and security breaches or to alleviate problems caused by these disruptions and breaches.
As a result, we may be required to expend significant resources to protect against the threat of these system disruptions and security breaches or to alleviate problems caused by these disruptions and breaches. Any of these events could damage our reputation and have a material adverse effect on our business, financial condition, results of operations and cash flows.
These increased costs may affect their capacity and willingness to undertake new investments, and may result in the delay or cancellation of projects they would otherwise undertake. Commodity prices can also strongly affect the costs of projects. We use concrete and steel as well as diesel fuel and other petroleum-based products to operate our equipment used in our construction contracts.
These increased costs may affect their capacity and willingness to undertake new investments, and may result in the delay or cancellation of projects they would otherwise undertake. ​ Commodity prices can affect our customers in a number of ways.
If our cost estimates for a contract are inaccurate, or if we do not execute the contract within our cost estimates, we may incur losses or the project may not be as profitable as we expected.
Fixed-price contracts carry inherent risks, including risks of losses from underestimating costs, operational difficulties and other factors that may occur over the contract period. If our cost estimates for a contract are inaccurate, or if we do not execute the contract within our cost estimates, we may incur losses or the project may not be as profitable as we expected.
If an expected contract award or the related notice to proceed is delayed or not received, we could incur substantial costs without receipt of any corresponding revenues. Delays by our customers in obtaining required approvals and permits for their infrastructure projects may delay their awarding contracts for those projects and, once awarded, the ability to commence construction under those contracts.
Delays by our customers in obtaining required approvals and permits for their infrastructure projects may delay their awarding contracts for those projects and once awarded, the ability to commence construction under those contracts.
We are currently near our bonding capacity limits and may not be able to maintain a sufficient level of bonding capacity in the future, which could preclude us from being able to bid for certain contracts and successfully contract with certain customers, or cause us to have to increase our letter of credit utilization in lieu of bonds, thereby reducing available borrowing capacity under our Credit Agreement (as defined below, in Risk Factors Relating to Our Indebtedness).
While we had approximately $500 million of available bonding capacity as of December 31, 2024, we may not be able to maintain a sufficient level of bonding capacity in the future which could preclude us from being able to bid for certain contracts and successfully contract with certain customers.
In addition, faulty workmanship, equipment or materials could impact the overall project, resulting in claims against us for failure to meet required project specifications. In the current economic environment, third parties may find it difficult to obtain sufficient financing to help fund their operations.
In addition, faulty workmanship, equipment or materials could impact the overall project, resulting in claims against us for failure to meet required project specifications. We may incur higher costs to acquire, manufacture and maintain equipment necessary for our operations.
Any of these events would be disruptive to our operations and could have a material adverse effect on our business, operating results and financial condition. 20 Table of Contents Our employees in the marine segment are covered by federal laws that provide seagoing employees remedies for job-related claims in addition to those provided by state laws.
In addition, we may be subject to disruptions by organized labor groups protesting our non-union status. Any of these events would be 21 Table of Contents disruptive to our operations and could have a material adverse effect on our business, operating results and financial condition.
We could suffer contract losses if we fail to accurately estimate our costs or fail to execute within our cost estimates on fixed-price, lump-sum contracts. Much of our revenue is derived from fixed-price, lump-sum contracts.
In addition to being unable to recover certain direct costs, cancelled projects may also result in additional unrecoverable costs due to the resulting under-utilization of our assets or labor force. 14 Table of Contents We could suffer contract losses if we fail to accurately estimate our costs or fail to execute within our cost estimates on fixed-price, lump-sum contracts.
In addition, our operations in Texas may make us more susceptible to natural disasters, including hurricanes, tornadoes and flooding. ​ Risk Factors Relating to Our Employees If we fail to attract, retain and engage appropriately qualified employees, including employees in key positions, our operations and profitability may be harmed.
To the extent the controlling member makes decisions that negatively impact the joint venture or arrangement or internal control problems arise within the joint venture or arrangement, it could have a material adverse impact on our business, results of operations, cash flows or financial condition. ​ Risk Factors Relating to Our Employees If we fail to attract, retain and engage appropriately qualified employees, including employees in key positions, our operations and profitability may be harmed.
Removed
If funding is diverted from port and marine infrastructure, including due to a reduced demand in the vessels to be serviced at those facilities, the demand for services within our marine segment may decrease. ​ 13 Table of Contents A significant portion of our revenues may be concentrated among a small number of projects. ​ Due to the nature and timing of large projects, a significant percentage of our revenues in a given period may result from one or two specific contracts, customers or projects.
Added
Additionally, fluctuations in commodity prices can negatively affect our project costs. ​ Interest rates may affect the cost of financing for our customers’ capital projects and investments.
Removed
For example, our portion of work as a dedicated subcontractor for the Pearl Harbor Project for the United States Navy totals $435.4 million, of which approximately $90.5 million was reported as revenue for the year ended December 31, 2023. The timing and funding of new contracts may result in volatility in our cash flow and profitability.
Added
We use concrete and steel as well as diesel fuel and other petroleum-based products to operate our equipment used in our construction contracts. Fluctuations in supplies relative to demand and other factors can cause unanticipated increases in their cost.
Removed
The inability to obtain financing could adversely affect a third party’s ability to provide materials, equipment or services which could have a material adverse impact on our business, financial condition, and results of operations.
Added
In addition, our vessels in the marine segment may be subject to arrest or seizure by claimants as security for maritime torts committed by the vessel or us or the failure by us to pay for necessities, including fuel and repair services, which were furnished to the vessel.
Removed
In addition, a failure by a third-party subcontractor, supplier or manufacturer to comply with applicable laws, regulations or client requirements could negatively impact our business and, for government clients, could result in fines, penalties, suspension or even debarment being imposed on us, which could have a material adverse impact on our business, financial condition, and results of operations.
Added
Our concrete segment is geographically concentrated in Texas. ​ Our concrete segment, which accounted for 34.5%, 44.4% and 54.7% of our contract revenues for the years ended December 31, 2024, 2023 and 2022, respectively, is concentrated in the metropolitan areas of the State of Texas, particularly Houston and Dallas.
Removed
We are capable of building much of the specialized equipment used in our projects, including dayboats, tenders and dredges.
Added
In addition, our operations in Texas may make us more susceptible to natural disasters, including hurricanes, tornadoes and flooding. ​ A significant portion of our revenues may be concentrated among a small number of projects. ​ From time to time in any given period, a significant percentage of our revenues may be attributable to a limited number of contracts, customers or projects.
Removed
Our operations are subject to environmental laws and regulations that may expose us to significant costs and liabilities.
Added
Furthermore, even if the ultimate amount of our contract revenue attributable to a particular project remains the same, delays in scheduled work may impact the timing of the recognition of our contract revenues and profits. In addition, in many cases, we work as a subcontractor or among a team of contractors.
Removed
In addition, we may be subject to disruptions by organized labor groups protesting our non-union status.
Added
Our ability to timely execute on our work is often affected by scheduling changes or contract performance by our co-contractors, all of which are outside of our control. ​ For example, our Pearl Harbor Project for the United States Navy, our portion of which totals approximately $450.2 million, and our design-build contract for the Grand Bahama Shipyard totaling approximately $120.2 million may concentrate our revenues.
Removed
Any of these events could damage our reputation and have a material adverse effect on our business, financial condition, results of operations and cash flows.
Added
To the extent we are unable to perform our services or experience any delays in the Pearl Harbor Project, the Grand Bahama Shipyard or any other significant project, anticipated revenue or profits associated with that project may not be realized or may otherwise shift into future periods, which may impact the accuracy of our guidance. ​ The timing and funding of new contracts may result in volatility in our cash flow and profitability.
Added
If an expected contract award or the related notice to proceed is delayed or not received, we could incur substantial costs without receipt of any corresponding revenues, or the revenues could appear in periods later than expected.
Added
In addition, a change in the timing of a construction project may impact future revenue. If a project is delayed, revenue that we expect to receive may appear in periods later than we initially expected, which may impact the accuracy of our guidance.
Added
Any such predictions may be impacted by these factors as well as others that are beyond our control and might not turn out to be accurate. ​ We may not be able to enter into contracts associated with our pipeline of opportunities, or realize any revenue associated with our pipeline of opportunities. ​ As of December 31, 2024, we had a pipeline of opportunities of approximately $16 billion.
Added
We define our pipeline of opportunities as specific projects that we have identified and are tracking as projects of interest. ​ Our pipeline of opportunities does not represent binding contracts with third parties.
Added
Before we can capitalize on our pipeline of opportunities, we would have to enter into contracts with third parties, or otherwise be selected to perform services, for the particular project identified in our pipeline of opportunities.
Added
We cannot provide any assurance that we will ultimately enter into a contract with a third party or provide services with respect to any particular opportunity.

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Item 2. Properties

Properties — owned and leased real estate

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Biggest changeWe lease office space in Alaska, Louisiana, Florida, Texas and Washington for our operations, including office and yard space for our concrete segment. We may lease smaller project-related offices throughout our operating areas when the need arises. We believe that our existing facilities are adequate for our operations.
Biggest changeWe may lease smaller project-related offices throughout our operating areas when the need arises. We believe that our existing facilities are adequate for our operations. We do not believe that any single facility is material to our operations and, if necessary, we could readily obtain a replacement facility.
Item 2. PROPERTIES Our corporate headquarters is located at 12000 Aerospace Avenue, Suite 300, Houston, Texas 77034, with 21,480 square feet of office space that we lease, with a current term expiring July 31, 2025 and with one five-year extension at our option. Our executive, legal, finance, and some accounting offices are located at this facility.
Item 2. PROPERTIES Our corporate headquarters is currently located at 12000 Aerospace Avenue, Suite 300, Houston, Texas 77034, with 21,480 square feet of office space that we lease, with a current term expiring July 31, 2025 and with one five-year extension at our option. Our executive, legal, finance, and some accounting offices are located at this facility.
Removed
We do not believe that any single facility is material to our operations and, if necessary, we could readily obtain a replacement facility. Some of our real estate assets are pledged to secure our Credit Agreement. Item 3. LEGAL PROCEEDINGS Please refer to Note 16 of the Notes to the Financial Statements for a discussion of legal proceedings. Item 4.
Added
In the summer of 2025, we are scheduled to relocate our corporate headquarters and consolidate our other operations offices in the greater Houston area to a new location at 2940 Riverby Road, Houston, Texas 77020.
Removed
MINE SAFETY DISCLOSURES Not applicable. ​ ​ ​ 25 Table of Contents PART II
Added
The lease for the new corporate headquarters and operations offices includes approximately 63,500 square feet of office space with a term expiring in 2036, subject to two five-year extensions at our option. We lease office space in Alaska, Hawaii, Louisiana, Florida, Texas and Washington for our operations, including office and yard space.
Added
Some of our real estate assets are pledged to secure our Credit Agreement.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeItem 4. Mine Safety Disclosure (not applicable) 25 PART II ​ 26 Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 26 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 27 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 38 Item 8.
Biggest changeItem 4. Mine Safety Disclosure 26 PART II ​ 27 Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 27 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 28 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 38 Item 8. Financial Statements and Supplementary Data 39

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeFor each graph, the investments are assumed to have occurred at the beginning of each period. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2019 2020 2021 2022 2023 Orion Group Holdings, Inc. 120.98 ​ 115.62 ​ 87.88 55.48 ​ 115.15 S&P 500 128.88 ​ 149.83 ​ 190.13 153.16 ​ 190.27 Dow Jones US Heavy Civil Construction 133.18 ​ 160.75 ​ 240.05 274.37 ​ 328.52 * This table and the information therein are being furnished but not filed.
Biggest changeFor each graph, the investments are assumed to have occurred at the beginning of each period. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2020 2021 2022 2023 2024 Orion Group Holdings, Inc. 95.57 ​ 72.64 ​ 45.86 ​ 95.18 ​ 141.23 S&P 500 116.26 ​ 147.52 ​ 118.84 ​ 147.64 ​ 182.05 Dow Jones US Heavy Civil Construction 120.70 ​ 180.24 ​ 206.01 ​ 246.68 ​ 346.60 * This table and the information therein are being furnished but not filed.
Such information will not be deemed to be soliciting material or incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that it is specifically incorporated by reference. 26 Table of Contents 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 29, 2024.
Such information will not be deemed to be soliciting material or incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that it is specifically incorporated by reference. 27 Table of Contents 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, 2025.
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 23, 2024, we had approximately 4,815 stockholders of record including beneficial holders.
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 21, 2025, we had approximately 9,577 stockholders of record including beneficial holders.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeDelays in decisions on pending awards also have a negative impact on the timing and amount by which we are able to increase backlog. 29 Table of Contents Income Statement Comparisons ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ 2023 2022 2021 ​ Amount Percent Amount Percent Amount Percent ​ ​ (dollar amounts in thousands) ​ Contract revenues ​ $ 711,778 100.0 % $ 748,322 100.0 % $ 601,360 100.0 % Cost of contract revenues ​ 650,115 91.3 % 697,580 93.2 % 560,393 93.2 % Gross profit ​ 61,663 8.7 % 50,742 6.8 % 40,967 6.8 % Selling, general and administrative expenses ​ 69,431 9.8 % 62,503 8.4 % 60,181 10.0 % Amortization of intangible assets ​ ​ 427 ​ 0.1 % ​ 1,239 ​ 0.2 % ​ 1,521 ​ 0.3 % Gain on disposal of assets, net ​ ​ (8,455) ​ (1.2) % ​ (4,970) ​ (0.7) % ​ (11,418) ​ (2.0) % Intangible asset impairment loss ​ ​ 6,890 ​ 1.0 % ​ — ​ — % ​ — ​ — % Operating loss ​ (6,630) (1.0) % (8,030) (1.1) % (9,317) (1.5) % Other (expense) income: ​ ​ ​ ​ Other income ​ 641 0.1 % 199 — % 199 — % Interest income ​ 103 — % 104 — % 136 — % Interest expense ​ (11,659) (1.6) % (4,456) (0.6) % (5,076) (0.8) % Other expense, net ​ (10,915) (1.5) % (4,153) (0.6) % (4,741) (0.8) % Loss before income tax expense ​ (17,545) (2.5) % (12,183) (1.6) % (14,058) (2.3) % Income tax expense ​ 330 — % 429 0.1 % 502 0.1 % Net loss ​ $ (17,875) (2.5) % $ (12,612) (1.7) % $ (14,560) (2.4) % ​ Year ended December 31, 2023 compared with year ended December 31, 2022 Contract Revenues.
Biggest changeDelays in decisions on pending awards also have a negative impact on the timing and amount by which we are able to increase backlog. 30 Table of Contents Income Statement Comparisons ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ 2024 2023 2022 ​ Amount Percent Amount Percent Amount Percent ​ ​ (dollar amounts in thousands) ​ Contract revenues ​ $ 796,394 100.0 % $ 711,778 100.0 % $ 748,322 100.0 % Cost of contract revenues ​ 705,234 88.6 % 650,115 91.3 % 697,580 93.2 % Gross profit ​ 91,160 11.4 % 61,663 8.7 % 50,742 6.8 % Selling, general and administrative expenses ​ 82,537 10.4 % 69,431 9.8 % 62,503 8.4 % Amortization of intangible assets ​ ​ — ​ — % ​ 427 ​ 0.1 % ​ 1,239 ​ 0.2 % Gain on disposal of assets, net ​ ​ (2,898) ​ (0.4) % ​ (8,455) ​ (1.2) % ​ (4,970) ​ (0.7) % Intangible asset impairment loss ​ ​ — ​ — % ​ 6,890 ​ 1.0 % ​ — ​ — % Operating income (loss) ​ 11,521 1.4 % (6,630) (1.0) % (8,030) (1.1) % Other (expense) income: ​ ​ ​ ​ Other income ​ 357 — % 641 0.1 % 199 — % Interest income ​ 207 — % 103 — % 104 — % Interest expense ​ (13,381) (1.6) % (11,659) (1.6) % (4,456) (0.6) % Other expense, net ​ (12,817) (1.6) % (10,915) (1.5) % (4,153) (0.6) % Loss before income tax expense ​ (1,296) (0.2) % (17,545) (2.5) % (12,183) (1.6) % Income tax expense ​ 348 — % 330 — % 429 0.1 % Net loss ​ $ (1,644) (0.2) % $ (17,875) (2.5) % $ (12,612) (1.7) % ​ Year ended December 31, 2024 compared with year ended December 31, 2023 Contract Revenues.
Sources of Capital ​ On May 15, 2023, we entered into a new three-year $103.0 million Credit Agreement with White Oak, which includes a $65.0 million asset based revolving credit line and a $38.0 million fixed asset term loan. Please s ee Note 10 of the Notes to the Financial Statements for further discussion.
Sources of Capital ​ On May 15, 2023, we entered into a new three-year $103.0 million Credit Agreement with White Oak, which includes a $65.0 million asset based revolving credit line and a $38.0 million fixed asset term loan. Please s ee Note 10 of the Notes to the Consolidated Financial Statements for further discussion.
See Note 10 of the Notes to the Financial Statements in this Form 10-K for a further description of the sale of property. Intangible Asset Impairment Loss. During the year ended December 31, 2023, we recorded a $6.9 million intangible asset impairment loss due to our strategic decision to rebrand the concrete segment under the Orion banner.
See Note 11 of the Notes to the Financial Statements in this Form 10-K for a further description of the sale of property. Intangible Asset Impairment Loss. During the year ended December 31, 2023, we recorded a $6.9 million intangible asset impairment loss due to our strategic decision to rebrand the concrete segment under the Orion banner.
We believe our current equipment fleet will allow us to meet market demand for projects from both our public and private customers. ​ In the long-term, we see positive trends in demand for our services in our end markets, including: ​ ● Continuing need to repair and improve degrading U.S. marine infrastructure; ● Long-term demand from downstream energy-related companies will be driven by larger capital projects, as well as maintenance call-out work; ● Expected increases in cargo volume and future demands from larger ships transiting the Panama Canal will require ports along the Gulf Coast and Atlantic Seaboard to expand port infrastructure as well as perform additional dredging services; ● Possible work opportunities generated by the Water Resources Reform and Development Act (the “WRRDA Act”) authorizing expenditures for the conservation and development of the nation’s waterways as well as addressing funding deficiencies within the Harbor Maintenance Trust Fund; ● Renewed focus on coastal rehabilitation along the Gulf Coast, particularly through the use of RESTORE Act funds based on fines collected related to the 2010 Gulf of Mexico oil spill; ● Funding for highways and transportation under successor Acts to the Fixing America’s Surface Transportation Act; 28 Table of Contents ● Nearly $7 billion of federal funding provided by the US Army Core of Engineers (“USACE”) in connection with disaster recovery in Texas; and ● Opportunities related to the Infrastructure Investment and Jobs Act (“IIJA”).
We believe our current equipment fleet will allow us to meet market demand for projects from both our public and private customers. ​ In the long-term, we see positive trends in demand for our services in our end markets, including: ​ ● Continuing need to repair and improve degrading U.S. marine infrastructure; ● Navy infrastructure investments; ● Long-term demand from downstream energy-related companies will be driven by larger capital projects, as well as maintenance call-out work; ● Expected increases in cargo volume and future demands from larger ships transiting the Panama Canal will require ports along the Gulf Coast and Atlantic Seaboard to expand port infrastructure as well as perform additional dredging services; ● Possible work opportunities generated by the Water Resources Reform and Development Act (the “WRRDA Act”) authorizing expenditures for the conservation and development of the nation’s waterways as well as addressing funding deficiencies within the Harbor Maintenance Trust Fund; ● Renewed focus on coastal rehabilitation along the Gulf Coast, particularly through the use of RESTORE Act funds based on fines collected related to the 2010 Gulf of Mexico oil spill; ● Funding for highways and transportation under successor Acts to the Fixing America’s Surface Transportation Act; ● Nearly $7 billion of federal funding provided by the US Army Core of Engineers (“USACE”) in connection with disaster recovery in Texas; and ● Opportunities related to the Infrastructure Investment and Jobs Act (“IIJA”).
These arrangements are not reasonably likely to have an effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to investors. 35 Table of Contents Critical Accounting Estimates The consolidated financial statements contained in this report were prepared in accordance with U.S. GAAP.
These arrangements are not reasonably likely to have an effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to investors. 36 Table of Contents Critical Accounting Estimates The consolidated financial statements contained in this report were prepared in accordance with U.S. GAAP.
Unless the context requires otherwise, when we refer to “we,” “us” and “our,” we are describing Orion Group Holdings, Inc. and its consolidated subsidiaries.
Unless the context requires otherwise, when we refer to “we,” “us” and “our,” we are describing Orion Group Holdings, Inc. and its consolidated subsidiaries and affiliates.
Overview Orion Group Holdings, Inc. and subsidiaries, (hereafter collectively referred to as the “Company”), is a leading specialty construction company serving the infrastructure, industrial, and building sectors, providing services both on and off the water in the continental United States, Alaska, Hawaii, Canada and the Caribbean Basin through its marine segment and its concrete segment.
Overview Orion Group Holdings, Inc. and subsidiaries (hereafter collectively referred to as the “Company”), is a leading specialty construction company serving the infrastructure, industrial, and building sectors, providing services both on and off the water in the continental United States, Alaska, Hawaii, Canada and the Caribbean Basin through our marine segment and our concrete segment.
During the year ended December 31, 2023, we had borrowings of $5.0 million from our prior credit agreement, $38.0 million from the term loan portion of our new Credit Agreement and borrowings of $64.0 million on the revolving credit line under our new Credit Agreement, repayments of $40.0 million on our prior credit agreement, repayments of $64.0 34 Table of Contents million on the revolving credit line under our new Credit Agreement, proceeds from failed sales-leasebacks of $14.7 million, proceeds of $2.4 million related to the Port Lavaca land sale-leaseback financing, loan costs of $6.5 million, payments on finance lease liabilities of $4.8 million and a cash outflow of $0.5 million for payments related to tax withholdings for share-based compensation.
During the year ended December 31, 2023, we had borrowings of $5.0 million from our prior credit agreement, $38.0 million from the term loan portion of our new Credit Agreement and borrowings of $64.0 million on the revolving credit line under our new Credit Agreement, repayments of $40.0 million on our prior credit agreement, repayments of $64.0 million on the revolving credit line under our new Credit Agreement, proceeds from failed sales-leasebacks of $14.7 million, proceeds of $2.4 million related to the Port Lavaca land sale-leaseback financing, loan costs of $6.5 million, payments on finance lease liabilities of $4.8 million and a cash outflow of $0.5 million for payments related to tax withholdings for share-based compensation.
The carrying value of our long-lived assets is 36 Table of Contents evaluated periodically based on utilization of the asset and physical condition of the asset, as well as the useful life of the asset to determine if adjustment to the depreciation period or the carrying value is warranted.
The carrying value of our long-lived assets is evaluated periodically based on utilization of the asset and physical condition of the asset, as well as the useful life of the 37 Table of Contents asset to determine if adjustment to the depreciation period or the carrying value is warranted.
The segment had previously operated under its prior name, TAS Concrete Construction, since its acquisition in 2015. The rebranding reflects a strategic initiative to integrate our different service offerings under one banner to leverage Orion’s brand reputation and 30 Table of Contents to deliver greater value and seamless execution for our customers.
The segment had previously operated under its prior name, TAS Concrete Construction, since its acquisition in 2015. The rebranding reflects a strategic initiative to integrate our different service offerings under one banner to leverage Orion’s brand reputation and to deliver greater value and seamless execution for our customers.
Although our significant accounting policies are described in more detail in Note 2 of the Notes to Consolidated Financial Statements; we believe the following accounting policies to be critical to the judgments and estimates used in the preparation of our financial statements: ● Revenue Recognition from Construction Contracts; ● Long Lived Assets; ● Income Taxes; ● Insurance Coverage, Litigation, Claims and Contingencies. ​ Revenue Recognition Our revenue is derived from contracts to provide marine construction, dredging, turnkey concrete services, and other specialty services.
Although our significant accounting policies are described in more detail in Note 2 of the Notes to Consolidated Financial Statements; we believe the following accounting policies to be critical to the judgments and estimates used in the preparation of our financial statements: ● Revenue Recognition from Construction Contracts; ● Long Lived Assets; ● Income Taxes. ​ Revenue Recognition Our revenue is derived from contracts to provide marine construction, dredging, turnkey concrete services, and other specialty services.
Included in the year ended December 31, 2023 is $8.1 million of proceeds related to the sale-leaseback of the Port Lavaca South Yard property in Texas. Financing Activities.
Included in the year ended December 31, 2023 is $8.1 million of proceeds related to the sale-leaseback of the Port Lavaca South Yard property in Texas. ​ 35 Table of Contents Financing Activities.
We currently see long-term demand for our concrete construction services in the Texas building sector as Texas’s major metropolitan areas, and expanding suburbs continue to be leading locations for population and business growth.
We currently see long-term demand for our concrete construction services in the Texas building sector as Texas’s major metropolitan areas, 29 Table of Contents and expanding suburbs continue to be leading locations for population and business growth.
Selling, General and Administrative (“SG&A”) expenses were $69.4 million for the year ended December 31, 2023, compared to $62.5 million in the prior year period, an increase of $6.9 million, or 11.1%. As a percentage of total contract revenues, SG&A expenses increased from 8.4% to 9.8% for the year ended December 31, 2023 and December 31, 2022, respectively.
SG&A expenses were $69.4 million for the year ended December 31, 2023, compared to $62.5 million in the prior year period, an increase of $6.9 million, or 11.1%. As a percentage of total contract revenues, SG&A expenses increased from 8.4% to 9.8% for the year ended December 31, 2023 and December 31, 2022, respectively.
Investing Activities. Capital asset additions and betterments to our fleet were $8.9 million in 2023, as compared with $14.6 million and $17.0 million in 2022 and 2021, respectively. Proceeds from the sale of property and equipment were $11.1 million in 2023, as compared with $4.9 million and $27.2 million in 2022 and 2021, respectively.
Investing Activities. Capital asset additions and betterments to our fleet were $14.1 million in 2024, as compared with $8.9 million and $14.6 million in 2023 and 2022, respectively. Proceeds from the sale of property and equipment were $2.6 million in 2024, as compared with $11.1 million and $4.9 million in 2023 and 2022, respectively.
At December 31, 2023, the capacity under our current bonding arrangement was at least $750 million, with approximately $575 million of projects being bonded. While we believe that our current bonding capacity is sufficient to satisfy current demand for our services, any new major project opportunities may require us to seek additional bonding capacity in the future.
At December 31, 2024, the capacity under our current bonding arrangement was at least $1.1 billion, with approximately $588 million of projects being bonded. While we believe that our current bonding capacity is sufficient to satisfy current demand for our services, any new major project opportunities may require us to seek additional bonding capacity in the future.
Liquidity and Capital Resources Changes in working capital are normal within our business given the varying mix in size, scope, seasonality and timing of delivery of our projects. At December 31, 2023, our working capital was $55.9 million, as compared with $31.1 million at December 31, 2022.
Liquidity and Capital Resources ​ Changes in working capital are normal within our business given the varying mix in size, scope, seasonality and timing of delivery of our projects. At December 31, 2024, our working capital was $78.2 million, as compared to $55.9 million at December 31, 2023.
As of December 31, 2023, we had unrestricted cash on hand of $30.9 million. Our borrowing availability under our revolving portion of our Credit Agreement at December 31, 2023 was approximately $47.7 million. Our primary liquidity needs are to finance our working capital and fund capital expenditures.
As of December 31, 2024, we had unrestricted cash on hand of $28.3 million. Our borrowing availability under our revolving portion of our Credit Agreement at December 31, 2024 was approximately $26.7 million. Our primary liquidity needs are to finance our working capital and fund capital expenditures.
Our effective tax rate for the year ended December 31, 2023 was (1.9)%, which differs from the federal statutory rate of 21% primarily due to the tax impact from the valuation allowance for current year activity, state income taxes and the non-deductibility of other permanent items. Year ended December 31, 2022 compared with year ended December 31, 2021 Contract Revenues.
Our effective tax rate for the year ended December 31, 2024 was (26.9)%, which differs from the federal statutory rate of 21% primarily due to the tax impact from the valuation allowance for current year activity, the statue expiration of an uncertain tax position, state income taxes and the non-deductibility of other permanent items. 31 Table of Contents Year ended December 31, 2023 compared with year ended December 31, 2022 Contract Revenues.
The changes in net working capital, which are reflected as changes in operating assets and liabilities in our Consolidated Statements of Cash Flows, were primarily driven by a $2.4 million outflow pursuant to the relative timing and significance of project progression and billings during the period, a $1.3 million outflow related to a decrease in our net position of accounts receivable and accounts payable plus accrued liabilities during the period and a $4.9 million decrease in operating lease liabilities during the period, partially offset by $0.5 million of other cash inflows.
The changes in net working capital, which are reflected as changes in operating assets and liabilities in our Consolidated Statements of Cash Flows, were primarily driven by $19.6 million of cash outflows pursuant to the relative timing and significance of project progression and billings during the period, a $8.7 million decrease in operating lease liabilities and $0.4 million of other outflows, partially offset by a $7.0 million cash inflow related to an increase in our net position of accounts receivable and accounts payable plus accrued liabilities during the period.
We evaluate and record any uncertain tax positions based on the amount that management deems is more likely than not to be sustained upon ultimate settlement with the tax authorities in the tax jurisdictions in which we operate. Insurance Coverage, Litigation, Claims and Contingencies We maintain insurance coverage for our business and operations.
We evaluate and record any uncertain tax positions based on the amount that management deems is more likely than not to be sustained upon ultimate settlement with the tax authorities in the tax jurisdictions in which we operate.
Our net loss was $17.9 million, as compared with net loss of $12.6 million in the prior year. In addition, we ended 2023 with a consolidated backlog of $762.2 million.
Our net loss was $1.6 million, as compared with net loss of $17.9 million in the prior year. In addition, we ended 2024 with a consolidated backlog of $729.1 million.
Our contracts are obtained primarily through competitive bidding in response to “requests for proposals” by federal, state and local agencies and through negotiation and competitive bidding with private parties and general contractors.
We are headquartered in Houston, Texas with regional offices throughout our operating areas. ​ Our contracts are obtained primarily through competitive bidding in response to “requests for proposals” by federal, state and local agencies and through negotiation and competitive bidding with private parties and general contractors.
During 2021, we generated approximately $0.1 million in cash from our operating activities. The net cash inflow is comprised of $8.2 million of cash inflows from net income, after adjusting for non-cash items and $8.1 million of cash outflows related to changes in net working capital.
During 2024, we generated approximately $12.7 million from cash in our operating activities. The net cash inflow is comprised of $34.4 million of cash inflows from net income, after adjusting for non-cash items and $21.7 million of cash outflows related to changes in net working capital.
Our effective tax rate for the year ended December 31, 2022 was (3.5)%, which differs from the federal statutory rate of 21% primarily due to the tax impact from the valuation allowance for current year activity, state income taxes and the non-deductibility of other permanent items. ​ 31 Table of Contents Segment Results The following table sets forth, for the periods indicated, statements of operations data by segment, segment revenues as a percentage of consolidated revenues and segment operating income (loss) as a percentage of segment revenues. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ ​ ​ 2023 ​ 2022 ​ 2021 ​ Amount Percent Amount Percent Amount Percent ​ ​ ​ (dollar amounts in thousands) Contract revenues ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Marine segment ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Public sector ​ ​ $ 292,088 ​ 73.8 % $ 237,363 ​ 70.0 % $ 164,636 ​ 62.4 % Private sector ​ ​ ​ 103,829 ​ 26.2 % ​ 101,850 ​ 30.0 % ​ 99,279 ​ 37.6 % Marine segment total ​ ​ $ 395,917 ​ 100.0 % $ 339,213 ​ 100.0 % $ 263,915 ​ 100.0 % Concrete segment ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Public sector ​ ​ $ 20,297 ​ 6.4 % $ 30,284 ​ 7.4 % $ 14,945 ​ 4.4 % Private sector ​ ​ ​ 295,564 ​ 93.6 % ​ 378,825 ​ 92.6 % ​ 322,500 ​ 95.6 % Concrete segment total ​ ​ $ 315,861 ​ 100.0 % $ 409,109 ​ 100.0 % $ 337,445 ​ 100.0 % Total ​ ​ $ 711,778 ​ ​ $ 748,322 ​ ​ $ 601,360 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating income (loss) ​ ​ ​ ​ ​ Marine segment ​ ​ $ 3,670 0.9 % $ 9,787 2.9 % $ 5,760 2.2 % Concrete segment ​ ​ (10,300) (3.3) % (17,817) (4.4) % (15,077) (4.5) % Total ​ ​ $ (6,630) ​ ​ ​ $ (8,030) ​ ​ ​ $ (9,317) ​ ​ ​ ​ Year ended December 31, 2023 compared with year ended December 31, 2022 Marine Segment Revenues for our marine segment for the year ended December 31, 2023 were $395.9 million compared to $339.2 million for the year ended December 31, 2022, an increase of $56.7 million, or 16.7%.
Our effective tax rate for the year ended December 31, 2023 was (1.9)%, which differs from the federal statutory rate of 21% primarily due to the tax impact from the valuation allowance for current year activity, state income taxes and the non-deductibility of other permanent items. ​ 32 Table of Contents Segment Results The following table sets forth, for the periods indicated, statements of operations data by segment, segment revenues as a percentage of consolidated revenues and segment operating income (loss) as a percentage of segment revenues. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ ​ ​ 2024 ​ 2023 ​ 2022 ​ Amount Percent Amount Percent Amount Percent ​ ​ ​ (dollar amounts in thousands) Contract revenues ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Marine segment ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Public sector ​ ​ $ 403,428 ​ 77.4 % $ 292,088 ​ 73.8 % $ 237,363 ​ 70.0 % Private sector ​ ​ ​ 117,822 ​ 22.6 % ​ 103,829 ​ 26.2 % ​ 101,850 ​ 30.0 % Marine segment total ​ ​ $ 521,250 ​ 100.0 % $ 395,917 ​ 100.0 % $ 339,213 ​ 100.0 % Concrete segment ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Public sector ​ ​ $ 28,193 ​ 10.2 % $ 20,297 ​ 6.4 % $ 30,284 ​ 7.4 % Private sector ​ ​ ​ 246,951 ​ 89.8 % ​ 295,564 ​ 93.6 % ​ 378,825 ​ 92.6 % Concrete segment total ​ ​ $ 275,144 ​ 100.0 % $ 315,861 ​ 100.0 % $ 409,109 ​ 100.0 % Total ​ ​ $ 796,394 ​ ​ $ 711,778 ​ ​ $ 748,322 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating income (loss) ​ ​ ​ ​ ​ Marine segment ​ ​ $ 2,318 0.4 % $ 3,670 0.9 % $ 9,787 2.9 % Concrete segment ​ ​ 9,203 3.3 % (10,300) (3.3) % (17,817) (4.4) % Total ​ ​ $ 11,521 ​ ​ ​ $ (6,630) ​ ​ ​ $ (8,030) ​ ​ ​ ​ Year ended December 31, 2024 compared with year ended December 31, 2023 Marine Segment Revenues for our marine segment for the year ended December 31, 2024 were $521.3 million compared to $395.9 million for the year ended December 31, 2023, an increase of $125.4 million, or 31.7%.
We plan our operations and bidding activity with these factors in mind and they generally have not had a material adverse impact on the results of our operations in the past. 27 Table of Contents 2023 Recap and 2024 Outlook ​ In 2023, we recorded revenues of $711.8 million, a decrease of 4.9% as compared with 2022. $395.9 million of total revenue was attributable to our marine segment and the remaining $315.9 million to our concrete segment.
We plan our operations and bidding activity with these factors in mind and they generally have not had a material adverse impact on the results of our operations in the past. 2024 Recap and 2025 Outlook ​ In 2024, we recorded revenues of $796.4 million, an increase of 11.9% as compared with 2023. $521.3 million of total revenue was attributable to our marine segment and the remaining $275.1 million to our concrete segment.
Adjusted for the $6.9 million intangible asset impairment loss on the TAS Commercial Concrete tradename, operating loss for the year ended December 31, 2023 was $3.4 million, or a decrease in operating loss of $14.4 million.
Adjusted for the $6.9 million intangible asset impairment loss on the TAS Commercial Concrete tradename, operating loss for the year ended December 31, 2023 was $3.4 million, or a decrease in operating loss of $14.4 million. This decrease in operating loss was primarily due to lower indirect costs due to winding down operations in Central Texas.
Our concrete segment provides turnkey concrete construction services including concrete surface place and finish, site preparation, layout, forming, and rebar placement for large commercial, structural and other associated business areas. We are headquartered in Houston, Texas with regional offices throughout our operating areas.
Our concrete segment provides turnkey concrete construction services including concrete surface place and finish, site preparation, layout, forming, and rebar placement for large commercial, structural and other associated business areas.
In addition, we closed $25.8 million in equipment and real estate sale-leaseback transactions in the year. Looking to 2024, we will continue to execute our strategic plan focused on developing opportunities across the infrastructure, industrial, and building sectors. ​ Marine Segment Demand for our marine construction services continues, given our differentiated capabilities and service offering within the space.
Looking to 2025, we will continue to execute our strategic plan focused on developing opportunities across the infrastructure, industrial, and building sectors. ​ Marine Segment Demand for our marine construction services continues, given our differentiated capabilities and service offering within the space.
In the long-term, we see positive trends in demands for our services in our end markets, including: ● Population growth in the state of Texas driven by corporate relocations; ● Continued investment in warehouse/distribution space in our core markets; ● Nearly $7 billion of federal funding provided by the USACE in connection with disaster recovery in Texas; and ● Potential opportunities related to the IIJA.
In the long-term, we see positive trends in demands for our services in our end markets, including: ● Population growth in the state of Texas driven by corporate relocations; ● Continued investment in warehouse/distribution and data center space in our core markets; ● Geographic expansion outside of Texas; and ● Potential opportunities related to the IIJA.
The most significant of these include the following: ● completeness and accuracy of the original bid; ● increases in commodity prices such as concrete, steel and fuel; ● customer delays, work stoppages, and other costs due to weather and environmental restrictions; ● subcontractor performance; ● unforeseen site conditions; ● availability and skill level of workers; and ● a change in availability and proximity of equipment and materials.
There are a number of factors that can create variability in contract performance and therefore impact the results of our operations. ​ The most significant of these include the following: ​ ● completeness and accuracy of the original bid; ● increases in commodity prices such as concrete, steel and fuel; ● customer delays, work stoppages, and other costs due to weather and environmental restrictions; ● subcontractor performance; ● unforeseen site conditions; ● availability and skill level of workers; and ● a change in availability and proximity of equipment and materials. 28 Table of Contents All of these factors can have a negative impact on our contract performance, which can adversely affect the timing of revenue recognition and ultimate contract profitability.
Contract revenues for the year ended December 31, 2022 of $748.3 million increased $146.9 million or 24.4% as compared to $601.4 million in the prior year period.
Contract revenues for the year ended December 31, 2024 of $796.4 million increased $84.6 million or 11.9% as compared to $711.8 million in the prior year period.
Backlog as of the periods ended below are as follows (in millions): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 September 30, 2023 June 30, 2023 March 31, 2023 December 31, 2022 Marine segment ​ $ 602.5 ​ $ 699.9 ​ $ 614.9 ​ $ 187.0 ​ $ 216.7 Concrete segment ​ 159.7 ​ 177.6 ​ 203.8 ​ 280.4 ​ 232.1 Consolidated ​ $ 762.2 ​ $ 877.5 ​ $ 818.7 ​ $ 467.4 ​ $ 448.8 ​ We are optimistic in our end-markets and in the opportunities that are emerging across our various marketplaces as evidenced by the $3.0 billion of quoted bids outstanding at quarter end, of which over $121 million resulted in the award of contracts subsequent to the end of the fiscal year ended December 31, 2023.
Backlog as of the periods ended below are as follows (in millions): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 September 30, 2024 June 30, 2024 March 31, 2024 December 31, 2023 Marine segment ​ $ 582.8 ​ $ 537.0 ​ $ 567.1 ​ $ 569.9 ​ $ 602.5 Concrete segment ​ 146.3 ​ 153.5 ​ 191.3 ​ 186.7 ​ 159.7 Consolidated ​ $ 729.1 ​ $ 690.5 ​ $ 758.4 ​ $ 756.6 ​ $ 762.2 ​ We are optimistic in our end-markets and in the opportunities that are emerging across our various marketplaces as evidenced by the $1.2 billion of quoted bids outstanding at quarter end.
Significant assumptions used in our forecasted model of liquidity include forecasted sales, costs, and capital expenditures, as well as expected timing and proceeds of planned real estate transactions. ​ ​ 33 Table of Contents The following table provides information regarding our cash flows and our capital expenditures for the years ending December 31, 2023, 2022 and 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 ​ 2022 ​ 2021 Net loss $ (17,875) $ (12,612) $ (14,560) Adjustments to remove non-cash and non-operating items ​ ​ 32,641 ​ ​ 27,413 ​ ​ 22,726 Cash flow from net income after adjusting for non-cash and non-operating items ​ ​ 14,766 ​ ​ 14,801 ​ ​ 8,166 Change in operating assets and liabilities (working capital) ​ ​ 2,412 ​ ​ (5,236) ​ ​ (8,097) Cash flows provided by operating activities ​ $ 17,178 ​ $ 9,565 ​ $ 69 Cash flows provided by (used in) investing activities ​ $ 2,170 ​ $ (9,704) ​ $ 10,629 Cash flows provided by (used in) financing activities ​ $ 7,806 ​ $ (8,370) ​ $ 6 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Capital expenditures (included in investing activities above) ​ $ (8,909) ​ $ (14,584) ​ $ (16,975) ​ Operating Activities.
The net proceeds were used for working capital and for general corporate purposes, including repayment of borrowings under the Credit Agreement. ​ ​ ​ 34 Table of Contents The following table provides information regarding our cash flows and our capital expenditures for the years ending December 31, 2024, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ 2023 ​ 2022 Net loss ​ $ (1,644) $ (17,875) $ (12,612) Adjustments to remove non-cash and non-operating items ​ ​ 36,018 ​ ​ 32,641 ​ ​ 27,413 Cash flow from net income after adjusting for non-cash and non-operating items ​ ​ 34,374 ​ ​ 14,766 ​ ​ 14,801 Change in operating assets and liabilities (working capital) ​ ​ (21,698) ​ ​ 2,412 ​ ​ (5,236) Cash flows provided by operating activities ​ $ 12,676 ​ $ 17,178 ​ $ 9,565 Cash flows (used in) provided by investing activities ​ $ (11,482) ​ $ 2,170 ​ $ (9,704) Cash flows (used in) provided by financing activities ​ $ (3,816) ​ $ 7,806 ​ $ (8,370) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Capital expenditures (included in investing activities above) ​ $ (14,091) ​ $ (8,909) ​ $ (14,584) ​ Operating Activities.
Operating income for our marine segment for the year ended December 31, 2022 was $9.8 million, compared to operating income of $5.8 million for the year ended December 31, 2021, an increase of $4.0 million.
Operating income for our concrete segment for the year ended December 31, 2024 was $9.2 million, compared to an operating loss of $10.3 million for the year ended December 31, 2023, an increase of $19.5 million.
We record revenue on construction contracts over time, measured by the percentage of actual contract costs incurred to date to total estimated costs for each contract. There are a number of factors that can create variability in contract performance and therefore impact the results of our operations.
We record revenue on construction contracts over time, measured by the percentage of actual contract costs incurred to date to total estimated costs for each contract.
SG&A expenses were $62.5 million for the year ended December 31, 2022, compared to $60.2 million in the prior year period, an increase of $2.3 million or 3.9%. As a percentage of total contract revenues, SG&A expenses decreased from 10.0% to 8.4% primarily due to higher revenues in the current period.
Selling, General and Administrative (“SG&A”) expenses were $82.5 million for the year ended December 31, 2024 compared to $69.4 million in the prior year period, an increase of $13.1 million or 18.9%. As a percentage of total contract revenues, SG&A expenses increased from 9.8% to 10.4%.
Gross profit was $50.7 million for the year ended December 31, 2022, compared to $41.0 million in the prior year period, an increase of $9.7 million or 23.9%. Gross profit in both periods was 6.8% of total contract revenues.
Gross profit was $91.2 million for the year ended December 31, 2024 compared to $61.7 million in the prior year period, an increase of $29.5 million or 47.8%. Gross profit in the year ended December 31, 2024 was 11.4% of total contract revenues as compared to 8.7% in the prior year period.
These estimates are subject to fluctuations based upon the scope of services to be provided, as well as factors affecting the time required to complete the project. Backlog is not necessarily indicative of future results. In addition to our backlog under contract, we also have a substantial number of projects in negotiation or pending award at any given time.
Of this amount, approximately $248 million was either awarded to us and contracted, or awarded and pending contract, subsequent to December 31, 2024. These estimates are subject to fluctuations based upon the scope of services to be provided, as well as factors affecting the time required to complete the project. Backlog is not necessarily indicative of future results.
Other expense primarily reflects interest on our borrowings, partially offset by interest income and non-operating gains or losses. Interest expense for the prior year period included $2.1 million related to the extinguishment of our term loan and related interest rate swaps. ​ Income Tax Expense.
Other expense primarily reflects interest on our borrowings of $13.4 million and $11.7 million in the years ended December 31, 2024 and 2023, respectively, partially offset by interest income and non-operating gains or losses. Income Tax Expense. We recorded tax expense of $0.3 million in both the year ended December 31, 2024 and in the prior year period.
This decrease in operating loss was primarily due to lower indirect costs due to winding down operations in Central Texas. ​ ​ 32 Table of Contents Year ended December 31, 2022 compared with year ended December 31, 2021 Marine Segment Revenues for our marine segment for the year ended December 31, 2022 were $339.2 million compared to $263.9 million for the year ended December 31, 2021, an increase of $75.3 million, or 28.5%.
This increase was primarily due to winning higher margin jobs due to disciplined bidding standards and improved execution. 33 Table of Contents Year ended December 31, 2023 compared with year ended December 31, 2022 Marine Segment Revenues for our marine segment for the year ended December 31, 2023 were $395.9 million compared to $339.2 million for the year ended December 31, 2022, an increase of $56.7 million, or 16.7%.
This increase was primarily driven by increased cubic yard production in light commercial projects. Operating loss for our concrete segment for the year ended December 31, 2022 was $17.8 million, compared to $15.1 million for the year ended December 31, 2021, an increase in operating loss of $2.7 million.
The increase was primarily related to the Pearl Harbor Project. Operating income for our marine segment for the year ended December 31, 2024 was $2.3 million, compared to $3.7 million for the year ended December 31, 2023, a decrease in operating income of $1.4 million.
During the year ended December 31, 2022 and 2021, we realized $5.0 million and $11.4 million, respectively, of net gains on disposal of assets. Included in the prior year amount is a net gain of $6.7 million related to the sale of property in Tampa, Florida. Other Expense, net.
The year ended December 31, 2023, included a gain of $5.2 million related to the sale-leaseback of our Port Lavaca South Yard property in Texas. Other Expense, net.
The increase in gross profit dollars was primarily driven by the impact from claims and unapproved change orders recognized related to work primarily incurred in previous periods and the release of discretionary project bonuses. ​ Selling, General and Administrative Expenses.
The increase in gross profit dollars and margin was primarily driven by improved pricing of projects in both segments stemming from higher quality projects and improved execution. ​ Selling, General and Administrative Expense.
Removed
All of these factors can have a negative impact on our contract performance, which can adversely affect the timing of revenue recognition and ultimate contract profitability.
Added
In addition to our backlog under contract, we also have a substantial number of projects in negotiation or pending award at any given time.
Removed
At the end of 2022, management outlined a strategic plan to improve the profitability of the concrete segment, strengthen business development to drive growth, and make investments in critical resources that would help realize the full potential of our business. During 2023, the concrete segment generated a profit beginning in the third quarter of 2023.
Added
The increase was primar ily due to an increase in marine segment revenue related to the Pearl Harbor drydock project, partially offset by lower concrete segment revenue due to disciplined bidding standards to win quality work at attractive margins. ​ Gross Profit.
Removed
On the business development front, we attracted experienced business development executives including a leader for the new role of corporate growth and strategy, and head of business development in Louisiana. We invested in training and tools to engage our entire staff in fully understanding our business objectives, and to embrace a growth mindset through collaboration across disciplines.
Added
The increase in SG&A dollars and percentage reflect an increase in IT, compensation, business development spending, and higher legal costs related to pursuing project-related claims. ​ Gain on Disposal of Assets, net. During the year ended December 31, 2024 and 2023 we realized $2.9 million and $8.5 million, respectively, of net gains on disposal of assets.
Removed
These were important steps in strengthening our culture, leveraging best practices, driving synergies, and cross-selling capabilities. In May, we closed a $103 million asset-based lending credit facility which included a term loan of $38 million and a revolving credit facility of up to $65 million.
Added
Adjusted for the gain on the Port Lavaca South Yard property sale-leaseback in Texas that occurred during the year ended December 31, 2023, operating loss for the year ended December 31, 2023 was $1.5 million. This $3.8 million increase in operating income was primarily due to margin improvements stemming from higher quality projects and improved execution.
Removed
The increase was primarily driven by the start of large jobs awarded in the second half of 2021 in the marine segment, higher volume in the concrete segment, and the impact from claims and unapproved change orders recognized related to work primarily incurred in previous periods. Gross Profit.
Added
Concrete Segment Revenues for our concrete segment for the year ended December 31, 2024 were $275.1 million compared to $315.9 million for the year ended December 31, 2023, a decrease of $40.8 million, or 12.9%. This decrease was primarily due to disciplined bidding standards to win quality work at attractive margins.
Removed
The increase in SG&A dollars was driven primarily by severance, consulting fees related to the management transition and property tax true-ups in the current year period, partially offset by a decrease in ERP implementation expense. Gain on Disposal of Assets, net.
Added
Significant assumptions used in our forecasted model of liquidity include forecasted sales, costs, and capital expenditures, as well as expected timing and proceeds of planned real estate transactions. ​ Recent Developments ​ On September 12, 2024, we completed the sale of 5,589,000 shares of common stock, including 729,000 shares of common stock pursuant to an option granted to the underwriters, in an underwritten public offering.
Removed
We recorded tax expense of $0.4 million in the year ended December 31, 2022, compared to tax expense of $0.5 million in the prior year period.
Added
We received net proceeds of approximately $26.4 million, after deducting underwriting discounts and other estimated offering expenses payable by us.
Removed
The increase was primarily driven by the start of large jobs awarded in the second half of 2021 and the impact from claims and unapproved change orders recognized related to work primarily incurred in previous periods.
Added
During the year ended December 31, 2024, we had proceeds from an offering of common stock of $26.4 million, borrowings and repayments of $72.6 million on the White Oak revolving credit line, repayments of $15.0 million on the White Oak term loan, payments on finance lease liabilities of $8.9 million, payments made on failed sale-leaseback arrangements of $5.8 million, $0.5 million of payments related to tax withholding for share-based compensation, repayments of $0.5 million on other debt, loan costs of $0.4 million and a cash inflow of $0.9 million for proceeds from the exercise of stock options.
Removed
Excluding the impact of the sale of property in Tampa, Florida in the prior year, operating income was $9.8 million for the year ended December 31, 2022, compared to an operating loss of $0.6 million for the year ended December 31, 2021, an increase of $10.5 million.
Added
Amendment No. 6 to the Credit Agreement Please see “Note 21 – Subsequent Event” in our audited consolidated financial statements for a detailed description of Amendment No. 6 to the Credit Agreement.
Removed
This increase in operating income was primarily due to the increase in revenue noted above, the impact from claims and unapproved change orders recognized related to work primarily incurred in previous periods, the gain on the disposal of excess equipment and the release of discretionary project bonuses, partially offset by the increase in SG&A expense noted above. ​ Concrete Segment Revenues for our concrete segment for the year ended December 31, 2022 were $409.1 million compared to $337.5 million for the year ended December 31, 2021, an increase of $71.6 million, or 21.2%.
Removed
This increase in operating loss was primarily due to the decline in project profits due to write-downs on several projects in addition to unabsorbed indirect expenses related to additional project management labor expense, partially offset by the release of discretionary project bonuses.
Removed
During the year ended December 31, 2021, we drew down $53.0 million from our revolving line of credit under our prior credit agreement. During the year ended December 31, 2021, we repaid $19.0 million on our revolving line of credit under our prior credit agreement.
Removed
During the year ended December 31, 2021, we fully extinguished the term loan portion of our prior credit agreement, in part using proceeds from the sale of property in Tampa, Florida.
Removed
Concurrent with extinguishing the term loan, we canceled the remaining open position on our interest rate swap, resulting in a $1.3 million loss on the mark to market value of the swap at the date of termination.
Removed
The $1.3 million was paid to the counterparty, cleared from the balance sheet as an interest rate swap liability, removed from Other Comprehensive Income and charged to interest expense during the year ended December 31, 2021.
Removed
Further, the remaining $0.8 million of unamortized deferred debt issuance costs were charged to interest expense related to the early extinguishment of the term loan. There were no penalties incurred related to early payment of the term loan.
Removed
Insurance related to property, equipment, automobile, general liability and a portion of workers’ compensation is provided through traditional policies, subject to a deductible or deductibles. A portion of our workers’ compensation exposure is covered through a mutual association, which is subject to supplemental calls.
Removed
The marine segment maintains five levels of excess loss insurance coverage, totaling $300 million in excess of primary coverage.
Removed
This excess loss coverage responds to most of its liability policies when a primary limit of $1 million has been exhausted; provided that the primary limit for Contingent Maritime Employer’s Liability is $10 million and the Watercraft Pollution Policy primary limit is $5 million.
Removed
The concrete segment maintains five levels of excess loss insurance coverage, 37 Table of Contents totaling $300 million in excess of primary coverage. This excess loss coverage responds to most of its liability policies when a primary limit of $1 million has been exhausted.
Removed
Separately, the Company’s marine segment employee health care is paid for by general assets of the Company and currently administered by a third party. The administrator has purchased appropriate stop-loss coverage. Losses on these policies up to the deductible amounts are accrued based upon known claims incurred and an estimate of claims incurred but not reported.
Removed
The accruals are derived from known facts, historical trends and industry averages to determine the best estimate of the ultimate expected loss. Actual claims may vary from estimates. Any adjustments to such reserves are included in the Consolidated Results of Operations in the period in which they become known.
Removed
The Company’s concrete segment employee health care is provided through two policies. A fully funded policy is offered primarily to salaried employees and their dependents while a partially self-funded plan with an appropriate stop-loss is offered primarily to hourly employees and their dependents.
Removed
The self-funded plan is funded to the maximum exposure and, as a result, is expected to receive a partial refund after the policy expiration.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

3 edited+0 added−1 removed2 unchanged
Biggest changeCommodity price risks may have an impact on our results of operations due to the fixed-price nature of many of our contracts, although the short-term duration of our projects may allow us to include cost increases to the pricing of our bids.
Biggest changeAlthough we routinely attempt to secure firm quotes from our suppliers, we generally do not hedge against increases in prices for commodity products. 38 Table of Contents Commodity price risks may have an impact on our results of operations due to the fixed-price nature of many of our contracts, although the short-term duration of our projects may allow us to include cost increases to the pricing of our bids.
Based on the amounts outstanding under our Credit Agreement as of December 31, 2023, a 100 basis-point increase in SOFR (or an equivalent successor rate) would increase the Company’s annual interest expense by approximately $0.4 million.
Based on the amounts outstanding under our Credit Agreement as of December 31, 2024, a 100 basis-point increase in SOFR (or an equivalent successor rate) would increase the Company’s annual interest expense by approximately $0.2 million.
Interest rate risk At December 31, 2023, we had $38.0 million in outstanding borrowings under our Credit Agreement, with a weighted average ending interest rate of 13.46%.
Interest rate risk At December 31, 2024, we had $23.0 million in outstanding borrowings under our Credit Agreement, with a weighted average ending interest rate of 11.65%.
Removed
Although we routinely attempt to secure firm quotes from our suppliers, we generally do not hedge against increases in prices for commodity products.

Other ORN 10-K year-over-year comparisons