Orion Group Holdings Inc

Previous wording

We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control, including unforeseen productivity delays and other difficulties encountered in project execution, challenges incurred by virtue of our position as a substantial subcontractor that reports to a significantly larger project contractor, levels of government funding or other governmental budgetary constraints, contract modifications and changes, including change orders and contract cancellation at the discretion of the customer, and the general economic impact of tariffs and trade wars. These and other important factors, including those described under “Risk Factors” in Part 1, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024 may cause our actual results, performance- or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. The forward-looking statements in this Quarterly Report on Form 10-Q speak only as of the date of this report; we disclaim any obligation to update these statements unless required by securities law, and we caution you not to rely on them unduly.

Current wording

We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control, including unforeseen productivity delays and other difficulties encountered in project execution, challenges incurred by virtue of our position as a substantial subcontractor that reports to a significantly larger project contractor, levels of government funding or other governmental budgetary constraints, contract modifications and changes, including change orders and contract cancellation at the discretion of the customer, and the general economic impact of government shutdowns, tariffs and trade wars. These and other important factors, including those described under “Risk Factors” in Part 1, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024 may cause our actual results, performance- or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. The forward-looking statements in this Quarterly Report on Form 10-Q speak only as of the date of this report; we disclaim any obligation to update these statements unless required by securities law, and we caution you not to rely on them unduly.

Previous wording

MD&A provides a narrative analysis explaining the reasons for material changes in the Company’s (i) financial condition since the most recent fiscal year-end, and (ii) results of operations during the current fiscal year-to-date period and current fiscal quarter as compared to the corresponding periods of the preceding fiscal year. In order to better understand such changes, this MD&A should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in our 2024 Form 10-K, Part II, Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our 2024 Form 10-K and with our unaudited condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q.

Current wording

MD&A provides a narrative analysis explaining the reasons for material changes in the Company’s (i) financial condition since the most recent fiscal year-end, and (ii) results of operations during the current fiscal year-to-date period and current fiscal quarter as compared to the corresponding periods of the preceding fiscal year. In order to better understand such changes, this MD&A should be read in conjunction with the Company’s audited

Previous wording

Orion Group Holdings, Inc. and its subsidiaries (hereafter collectively referred to as the “Company”), is a leading specialty construction company serving the infrastructure, industrial, and building sectors, providing

Current wording

Orion Group Holdings, Inc. and its 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.

Previous wording

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. 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.

Current wording

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. We plan our operations and bidding activity

Previous wording

backlog at any point in time usually represents only a portion of the revenue that we expect to realize during a twelve-month period. We have not been adversely affected by contract cancellations or modifications in the past, however we may be in the future, especially in periods of economic uncertainty.

Current wording

Our contract backlog represents our estimate of the revenues we expect to realize under the portion of contracts remaining to be performed. Given the typical duration of our contracts, which is generally less than a year, our backlog at any point in time usually represents only a portion of the revenue that we expect to realize during a twelve-month period. We have not been adversely affected by contract cancellations or modifications in the past, however we may be in the future, especially in periods of economic uncertainty.

Previous wording

Contract Revenues. Contract revenues for the six months ended June 30, 2025 of $393.9 million increased $41.1 million or 11.6% as compared to $352.8 million in the prior year period. The increase was primarily due to new awards and higher volume across the marine and concrete segments.

Current wording

Contract Revenues. Contract revenues for the three months ended September 30, 2025 of $225.1 million decreased $1.6 million, or 1%, as compared to $226.7 million in the prior year period.

Previous wording

Gross Profit. Gross profit was $25.8 million for the three months ended June 30, 2025 compared to $18.3 million in the prior year period, an increase of $7.5 million, or 41.1%. The increase in gross profit was primarily driven by increased revenue, improvement in marine projects, and reduced indirect expenses, partially offset by favorable concrete project close-outs in 2024 that did notreoccur in 2025.

Current wording

Gross Profit. Gross profit was $29.8 million for the three months ended September 30, 2025 compared to $27.1 million in the prior year period, an increase of $2.7 million, or 10%. The increase in gross profit was primarily driven by strong project execution and favorable utilization.

Previous wording

Selling, General and Administrative Expense. Selling, general and administrative (“SG&A”) expenses were $22.8 million for the three months ended June 30, 2025 compared to $21.1 million in the prior year period, an increase of $1.7 million or 7.8%. The increase in SG&Awas primarily due to increased spending to support business growth.

Current wording

Selling, General and Administrative Expense. Selling, general and administrative (“SG&A”) expenses were $25.1 million for the three months ended September 30, 2025 compared to $20.8 million in the prior year period, an increase of $4.3 million or 20.2%. The increase in SG&Awas primarily due to increased spending to support business growth.

Previous wording

Gain on Disposal of Assets, net. During the three months ended June 30, 2025 and 2024 we realized $0.4 million and $0.1 million, respectively, of net gains on disposal of assets.

Current wording

Gain on Disposal of Assets, net. During the three months ended September 30, 2025 and 2024 we realized $0.6 million and $1.6 million, respectively, of net gains on disposal of assets.

Previous wording

Income Tax (Benefit) Expense. We recorded a tax benefit of $0.1 million in the six months ended June 30, 2025, compared to a tax expense of $0.3 million in the prior year period. Our effective tax rate for the six months ended June 30, 2025 differs from the federal statutory rate 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.

Current wording

Income Tax Expense. We recorded a tax expense of $0.3 million in the three months ended September 30, 2025, compared to $0.1 million in the prior year period.

Previous wording

Contract Revenues. Contract revenues for the three months ended June 30, 2025 of $205.3 million increased $13.1 million, or 6.8%, as compared to $192.2 million in the prior year period. The increase was primarily due to new awards and higher volume across the marine and concrete segments.

Current wording

Contract Revenues. Contract revenues for the nine months ended September 30, 2025 of $619 million increased $39.5 million or 7% as compared to $579.5 million in the prior year period. The increase was primarily due to new awards and higher volume across the business.

Previous wording

Gross Profit. Gross profit was $48.8 million for the six months ended June 30, 2025 compared to $33.8 million in the prior year period, an increase of $15.0 million, or 44.3%. The increase in gross profit was primarily driven by increased revenue, improvement in marine projects, and reduced indirect expenses, partially offset by favorable concrete project close-outs in 2024 that did notreoccur in 2025.

Current wording

Gross Profit. Gross profit was $78.6 million for the nine months ended September 30, 2025 compared to $60.9 million in the prior year period, an increase of $17.7 million, or 29%. The increase in gross profit was primarily driven by strong project execution and favorable utilization.

Previous wording

Selling, General and Administrative Expense. SG&A expenses were $45.3 million for the six months ended June 30, 2025 compared to $40.1 million in the prior year period, an increase of $5.2 million, or 12.9%. The increase in SG&Awas primarily due to increased spending to support business growth.

Current wording

Selling, General and Administrative Expense. SG&A expenses were $70.4 million for the nine months ended September 30, 2025 compared to $61.0 million in the prior year period, an increase of $9.4 million, or 15%. The increase in SG&Awas primarily due to increased spending to support business growth.

Previous wording

Gain on Disposal of Assets, net. During the six months ended June 30, 2025 and 2024 we realized $0.8 million and $0.4 million, respectively, of net gains on disposal of assets.

Current wording

Gain on Disposal of Assets, net. During the nine months ended September 30, 2025 and 2024 we realized $1.4 million and $2.0 million, respectively, of net gains on disposal of assets.

Previous wording

Income Tax (Benefit) Expense. We recorded a tax benefit of $0.2 million in the three months ended June 30, 2025, compared to a tax expense of $0.6 million in the prior year period. Our effective tax rate for the three months ended June 30, 2025 differs from the federal statutory rate 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.

Current wording

Income Tax Expense. We recorded a tax expense of $0.2 million in the nine months ended September 30, 2025, compared to $0.3 million in the prior year period.

Previous wording

Operating income for our marine segment for the three months ended June 30, 2025 was $6.2 million, compared to an operating loss of $5.5 million for the three months ended June 30, 2024, an increase of $11.7 million. The increase in gross profit was primarily driven by increased revenue, reduced indirect expenses, and project delays in 2024 that did notreoccur in 2025.

Current wording

Operating income for our marine segment for the three months ended September 30, 2025 was $11.0 million, compared to $5.5 million for the three months ended September 30, 2024, an increase of $5.5 million. The increase in gross profit was primarily driven by strong project execution and favorable utilization.

Previous wording

Operating loss for our concrete segment for the three months ended June 30, 2025 was $2.8 million, compared to operating income of $2.7 million for the three months ended March 31, 2024, a decrease of $5.5 million. This decrease was primarily driven byfavorable concrete project close-outs in 2024 that did not reoccur in 2025.

Current wording

Operating loss for our concrete segment for the three months ended September 30, 2025 was $5.7 million, compared to operating income of $2.3 million for the three months ended September 30, 2024, a decrease of $8.0 million. This decrease was primarily driven by seasonal weather delays andfavorable concrete project close-outs in 2024 that did not reoccur in 2025.

Previous wording

Revenues for our marine segment for the three months ended June 30, 2025 were $135.3 million compared to $131.0 million for the three months ended June 31, 2024, an increase of $4.3 million, or 3.3%. The increase was primarily due to new awards and higher volume on our marine construction contracts.

Current wording

Revenues for our marine segment for the nine months ended September 30, 2025 were $405.4 million compared to $377.3 million for the nine months ended September 30, 2024, an increase of $28.1 million, or 7%. The increase was primarily due to new awards and higher volume on our marine construction contracts.

Previous wording

Operating income for our marine segment for the six months ended June 30, 2025 was $11.0 million, compared to an operating loss of $10.3 million for the six months ended June 30, 2024, an increase of $21.3 million. The increase in gross profit was primarily driven by increased revenue, reduced indirect expenses, and project delays in 2024 that did notreoccur in 2025.

Current wording

Operating income for our marine segment for the nine months ended September 30, 2025 was $22.0 million, compared to an operating loss of $4.8 million for the nine months ended September 30, 2024, an increase of $26.8 million. The increase was primarily driven by increased revenue, strong project execution and favorable utilization.

Previous wording

Revenues for our concrete segment for the three months ended June 30, 2025 were $70.0 million compared to $61.2 million for the three months ended June 30, 2024, an increase of $8.8 million, or 14.3%. This increase was primarily due to new awards and higher volume on our concrete contracts.

Current wording

Revenues for our concrete segment for the nine months ended September 30, 2025 were $213.6 million compared to $202.2 million for the nine months ended September 30, 2024, an increase of $11.4 million, or 6%. This increase was primarily due to new awards and higher volume on our concrete contracts.

Previous wording

Operating loss for our concrete segment for the six months ended June 30, 2025 was $6.7 million, compared to operating income of $4.4 million for the six months ended June 30, 2024, a decrease of $11.1 million. This decrease was primarily driven byfavorable concrete project close-outs in 2024 that did not reoccur in 2025.

Current wording

Operating loss for our concrete segment for the nine months ended September 30, 2025 was $12.4 million, compared to operating income of $6.7 million for the nine months ended September 30, 2024, a decrease of $19.1 million. This decrease was primarily driven by seasonal weather delays andfavorable concrete project close-outs in 2024 that did not reoccur in 2025.

Previous wording

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 June 30, 2025, our working capital was $76.9 million, as compared to $78.2 million at December 31, 2024. As of June 30, 2025, we had unrestricted cash on hand of $1.7 million. Our borrowing availability under the revolving portion of our Credit Agreement at June 30, 2025 was approximately $21.9 million.

Current wording

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 September 30, 2025, our working capital was $71.9 million, as compared to $78.2 million at December 31, 2024. As of September 30, 2025, we had unrestricted cash on hand of $4.9 million. Our borrowing availability under the revolving portion of our Credit Agreement at September 30, 2025 was approximately $41.2 million.

Previous wording

The following table provides information regarding our cash flows and our capital expenditures for the three and six months ended June 30, 2025 and 2024:

Current wording

The following table provides information regarding our cash flows and our capital expenditures for the nine months ended September 30, 2025 and 2024:

Previous wording

Operating Activities. During the six months ended June 30, 2025 we used approximately $9.0 million of cash in our operating activities. The net cash outflow was comprised of $26.9 million of outflows related to changes in net working capital, partially offset by $17.9 million of cash inflows from net income, after adjusting for non-cash items. The changes in net working capital, which are reflected as changes in operating assets and liabilities in our Condensed Consolidated Statements of Cash Flows, were primarily driven by a $58.8 million cash outflow related to a decrease in our net position of accounts receivable and accounts payable plus accrued liabilities during the period and a $3.2 million decrease in operating lease liabilities, partially offset by $34.8 million of cash inflows pursuant to the relative timing and significance of project progression and billings during the period.

Current wording

from net income, after adjusting for non-cash items, partially offset by $17.7 million of outflows related to changes in net working capital. The changes in net working capital, which are reflected as changes in operating assets and liabilities in our Condensed Consolidated Statements of Cash Flows, were primarily driven by a $57.5 million cash outflow related to a decrease in our net position of accounts receivable and accounts payable plus accrued liabilities during the period and a $4.6 million decrease in operating lease liabilities, partially offset by $40.4 million of cash inflows pursuant to the relative timing and significance of project progression and billings during the period and a $4.0 million cash inflow related to a decrease in prepaid expenses.

Previous wording

Investing Activities. During the six months ended June 30, 2025, we used approximately $15.0 million of cash in our investing activities. Capital asset additions and betterments to our fleet were $16.2 million and $6.5 million in the six months ended June 30, 2025 and 2024, respectively.

Current wording

Investing Activities. During the nine months ended September 30, 2025, we used approximately $23.8 million of cash in our investing activities. Capital asset additions and betterments to our fleet were $25.5 million and $10.6 million in the nine months ended September 30, 2025 and 2024, respectively.

Previous wording

Financing Activities. During the six months ended June 30, 2025, we used approximately $2.6 million of cash in our financing activities. During the six months ended June 30, 2025, we had borrowings on credit of $77.0 million and repayments of $67.0 million on the White Oak revolving credit line, payments on finance lease liabilities of $5.3 million, payments made on failed sale-leaseback arrangements of $7.2 million.

Current wording

Financing Activities. During the nine months ended September 30, 2025, we used approximately $13.9 million of cash in our financing activities. During the nine months ended September 30, 2025, we had borrowings and repayments of $138.1 million on the White Oak revolving credit line, payments on finance lease liabilities of $7.8 million, and payments made on failed sale-leaseback arrangements of $7.5 million.

Previous wording

On May 15, 2023, weentered 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 see “Note 9 – Debt” in our unaudited condensed consolidated financial statements for a more detailed description of the Credit Facility.

Current wording

On May 15, 2023, weentered into a$103.0 million Credit Agreement with White Oak, which included a $65 million asset based revolving credit line and a $38 million fixed asset term loan. Please see “Note 9 – Debt” in our unaudited condensed consolidated financial statements for a more detailed description of the Credit Facility.