Orion Group Holdings Inc

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 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.

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. Backed by nearly a century of experience, a skilled workforce, extensive self-perform capabilities, and a commitment to safety, quality, and delivery, Orion is focused on creating long-term value through construction with predictable excellence.

Previous wording

Our marine segment provides construction, dredging and specialty services. Construction services include construction, restoration, maintenance, dredging and repair of marine transportation facilities, marine pipelines, bridges and causeways and marine environmental structures. Dredging services generally enhance or preserve the navigability of waterways or the protection of shorelines through the removal or replenishment of soil, sand or rock. Specialty services include design, salvage, demolition, surveying, towing, diving and underwater inspection, excavation and repair. We also perform engineering design, analysis, and consulting projects for both internal and external clients.

Current wording

Our marine segment provides construction, dredging and specialty services. Construction services include construction, restoration, maintenance, dredging and repair of marine transportation facilities, including jetties and breakwaters, marine pipelines, bridges and causeways and marine environmental structures. Dredging services generally enhance or preserve the navigability of waterways or the protection of shorelines through the removal or replenishment of soil, sand or rock. Specialty services include design, salvage, demolition, surveying, towing, diving and underwater inspection, excavation and repair. We also perform engineering design, analysis, and consulting projects for both internal and external clients.

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

Selling, General and Administrative Expenses. Selling, general and administrative (“SG&A”) expenses were $24.4 million for the three months ended June 30, 2026 compared to $22.8 million in the prior year period, an increase of $1.6 million or 7%. The increase in SG&A was primarily attributable to costs to support business growth.

Current wording

Selling, General and Administrative Expenses. Selling, general and administrative (“SG&A”) expenses were $24.7 million for the three months ended September 30, 2026 compared to $25.1 million in the prior year period, a decrease of $0.4 million or 1%.

Previous wording

Gain on Disposal of Assets, net. During the three months ended June 30, 2026 and 2025, we realized net gains on disposal of assets of $0.2 million and $0.4 million, respectively.

Current wording

Gain on Disposal of Assets, net. During the three months ended September 30, 2026 and 2025, we realized net gains on disposal of assets of $0.1 million and $0.6 million, respectively.

Previous wording

Income Tax Expense (Benefit). We recorded tax expense of $0.5 million in the three months ended June 30, 2026, compared to a tax benefit of $0.2 million in the prior year period.

Current wording

Income Tax Expense. We recorded tax expense of $0.4 million in the three months ended September 30, 2026, compared to $0.3 million in the prior year period.

Previous wording

Selling, General and Administrative Expenses. SG&A expenses were $51.1 million for the six months ended June 30, 2026 compared to $45.3 million in the prior year period, an increase of $5.8 million or 13%. The increase in SG&A was due to costs associated with the JEM Acquisition and other costs to support business growth.

Current wording

Selling, General and Administrative Expenses. SG&A expenses were $75.8 million for the nine months ended September 30, 2026 compared to $70.4 million in the prior year period, an increase of $5.4 million or 8%. The increase in SG&A was due to costs associated with the JEM Acquisition and other costs to support business growth.

Previous wording

Gain on Disposal of Assets, net. During the six months ended June 30, 2026 and 2025, we realized net gains on disposal of assets of $0.2 million and $0.8 million, respectively.

Current wording

Gain on Disposal of Assets, net. During the nine months ended September 30, 2026 and 2025, we realized net gains on disposal of assets of $0.3 million and $1.4 million, respectively.

Previous wording

Other Expense, net. Other expense primarily reflects interest on our borrowings, partially offset by interest income.

Current wording

Other Expense, net. Other expense, net decreased by $0.2 million to $6.4 million from $6.6 million, primarily due to lower interest expense on our borrowings, partially offset by lower other income.

Previous wording

Income Tax Benefit. We recorded a tax benefit of $6.4 million in the six months ended June 30, 2026, compared to $0.1 million in the prior year period. The tax benefit for the six months ended June 30, 2026 primarily relates to a decrease in the valuation allowance attributable to the recognition of the deferred tax liabilities arising from the fair value adjustments recorded as part of the JEM Acquisition. These deferred tax liabilities represent a source of future taxable income that supports the realizability of the Company’s deferred tax assets.

Current wording

Income Tax (Benefit) Expense. We recorded a tax benefit of $6.0 million in the nine months ended September 30, 2026, compared to tax expense of $0.2 million in the prior year period. The tax benefit for the nine months ended September 30, 2026 primarily relates to a decrease in the valuation allowance attributable to the recognition of the deferred tax liabilities arising from the fair value adjustments recorded as part of the JEM Acquisition. These deferred tax liabilities represent a source of future taxable income that supports the realizability of the Company’s deferred tax assets.

Previous wording

Revenues for our concrete segment for the three months ended June 30, 2026 were $91.0 million compared to $70.0 million for the three months ended June 30, 2025. Operating income for our concrete segment for the three months ended June 30, 2026 was $4.2 million, compared to operating income of $2.6 million for the three months ended June 30, 2025. The increases were primarily driven by robust demand, an expansion into site civil services and strong project execution.

Current wording

Revenues for our concrete segment for the three months ended September 30, 2026 were $95.0 million compared to $82.2 million for the three months ended September 30, 2025. Operating income for our concrete segment for the three months ended September 30, 2026 was $9.4 million, compared to operating income of $0.5 million for the three months ended September 30, 2025. The increases were primarily driven by strong demand, higher volume, and strong project execution.

Previous wording

Revenues for our concrete segment for the six months ended June 30, 2026 were $197.2 million compared to $131.5 million for the six months ended June 30, 2025. Operating income for our concrete segment for the six months ended June 30, 2026 was $11.9 million, compared to operating income of $4.4 million for the six months ended June 30, 2025. The increases were primarily driven by robust demand, an expansion into site civil services and strong project execution.

Current wording

Revenues for our concrete segment for the nine months ended September 30, 2026 were $292.2 million compared to $213.6 million for the nine months ended September 30, 2025. Operating income for our concrete segment for the nine months ended September 30, 2026 was $21.3 million, compared to operating income of $4.9 million for the nine months ended September 30, 2025. The increases were driven by strong demand, higher volume, and strong project execution.

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, 2026, our working capital was $92.0 million, as compared to $74.3 million at December 31, 2025. As of June 30, 2026, we had unrestricted cash on hand of $2.5 million. Our borrowing availability under the revolving portion of our UMB Credit Agreement at June 30, 2026 was approximately $22.6 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, 2026, our working capital was $81.0 million, as compared to $74.3 million at December 31, 2025. As of September 30, 2026, we had unrestricted cash on hand of $5.7 million. Our borrowing availability under the revolving portion of our UMB Credit Agreement at September 30, 2026 was approximately $28.0 million.

Previous wording

The following table provides information regarding our cash flows and our capital expenditures for the six months ended June 30, 2026 and 2025 (in thousands):

Current wording

The following table provides information regarding our cash flows and our capital expenditures for the nine months ended September 30, 2026 and 2025 (in thousands):

Previous wording

Operating Activities. During the six months ended June 30, 2026, we used approximately $12.7 million of cash in our operating activities. The net cash outflow was comprised of $14.6 million of cash inflows from net income, after adjusting for non-cash and non-operating items, offset by $27.3 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 $56.6 million outflow pursuant to the relative timing and significance of project progression and billings during the period and a $3.1 million decrease in operating lease liabilities and $0.8 million of other outflows, partially offset by a $30.7 million cash inflow related to a decrease in our net positions of accounts receivable, accounts payable, and accrued liabilities during the period and a $2.5 million decrease in prepaid expenses.

Current wording

Operating Activities. During the nine months ended September 30, 2026, we used approximately $10.7 million of cash in our operating activities. The net cash outflow was comprised of $41.3 million of outflows related to changes in net working capital, partially offset by $30.6 million of cash inflows from net income, after adjusting for non-cash and non-operating 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 $63.2 million outflow pursuant to the relative timing and significance of project progression and billings during the period and a $4.2 million decrease in operating lease liabilities and $0.4 million of other outflows, partially offset by a $24.3 million cash inflow related to a decrease in our net positions of accounts receivable, accounts payable, and accrued liabilities during the period and a $2.2 million decrease in prepaid expenses.

Previous wording

Investing Activities. During the six months ended June 30, 2026, we used approximately $62.3 million of cash in our investing activities. Cash used in investing activities relating to the JEM Acquisition totaled $42.9 million in the six months ended June 30, 2026. Capital asset additions and betterments to our fleet were $20.1 million and $16.2 million in the six months ended June 30, 2026 and 2025, respectively.

Current wording

Investing Activities. During the nine months ended September 30, 2026, we used approximately $70.2 million of cash in our investing activities. Cash used in investing activities relating to the JEM Acquisition totaled $42.9 million in the nine months ended September 30, 2026. Capital asset additions and betterments to our fleet, reported as capital expenditures in the table above, were $28.1 million and $25.5 million in the nine months ended September 30, 2026 and 2025, respectively.

Previous wording

Financing Activities. During the six months ended June 30, 2026, we were provided approximately $75.9 million of cash by our financing activities. During the six months ended June 30, 2026, we had net borrowings of $36.0 million on the UMB revolving credit line, borrowings of $40.0 million related to the JEM Acquisition and borrowings of $2.0 million related to the UMB equipment line of credit.

Current wording

Financing Activities. During the nine months ended September 30, 2026, we were provided approximately $83.3 million of cash by our financing activities. During the nine months ended September 30, 2026, we had net borrowings of $29.0 million on the UMB revolving credit line, borrowings of $40.0 million related to the JEM Acquisition and net borrowings of $14.9 million related to the UMB equipment line of credit.