Orion Group Holdings Inc 10-K

Item 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) are designed to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Based on management’s evaluation with the participation of our principal executive officer and principal financial officer, as of the end of the period covered by this report, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of December 31, 2021. Our management, including our principal executive officer and principal financial officer, believes that the audited consolidated financial statements contained in this Annual Report on Form 10-K fairly present, in all material respects, our financial condition, results of operations and cash flows for the years presented in conformity with U.S. generally accepted accounting principles. Changes in Internal Control over Financial Reporting There were no changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the year ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Management’s Report on Internal Control over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States. Our system of internal control over financial reporting includes policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles and that receipts and expenditures are being made only in accordance with authorizations of our management; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our consolidated financial statements. Management, under the oversight of our principal executive officer and principal financial officer, and Audit Committee, assessed the effectiveness of our internal control over financial reporting as of December 31, 2021 using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal control - An Integrated Framework (“2013 Framework”). Based on its assessment, management has concluded that our internal control over financial reporting was effective as of December 31, 2021 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external reporting purposes in accordance U.S. generally accepted accounting principles. Our independent registered public accounting firm, KPMG LLP, who audited the consolidated financial statements included in this annual report, has audited the effectiveness of our internal control over financial reporting as of December 31, 2021. KPMG LLP’s report appears on page F-4 of this annual report on Form 10-K. 38 Table of Contents Inherent Limitations on Effectiveness of Controls Our management, including the principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well-designed and implemented, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. Item 9B. OTHER INFORMATION Following the departure of the Company’s Chief Financial Officer on October 29, 2021, our Chief Executive Officer, Mark R. Stauffer (the former Chief Financial Officer), assumed the duties of Interim Chief Financial Officer while the Company conducts a search for a new Chief Financial Officer. Item 9C. COVERED ISSUER Not applicable. PART III Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Directors, Executive Officers, Promoters and Control Persons The information required by Paragraph (a), and Paragraphs (c) through (g) of Item 401 of Regulation S-K (except for information required by Paragraph (e) of that Item to the extent the required information pertains to our executive officers) and Item 405 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, 2022. The following table presents the information required by Paragraph (b) of Item 401 of Regulation S-K. ​ ​ ​ ​ ​ ​ ​ ​ Name Age Position with the Company Year Joined the Registrant Austin J. Shanfelter 64 Chairman of the Board 2007 Thomas N. Amonett 78 Director 2007 Michael J. Caliel 62 Director 2019 Richard L. Daerr, Jr. 77 Director 2007 Margaret M. Foran 67 Director 2019 Quentin P. Smith, Jr. ​ 70 ​ Director ​ 2022 Mary E. Sullivan 65 Director 2019 Mark R. Stauffer 59 President, Chief Executive Officer, Interim Chief Financial Officer and Director 1999 Peter R. Buchler 75 Executive Vice President, Chief Administrative Officer, Chief Compliance Officer, General Counsel and Secretary 2009 ​ Code of Ethics We have adopted a code of ethics for our chief executive, chief financial and principal accounting officers; a code of business conduct and ethics for members of our Board of Directors; and corporate governance guidelines. The full texts of the codes of ethics and corporate governance guidelines are available at our website www.oriongroupholdingsinc.com. Although we have never done so, in the event we make any amendment to, or grant any waiver from, a provision of the code of ethics that applies to the principal executive officer, principal financial officer or principal accounting officer that requires disclosure under applicable SEC rules, we will disclose such amendment or waiver and the reasons therefore on our website. We will provide any person without charge a copy of any of the aforementioned codes of ethics upon receipt of a written request. Requests should be addressed to: Orion Group Holdings, Inc. 12000 Aerospace Avenue, Suite 300, Houston, Texas 77034, Attention: Corporate Secretary. 39 Table of Contents Corporate Governance The information required by Items 407(c)(3), (d)(4) and (d)(5) 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, 2022. Item 11. EXECUTIVE COMPENSATION The information required by this Item 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, 2022. Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by Item 403 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, 2022. Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by this Item 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, 2022. Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The information required by this Item 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, 2022. ​ PART IV Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES The following documents are filed as part of this Report: 1. Financial Statements The Company’s Consolidated Financial Statements at December 31, 2021 and 2020 and for each of the three years in the period ended December 31, 2021 and the notes thereto, together with the Report of the Independent Registered Public Accounting Firm on those Consolidated Financial Statements are hereby filed as part of this Report, beginning on page F-1. 2. Financial Statement Schedule The following financial statement schedule of the Company for each of the three years in the period ended December 31, 2021 is filed as part of this Report and should be read in conjunction with the Consolidated Financial Statements of the Company. Schedule II – Schedule of Valuation and Qualifying Accounts 3. Exhibits ​ ​ ​ Exhibit Number Description 3.1 ​ Amended and Restated Certificate of Incorporation of Orion Group Holdings, Inc. (incorporated herein by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, filed with the Securities and Exchange Commission on August 5, 2016 (File No. 001-33891)). 3.2 ​ Amended and Restated Bylaws of Orion Group Holdings, Inc. (incorporated herein by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, filed with the Securities and Exchange Commission on August 5, 2016 (File No. 001-33891)). 40 Table of Contents ​ ​ ​ Exhibit Number Description 4.1 ​ Description of Registered Securities of Orion Group Holdings, Inc. (Incorporated herein by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K filed with the Securities Exchange Commission on March 28, 2020 (File No. 001-338911). † 10 .1 ​ Form of Indemnity Agreement for Directors and Certain Officers dated November 24, 2008 (incorporated herein by reference to Exhibit 1.01 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 25, 2008 (File No. 001-33891)). † 10 .2 ​ Orion Marine Group, Inc. 2011 Long Term Incentive Plan (incorporated herein by reference to Appendix A to the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 4, 2011 (File No. 001-33891)). † 10 .3 ​ Form of Stock Option Agreement Under the 2011 Long Term Incentive Plan (incorporated herein by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 6, 2012 (File No. 001-33891)). † 10 .4 ​ Form of Restricted Stock Agreement and Notice of Grant of Restricted Stock under the 2011 Long Term Incentive Plan (incorporated herein by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 6, 2012 (File No. 001-33891)). † 10 .5 ​ Executive Incentive Plan (incorporated herein by reference to Exhibit 10.14 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008, filed with the Securities and Exchange Commission on November 7, 2008 (File No. 001-33891)). † 10 .6 ​ Orion Group Holdings, Inc. 2017 Long-Term Incentive Plan (incorporated herein by reference to Appendix A to the Company’s Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 11, 2017 (File No. 001-33891)). † 10.7 ​ Form of Stock Option Agreement under the 2017 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 27, 2019 (File No. 001-33891)). † 10.8 ​ Form of Restricted Stock Agreement under the 2017 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 27, 2019 (File No. 001-33891)). † 10.9 ​ Form of Performance Unit Agreement under the 2017 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 27, 2019 (File No. 001-33891)). † 10.10 ​ Summary of Non-Employee Director Compensation (incorporated herein by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 27, 2019 (File No. 001-33891)). 10.11 ​ Real Estate Purchase and Sale Agreement (Jones Spoils Tracts, Harris County, TX) dated February 3, 2014, by and between PASADENA NITROGEN LLC, a Delaware limited liability company, as Seller, and CPB PROPERTIES, LLC, a Texas limited liability company, as Purchaser, and joined in by AGRIFOS HOLDINGS, INC., a Delaware corporation, effective February 26, 2014 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K/A filed with the Securities and Exchange Commission on March 4, 2014) (File No. 001-33891). † 10.12 ​ Employment Agreement dated January 1, 2015 between Orion Marine Group, Inc. and Mark R. Stauffer (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 2, 2015)(File No. 001-33891). † 10.13 ​ First Amendment, effective January 1, 2017, to Employment Agreement by and between Orion Group Holdings, Inc. and Mark Stauffer dated January 1, 2015 (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 20, 2017 (File No. 001-33891)). † 10.14 ​ Second Amendment, effective June 5, 2018, to Employment Agreement by and between Orion Group Holdings, Inc. and Mark Stauffer dated January 1, 2015 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 8, 2018 (File No. 001-33891)). 41 Table of Contents ​ ​ ​ Exhibit Number Description † 10.15 ​ Third Amendment, effective June 19, 2019, to Employment Agreement by and between Orion Group Holdings, Inc. and Mark Stauffer dated January 1, 2015 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 21, 2019 (File No. 001-33891)). † 10.16 ​ Fourth Amendment to Employment Agreement by and between Orion Group Holdings, Inc. and Mark R. Stauffer, effective June 30, 2021. (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 2, 2021 (File No. 001-33891)). † 10.17 ​ Employment Agreement dated January 1, 2015 between Orion Marine Group, Inc. and Peter R. Buchler (incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 2, 2015) (File No. 001-33891). † 10.18 ​ First Amendment, effective April 1, 2017, to Employment Agreement by and between Orion Group Holdings, Inc. and Peter R. Buchler dated January 1, 2015 (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 5, 2017 (File No. 001-33891)). † 10.19 ​ Second Amendment, effective June 5, 2018, to Employment Agreement by and between Orion Group Holdings, Inc. and Peter R. Buchler dated January 1, 2015 (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 8, 2018 (File No. 001-33891)). † 10.20 ​ Third Amendment, effective June 19, 2019, to Employment Agreement by and between Orion Group Holdings, Inc. and Peter R. Buchler dated January 1, 2015 (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 21, 2019 (File No. 001-33891)). † 10.21 ​ Fourth Amendment to Employment Agreement by and between Orion Group Holdings, Inc. and Peter R. Buchler, effective June 30, 2021. (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 2, 2021 (File No. 001-33891)). 10.22 ​ Credit Agreement dated as of August 5, 2015 among Orion Marine Group, Inc. as Borrower, Certain Subsidiaries of the Borrower Party Hereto From Time to Time, as Guarantors, The Lenders Party Hereto, Regions Bank, as Administrative Agent and Collateral Agent, and Bank of America, N.A., BOKF, NA DBA Bank of Texas, and Branch Banking and Trust Company, as Co-Syndication Agents, Regions Capital Markets, a division of Regions Bank, as Lead Arranger and Book Manager (incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, filed with the Securities and Exchange Commission on August 7, 2015 (File No. 001-33891)). 10.23 ​ First Amendment, effective March 31, 2016, to the Credit Agreement dated as of August 5, 2015, among Orion Marine Group, Inc. as Borrower, Certain Subsidiaries of the Borrower Party Hereto From Time To Time, as Guarantors, The Lenders Party Hereto, Regions Bank, as Administrative Agent and Collateral Agent, and Bank of America, N.A., BOKF, NA DBA Bank of Texas, and Branch Banking and Trust Company, as Co-Syndication Agents, Regions Capital Markets, a division of Regions Bank, as Lead Arranger and Book Manager (incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31,2016, filed with the Securities and Exchange Commission on May 6, 2016 (File No. 001-33891)). 10.24 ​ Second amendment, effective June 30, 2017, to the Credit Agreement dated as of August 5, 2015 among Orion Marine Group, Inc. as Borrower, Certain Subsidiaries of the Borrower Party Hereto From Time to Time, as Guarantors, the Lenders Party Hereto, Regions Bank, as Administrative Agent and Collateral Agent, and Bank of America, N.A., BOKF, NA DBA Bank of Texas, and Branch Banking and Trust Company, as Co-syndication Agents, Regions Capital Markets, a division of Regions Bank, as Lead Arranger and Book Manager (incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, filed with the Securities and Exchange Commission on August 3, 2017 (File No. 1-33891)). 42 Table of Contents ​ ​ ​ Exhibit Number Description 10.25 ​ Third amendment, effective September 30, 2017, to the Credit Agreement dated as of August 5, 2015 among Orion Marine Group, Inc. as Borrower, Certain Subsidiaries of the Borrower Party Hereto From Time to Time, as Guarantors, the Lenders Party Hereto, Regions Bank, as Administrative Agent and Collateral Agent, and Bank of America, N.A., BOKF, NA DBA Bank of Texas, and Branch Banking and Trust Company, as Co-syndication Agents, Regions Capital Markets, a division of Regions Bank, as Lead Arranger and Book Manager (incorporated herein by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, filed with the Securities and Exchange Commission on November 9, 2017 (File No. 001-33891)). 10.26 ​ Fourth amendment, effective July 31, 2018, to the Credit Agreement dated as of August 5, 2015 among Orion Marine Group, Inc. as Borrower, Certain Subsidiaries of the Borrower Party Hereto From Time to Time, as Guarantors, the Lenders Party Hereto, Regions Bank, as Administrative Agent and Collateral Agent, and Bank of America, N.A., BOKF, NA DBA Bank of Texas, and Branch Banking and Trust Company, as Co-syndication Agents, Regions Capital Markets, a division of Regions Bank, as Lead Arranger and Book Manager (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, filed with the Securities and Exchange Commission on August 3, 2018 (File No. 001-33891)). 10.27 ​ Fifth amendment, effective March 21, 2019, to the Credit Agreement dated as of August 5, 2015 among Orion Marine Group, Inc. as Borrower, Certain Subsidiaries of the Borrower Party Hereto From Time to Time, as Guarantors, the Lenders Party Hereto, Regions Bank, as Administrative Agent and Collateral Agent, and Bank of America, N.A., BOKF, NA DBA Bank of Texas, and Branch Banking and Trust Company, as Co-syndication Agents, Regions Capital Markets, a division of Regions Bank, as Lead Arranger and Book Manager (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 26, 2019 (File No. 001-33891)). 10.28 ​ Sixth Amendment, effective May 7, 2019, to the Credit Agreement dated as of August 5, 2015 among Orion Marine Group, Inc. as Borrower, Certain Subsidiaries of the Borrower Party Hereto From Time to Time, as Guarantors, the Lenders Party Hereto, Regions Bank, as Administrative Agent and Collateral Agent, and Bank of America, N.A., BOKF, NA DBA Bank of Texas, and Branch Banking and Trust Company, Co-syndication Agents, Regions Capital Markets, a division of Regions Bank, as Lead Arranger and Book Manager (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 9, 2019 (File No. 001-33891)). 10.29 ​ Seventh amendment, effective June 8, 2020, to the Credit Agreement dated as of August 5, 2015 among Orion Marine Group, Inc. as Borrower, Certain Subsidiaries of the Borrower Party Hereto From Time to Time, as Guarantors, the Lenders Party Hereto, Regions Bank, as Administrative Agent and Collateral Agent, and Bank of America, N.A., BOKF, NA dba Bank of Texas, Iberia Bank, Trust Bank, and Trustmark National Bank, as Lenders (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 10, 2020 (File No. 001-33891)). 10.30 ​ Eighth amendment, effective October 9, 2020, to the Credit Agreement dated as of August 5, 2015 among Orion Marine Group, Inc. as Borrower, Certain Subsidiaries of the Borrower Party Hereto From Time to Time, as Guarantors, the Lenders Party Hereto, Regions Bank, as Administrative Agent and Collateral Agent, and Bank of America, N.A., BOKF, NA dba Bank of Texas, Iberiabank, NBH Bank, Truist Bank, and Trustmark National Bank, as Lenders. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 13, 2020 (File No. 001-33891)). * 10 .31 ​ Ninth amendment, effective March 1, 2022, to the Credit Agreement dated as of August 5, 2015 among Orion Marine Group, Inc. as Borrower, Certain Subsidiaries of the Borrower Party Hereto From Time to Time, as Guarantors, the Lenders Party Hereto, Regions Bank, as Administrative Agent and Collateral Agent, and Bank of America, N.A. and BOKF, NA dba Bank of Texas, as Co-Syndication Agents. * 21 .1 ​ List of Subsidiaries. * 23 .1 ​ Consent of Independent Registered Public Accounting Firm -KPMG, LLP. 24 .1 ​ Power of Attorney (included on signature page of this filing). * 31 .1 ​ Certification of CEO pursuant to Section 302. * 31 .2 ​ Certification of CFO pursuant to Section 302. * 32 .1 ​ Certification of CEO and CFO pursuant to Section 906. 43 Table of Contents ​ ​ ​ Exhibit Number Description *101.INS ​ XBRL Instance Document. *101.SCH ​ XBRL Taxonomy Extension Schema Document. * 101.CAL ​ XBRL Extension Calculation Linkbase Document. *101.DEF ​ XBRL Taxonomy Extension Definition Linkbase Document. *101.LAB ​ XBRL Taxonomy Extension Label Linkbase Document. *101.PRE ​ XBRL Taxonomy Extension Presentation Linkbase Document. *104 ​ Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Filed herewith † Management contract or compensatory plan or arrangement ​ ​ 44 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. ​ ​ ​ ​ ​ ​ ORION GROUP HOLDINGS, INC. ​ ​ ​ March 7, 2022 By: /s/ Mark R. Stauffer ​ ​ Mark R. Stauffer President, Chief Executive Officer, Interim Chief Financial Officer and Director ​ Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated: ​ ​ ​ ​ ​ Signature Title Date ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Mark R. Stauffer ​ President, Chief Executive Officer and ​ March 7, 2022 Mark R. Stauffer ​ Director ​ ​ ​ ​ ​ ​ ​ /s/ Mark R. Stauffer ​ Interim Chief Financial Officer ​ March 7, 2022 Mark R. Stauffer ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Austin J. Shanfelter ​ Chairman of the Board ​ March 7, 2022 Austin J. Shanfelter ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Thomas N. Amonett ​ Director ​ March 7, 2022 Thomas N. Amonett ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Michael J. Caliel ​ Director ​ March 7, 2022 Michael J. Caliel ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Richard L. Daerr, Jr. ​ Director ​ March 7, 2022 Richard L. Daerr, Jr. ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Margaret M. Foran ​ Director ​ March 7, 2022 Margaret M. Foran ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Quentin P. Smith, Jr. ​ Director ​ March 7, 2022 Quentin P. Smith, Jr. ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Mary E. Sullivan ​ Director ​ March 7, 2022 Mary E. Sullivan ​ ​ ​ ​ ​ ​ ​ 45 Table of Contents ORION GROUP HOLDINGS, INC. AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2021 Reports of Independent Registered Public Accounting Firm (PCAOB ID 185 ) F-2 Consolidated Balance Sheets at December 31, 2021 and 2020 F-5 Consolidated Statements of Operations for the Years Ended December 31, 2021, 2020 and 2019 F-6 Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2021, 2020 and 2019 F-7 Consolidated Statement of Stockholders’ Equity for the Years Ended December 31, 2021, 2020 and 2019 F-8 Consolidated Statements of Cash Flows for the Years Ended December 31, 2021, 2020 and 2019 F-9 Notes to Consolidated Financial Statements F-10 ​ ​ ​ F-1 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors Orion Group Holdings, Inc.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Orion Group Holdings, Inc. and subsidiaries (the Company) as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2021, and the related notes and financial statement schedule II (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2021, in conformity with U.S. generally accepted accounting principles We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 7, 2022 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. ​ Evaluation of estimated costs at completion for certain long-term, fixed-priced construction contracts ​ As discussed in Note 2 to the consolidated financial statements, contract revenue is recognized over time because control of the promised goods and services is continually transferred to the customer. Progress is measured by the percentage of actual costs incurred to date to the total estimated costs at completion. Contract costs include all direct costs, such as material and labor, and those indirect costs incurred that are related to contract performance. The Company reported contract revenues of $601.4 million, which included revenue related to long-term, fixed price construction contracts. ​ F-2 Table of Contents We identified the evaluation of estimated costs at completion for certain long-term, fixed-priced construction contracts in the Marine segment as a critical audit matter. Evaluating the Company’s estimated costs at completion for contracts in progress involved auditor judgment given the variability and estimation uncertainty associated with costs of material and labor to be incurred over a long-term contract period. ​ The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s revenue process, including controls over the estimation of costs to complete certain long-term, fixed-priced construction contracts. We evaluated the Company’s ability to estimate these amounts by comparing the Company’s previous estimates to actual results. We evaluated estimated costs at completion for certain in-progress contracts by: ​ ● inspecting contractual documents with customers ​ ● conducting interviews with and reviewing questionnaires prepared by project personnel to gain an understanding of the status, risks and uncertainties of projects ​ ● analyzing documentation for a selection of costs in the estimated costs at completion, including the cost of labor, materials, and subcontracts. ​ /s/ KPMG, LLP We have served as the Company’s auditor since 2017. Houston , Texas March 7, 2022 ​ ​ ​ ​ ​ F-3 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ​ To the Stockholders and Board of Directors Orion Group Holdings, Inc.: Opinion on Internal Control Over Financial Reporting We have audited Orion Group Holdings, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2021, and the related notes and financial statement schedule II (collectively, the consolidated financial statements), and our report dated March 7, 2022 expressed an unqualified opinion on those consolidated financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ KPMG, LLP Houston , Texas March 7, 2022 F-4 Table of Contents ​ Orion Group Holdings, Inc. and Subsidiaries Consolidated Balance Sheets (In Thousands, Except Share and Per Share Information) ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, December 31, ​ ​ 2021 2020 ASSETS ​ ​ ​ Current assets: ​ ​ Cash and cash equivalents ​ $ 12,293 ​ $ 1,589 Accounts receivable: ​ ​ Trade, net of allowance for credit losses of $ 323 and $ 411 , respectively ​ 88,173 ​ 96,369 Retainage ​ 41,379 ​ 36,485 Income taxes receivable ​ 405 ​ 419 Other current ​ 17,585 ​ 59,492 Inventory ​ 1,428 ​ 1,548 Contract assets ​ 28,529 ​ 32,271 Prepaid expenses and other ​ 8,142 ​ 7,229 Total current assets ​ 197,934 ​ 235,402 Property and equipment, net of depreciation ​ 106,654 ​ 125,497 Operating lease right-of-use assets, net of amortization ​ ​ 14,686 ​ ​ 18,874 Financing lease right-of-use assets, net of amortization ​ ​ 14,561 ​ ​ 12,858 Inventory, non-current ​ 5,418 ​ 6,455 Intangible assets, net of amortization ​ 8,556 ​ 10,077 Deferred income tax asset ​ ​ 41 ​ ​ 70 Other non-current ​ 3,900 ​ 4,956 Total assets ​ $ 351,750 ​ $ 414,189 LIABILITIES AND STOCKHOLDERS’ EQUITY ​ ​ Current liabilities: ​ ​ Current debt, net of debt issuance costs ​ $ 39,141 ​ $ 4,344 Accounts payable: ​ ​ ​ ​ Trade ​ 48,217 ​ 48,252 Retainage ​ 923 ​ 716 Accrued liabilities ​ 38,594 ​ 84,637 Income taxes payable ​ 601 ​ 639 Contract liabilities ​ 26,998 ​ 33,135 Current portion of operating lease liabilities ​ ​ 3,857 ​ ​ 4,989 Current portion of financing lease liabilities ​ ​ 3,406 ​ ​ 3,901 Total current liabilities ​ ​ 161,737 ​ ​ 180,613 Long-term debt, net of debt issuance costs ​ 259 ​ 29,523 Operating lease liabilities ​ ​ 11,637 ​ ​ 14,537 Financing lease liabilities ​ ​ 10,908 ​ ​ 8,376 Other long-term liabilities ​ 18,942 ​ 19,837 Deferred income tax liability ​ 169 ​ 207 Interest rate swap liability ​ — ​ 1,602 Total liabilities ​ 203,652 ​ ​ 254,695 Stockholders’ equity: ​ ​ Preferred stock -- $ 0.01 par value, 10,000,000 authorized, none issued ​ — ​ — Common stock -- $ 0.01 par value, 50,000,000 authorized, 31,712,457 and 31,171,804 issued; 31,001,226 and 30,460,573 outstanding at December 31, 2021 and December 31, 2020, respectively ​ 317 ​ 312 Treasury stock, 711,231 shares, at cost, as of December 31, 2021 and December 31, 2020, respectively ​ ( 6,540 ) ​ ( 6,540 ) Accumulated other comprehensive loss ​ — ​ ( 1,602 ) Additional paid-in capital ​ 185,881 ​ 184,324 Retained loss ​ ( 31,560 ) ​ ( 17,000 ) Total stockholders’ equity ​ 148,098 ​ 159,494 Total liabilities and stockholders’ equity ​ $ 351,750 ​ $ 414,189 ​ The accompanying notes are an integral part of these consolidated financial statements ​ F-5 Table of Contents Orion Group Holdings, Inc. and Subsidiaries Consolidated Statements of Operations (In Thousands, Except Share and Per Share Information) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ 2021 2020 2019 Contract revenues ​ $ 601,360 ​ $ 709,942 ​ $ 708,390 Costs of contract revenues ​ 560,393 ​ 625,239 ​ 644,349 Gross profit ​ 40,967 ​ 84,703 ​ 64,041 Selling, general and administrative expenses ​ 60,181 ​ 65,091 ​ 61,012 Amortization of intangible assets ​ ​ 1,521 ​ ​ 2,070 ​ ​ 2,640 Gain on disposal of assets, net ​ ( 11,418 ) ​ ( 9,044 ) ​ ( 1,804 ) Operating (loss) income ​ ( 9,317 ) ​ 26,586 ​ 2,193 Other (expense) income: ​ ​ ​ Other income ​ 199 ​ 347 ​ 771 Interest income ​ 136 ​ 183 ​ 353 Interest expense ​ ( 5,076 ) ​ ( 4,920 ) ​ ( 6,808 ) Other expense, net ​ ( 4,741 ) ​ ( 4,390 ) ​ ( 5,684 ) (Loss) income before income taxes ​ ( 14,058 ) ​ 22,196 ​ ( 3,491 ) Income tax expense ​ 502 ​ 1,976 ​ 1,868 Net (loss) income ​ $ ( 14,560 ) ​ $ 20,220 ​ $ ( 5,359 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic (loss) earnings per share ​ $ ( 0.47 ) ​ $ 0.67 ​ $ ( 0.18 ) Diluted (loss) earnings per share ​ $ ( 0.47 ) ​ $ 0.67 ​ $ ( 0.18 ) Shares used to compute (loss) income per share: ​ ​ ​ Basic ​ 30,763,527 ​ 30,122,362 ​ 29,322,054 Diluted ​ 30,763,527 ​ 30,122,362 ​ 29,322,054 ​ The accompanying notes are an integral part of these consolidated financial statements ​ F-6 Table of Contents Orion Group Holdings, Inc. and Subsidiaries Consolidated Statements of Comprehensive Income (Loss) (In Thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ 2021 2020 2019 Net (loss) income ​ $ ( 14,560 ) ​ $ 20,220 ​ $ ( 5,359 ) Change in fair value of cash flow hedge, net of tax expense of $ 368 , tax benefit of $ 128 and tax benefit of $ 228 for the years ended December 31, 2021, 2020 and 2019, respectively ​ 1,234 ​ ( 429 ) ​ ( 765 ) Total comprehensive (loss) income ​ $ ( 13,326 ) ​ $ 19,791 ​ $ ( 6,124 ) ​ The accompanying notes are an integral part of these consolidated financial statements ​ F-7 Table of Contents Orion Group Holdings, Inc. and Subsidiaries Consolidated Statement of Stockholders’ Equity (In Thousands, Except Share and Per Share Information) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common Treasury Accumulated Other Additional ​ ​ ​ ​ ​ ​ Stock ​ Stock Comprehensive Paid-In Retained ​ ​ ​ ​ ​ Shares Amount ​ Shares Amount Loss Capital ​ Earnings (Loss) ​ Total Balance, January 1, 2019 ​ 29,611,989 ​ $ 296 ( 711,231 ) ​ $ ( 6,540 ) ​ $ ( 52 ) ​ $ 179,742 ​ $ ( 31,861 ) ​ $ 141,585 Stock-based compensation ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ 2,753 ​ ​ — ​ ​ 2,753 Exercise of stock options ​ 7,021 ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ 35 ​ ​ — ​ ​ 35 Issuance of restricted stock ​ 757,012 ​ ​ 8 ​ — ​ ​ — ​ ​ — ​ ​ ( 8 ) ​ ​ — ​ ​ — Forfeiture of restricted stock ​ ( 72,627 ) ​ ​ ( 1 ) ​ — ​ ​ — ​ ​ — ​ ​ 1 ​ ​ — ​ ​ — Cash flow hedge ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 993 ) ​ ​ — ​ ​ — ​ ​ ( 993 ) Net loss — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 5,359 ) ​ ​ ( 5,359 ) Balance, December 31, 2019 ​ 30,303,395 ​ $ 303 ( 711,231 ) ​ $ ( 6,540 ) ​ $ ( 1,045 ) ​ $ 182,523 ​ $ ( 37,220 ) ​ $ 138,021 Stock-based compensation ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ 1,998 ​ ​ — ​ ​ 1,998 Issuance of restricted stock ​ 1,038,044 ​ ​ 10 ​ — ​ ​ — ​ ​ — ​ ​ ( 10 ) ​ ​ — ​ ​ — Forfeiture of restricted stock ​ ( 107,383 ) ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Purchase of vested stock-based awards ​ ( 62,252 ) ​ ​ ( 1 ) ​ — ​ ​ — ​ ​ — ​ ​ ( 187 ) ​ ​ — ​ ​ ( 188 ) Cash flow hedge ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 557 ) ​ ​ — ​ ​ — ​ ​ ( 557 ) Net income — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 20,220 ​ ​ 20,220 Balance, December 31, 2020 ​ 31,171,804 ​ $ 312 ( 711,231 ) ​ $ ( 6,540 ) ​ $ ( 1,602 ) ​ $ 184,324 ​ $ ( 17,000 ) ​ $ 159,494 Stock-based compensation ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ 2,401 ​ ​ — ​ ​ 2,401 Exercise of stock options ​ 28,546 ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ 110 ​ ​ ​ ​ ​ 110 Issuance of restricted stock ​ 916,531 ​ ​ 9 ​ — ​ ​ — ​ ​ — ​ ​ ( 9 ) ​ ​ — ​ ​ — Forfeiture of restricted stock ​ ( 234,232 ) ​ ​ ( 2 ) ​ — ​ ​ — ​ ​ — ​ ​ 2 ​ ​ — ​ ​ — Payments related to tax withholding for share-based compensation ​ ( 170,192 ) ​ ​ ( 2 ) ​ — ​ ​ — ​ ​ — ​ ​ ( 947 ) ​ ​ — ​ ​ ( 949 ) Cash flow hedge ​ — ​ ​ — ​ — ​ ​ — ​ ​ 1,602 ​ ​ — ​ ​ — ​ ​ 1,602 Net loss — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 14,560 ) ​ ​ ( 14,560 ) Balance, December 31, 2021 ​ 31,712,457 ​ $ 317 ( 711,231 ) ​ $ ( 6,540 ) ​ $ — ​ $ 185,881 ​ $ ( 31,560 ) ​ $ 148,098 ​ The accompanying notes are an integral part of these consolidated financial statements ​ F-8 Table of Contents Orion Group Holdings, Inc. and Subsidiaries Consolidated Statements of Cash Flows (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ 2021 2020 2019 Cash flows from operating activities: ​ ​ ​ Net (loss) income ​ $ ( 14,560 ) ​ $ 20,220 ​ $ ( 5,359 ) Adjustments to reconcile net (loss) income to net cash used in operating activities: ​ ​ ​ ​ ​ Operating activities: ​ ​ ​ ​ ​ Depreciation and amortization ​ 22,608 ​ 23,893 ​ 26,096 Amortization of ROU operating leases ​ ​ 5,102 ​ ​ 5,874 ​ ​ 5,177 Amortization of ROU finance leases ​ ​ 2,822 ​ ​ 3,324 ​ ​ 2,312 Write-off of debt issuance costs upon debt modification ​ 790 ​ — ​ 399 Amortization of deferred debt issuance costs ​ ​ 430 ​ ​ 763 ​ ​ 453 Deferred income taxes ​ ( 9 ) ​ 17 ​ 71 Stock-based compensation ​ 2,401 ​ 1,998 ​ 2,753 Gain on disposal of assets, net ​ ( 11,418 ) ​ ( 6,185 ) ​ ( 1,804 ) Gain on involuntary disposition of assets, net ​ ​ — ​ ​ ( 2,859 ) ​ ​ — Allowance for credit losses ​ — ​ ( 487 ) ​ — Change in operating assets and liabilities: ​ ​ ​ ​ ​ ​ Accounts receivable ​ 4,703 ​ 23,587 ​ ( 51,709 ) Income tax receivable ​ 14 ​ 543 ​ ( 495 ) Inventory ​ 371 ​ 148 ​ 503 Prepaid expenses and other ​ 143 ​ ( 1,070 ) ​ 131 Contract assets ​ 3,742 ​ 9,118 ​ ( 32,172 ) Accounts payable ​ 589 ​ ( 22,015 ) ​ 28,894 Accrued liabilities ​ ( 6,544 ) ​ 11,092 ​ 1,334 Operating lease liabilities ​ ​ ( 4,940 ) ​ ​ ( 5,399 ) ​ ​ ( 5,843 ) Income tax payable ​ ( 38 ) ​ ( 884 ) ​ 1,523 Contract liabilities ​ ( 6,137 ) ​ ( 15,646 ) ​ 27,020 Net cash provided by (used in) operating activities ​ 69 ​ 46,032 ​ ( 716 ) Cash flows from investing activities: ​ ​ ​ Proceeds from sale of property and equipment ​ 27,164 ​ 5,944 ​ 2,015 Purchase of property and equipment ​ ( 16,975 ) ​ ( 14,694 ) ​ ( 17,199 ) Contributions to CSV life insurance ​ — ​ ( 99 ) ​ ( 721 ) Insurance claim proceeds related to property and equipment ​ ​ 440 ​ ​ 5,720 ​ ​ 2,574 Net cash provided by (used in) investing activities ​ 10,629 ​ ( 3,129 ) ​ ( 13,331 ) Cash flows from financing activities: ​ ​ ​ ​ ​ ​ Borrowings from Credit Facility ​ 53,000 ​ 10,000 ​ 63,000 Payments made on borrowings from Credit Facility ​ ( 49,120 ) ​ ( 48,204 ) ​ ( 70,210 ) Proceeds from sale-leaseback arrangement ​ ​ — ​ ​ — ​ ​ 18,210 Loan costs from Credit Facility ​ — ​ ( 389 ) ​ ( 1,680 ) Payments of finance lease liabilities ​ ​ ( 3,035 ) ​ ​ ( 3,619 ) ​ ​ ( 2,906 ) Payments related to tax withholding for share-based compensation ​ ​ ( 949 ) ​ ​ ( 188 ) ​ ​ — Exercise of stock options ​ 110 ​ — ​ 35 Net cash provided by (used in) financing activities ​ 6 ​ ( 42,400 ) ​ 6,449 Net change in cash, cash equivalents and restricted cash ​ 10,704 ​ 503 ​ ( 7,598 ) Cash, cash equivalents and restricted cash at beginning of period ​ 1,589 ​ 1,086 ​ 8,684 Cash, cash equivalents and restricted cash at end of period ​ $ 12,293 ​ $ 1,589 ​ $ 1,086 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 12,293 ​ $ 1,589 ​ $ 128 Restricted cash ​ ​ — ​ ​ — ​ ​ 958 Total cash, cash equivalents and restricted cash shown above ​ $ 12,293 ​ $ 1,589 ​ $ 1,086 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Supplemental disclosures of cash flow information: ​ ​ ​ Cash paid during the period for: ​ ​ ​ Interest ​ $ 2,423 ​ $ 3,187 ​ $ 6,311 Taxes, net of refunds ​ $ 568 ​ $ 2,174 ​ $ 578 The accompanying notes are an integral part of these consolidated financial statements ​ F-9 Table of Contents Orion Group Holdings, Inc. and Subsidiaries Notes to Consolidated Financial Statements Years Ended December 31, 2021, 2020 and 2019 (Tabular Amounts in thousands, Except Share and per Share Amounts) 1. Description of Business and Basis of Presentation Description of Business Orion Group Holdings, Inc., its subsidiaries and affiliates (hereafter collectively referred to as the "Company"), provide a broad range of specialty construction services in the infrastructure, industrial, and building sectors of the continental United States, Alaska, Canada and the Caribbean Basin. The Company’s marine segment services the infrastructure sector through marine transportation facility construction, marine pipeline construction, marine environmental structures, dredging of waterways, channels and ports, environmental dredging, design, and specialty services. Its concrete segment services the building sector by providing turnkey concrete construction services including pour and finish, dirt work, layout, forming, rebar, and mesh across the light commercial, structural and other associated business areas. The Company is headquartered in Houston, Texas with offices throughout its operating areas. The tools used by the chief operating decision maker ("CODM") to allocate resources and assess performance are based on two reportable and operating segments: marine, which operates under the Orion brand and logo, and concrete, which operates under the TAS Commercial Concrete brand and logo. Although we describe the business in this report in terms of the services the Company provides, its base of customers and the areas in which it operates, the Company has determined that its operations currently comprise two reportable segments pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 280, Segment Reporting . In making this determination, the Company considered the similar economic characteristics of its operations that comprise its marine segment. For the marine segment, the methods used, and the internal processes employed, to deliver marine construction services are similar throughout the segment, including standardized estimating, project controls and project management. This segment has the same customers with similar funding drivers and are subject to similar regulatory regimes driven through Federal agencies such as the U.S. Army Corps of Engineers, U.S. Fish and Wildlife Service, U.S. Environmental Protection Agency and U.S. Occupational Safety and Health Administration ("OSHA"), among others. Additionally, the segment is driven by macro-economic considerations including the level of import/export seaborne transportation, development of energy-related infrastructure, cruise line expansion and operations, marine bridge infrastructure development, waterway pipeline crossings and the maintenance of waterways. These considerations, and others, are key catalysts for future prospects and are similar across the segment. For the concrete segment, the Company also considered the similar economic characteristics of these operations. The methods used, and the internal processes employed, to deliver concrete construction services are similar throughout the segment, including standardized estimating, project controls and project management. The projects of this segment are subject to similar regulatory regimes such as OSHA. Additionally, this segment is driven by macro-economic considerations, including movements in population, commercial real estate development, institutional funding and expansion, and recreational development, specifically in metropolitan areas of Texas. These considerations, and others, are key catalysts for current operations and future prospects and are similar across the segment. Basis of Presentation These consolidated financial statements include the accounts of the parent company, Orion Group Holdings, Inc. and its wholly-owned subsidiaries and have been prepared in accordance with U.S. GAAP. All intercompany balances and transactions have been eliminated in consolidation. ​ In connection with preparing consolidated financial statements for each annual and interim reporting period, the Company is required to evaluate whether there are conditions or events, considered in aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. Substantial doubt exists when conditions and events, considered in aggregate, indicate that it is probable that a company will be unable to meet its obligations as they become due within one year after the date that the consolidated financial statements are issued. This evaluation initially does not take into consideration the potential mitigating effect of management’s plans and actions that have not been fully implemented as of the date that the financial statements are F-10 Table of Contents issued. When substantial doubt exists, management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about the Company’s ability to continue as a going concern. The mitigating effect of management’s plans, however, is only considered if both: (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued; and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. Generally, to be considered probable of being effectively implemented, the plans must have been approved before the date that the financial statements are issued. The assessment of the liquidity and going concern requires the Company to make estimates of future activity and judgments about whether the Company has adequate liquidity to operate. Significant assumptions used in the Company's forecasted model of liquidity include forecasted sales, costs, our ability to manage spending on capital expenditures, limit spending on the ERP system implementation and improve working capital. Based on a careful assessment of these factors management believes that the Company will have adequate liquidity for its operations for at least the next 12 months. Therefore, management’s conclusion is that substantial doubt is not raised as to our ability to continue as a going concern. ​ 2. Summary of Significant Accounting Policies The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management’s estimates, judgments and assumptions are continually evaluated based on available information and experience; however, actual amounts could differ from those estimates. On an ongoing basis, the Company evaluates the significant accounting policies used to prepare its consolidated financial statements, including, but not limited to, those related to: ● Revenue recognition from construction contracts; ● The recording of accounts receivable and allowance for credit losses; ● The carrying value of property, plant and equipment; ● Leases; ● Finite and infinite-lived intangible assets, testing for indicators of impairment; ● Stock-based compensation; ● Income taxes; and ● Self-insurance Revenue Recognition The Company’s revenue is derived from contracts to provide marine construction, dredging, turnkey concrete services, and other specialty services. The Company’s projects are typically brief in duration, however may span a period of over one year. The Company determines the appropriate accounting treatment for each contract before work begins and, subject to qualifications discussed in the next paragraph, generally records contract over time. Performance obligations are promises in a contract to transfer distinct goods or services to the customer and are the unit of account under Topic 606. Each of the Company’s contracts and related change orders typically represent a single performance obligation because the Company provides an integrated service and individual goods and services are not separately identifiable. Revenue is recognized over time because control of the promised goods and services are continuously transferred to the customer over the life of the contract. For contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation using its best estimate of the stand-alone selling price of each distinct good or service. Progress is measured by the percentage of actual contract costs incurred to date to total estimated costs for each contract. This method is used because management considers contract costs incurred to be the best available measure of progress on these contracts. Contract costs include all direct costs, such as F-11 Table of Contents material and labor, and those indirect costs incurred that are related to contract performance such as payroll taxes and insurance. General and administrative costs are charged to expense as incurred. Upfront costs, such as costs to mobilize personnel and equipment prior to satisfying a performance obligation are capitalized and amortized over the contract performance period. Changes in job performance, job conditions and estimated profitability, including those arising from final contract settlements, may result in revisions to costs and reported revenue and are recognized in the period in which the revisions are determined. The effect of changes in estimates of contract revenue or contract costs is recognized as an adjustment to recognized revenue on a cumulative catch-up basis. When the Company anticipates a loss on a contract that is not yet complete, it recognizes the entire loss in the period in which such losses are determined. Revenue is recorded net of any sales taxes collected and paid on behalf of the customer, if applicable. Contract revenue is derived from the original contract price as modified by agreed-upon change orders and estimates of variable consideration related to incentive fees and change orders or claims for which price has not yet been agreed by the customer. The Company estimates variable consideration based on its assessment of the most likely amount to which it expects to be entitled. Variable consideration is included in the estimated recognition of revenue to the extent it is probable that a significant reversal of cumulative recognized revenue will not occur. A determination that the collection of a claim is probable is based upon compliance with the terms of the contract and the extent to which the Company performed in accordance therewith but does not guarantee collection in full. Assets and liabilities derived from contracts with customers include the following: ● Accounts Receivable: Trade, net of allowance - Represent amounts billed and currently due from customers and are stated at their estimated net realizable value. ● Accounts Receivable: Retainage - Represent amounts which have not been billed to or paid by customers due to retainage provisions in construction contracts, which amounts generally become payable upon contract completion and acceptance by the customer. ● Contract Assets - Represent revenues recognized in excess of amounts billed, which management believes will be billed and collected within one year of the completion of the contract and are recorded as a current asset, until such amounts are either received or written off. ● Contract Liabilities - Represent billings in excess of revenues recognized and are recorded as a current liability, until the underlying obligation has been performed or discharged. ​ Classification of Current Assets and Liabilities The Company includes in current assets and liabilities amounts realizable and payable in the normal course of contract completion. Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. At times, cash held by financial institutions may exceed federally insured limits. The Company has not historically sustained losses on its cash balances in excess of federally insured limits. Cash equivalents at December 31, 2021 and December 31, 2020 consisted primarily of overnight bank deposits. Risk Concentrations Financial instruments that potentially subject the Company to concentrations of credit risk principally consist of accounts receivable. The Company depends on its ability to continue to obtain federal, state and local governmental contracts, and indirectly, on the amount of funding available to these agencies for new and current governmental projects. Therefore, a portion of the Company’s operations is dependent upon the level and timing of government funding. Statutory mechanics liens provide the Company high priority in the event of lien foreclosures following financial difficulties of private owners, thus minimizing credit risk with private customers. F-12 Table of Contents Accounts Receivable Accounts receivable are stated at the historical carrying value, net of allowances for credit losses. The Company has significant investments in billed and unbilled receivables as of December 31, 2021 and December 31, 2020. Billed receivables represent amounts billed upon the completion of small contracts and progress billings on large contracts in accordance with contract terms and milestone achievements. Unbilled receivables on contracts represent recoverable costs and accrued profits that are not yet capable of being billed under the terms of the applicable contracts. Revenue associated with these billings is recorded net of any sales tax, if applicable. Past due balances over 90 days and other higher risk receivables identified by management are reviewed individually for collectability. In establishing an allowance for credit losses, the Company evaluates its contract receivables and contract assets and thoroughly reviews historical collection experience, the financial condition of its customers, billing disputes and other factors. The Company writes off potentially uncollectible accounts receivable against the allowance for credit losses if it is determined that the amounts will not be collected or if a settlement with respect to a disputed receivable is reached for an amount that is less than the carrying value. As of December 31, 2021, and December 31, 2020, the Company has recorded an allowance for credit losses of $ 0.3 million and $ 0.4 million, respectively. Balances billed to customers but not paid pursuant to retainage provisions in construction contracts generally become payable upon contract completion and acceptance by the owner. Retainage at December 31, 2021 totaled $ 41.4 million, of which $ 5.4 million is expected to be collected beyond December 31, 2022. Retainage at December 31, 2020 totaled $ 36.5 million. From time to time, the Company negotiates change orders and claims with its customers. Unsuccessful negotiations of claims could result in a change to contract revenue that is less than amounts previously recorded, which could result in the recording of a loss in the amount of the shortfall. Successful claims negotiations could result in the recovery of previously recorded losses. Significant losses on receivables could adversely affect the Company’s financial position, results of operations and overall liquidity. Advertising Costs The Company primarily obtains contracts through the open bid process, and therefore advertising costs are not a significant component of expense. Advertising costs are expensed as incurred. Environmental Costs Costs related to environmental remediation are charged to expense. Other environmental costs are also charged to expense unless they increase the value of the property and/or provide future economic benefits, in which event the costs are capitalized. Environmental liabilities, if any, are recognized when the liability is considered probable and the amount can be reasonably estimated. The Company did not recognize any environmental liabilities as of December 31, 2021 or December 31, 2020. Fair Value Measurements The Company evaluates and presents certain amounts included in the accompanying consolidated financial statements at “fair value” in accordance with U.S. GAAP, which requires the Company to base its estimates on assumptions that market participants, in an orderly transaction, would use to price an asset or liability, and to establish a hierarchy that prioritizes the information used to determine fair value. Refer to Note 8 for more information regarding fair value determination. The Company generally applies fair value valuation techniques on a non-recurring basis associated with (1) valuing assets and liabilities acquired in connection with business combinations and other transactions; (2) valuing potential impairment loss related to long-lived assets; and (3) valuing potential impairment loss related to goodwill and indefinite-lived intangible assets. Inventory Current inventory consists of parts and small equipment held for use in the ordinary course of business and is valued at the lower of cost (using historical average cost) or net realizable value. Where shipping and handling costs are incurred by the Company, these charges are included in inventory and charged to cost of contract revenue upon use. Non-current inventory consists of spare parts (including engines, cutters and gears) that require special order or long-lead times for F-13 Table of Contents manufacture or fabrication, but must be kept on hand to reduce downtime and is valued at the lower of cost (using historical average cost) or net realizable value. Property and Equipment Property and equipment are recorded at cost. Ordinary maintenance and repairs that do not improve or extend the useful life of the asset are expensed as incurred. Major renewals and betterments of equipment are capitalized and depreciated generally over three to ten years until the next scheduled maintenance. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in results of operations for the respective period. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets for financial statement purposes, as follows: ​ ​ ​ ​ Automobiles and trucks 3 to 10 years Buildings and improvements 10 to 30 years Construction equipment 3 to 10 years Vessels and other equipment 3 to 40 years Office equipment 3 to 5 years ​ The Company generally uses accelerated depreciation methods for tax purposes where beneficial. Dry-docking costs are capitalized and amortized using the straight-line method over a period ranging from three to seven years . Dry-docking costs include, but are not limited to, the inspection, refurbishment and replacement of steel, engine components, tailshafts, mooring equipment and other parts of the vessel. Amortization related to dry-docking activities is included as a component of depreciation. These costs and the related amortization periods are periodically reviewed to determine if the estimates are accurate. If warranted, a significant upgrade of equipment may result in a revision to the useful life of the asset, in which case the change is accounted for prospectively. Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset or asset group may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of are separately presented in the balance sheet and reported at the lower of the carrying amount or the fair value, less the costs to sell, and are no longer depreciated. There were no assets classified as held for sale as of December 31, 2021 or December 31, 2020. Leases Management determines if a contract is or contains a lease at inception of the contract or modification of the contract. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period in exchange for consideration. Control over the use of the identified asset means the lessee has both (a) the right to obtain substantially all of the economic benefits from the use of the asset and (b) the right to direct the use of the asset. Finance and operating lease right-of-use (“ROU”) assets and liabilities are recognized based on the present value of future minimum lease payments over the expected lease term at commencement date. As the implicit rate is not determinable in most of the Company’s leases, management uses the Company’s incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The expected lease term includes options to extend or terminate the lease when it is reasonably certain the Company will exercise such option. Lease expense for minimum lease payments is recognized on a straight-line basis over the expected lease term. The Company’s lease arrangements have lease and non-lease components. Leases with an expected term of 12 months or less are not accounted for on the balance sheet and the related lease expense is recognized on a straight-line basis over the expected lease term. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. F-14 Table of Contents See Note 19 for more information regarding leases. Intangible Assets Intangible assets that have finite lives are amortized. In addition, the Company evaluates the remaining useful life of intangible assets in each reporting period to determine whether events and circumstances warrant a revision of the remaining period of amortization. If the estimate of an intangible asset’s remaining life is changed, the remaining carrying value of such asset is amortized prospectively over that revised remaining useful life. Intangible assets that have infinite lives are not amortized, but are subject to impairment testing at least annually or more frequently if events or circumstances indicate that the asset may be impaired. The Company has one infinite-lived intangible asset, a trade name, which it tests for impairment annually on October 31, or whenever events or circumstances indicate that the carrying amount of the trade name may not be recoverable. Impairment is calculated as the excess of the trade name’s carrying value over its fair value. The fair value of the trade name is determined using the relief from royalty method, a variation of the income approach. This method assumes that if a company owns intellectual property, it does not have to “rent” the asset and is, therefore, “relieved” from paying a royalty. Once a supportable royalty rate is determined, the rate is then applied to the projected revenues over the expected remaining life of the intangible assets to estimate the royalty savings. This approach is dependent on a number of factors, including estimates of future growth and trends, royalty rates, discount rates and other variables. See Note 9 for additional discussion of intangible assets and trade name impairment testing. Stock-Based Compensation The Company recognizes compensation expense for equity awards over the vesting period based on the fair value of these awards at the date of grant. The computed fair value of these awards is recognized as a non-cash cost over the period the employee provides services, which is typically the vesting period of the award. The fair value of options granted is estimated on the date of grant using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires the use of subjective assumptions in the computation. Changes in these assumptions can cause significant fluctuations in the fair value of the option award. The fair value of restricted stock grants is equivalent to the fair value of the stock issued on the date of grant and is measured as the closing price of the stock on the date of grant. Compensation expense is recognized only for stock-based payments expected to vest. The Company estimates forfeitures at the date of grant based on historical experience and future expectations. This assessment is updated on a periodic basis. See Note 15 for further discussion of the Company’s stock-based compensation plan. Income Taxes The Company determines its consolidated income tax provision using the asset and liability method prescribed by U.S. GAAP, which requires the recognition of income tax expense for the amount of taxes payable or refundable for the current period and for deferred tax liabilities and assets for the future tax consequences of events that have been recognized in an entity’s financial statements or tax returns. The Company must make significant assumptions, judgments and estimates to determine its current provision for income taxes, its deferred tax assets and liabilities, and any valuation allowance to be recorded against any deferred tax asset. The current provision for income tax is based upon the current tax laws and the Company’s interpretation of these laws, as well as the probable outcomes of any tax audits. The value of any net deferred tax asset depends upon estimates of the amount and category of future taxable income reduced by the amount of any tax benefits that the Company does not expect to realize. Actual operating results and the underlying amount and category of income in future years could render current assumptions, judgments and estimates of recoverable net deferred taxes inaccurate, thus impacting the Company’s financial position and results of operations. The Company computes deferred income taxes using the liability method. Under the liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under the liability method, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740, Income Taxes which prescribes a recognition threshold and measurement attribute for financial statement disclosure of tax positions taken, or expected to be taken, on its consolidated tax return. The Company evaluates and records any uncertain tax positions based F-15 Table of Contents on the amount that management deems is more likely than not to be sustained upon examination and ultimate settlement with the tax authorities in the tax jurisdictions in which it operates. See Note 13 for additional discussion of income taxes. Insurance Coverage The Company maintains insurance coverage for its business and operations. 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 the Company’s workers’ compensation exposure is covered through a mutual association, which is subject to supplemental calls. The marine segment maintains five levels of excess loss insurance coverage, totaling $ 200 million in excess of primary coverage. The marine segment’s excess loss coverage responds to most of its 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. The concrete segment maintains five levels of excess loss insurance coverage, totaling $ 200 million in excess of primary coverage. The concrete segment’s excess loss coverage responds to most of its policies when a primary limit of $ 1 million has been exhausted. If a claim arises and a potential insurance recovery is probable, the impending gain is recognized separately from the related loss. The recovery will only be recognized up to the amount of the loss once the recovery of the claim is deemed probable and any excess gain will fall under contingency accounting and will only be recognized once it is realized. The Company does not net insurance recoveries against the related claim liability as the amount of the claim liability is determined without consideration of the anticipated insurance recoveries from third parties. 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. 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 Statements of Operations in the period in which they become known. 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. 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. The total accrual for insurance claims liabilities was $ 19.8 million and $ 60.4 million at December 31, 2021 and December 31, 2020, respectively, reflected as a component of accrued liabilities in the consolidated balance sheet. The total accrual for insurance claims receivable was $ 13.3 million and $ 57.0 million at December 31, 2021 and December 31, 2020, respectively, reflected as a component of other current accounts receivable in the consolidated balance sheet. Recent Accounting Pronouncements The Financial Accounting Standards Board (“FASB”) issues accounting standards and updates (each, an "ASU") from time to time to its Accounting Standards Codification (‘ASC’), which is the primary source of U.S. GAAP. The Company regularly monitors ASUs as they are issued and considers applicability to its business. All ASUs are adopted by their respective due dates and in the manner prescribed by the FASB. In December 2019, the FASB issued ASU 2019-12, Income Taxes: Simplifying the Accounting for Income Taxes (Topic 740). This standard simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in Topic 740 related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The standard also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020 and interim periods within that year. The adoption of this ASU had no material impact on the Company’s Consolidated Financial Statements. During the periods presented in these financial statements, the Company implemented other new accounting pronouncements other than those noted above that are discussed in the notes where applicable. F-16 Table of Contents ​ 3. Revenue Contract revenues are recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The following table represents a disaggregation of the Company’s contract revenues by service line for the marine and concrete segments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ 2021 2020 2019 Marine Segment ​ ​ ​ Construction ​ $ 169,554 ​ $ 272,870 ​ $ 242,527 Dredging ​ 80,831 ​ 106,647 ​ 112,303 Specialty Services ​ 13,530 ​ 8,656 ​ 14,308 Marine segment contract revenues ​ $ 263,915 ​ $ 388,173 ​ $ 369,138 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Concrete Segment ​ ​ ​ Structural ​ $ 58,420 ​ $ 85,904 ​ $ 54,497 Light Commercial ​ 279,018 ​ 235,835 ​ 284,624 Other ​ 7 ​ 30 ​ 131 Concrete segment contract revenues ​ $ 337,445 ​ $ 321,769 ​ $ 339,252 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total contract revenues ​ $ 601,360 ​ $ 709,942 ​ $ 708,390 ​ The Company has determined that it has two reportable segments pursuant to FASB ASC Topic 280, Segment Reporting , but has disaggregated its contract revenues in the above chart in terms of services provided within such segments. In making this determination, the Company considered the similar characteristics of its operations as discussed in Note 1 . Additionally, as discussed, both the marine and concrete segments have limited contracts with multiple performance obligations. The Company’s contracts are often estimated and bid as one project and evaluated as to performance as one project, not by individual services performed by each. Both the marine and concrete segments have a single Executive Vice President responsible for the entire segment, not by service lines of the segments. Resources are allocated by segment and financial and budgetary information is compiled and reviewed by segment, not service line. Marine Segment 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. Concrete Segment Structural services include elevated concrete pouring for products such as columns, elevated beams and structural walls. Light commercial services include horizontally poured concrete for products such as sidewalks, ramps, tilt walls and trenches. Other services comprise labor related to concrete pouring such as rebar installation and pumping services and typically support the Company’s structural and light commercial services. ​ F-17 Table of Contents 4. Concentration of Risk and Enterprise Wide Disclosures In both reportable segments accounts receivable include amounts billed to governmental agencies and private customers and do not bear interest. Balances billed to customers but not paid pursuant to retainage provisions generally become payable upon contract completion and acceptance by the owner. ​ The table below presents the concentrations of current receivables (trade and retainage) at December 31, 2021 and December 31, 2020, respectively: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 ​ December 31, 2020 Federal Government $ 6,563 5 % $ 4,826 4 % State Governments ​ 61 - % — - % Local Governments ​ 11,923 9 % 17,823 13 % Private Companies ​ 111,328 86 % 110,616 83 % Gross receivables ​ ​ 129,875 ​ 100 % ​ 133,265 ​ 100 % Allowance for credit losses ​ ​ ( 323 ) ​ ​ ​ ​ ( 411 ) ​ ​ ​ Net receivables ​ $ 129,552 ​ ​ $ 132,854 ​ ​ ​ At December 31, 2021 and 2020, no single customer accounted for more than 10.0% of total current receivables. Additionally, the table below represents concentrations of contract revenue by type of customer for the years ended December 31, 2021, 2020 and 2019. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2021 % 2020 % 2019 % Federal Government $ 54,480 9 % $ 51,793 7 % $ 46,425 6 % State Governments 4,790 1 % 27,574 4 % 47,831 7 % Local Government 120,311 20 % 202,839 29 % 212,958 30 % Private Companies 421,779 70 % 427,736 60 % 401,176 57 % Total contract revenues $ 601,360 100 % $ 709,942 100 % $ 708,390 100 % ​ In the year ended December 31, 2020 one customer in the Local Governments category accounted for 11.4 % of total contract revenues. In the years ended December 31, 2021 and 2019, no single customer exceeded 10.0% of total contract revenues. 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 sustains such a large portion of receivables or contract revenue over time. The concrete segment primarily purchases concrete from select suppliers. The loss of any one of these suppliers could adversely impact short-term operations. Contract revenues generated outside the United States totaled 0.5 %, 1.8 % and 1.6 % of total revenues for the years ended December 31, 2021, 2020 and 2019, respectively, and were primarily located in the Caribbean Basin and Mexico. ​ ​ ​ F-18 Table of Contents 5. Contracts in Progress Contracts in progress are as follows at December 31, 2021 and December 31, 2020: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, December 31, ​ ​ 2021 ​ 2020 Costs incurred on uncompleted contracts ​ $ 1,138,298 ​ $ 1,151,987 Estimated earnings ​ 168,861 ​ 202,369 ​ ​ 1,307,159 ​ 1,354,356 Less: Billings to date ​ ( 1,305,628 ) ​ ( 1,355,220 ) ​ ​ $ 1,531 ​ $ ( 864 ) Included in the accompanying Consolidated Balance Sheets under the following captions: ​ ​ Contract assets ​ $ 28,529 ​ $ 32,271 Contract liabilities ​ ( 26,998 ) ​ ( 33,135 ) ​ ​ $ 1,531 ​ $ ( 864 ) ​ Included in contract assets is approximately $ 3.8 million and $ 3.1 million at December 31, 2021 and December 31, 2020, respectively, related to claims and unapproved change orders. See Note 2 to the Company’s consolidated financial statements for discussion of the accounting for these claims. Remaining performance obligations represent the transaction price of firm orders or other written contractual commitments from customers for which work has not been performed or is partially completed and excludes unexercised contract options and potential orders. As of December 31, 2021, the aggregate amount of the remaining performance obligations was approximately $ 590.0 million. Of this amount, the current expectation of the Company is that it will recognize $ 454.5 million, or 77 %, in the next 12 months and the remaining balance thereafter. ​ 6. Property and Equipment The following is a summary of property and equipment at December 31, 2021 and December 31, 2020: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, December 31, ​ ​ 2021 ​ 2020 Automobiles and trucks ​ $ 2,337 ​ $ 2,379 Building and improvements ​ 34,796 ​ 44,324 Construction equipment ​ 137,786 ​ 142,661 Vessels and other equipment ​ 82,455 ​ 79,499 Office equipment ​ 6,430 ​ 5,577 ​ ​ 263,804 ​ 274,440 Less: Accumulated depreciation ​ ( 191,542 ) ​ ( 186,615 ) Net book value of depreciable assets ​ 72,262 ​ 87,825 Construction in progress ​ 6,507 ​ 1,809 Land ​ 27,885 ​ 35,863 ​ ​ $ 106,654 ​ $ 125,497 ​ During the year ended December 31, 2021 the Company sold its land, building and improvements located in Tampa, Florida. The book value of the assets and related accumulated depreciation have been removed from the balance sheet and the Company recognized a net gain on the sale of $ 6.7 million. For the years ended December 31, 2021, 2020 and 2019, depreciation expense was $ 21.1 million, $ 21.8 . million and $ 23.5 . million, respectively. Substantially all depreciation expense is included in the cost of contract revenue in the Company’s Consolidated Statements of Operations. Substantially all of the assets of the Company are pledged as collateral under the Company’s Credit Agreement (as defined in Note 11 ). Substantially all of the Company’s long-lived assets are located in the United States. See Note 2 to the Company’s consolidated financial statements for further discussion of property and equipment. F-19 Table of Contents ​ ​ 7. Other Current Accounts Receivable Other current accounts receivable at December 31, 2021 and 2020 consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 December 31, 2020 Insurance claims receivable ​ $ 13,273 ​ $ 57,021 Accident loss receivables ​ 3,760 ​ 1,448 Other current receivables ​ ​ 552 ​ 1,023 Total other current accounts receivable ​ $ 17,585 ​ $ 59,492 ​ ​ 8. Fair Value Recurring Fair Value Measurements The fair value of financial instruments is the amount at which the instrument could be exchanged in a current transaction between willing parties. Due to their short-term nature, the Company believes that the carrying value of its accounts receivable, other current assets, accounts payable and other current liabilities approximate their fair values. The Company classifies financial assets and liabilities into the following three levels based on the inputs used to measure fair value in the order of priority indicated: ● Level 1- fair values are based on observable inputs such as quoted prices in active markets for identical assets or liabilities; ● Level 2 - fair values are based on pricing inputs other than quoted prices in active markets for identical assets and liabilities and are either directly or indirectly observable as of the measurement date; and ● Level 3- fair values are based on unobservable inputs in which little or no market data exists. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value requires judgment and may affect the placement of assets and liabilities within the fair value hierarchy levels. The following table sets forth by level within the fair value hierarchy the Company’s recurring financial assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2021 and December 31, 2020: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measurements ​ Carrying Value Level 1 Level 2 Level 3 December 31, 2021 ​ ​ ​ ​ ​ Assets: ​ Cash surrender value of life insurance policy ​ $ 2,813 — 2,813 — Liabilities: ​ Derivatives ​ $ — — — — December 31, 2020 ​ ​ ​ ​ ​ Assets: ​ Cash surrender value of life insurance policy ​ $ 3,169 — 3,169 — Liabilities: ​ Derivatives ​ $ 1,602 — 1,602 — ​ The Company’s derivatives, which are comprised of interest rate swaps, are valued using a discounted cash flow analysis that incorporates observable market parameters, such as interest rate yield curves and credit risk adjustments, that are necessary to reflect the probability of default by us or the counterparty. These derivatives are classified as a Level 2 measurement within the fair value hierarchy. See Note 11 for additional information on the Company’s derivative instrument. Our concrete segment has life insurance policies with a combined face value of $ 11.1 million as of December 31, 2021. The policies are invested in mutual funds and the fair value measurement of the cash surrender balance associated with F-20 Table of Contents these policies is determined using Level 2 inputs within the fair value hierarchy and will vary with investment performance. These assets are included in the "Other noncurrent" asset section in the Company’s Consolidated Balance Sheets. Non-Recurring Fair Value Measurements The Company generally applies fair value valuation techniques on a non-recurring basis associated with (1) valuing assets and liabilities acquired in connection with business combinations and other transactions; (2) valuing potential impairment loss related to long-lived assets; and (3) valuing potential impairment loss related to the infinite-lived intangible asset. Other Fair Value Measurements The fair value of the Company’s debt at December 31, 2021 and 2020 approximated its carrying value of $ 39.4 . million and $ 35.1 million, respectively, as interest is based on current market interest rates for debt with similar risk and maturity. If the Company’s debt was measured at fair value, it would have been classified as Level 2 in the fair value hierarchy. ​ 9. Intangible Assets Intangible assets The tables below present the activity and amortizations of finite-lived intangible assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, December 31, ​ ​ 2021 ​ 2020 Finite-lived intangible assets, beginning of period ​ $ 35,240 ​ $ 35,240 Additions ​ — ​ — Total finite-lived intangible assets, end of period ​ $ 35,240 ​ $ 35,240 ​ ​ ​ ​ ​ ​ ​ Accumulated amortization, beginning of period ​ $ ( 32,055 ) ​ $ ( 29,985 ) Current year amortization ​ ( 1,521 ) ​ ( 2,070 ) Total accumulated amortization ​ ( 33,576 ) ​ ( 32,055 ) ​ ​ ​ ​ ​ ​ ​ Net finite-lived intangible assets, end of period ​ $ 1,664 ​ ​ 3,185 Infinite-lived intangible assets ​ ​ 6,892 ​ ​ 6,892 Total net intangible assets ​ $ 8,556 ​ $ 10,077 ​ Remaining net finite-lived intangible assets were acquired as part of the purchase of TAS during 2015 and TBC during 2017 and included customer relationships. Customer relationships were valued at approximately $ 18.8 million and are being amortized over eight years using an accelerated method based on the pattern in which the economic benefits of the assets are consumed. For the years ended December 31, 2021, 2020 and 2019, $ 1.5 million, $ 2.1 million and $ 2.6 million, respectively, of amortization expense was recognized for these assets. In 2021 and 2020, the Company evaluated the useful lives of these finite-lived intangible assets and no change was needed. Future expense remaining of approximately $ 1.7 million will be amortized as follows: ​ ​ ​ ​ ​ 2022 ​ 1,238 2023 ​ 389 2024 ​ 37 ​ ​ $ 1,664 ​ The annual impairment test for both 2021 and 2020 concluded that the fair value of the Company’s infinite-lived trade name was in excess of the carrying value, therefore no impairment was recorded in each respective year. ​ F-21 Table of Contents 10. Accrued Liabilities Accrued liabilities at December 31, 2021 and 2020 consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 December 31, 2020 Accrued salaries, wages and benefits ​ $ 9,879 ​ $ 15,071 Accrued liabilities expected to be covered by insurance ​ 19,818 ​ 60,365 Sales taxes ​ 5,113 ​ 5,909 Property taxes ​ 1,047 ​ 908 Sale-leaseback arrangement ​ ​ 743 ​ ​ 676 Accounting and audit fees ​ ​ 413 ​ ​ 344 Interest ​ 23 ​ 22 Equipment purchase ​ ​ — ​ ​ 461 Other accrued expenses ​ 1,558 ​ 881 Total accrued liabilities ​ $ 38,594 ​ $ 84,637 ​ ​ CARES Act On March 27, 2020, the U.S. government enacted the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) which among other things includes an optional payment deferral of the employer's portion of the Social Security taxes that were otherwise due through December 31, 2020. The Company elected to defer payments of approximately $ 7.6 million with $ 3.8 million paid in December 2021 and the remaining $ 3.8 million due December 2022 reflected in accrued liabilities in the Company’s Consolidated Balance Sheets. ​ 11. Long-term Debt and Line of Credit The Company entered into an amended syndicated credit agreement (the “Credit Agreement” also known as the “Fourth Amendment”) on July 31, 2018 with Regions Bank, as administrative agent and collateral agent, and the following co-syndication agents: Bank of America, N.A., BOKF, NA dba Bank of Texas, KeyBank National Association, NBH Bank, IBERIABANK, Trustmark National Bank, First Tennessee Bank NA, and Branch Banking and Trust Company. The Credit Agreement was subsequently amended in March 2019 (the “Fifth Amendment”), May 2019 (the “Sixth Amendment”) June 2020 (the “Seventh Amendment”) and October 2020 (the “Eighth Amendment”). The company incurred debt issuance costs related to the initial Credit Agreement and several of the subsequent amendments. The Credit Facility matures on July 31, 2023. The Credit Agreement, which may be amended from time to time, provides for borrowings under a revolving line of credit and a term loan (together, the “Credit Facility”). The Credit Facility is guaranteed by the subsidiaries of the Company, secured by the assets of the Company, including stock held in its subsidiaries, and may be used to finance general corporate and working capital purposes, to finance capital expenditures, to refinance existing indebtedness, to finance permitted acquisitions and associated fees, and to pay for all related expenses to the Credit Facility. Interest is due and is computed based on the designation of the loan, with the option of a Base Rate Loan (the base rate plus the Applicable Margin), or an Adjusted LIBOR Rate Loan (the adjusted LIBOR rate plus the Applicable Margin). Interest is due on the last day of each quarter end for Base Rate Loans and at the end of the LIBOR rate period for Adjusted LIBOR Rate Loans. Principal balances drawn under the Credit Facility may be prepaid at any time, in whole or in part, without premium or penalty. Amounts repaid under the revolving line of credit may be re-borrowed. Total debt issuance costs for the Fourth Amendment which included underwriter fees, legal fees and syndication fees were approximately $ 0.9 million and were capitalized as non-current deferred charges and scheduled for amortization using the effective interest rate method over the duration of the loan. The Company incurred additional debt issuance costs of approximately $ 0.6 million and $ 0.9 million respectively for the Fifth and Sixth Amendments. With the execution of the aforementioned Sixth Amendment, $ 50.0 million of the existing revolving line of credit was modified and accounted for under guidelines of ASC 470-50, Debt, Modifications and Extinguishments, and a pro-rated portion of unamortized debt issuance costs of approximately $ 0.4 million was recognized as interest expense as of May 2019. The then remaining debt issuance costs of approximately $ 0.9 million related to the Fourth, Fifth, and Sixth Amendments were scheduled to be amortized over the duration of the term loan, which coincides with the term of the Credit Facility. On June 8, 2020, the Company entered into a new syndicated credit agreement (the “ 364-Day Revolving Credit Facility”) with Regions Bank, as administrative agent and collateral agent, and the following co-syndication agents: Bank of F-22 Table of Contents America, N.A. and BOKF, NA dba Bank of Texas. Concurrent with this the Company executed an amendment to the Credit Agreement with its existing lenders (“also known as the “Seventh Amendment”) for the sole intent and outcome of executing the 364-Day Revolving Credit Facility. The 364-Day Revolving Credit Facility provided for borrowings of up to $ 20 million under a new revolving line of credit. No funds were ever drawn on the 364-Day Revolving Credit Facility. The 364-Day Revolving Credit Facility matured on June 7, 2021. Effective, October 9, 2020, the Company entered into the Eighth Amendment to the Credit Agreement") , with Regions Bank, as Administrative Agent and Collateral Agent and Bank of America, N.A., BOKF, NA dba Bank of Texas, Iberiabank, NBH Bank, Truist Bank, and Trustmark National Bank, as Lenders. The Eighth Amendment provides for administrative revisions to the Credit Agreement, including changes to repayment requirements for involuntary asset dispositions and changes to the timing of repayment for voluntary asset dispositions. There were no debt issuance costs incurred with respect to the Eighth Amendment. The yearly weighted average interest rate for the Credit Facility as of December 31, 2021 was 2.60 %. The Company’s obligations under debt arrangements consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 ​ December 31, 2020 ​ ​ Debt Issuance ​ ​ Debt Issuance ​ ​ ​ Principal ​ Costs (1) ​ Total ​ Principal ​ Costs (1) ​ Total Revolving line of credit ​ $ 39,000 ​ $ — ​ $ 39,000 ​ $ — ​ $ — ​ $ — Term loan - current ​ ​ — ​ ​ — ​ ​ — ​ ​ 4,500 ​ ​ ( 156 ) ​ ​ 4,344 Other debt ​ ​ 141 ​ ​ — ​ ​ 141 ​ ​ — ​ ​ — ​ ​ — Total current debt ​ 39,141 ​ — ​ 39,141 ​ 4,500 ​ ( 156 ) ​ 4,344 Revolving line of credit ​ — ​ — ​ — ​ 5,000 ​ ( 174 ) ​ 4,826 Term loan - long-term ​ — ​ — ​ — ​ 25,586 ​ ( 889 ) ​ 24,697 Other debt ​ ​ 259 ​ ​ — ​ ​ 259 ​ ​ — ​ ​ — ​ ​ — Total long-term debt ​ ​ 259 ​ ​ — ​ ​ 259 ​ ​ 30,586 ​ ​ ( 1,063 ) ​ ​ 29,523 Total debt ​ $ 39,400 ​ $ — ​ $ 39,400 ​ $ 35,086 ​ $ ( 1,219 ) ​ $ 33,867 (1) Total debt issuance costs, include underwriter fees, legal fees and syndication fees and fees related to the execution of the Fourth, Fifth, Sixth, Seventh and Eighth Amendments to the Credit Agreement. Provisions of the revolving line of credit The Company has a maximum borrowing availability under the revolving line of credit and swingline loans (as defined in the Credit Agreement) of $ 50.0 million. There is a letter of credit sublimit that is equal to the lesser of $ 20.0 million and the aggregate unused amount of the revolving commitments then in effect. There is also a swingline sublimit equal to the lesser of $ 5.0 million and the aggregate unused amount of the revolving commitments then in effect. Revolving loans may be designated as Base Rate Loan or Adjusted LIBOR Rate Loans, at the Company’s request, and must be drawn in an aggregate minimum amount of $ 1.0 million and integral multiples of $ 250,000 in excess of that amount. Swingline loans must be drawn in an aggregate minimum amount of $ 250,000 and integral multiples of $ 50,000 in excess of that amount. The Company may convert, change, or modify such designations from time to time. The Company is subject to a commitment fee for the unused portion of the maximum borrowing availability under the revolving line of credit. The commitment fee, which is due quarterly in arrears, is equal to the Applicable Margin of the actual daily amount by which the Aggregate Revolving Commitments exceeds the Total Revolving Outstanding. The revolving line of credit termination date is the earlier of the Credit Facility termination date, July 31, 2023, or the date the outstanding balance is permanently reduced to zero, in accordance with the terms of the amended Credit Facility. The maturity date for amounts drawn under the revolving line of credit is the earlier of the Facility termination date of July 31, 2023, or the date the outstanding balance is permanently reduced to zero. As of December 31, 2021, the Company had $ 39.0 million of borrowings under the revolving line of credit. There were $ 1.7 million in outstanding letters of credit as of December 31, 2021, which reduced the maximum borrowing availability on the revolving line of credit to $ 9.3 million. During the year ended December 31, 2021, the Company drew down $ 53.0 F-23 Table of Contents million for general corporate purposes and made payments of $ 19.0 million on the revolving line of credit which resulted in a net increase of $ 34.0 million. Provisions of the term loan The original principal amount of $ 60.0 million for the term loan commitment was paid off in quarterly installment payments (as stated in the Credit Agreement). During the quarter ended June 30, 2021, the term loan component of the Credit Facility was fully extinguished, in part using proceeds of the sale of property in Tampa, Florida (see Note 6 ). The extinguishment of the term loan reduced the Company’s exposure to variability in interest rates and eliminated future loan amortization payment commitments. Concurrent with extinguishing the term loan, the Company canceled the remaining open position on its interest rate swap, resulting in a $ 1.3 million loss on the mark to market value of the swap at the date of termination. 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 quarter ended June 30, 2021. 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. Other debt The Company entered into a debt agreement with De Lage Landen Financial Services, Inc. for the purpose of financing a piece of equipment purchased. As of December 31, 2021, the carrying value of this debt is $ 0.4 million. The agreement is secured by the financed equipment asset and the debt is included as a component of current debt and long-term debt on the Consolidated Balance Sheets. Financial covenants Restrictive financial covenants under the Credit Facility include: • A minimum consolidated EBITDA requirement to not be less than the following during each noted period: - Fiscal Quarter Ending March 31, 2022 - $ 2.6 million. - Fiscal Quarter Ending June 30, 2022 - $ 7.7 million on a year-to-date basis. • A consolidated Leverage Ratio to not exceed the following during each noted period: - Fiscal Quarter Ending September 30, 2022 and each Fiscal Quarter thereafter, to not exceed 3.00 to 1.00. • A consolidated Fixed Charge Coverage Ratio to not be less than the following during each noted period: - Fiscal Quarter Ending December 31, 2022 and each Fiscal Quarter thereafter, to not be less than 1.25 to 1.00. ​ In addition, the Credit Facility contains events of default that are usual and customary for similar arrangements, including non-payment of principal, interest or fees; breaches of representations and warranties that are not timely cured; violation of covenants; bankruptcy and insolvency events; and events constituting a change of control. ​ During the fourth quarter of 2021, the Company initiated discussions with the lead bank due to concerns it would not be in compliance with financial covenants. The Company executed the Ninth Amendment during March 2022. With the execution of the aforementioned amendment, the Company obtained a waiver on the financial covenants as of December 31, 2021. ​ For further details of the Ninth Amendment, see Note 20 in the Notes to the Financial Statements. ​ Derivative Financial Instruments On September 16, 2015, the Company entered into a series of receive-variable, pay-fixed interest rate swaps to hedge the variability in the interest payments on 50 % of the aggregate principal amount of the Regions Term Loan outstanding, beginning with a notional amount of $ 67.5 million. There was a total of five sequential interest rate swaps to achieve the hedged position and each year on August 31, with the exception of the final swap, the existing interest rate swap was scheduled to expire and be immediately replaced with a new interest rate swap until the expiration of the final swap on July 31, 2020. On December 6, 2018, the Company entered into a sixth receive-variable, pay-fixed interest rate swap to hedge the variability of interest payments. The sixth swap began with a notional amount of $ 27.0 million on July 31, 2020 and hedged the variability in the interest payments on the aggregate scheduled principal amount of the Regions Term Loan outstanding. The sixth swap was scheduled to expire on July 31, 2023. At inception, these interest rate swaps were F-24 Table of Contents designated as cash flow hedges for hedge accounting, and as such, the effective portion of unrealized changes in market value were recorded in other comprehensive income (loss) and reclassified into earnings during the period in which the hedged forecasted transaction affects earnings. Gains and losses from hedge ineffectiveness were recognized in current earnings. Upon fully extinguishing the Term Loan during the quarter ended June 30, 2021, the Company canceled the remaining term of the sixth swap and no longer owns derivative financial instruments. ​ 12. Other Long-Term Liabilities ​ Other long-term liabilities at December 31, 2021 and 2020 consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 December 31, 2020 Sale-leaseback arrangement ​ $ 15,969 ​ $ 16,712 Deferred compensation ​ 2,759 ​ 2,818 Accrued liabilities expected to be covered by insurance ​ ​ 214 ​ 307 Total other long-term liabilities ​ $ 18,942 ​ $ 19,837 ​ Sale-Leaseback Arrangement On September 27, 2019, the Company entered into a purchase and sale agreement (the “Purchase and Sale Agreement”). Pursuant to the terms of the Purchase and Sale Agreement, the Company sold its 17300 & 17140 Market Street location in Channelview, Texas (the “Property”) for a purchase price of $ 19.1 million. Concurrent with the sale of the Property, the Company entered into a fifteen-year lease agreement (the “Lease Agreement”), whereby the Company will lease back the Property at an annual rental rate of approximately $ 1.5 million, subject to annual rent increases of 2.0 % . Under the Lease Agreement, the Company has two consecutive options to extend the term of the Lease by ten years for each such option. This transaction was recorded as a failed sale-leaseback. The Company recorded a liability for the amounts received, will continue to depreciate the non-land portion of the asset, and has imputed an interest rate so that the net carrying amount of the financial liability and remaining assets will be zero at the end of the initial lease term. Concurrently with the sale, the Company paid $ 18.2 million towards the Term loan portion of the Company’s Credit Facility, consistent with terms of the Sixth Amendment. ​ ​ F-25 Table of Contents 13. Income Taxes The following table presents the components of our consolidated income tax expense for the years ended December 31, 2021, 2020 and 2019: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Current Deferred Total Year ended December 31, 2021 ​ ​ ​ U.S. Federal ​ $ — ​ $ — ​ $ — State and local ​ 243 ​ $ ( 20 ) ​ $ 223 Foreign ​ 268 ​ 11 ​ 279 ​ ​ $ 511 ​ $ ( 9 ) ​ $ 502 Year ended December 31, 2020 ​ ​ ​ U.S. Federal ​ $ — ​ $ — ​ $ — State and local ​ 589 ​ $ 13 ​ $ 602 Foreign ​ 1,370 ​ 4 ​ 1,374 ​ ​ $ 1,959 ​ $ 17 ​ $ 1,976 Year ended December 31, 2019 ​ ​ ​ U.S. Federal ​ $ — ​ $ — ​ $ — State and local ​ 716 ​ $ 104 ​ $ 820 Foreign ​ 1,081 ​ ( 33 ) ​ 1,048 ​ ​ $ 1,797 ​ $ 71 ​ $ 1,868 ​ The Company’s income tax provision reconciles to the provision at the statutory U.S. federal income tax rate for each year ended December 31, as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2021 2020 2019 Statutory amount ​ $ ( 2,952 ) ​ $ 4,662 ​ $ ( 733 ) ​ Valuation allowance on foreign tax credits ​ 186 ​ 1,344 ​ 1,081 ​ State income tax, net of federal benefit ​ 44 ​ 792 ​ 991 ​ Permanent differences, other ​ 303 ​ 558 ​ 461 ​ Permanent differences, stock compensation ​ ( 262 ) ​ 328 ​ 311 ​ Valuation allowance, other ​ 3,108 ​ ( 5,795 ) ​ ( 166 ) ​ Other ​ 75 ​ 87 ​ ( 77 ) ​ Consolidated income tax provision ​ $ 502 ​ $ 1,976 ​ $ 1,868 ​ Consolidated effective tax rate ​ ( 3.6 ) % 8.9 % ( 53.5 ) % ​ In the year ended 2021, the Company’s effective tax rate differed from the statutory federal rate of 21 % primarily due to the valuation allowance related to the current year net loss. In the year ended 2020, the Company’s effective tax rate differed from the statutory federal rate of 21 % primarily due to the movement in the valuation allowance for current year activity, state income taxes and the non-deductibility of other permanent items. In the year ended 2019, the Company’s effective tax rate differed from the statutory federal rate of 21 % primarily due to the recording of an additional valuation allowance to offset net operating loss carryforwards and foreign tax credits generated during the period, foreign taxes, state income taxes and the non-deductibility of certain permanent items. ​ F-26 Table of Contents Deferred Taxes The Company’s deferred tax assets and liabilities are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Long Term ​ ​ As of December 31, ​ 2021 2020 Assets related to: ​ ​ Accrued liabilities ​ $ 1,568 ​ $ 1,058 Intangible assets ​ 2,510 ​ 2,818 Net operating loss carryforward ​ 11,966 ​ 10,259 Stock-based compensation ​ 326 ​ 377 Foreign tax credits ​ 3,968 ​ 3,782 Goodwill ​ 5,249 ​ 6,199 Leases ​ ​ 8,772 ​ ​ 10,235 Other ​ 2,040 ​ 1,518 Total gross deferred tax assets ​ 36,399 ​ 36,246 Less valuation allowance ​ ​ ( 15,443 ) ​ ​ ( 12,493 ) Total net deferred tax assets ​ ​ 20,956 ​ ​ 23,753 Liabilities related to: ​ ​ Depreciation and amortization ​ ( 20,700 ) ​ ( 23,308 ) Other ​ ( 384 ) ​ ( 582 ) Total deferred tax liabilities ​ ( 21,084 ) ​ ( 23,890 ) Net deferred tax liabilities ​ $ ( 128 ) ​ $ ( 137 ) ​ The Company has net operating loss carryforwards for federal income tax purposes of $ 30.2 million as of December 31, 2021, which are available to reduce future taxable income. The Company’s federal net operating losses arose after the 2017 tax year and can be carried forward for an indefinite period of time but are limited to offset 80 % of taxable income in any given year. The Company has state net operating losses of $ 124.3 million that expire beginning in 2027. A portion of the state losses that arose after the 2017 tax year may be carried forward indefinitely. Additionally, the Company has foreign tax credits of $ 4.0 million that can be carried forward for up to ten years . The Company has foreign tax credits that will expire next year. The Company assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to realize the existing deferred tax assets. The Company considers the scheduled reversal of deferred tax liabilities, available carryback periods, and tax-planning strategies in making this assessment. According to ASC subtopic 740-10, the Company’s history of losses is a significant piece of objective evidence. This objective evidence is weighed more heavily than the Company’s subjective positive evidence such as our estimated future taxable income and growth. Therefore, as of December 31, 2021, the Company continues to maintain a valuation allowance of $ 15.4 million. This valuation allowance increased by $ 3.0 million during the year ended December 31, 2021 primarily to offset net operating losses generated during the current period. Uncertain Tax Benefits The Company and its subsidiaries file consolidated federal income tax returns in the United States and also file in various states and foreign jurisdictions. With few exceptions, the Company remains subject to federal and state income tax examinations for the years of 2013-2021. As of December 31, 2021, the Company has recorded unrecognized tax benefits of $ 1.6 million for any uncertain tax positions. The Company does not expect that unrecognized tax benefits as of December 31, 2021 for certain federal income tax matters will significantly change over the next 12 months. The final outcome of these uncertain tax positions is not yet determinable. ​ F-27 Table of Contents The change in the total gross unrecognized tax benefits and prior year audit resolutions of the Company during the years ended December 31, 2021and 2020 are reconciled in the table below: ​ ​ ​ ​ ​ ​ ​ ​ ​ 2021 2020 Balance at beginning of the year ​ $ 1,614 ​ $ 1,614 Additions based on tax position related to current year ​ — ​ — Additions based on tax positions related to prior years ​ — ​ — Reductions based on tax positions related to current year ​ — ​ — Reductions based on tax positions related to prior years ​ — ​ — Settlements with tax authorities ​ — ​ — Lapse of statute of limitations ​ — ​ — Balance at end of the year ​ $ 1,614 ​ $ 1,614 ​ The Company’s policy is to recognize interest and penalties related to any unrecognized tax liabilities as additional tax expense. No interest or penalties have been accrued at December 31, 2021, 2020 and 2019. The Company believes it has appropriate and adequate support for the income tax positions taken and to be taken on its tax returns and that its accruals for tax liabilities are adequate for all open years based on an assessment of many factors including past experience and interpretations of tax law applied to the facts of each matter. Although the Company believes its recorded assets and liabilities are reasonable, tax regulations are subject to interpretation and tax litigation is inherently uncertain; therefore the Company’s assessments can involve both a series of complex judgments about future events and rely heavily on estimates and assumptions. Although the Company believes that the estimates and assumptions supporting its assessments are reasonable, the final determination of tax audit settlements and any related litigation could be materially different from that which is reflected in historical income tax provisions and recorded assets and liabilities. If the Company were to settle an audit or a matter under litigation, it could have a material effect on the income tax provision, net income, or cash flows in the period or periods for which that determination is made. Any accruals for tax contingencies are provided for in accordance with U.S. GAAP . The Company does not believe that its tax positions will significantly change due to any settlement and/or expiration of statutes of limitations prior to December 31, 2022. ​ 14. Earnings Per Share Basic earnings per share is based on the weighted average number of common shares outstanding during each period. Diluted earnings per share is based on the weighted average number of common shares outstanding as well as the effect of all dilutive common stock equivalents during each period net income is generated. For the years ended December 31, 2021, 2020 and 2019, the Company had 831,077 , 1,159,440 , and 1,636,656 , securities, respectively, that were potentially dilutive in earnings per share calculations. Such dilution is dependent on the excess of the market price of our stock over the exercise price and other components of the treasury stock method. The exercise price for certain stock options awarded by the Company exceeded the average market price of the Company’s common stock for the years ended December 31, 2021, 2020 and 2019. Such stock options are antidilutive and are not included in the computation of earnings per share for those periods. The following table reconciles the denominators used in the computations of both basic and diluted earnings per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ 2021 2020 2019 Basic: Weighted average shares outstanding 30,763,527 30,122,362 29,322,054 Diluted: Total basic weighted average shares outstanding 30,763,527 30,122,362 29,322,054 Effect of potentially dilutive securities: Common stock options — — — Total weighted average shares outstanding assuming dilution 30,763,527 30,122,362 29,322,054 ​ ​ ​ ​ F-28 Table of Contents 15. Stock-Based Compensation The Compensation Committee of the Company’s Board of Directors is responsible for the administration of the Company’s stock incentive plans, which include the balance of shares remaining under the 2011 Long Term Incentive Plan (the "2011 LTIP") and 2017 Long Term Incentive Plan (the "2017 LTIP"), which was approved by shareholders in May 2017 and authorized the maximum aggregate number of shares to be issued of 2,400,000 . In general, the Company’s 2017 LTIP provides for grants of restricted stock and stock options to be issued with a per-share price equal to the fair market value of a share of common stock on the date of grant. Option terms are specified at each grant date, but are generally are 10 years from the date of issuance. Options generally vest over a three to five year period. Restricted Stock The following table summarizes the restricted stock activity under the Company’s equity incentive plans : ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ Number ​ Average ​ ​ of ​ Fair Value ​ ​ Shares ​ Per Share Nonvested at January 1, 2019 417,941 ​ $ 7.04 Granted 757,012 ​ $ 2.52 Vested ( 585,754 ) ​ $ 3.74 Forfeited shares ( 72,627 ) ​ $ 6.05 Nonvested at December 31, 2019 516,572 ​ $ 4.29 Granted 1,038,044 ​ $ 2.76 Vested ( 496,797 ) ​ $ 2.87 Forfeited shares ( 107,383 ) ​ $ 7.13 Nonvested at December 31, 2020 950,436 ​ $ 3.04 Granted 916,531 ​ $ 4.58 Vested ( 690,676 ) ​ $ 3.43 Forfeited shares ( 234,232 ) ​ $ 4.22 Nonvested at December 31, 2021 942,059 ​ $ 3.97 ​ Independent directors receive equity compensation in the form of grants. In May 2021, the Company’s six independent directors each received equity compensation grants of 14,975 shares, with a fair value of $ 6.01 per share. In September 2021, the Company granted an independent director 18,215 shares of restricted common stock, which vested immediately on the date of grant. The fair value of all shares awarded on the date of grant was $ 5.49 . In May 2020, the Company’s six independent directors each received equity compensation grants of 39,823 shares, with a fair value of $ 2.26 per share. In January 2019, two new independent directors each received equity compensation grants of 8,427 shares, with a fair value of $ 4.45 per share. In May 2019, five of the Company’s independent directors each received equity compensation grants of 45,918 shares, with a fair value of $ 1.96 per share. In October 2019, a new independent director received an equity compensation grant of 14,218 shares, with a fair value of $ 4.22 per share. In May 2021, certain officers and executives of the Company were awarded 160,000 shares of restricted common stock with a vesting period of three years and a fair value of $ 6.01 per share. In September 2021, the Company granted an executive of the Company 9,901 shares of restricted common stock with a vesting period of three years and a fair value of $ 5.05 per share. In December 2021, certain officers and executives of the Company were awarded 139,000 shares of restricted common stock with a vesting period of three years and a fair value of $ 3.75 per share. In February 2020, the Company granted an executive of the Company 15,121 shares of restricted common stock, which vested immediately on the date of grant. The fair value of all shares awarded on the date of grant was $ 4.96 per share. In March 2020, certain officers and executives of the Company were awarded 170,235 shares of restricted common stock with a vesting period of three years and a fair value of $ 3.73 per share. In May 2020, certain officers and executives of the Company were awarded 100,000 shares of restricted common stock with a vesting period of three years and a fair value of $ 2.26 per share. In September 2020, the Company granted an executive of the Company 25,000 shares of restricted common stock with a vesting period of three years and a fair value of $ 2.58 per share. In December 2020, certain officers F-29 Table of Contents and executives of the Company were awarded 95,000 shares with a vesting period of three years and a fair value of $ 4.92 per share. In March 2019, the Company granted an executive of the Company 168,350 shares of restricted common stock, which vested one-third at March 31, June 30, and September 30, 2019, respectively. The fair value of all shares awarded on the date of the grant was $ 2.97 per share. In May 2019, certain officers and executives of the Company were awarded 62,500 shares with a vesting period of three years and a fair value of $ 1.96 per share. In July 2019, certain officers and executives of the Company were awarded 46,500 shares with a vesting period of three years and a fair value of $ 3.66 . In December 2019, certain officers and executives of the Company were awarded 31,500 shares with a vesting period of three years and a fair value of $ 5.08 per share. Performance Units In May 2021, the Company awarded certain executives 240,000 performance-based units. The performance-based units will potentially vest 100 % if the target is met, with 100 % of the units to be earned based on the achievement of an objective, tiered return on invested capital, measured over a three-year performance period. The Company evaluates the probability of achieving this each reporting period. The fair value of all units awarded on the date of the grant was $ 6.01 per unit. In May 2020, the Company awarded certain executives 300,000 performance-based units. The performance-based units will potentially vest 50 % if the target is met, with 25 % each vesting on the second and third anniversary of the determination that the target was met, with 100 % of the units to be earned based on the achievement of an objective, tiered return on invested capital, measured over a one-year performance period ending June 30,2021. The Company evaluates the probability of achieving this each reporting period. The fair value of all units awarded on the date of the grant was $ 2.26 per unit. In August 2021, the Company determined the performance-based units awarded in May 2020 vested near the outperformance level established above the target set based on the achievement of an objective, tiered return on invested capital, measured over a one-year performance period ending June 30, 2021. As a result, the executives earned an additional 259,565 performance-based units with a fair value of $ 2.26 , of which 50 % vested immediately on the date of determination and 25 % each will vest on the first and second anniversary of the date of determination. In May 2019, the Company awarded certain executives 187,500 performance-based units. The performance-based units will potentially vest 50 % if the target is met, with 25 % each vesting on the second and third anniversary of the grant, with 100 % of the units to be earned based on the achievement of an objective, tiered return on invested capital, measured over a one-year performance period. The fair value of all units awarded on the date of the grant was $ 1.96 per unit. In August 2020, the Company determined the performance-based units awarded in May 2019 vested at the outperformance level established above the target set based on the achievement of an objective, tiered return on invested capital, measured over a one-year performance period ending June 30, 2020. As a result, the executives earned an additional 93,750 performance-based units with a fair value of $ 1.96 , of which 50 % vested immediately on the date of determination and 25 % each will vest on the first and second anniversary of the date of determination. F-30 Table of Contents Stock Options The following table summarizes the stock option activity under the Company’s equity incentive plans: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Weighted ​ ​ ​ ​ ​ ​ Average ​ Average ​ ​ ​ ​ ​ Number ​ Exercise ​ Contractual ​ Aggregate ​ ​ of ​ Price ​ Life ​ Intrinsic ​ ​ Shares ​ Per Share ​ (Years) ​ Value Outstanding at January 1, 2019 1,664,781 ​ $ 8.31 ​ Exercised ( 7,021 ) ​ $ 4.94 ​ Forfeited ( 192,994 ) ​ $ 15.26 ​ Outstanding at December 31, 2019 1,464,766 ​ $ 7.41 ​ Forfeited ( 542,151 ) ​ $ 7.94 ​ Outstanding at December 31, 2020 922,615 ​ $ 7.10 ​ Exercised ( 28,546 ) ​ $ 3.86 ​ Forfeited ( 169,365 ) ​ $ 6.32 ​ Outstanding at December 31, 2021 724,704 ​ $ 7.41 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Vested and expected to vest at December 31, 2021 724,704 ​ $ 7.41 4.57 ​ $ — Exercisable at December 31, 2021 724,704 ​ $ 7.41 4.57 ​ $ — ​ For years ended December 31, 2021, 2020 and 2019, compensation expense related to stock based awards outstanding for the periods was $ 2.4 million, $ 2.0 million and $ 2.8 million, respectively. The Company applies a 3.2 % and 5.5 % forfeiture rate, which gets compounded over the vesting terms of the individual award, to its restricted stock and option grants, respectively, based on historical analysis. For the year ended December 31, 2021, expense related to the purchase of vested stock-based awards for certain officers of the Company was approximately $ 0.9 million. For the year ended December 31, 2020, expense related to the purchase of vested stock-based awards for certain officers of the Company was approximately $ 0.2 million. In the year ended December 31, 2021, the Company received proceeds of approximately $ 0.1 million upon the exercise of 28,546 options. In the year ended December 31, 2020, no stock options were exercised. In the year ended December 31, 2019, the Company received proceeds of less than $ 0.1 million upon the exercise of 7,021 options. As of December 31, 2021, total unrecognized compensation expense related to unvested stock was approximately $ 3.2 million, which is expected to be recognized over a period of approximately 2.2 years. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2021 2020 2019 Total intrinsic value of options exercised ​ $ 50 ​ $ — ​ $ — Total fair value of shares vested ​ $ 93 ​ $ 329 ​ $ 769 ​ ​ 16. Employee Benefits All of the Company’s marine segment employees except the Associate Divers, the Associate Tugmasters, and union employees in the Pacific Northwest, are eligible to participate in the Company’s 401(k) Retirement Plan after completing six months of service. Each participant may contribute between 1 % and 80 % of eligible compensation on a pre-tax basis, up to the annual IRS limit. The Company matches 100 % on the first 2 % of eligible compensation contributed to the Plan and 50 % on the next 2 % of eligible compensation contributed to the Plan. Participants’ contributions are fully vested at all times. Employer matching contributions vest over a four-year period. At its discretion, the Company may make additional matching and profit-sharing contributions. During the years ended December 31, 2021, 2020 and 2019 the Company contributed $ 1.4 million, $ 1.2 million and $ 1.3 million, respectively to the Plan. All of the Company’s concrete segment employees except Leads, Helpers, Laborers, Finishers, Formsetters, Carpenters, Rodbusters, Patchmen, Equipment Operators, Field Engineering Trainees and certain Highly Compensated Employees are eligible to participate in the AGC Southwest Chapters 401(k) Retirement Plan, a multiple employer plan, after completing three months of service. Each participant may contribute up to the annual IRS limit. The Company matches 50 % on the first 6 % of eligible compensation contributed to the Plan. Participants’ contributions are fully vested at all times. Employer matching contributions vest over a five-year period. At its discretion, the Company may make additional matching and F-31 Table of Contents profit-sharing contributions. During the year ended December 31, 2021, 2020 and 2019, the Company contributed $ 0.9 million, less than $ 0.1 million and $ 0.1 million, respectively. The Company contributes to several multi-employer defined pension plans under the terms of collective-bargaining agreements that cover its union-represented employees. Risks of participating in these multi-employer plans are different from single-employer plans in the following aspects: ● Assets contributed to the multi-employer plan by one employer may be used to provide benefits to employees of other participating employers; ● If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers; and ● If the Company chooses to stop participating in its multi-employer plans, it may be required to pay a withdrawal liability based on the underfunded status of the plan. The following table presents the Company’s participation in these plans: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pension Protection ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Expiration ​ ​ ​ ​ Act ("PPA") ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ of ​ ​ Employer ​ Certified Zone Status ​ FIP/RP ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Collective ​ ​ Identification ​ (1) ​ Status ​ Contributions ​ Surcharge ​ Bargaining Pension Trust Fund ​ Number ​ 2021 ​ 2020 ​ P/I (2) ​ 2021 ​ 2020 ​ 2019 ​ Imposed ​ Agreement International Union of Operating Engineers - Employers Construction Industry Retirement Plan - Local 302 and 612 Trust Funds 91-6028571 Green Green N/A $ 1,297 $ 2,480 $ 3,021 — 2022 Washington Laborers ​ 91-6022315 ​ Green ​ Green ​ N/A ​ $ 244 ​ $ 236 ​ $ 30 ​ — ​ 2023 Carpenters Retirement Plan of Western Washington 91-6029051 Green Green N/A ​ $ 1,700 ​ $ 1,898 ​ $ 695 — 2022 Cement Masons & Plasterers Trust Funds ​ 91-6066773 ​ Green ​ Green ​ N/A ​ $ 32 ​ $ 39 ​ $ 2 ​ — ​ 2023 Washington-Idaho-Montana Carpenters-Employers Retirement Trust Fund ​ 91-6123987 ​ Yellow ​ Yellow ​ I ​ $ — ​ $ — ​ $ 36 ​ — ​ 2021 Engineers - AGC Retirement Trust of the Inland Empire ​ 91-6070237 ​ Yellow ​ Yellow ​ I ​ $ — ​ $ — ​ $ 20 ​ — ​ 2021 Western Conference of Teamsters Pension Trust Fund ​ 91-6145047 ​ Green ​ Green ​ N/A ​ $ 44 ​ $ 15 ​ $ — ​ — ​ 2023 Alaska Carpenters Trust Fund 92-0120866 Yellow Yellow I ​ $ — ​ $ 271 ​ $ 377 — 2021 Alaska Laborers Trust Fund 91-6028298 Yellow Yellow I ​ $ — ​ $ 226 ​ $ 552 — 2023 (1) The most recent PPA zone status available in 2021 and 2020 is for the plan’s year end during 2020 and 2019, respectively. Zone status is based on information received from the plan and is indicative of the plans funding status. Among other factors, plans in the red zone are generally less than 65 percent funded, plans in the orange zone are less than 80 percent funded and have an Accumulated Funding Deficiency in the current year or projected into the next six years, plans in the yellow zone are less than 80 percent funded, and plans in the green zone are at least 80 percent funded. (2) The FIP/RP Status P/I column indicates plans for which a financial improvement plan ("FIP") or a rehabilitation plan ("RP") is either pending ("P"), or implemented ("I"). There are currently no plans to withdraw from any of the multi-employer plans in which the Company participates. ​ 17. Commitments and Contingencies On August 21, 2020, a Company dredge, the Waymon L. Boyd, was consumed by a fire while working on a project in the Port of Corpus Christi. Five crewmembers were killed, several more were injured, some seriously, and the vessel was declared a total loss. This incident also resulted in the discharge of approximately 18,000 gallons of oil, diesel fuel and contaminated water into the Corpus Christi Ship Channel, all of which was promptly cleaned up. The Company has fully cooperated with the U.S. Coast Guard, the Port of Corpus Christi Authority, and the National Transportation Safety Board, among others, while they investigated the cause of this incident. The National Transportation Safety Board named the Company as a party of interest in their investigation. A total of eight separate lawsuits were filed against the Company by certain crewmembers or their heirs under the general maritime law and the Jones Act. In response thereto, the Company filed an action in the U.S. District Court for the Southern District of Texas that requested consolidation of the lawsuits for procedural purposes since they all arose out of the same occurrence and sought exoneration from or limitation of liability relating to the foregoing incident as provided for in the federal rules of procedure for maritime claims. The Limitation Court set a deadline of February 17, 2021 by which all claims were required to be filed and as of the Court’s deadline, thirteen persons, estates and/or entities filed claims in the Limitation for personal injuries, death, property damages and business interruption, loss of profit, loss of use of natural resources and other economic damages for unspecified economic F-32 Table of Contents and compensatory damages. The Company then filed a Default Motion with the Court which was granted on April 8, 2021 that barred the filing of any further claims. Applicable accounting guidance under ASC 450 required the Company to recognize a loss if the loss is determined to be probable and reasonably estimable. As of December 31, 2021, we have recognized $ 206.7 million in total liabilities with respect to this incident, which includes approximately $ 192.0 million paid by the Company to date (including full settlements with 17 of the 18 crewmembers and wreck removal costs), and accruals totaling approximately $ 14.6 million for outstanding claims. Since the end of the year the remaining crewmember claim has been settled, funded, and reimbursed, and the remaining property damages claim has settled, with funding and reimbursement pending. Thus, all claims arising from the August 21, 2020 incident have been settled within insurance coverage limits, the carriers of such insurance have reimbursed the Company $ 189.6 million, to date, and the Company remains confident that it otherwise has adequate vessels, equipment, and personnel to fulfill all ongoing, booked and reasonably foreseeable work. In addition, the Company is involved in various other legal and other proceedings which are incidental to the conduct of its business, none of which in the opinion of management will have a material effect on the Company’s financial condition, results of operations or cash flows. Management believes that it has recorded adequate accrued liabilities and believes that it has adequate insurance coverage or has meritorious defenses for these other claims and contingencies. A legal matter was settled in the Company’s favor for $ 5.5 million during the first quarter of 2018. Settlement amounts were recorded in Other gain from continuing operations in the Condensed Consolidated Statement of Operations, Prepaid expenses and other (current portion of the notes receivable) and Other non-current assets (non-current portion of the notes receivable) in the Condensed Consolidated Balance Sheets. As of December 31, 2021, the current portion of the notes receivable was $ 0.8 million and the non-current portion was $ 1.1 million, net of $ 0.1 million of unamortized discount. Legal fees related to this matter were expensed as incurred during the respective reporting period. 18. Segment Information The Company currently operates in two reportable segments: marine and concrete. The Company’s financial reporting systems present various data for management to run the business, including profit and loss statements prepared according to the segments presented. Management uses operating income to evaluate performance between the two segments. Segment information for the periods presented is provided as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2021 ​ 2020 ​ 2019 Marine ​ ​ ​ ​ ​ ​ ​ ​ Contract revenues ​ $ 263,915 ​ $ 388,173 ​ $ 369,138 Operating income ​ 5,760 ​ 29,815 ​ 12,841 Depreciation and amortization expense ​ ( 17,287 ) ​ ( 18,369 ) ​ ( 19,889 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total assets ​ $ 236,773 ​ $ 290,372 ​ ​ ​ Property and equipment, net ​ 93,383 ​ 109,298 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Concrete ​ ​ ​ Contract revenues ​ $ 337,445 ​ $ 321,769 ​ $ 339,252 Operating income ​ ( 15,077 ) ​ ( 3,229 ) ​ ( 10,648 ) Depreciation and amortization expense ​ ( 8,143 ) ​ ( 8,848 ) ​ ( 8,519 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total assets ​ $ 114,977 ​ $ 123,817 ​ ​ ​ Property and equipment, net ​ 13,271 ​ 16,199 ​ ​ ​ ​ In connection with the preparation of the financial statements for the year ended December 31, 2021, the Company has identified and corrected certain immaterial errors in segment reporting for all periods presented. Specifically, certain corporate overhead costs previously recorded to the marine segment as part of operating income (loss) and allocated from the marine segment to the concrete segment below operating income in the other income (expense) line have been allocated from the marine segment to the concrete segment as part of the determination of operating income for each segment. These corrections resulted in an offsetting change in operating income (loss) for each segment of $ 12.9 million and $ 11.8 million for the years ended December 31, 2020 and December 31, 2019, respectively. F-33 Table of Contents There was less than $ 0.1 million in intersegment revenues between the Company’s two reportable segments for the year ended December 31, 2021. There were $ 2.8 million in intersegment revenues between the Company’s two reportable segments for the year ended December 31, 2020. The marine segment had foreign revenues of $ 2.9 million and $ 12.5 . million, respectively, for the years ended December 31, 2021 and 2020. These revenues are derived from projects in the Caribbean Basin and Mexico and are paid primarily in U.S. dollars. There was no foreign revenue for the concrete segment. ​ 19. Leases ​ The Company has operating and finance leases for office space, equipment and vehicles. Leases recorded on the balance sheet consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ December 31, December 31, Leases ​ 2021 2020 Assets ​ ​ ​ ​ ​ Operating lease right-of-use assets, net (1) ​ $ 14,686 $ 18,874 Financing lease right-of-use assets, net (2) ​ 14,561 12,858 Total assets ​ $ 29,247 $ 31,732 Liabilities ​ Current ​ Operating ​ $ 3,857 $ 4,989 Financing ​ 3,406 3,901 Total current ​ 7,263 8,890 Noncurrent ​ Operating ​ 11,637 14,537 Financing ​ 10,908 8,376 Total noncurrent ​ 22,545 22,913 Total liabilities ​ $ 29,808 $ 31,803 (1) Operating lease right-of-use assets are recorded net of accumulated amortization of $ 9.5 million and $ 9.0 million as of December 31, 2021 and 2020, respectively. (2) Financing lease right-of-use assets are recorded net of accumulated amortization of $ 2.7 million and $ 6.4 million as of December 31, 2021 and 2020, respectively. Other information related to lease term and discount rate is as follows: ​ ​ ​ ​ ​ ​ ​ December 31, December 31, ​ 2021 2020 Weighted Average Remaining Lease Term (in years) ​ ​ Operating leases 4.90 ​ 5.25 ​ Financing leases 4.70 ​ 4.96 ​ Weighted Average Discount Rate ​ ​ ​ ​ Operating leases 4.75 % 4.73 % Financing leases 4.28 % 4.46 % ​ The components of lease expense are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2021 2020 2019 Operating lease costs: ​ ​ ​ ​ Operating lease cost ​ $ 5,814 ​ $ 6,430 ​ $ 6,930 Short-term lease cost (1) ​ 1,607 ​ 3,871 ​ 2,001 Financing lease costs: ​ ​ ​ Interest on lease liabilities ​ 491 ​ 548 ​ 362 Amortization of right-of-use assets ​ 2,822 ​ 3,324 ​ 2,312 Total lease cost ​ $ 10,734 ​ $ 14,173 ​ $ 11,605 (1) Includes expenses related to leases with a lease term of more than one month but less than one year. F-34 Table of Contents Supplemental cash flow information related to leases is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2021 ​ 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: ​ ​ ​ ​ ​ ​ ​ ​ Operating cash flows for operating leases $ 5,666 ​ $ 6,262 ​ $ 6,887 Operating cash flows for finance leases $ 491 ​ $ 548 ​ $ 362 Financing cash flows for finance leases $ 3,035 ​ $ 3,619 ​ $ 2,906 Non-cash activity: ​ ​ ​ ROU assets obtained in exchange for new operating lease liabilities $ 1,567 ​ $ 7,829 ​ $ 25,743 ROU assets obtained in exchange for new financing lease liabilities $ 7,318 ​ $ 11,270 ​ $ 1,021 ​ Maturities of lease liabilities are summarized as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating Leases ​ Finance Leases Year ending December 31, ​ ​ ​ ​ ​ ​ 2022 ​ $ 4,495 ​ $ 3,990 2023 ​ 3,666 ​ 3,134 2024 ​ 2,838 ​ 2,574 2025 ​ 2,354 ​ 1,968 2026 ​ 1,730 ​ 2,105 Thereafter ​ 2,359 ​ 2,322 Total future minimum lease payments ​ 17,442 ​ 16,093 Less - amount representing interest ​ 1,948 ​ 1,779 Present value of future minimum lease payments ​ 15,494 ​ 14,314 Less - current lease obligations ​ 3,857 ​ 3,406 Long-term lease obligations ​ $ 11,637 ​ $ 10,908 ​ ​ 20. Subsequent Event ​ ​ ​ During the fourth quarter of 2021, the Company initiated discussions with the lead bank due to concerns it would not be in compliance with financial covenants. The Company executed the Ninth Amendment during March 2022. With the execution of the aforementioned amendment, the Company obtained a waiver on the financial covenants as of December 31, 2021. ​ This amendment to the Credit Agreement will among other things, waive covenant defaults, reset the revolver limit, implement an anti-cash hoarding provision and institute temporary covenant requirements. As of the execution date, the amendment will require a minimum consolidated EBITDA of $ 2.6 million in the first quarter of 2022 and a minimum consolidated EBITDA of $ 7.7 million in the second quarter of 2022 on a year-to-date basis. The consolidated leverage ratio requirement will be reinstated at not to exceed 3.00 times in the third quarter of 2022. The consolidated fixed charge coverage ratio requirement will be reinstated at not to be less than 1.25 times in the fourth quarter of 2022. Additionally, as of the execution date, the amendment will reduce the commitment on the revolving line of credit to $ 42.5 million. With the execution of the Ninth Amendment, the existing Credit Facility will be treated as a modification of debt and accounted for under the guidelines of ASC 470-50, Debt, Modifications and Extinguishments. The new debt issuance costs of approximately $ 1.0 million, inclusive of appraisal and bank consulting fees, related to the execution of the Ninth Amendment will be amortized through the maturity date. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ F-35 Table of Contents ORION GROUP HOLDINGS, INC. SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (Dollars in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at the Charged to ​ ​ Balance at the ​ ​ Beginning of ​ Revenue, Cost ​ ​ ​ End of Description ​ the Period ​ or Expense ​ Deduction ​ the Period Year ended December 31, 2019 ​ ​ ​ ​ ​ ​ ​ ​ Allowance for credit losses ​ $ 4,280 ​ $ — ​ $ 1,680 ​ $ 2,600 Reserve for losses on uncompleted contracts ​ $ 22,770 ​ $ 2,455 ​ $ 14,300 ​ $ 10,925 Year ended December 31, 2020 ​ ​ ​ ​ Allowance for credit losses ​ $ 2,600 ​ $ ( 487 ) ​ $ 1,702 ​ $ 411 Reserve for losses on uncompleted contracts ​ $ 10,925 ​ $ 543 ​ $ 9,995 ​ $ 1,473 Year ended December 31, 2021 ​ ​ ​ ​ Allowance for credit losses ​ $ 411 ​ $ — ​ $ 88 ​ $ 323 Reserve for losses on uncompleted contracts ​ $ 1,473 ​ $ 33 ​ $ 1,472 ​ $ 34 ​ ​ ​ F-36