What changed in this filing

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Item 1. Business

2025-03-06 compared with 2024-03-01 · 47 added, 36 removed, 258 unchanged (24% of the section changed)

1 unchanged sentence

Orion Group Holdings, Inc.

and subsidiaries, is a leading specialty construction company serving the infrastructure, industrial, and building sectors, providing services both on and off the water in the continental United States, Alaska, Hawaii, Canada and the Caribbean Basin through its marine segment and its concrete segment.

Our marine segment provides construction and dredging services including marine transportation facility construction, marine pipeline construction, marine environmental structures construction, dredging of waterways, channels and ports, environmental dredging, design, and specialty services related to marine construction, fabrication, and dredging.

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Orion Group Holdings, Inc.

is a Delaware corporation.

The common stock of Orion Group Holdings, Inc.

is listed on the New York Stock Exchange under the symbol ORN.

is a Delaware corporation and its common stock is listed on the New York Stock Exchange under the symbol ORN.

Unless the context otherwise requires, all references herein to “Orion,” the “Company,” the “Registrant,” “we,” “us,” or “our” refer to Orion Group Holdings, Inc.

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Strategic acquisitions have enhanced our operational capabilities, provided us with a larger geographic base, and added to our equipment fleet.

Today we are focused on becoming the leading specialty construction and engineering company in the infrastructure, industrial, and building sectors and will continue to seek growth opportunities through greenfield expansion, acquisitions, vertical integration, and diversification.

Today we are focused on becoming a leading specialty construction and engineering company in the infrastructure, industrial, and building sectors and will continue to seek growth opportunities through greenfield expansion, acquisitions, vertical integration, and diversification.

Services Provided

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and other marine-based facilities.

These projects typically require the positioning and installation of steel or concrete fabrication dock or mooring structures designed for durability and longevity, and involve driving piles of concrete, pipe or sheet pile to provide a foundation for the port facility structure that we subsequently construct on the

We also provide on-going maintenance and repair, inspection services, emergency repair, and demolition and salvage services to such facilities.

Our marine pipeline service projects generally include the installation and removal of underwater buried pipeline transmission lines;

Our marine pipeline service projects generally include the installation or removal of underwater buried pipeline transmission lines;

installation of pipeline intakes and outfalls for industrial facilities;

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Concrete Construction Services

Our concrete construction services have been involved in thousands of successful commercial projects – both simple and complex – in the broader Texas market, including Houston, Dallas and Fort Worth where we continue to operate, as well as Austin and San Antonio where we are in the process of winding down our operations.

Our concrete construction services have been involved in thousands of successful commercial projects – both simple and complex – in the broader Texas market, including Houston, Dallas and Fort Worth where we continue to operate, and we have recently expanded operations to other states in partnership with general contractors with which we work.

Our portfolio of commercial projects includes warehouse and distribution, medical, retail, education, office buildings, multi-family, religious, industrial and community projects – nearly the full spectrum of commercial construction projects.

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We provide our services to similar customers, or in some cases, the same customers, across the markets served by our business.

Our marine segment customers are from time to time in diverse end markets, including port expansion and maintenance, bridges, causeways and other marine infrastructure, the recreational waterside industry, the U.S.

We serve marine segment customers in diverse end markets, including port expansion and maintenance, bridges, causeways and other marine infrastructure, the recreational waterside industry, the U.S.

Department of Defense, the energy industry, coastal protection and reclamation, along with hurricane restoration and repair and environmental remediation.

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The Department of Defense and Homeland Security

Navy has the responsibility for the maintenance of 40 facilities in the United States, which includes a significant amount of marine infrastructure.

Navy has the responsibility for the maintenance of approximately 40 naval facilities in the United States, which includes a significant amount of marine infrastructure.

We believe the U.S.

Navy will continue to maintain strategic facilities, including required maintenance and upgrades to its marine facility infrastructure.

The US Navy is allocating significant funding to the Pacific Deterrence Initiative to safeguard US interests.

The $2.8 billion joint venture to construct a dry dock for nuclear submarines at Pearl Harbor represents the largest construction project in US Navy history to date.

However, the Navy has outlined plans for a larger investment to modernize the Puget

Sound Naval Shipyard and other marine facilities in the Pacific.

With an established presence in the Pacific Northwest and recent expansion into Hawaii, the company is positioned to support the ongoing infrastructure investments in the region.

Coast Guard maintains more than 50,000 federal aids to navigation, which include buoys, lighthouses, day beacons, and radio-navigation signals.

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Concrete Segment

We provide our services to different customers across the markets served by our business.

We provide our services to owners, developers and general contractors across the markets served by our business.

Our customers in the concrete segment are in diverse end markets such as industrial, institutional, commercial real estate, and recreational developments.

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Additionally, as population and suburban areas grow, so does the continued need for medical and educational facilities.

Data centers are critical infrastructure for Artificial Intelligence (AI), and the number of data centers is projected to double within the next year.

North Texas ranks second among U.S.

markets by data center inventory.

The company is pursuing data center projects in Utah, Arizona, and Nevada, leveraging relationships with general contractors in those states.

The company’s experience, quality of work, and safety record support its capabilities in this sector.

For the past two years, the company has reported zero lost time incidents, reflecting a safety culture focused on ensuring workers return home safely each day.

Structural developments

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Retail developments

As population continues to grow, so does the need for retail developments, such as grocery stores, shopping malls, restaurants, free standing retail outlets, and other entertainment venues.

As our population continues to grow, so does the need for retail developments, such as grocery stores, shopping malls, restaurants, free standing retail outlets, and other entertainment venues.

Recreational developments

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Most projects are competitively bid, with the award typically going to the lowest qualified bidder.

Our customer base shifts from time to time depending on the types of projects we bid, and are ultimately successful on obtaining.

Our customer base shifts from time to time depending on the types of projects we bid, and are ultimately successful obtaining.

The following table represents contract revenue (in thousands) and concentrations of contract revenue by type of customer for the years ended December 31, 2024, 2023 and 2022.

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Total contract revenues

We do not believe that the loss of any one customer would have a material adverse effect on our operations since no single customer sustains a large portion of our contract revenue over time.

Fluctuations in Quarterly Results

With the exception of the Unites States Navy, the Company does not believe that the loss of any one of its customers would have a material adverse effect on the Company or its subsidiaries and affiliates since no single specific customer besides the United States Navy sustains such a large portion of contract revenue over time.

On March 10, 2023, the United States Navy awarded the Dragados/Hawaiian Dredging/Orion Joint Venture a $2.8 billion contract to complete the construction of a dry dock at Pearl Harbor Naval Shipyard.

The Company’s portion of work as a dedicated subcontractor totals $450.2 million.

For the fiscal years ended December 31, 2024 and 2023, the Company’s revenue related to the joint venture subcontract was approximately $199.4 million and $90.5 million, respectively.

Our quarterly revenues and results of operations may fluctuate significantly depending upon the mix, size, scope, and progress schedules of our projects under contract, permitting, weather or other delays, the productivity of our labor force and the utilization of our equipment.

These factors, as well as others, affect the rate at which revenue is recognized as projects are completed.

These factors, as well as others, affect the rate at which revenue is recognized as projects are performed.

In our marine segment, we compete with several regional marine construction services companies and a few national marine construction services companies.

1 unchanged sentence

flagged vessels under the Jones Act.

If these efforts were to be successful, it could result in significantly increased competition and have a material adverse effect on our marine segment business, results of operations, cash flows or financial condition.

If these efforts were to be successful, it could result in significantly increased competition.

From time to time, we compete with certain national land-based heavy civil contractors.

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We maintain general and excess liability, construction equipment, workers’ compensation and other forms of insurance;

all in amounts adequate for our operating needs and consistent with industry practice.

all in amounts we believe adequate for our operating needs and consistent with industry practice.

In connection with both segments of the business, we often are required to provide various types of surety bonds that provide security for our performance under certain public and private sector contracts.

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The capacity of the surety market is subject to market-driven fluctuations driven primarily by the level of surety industry losses and the degree of surety market consolidation.

Although we do not believe that fluctuations in surety market capacity have significantly affected our ability to grow our business, there is no assurance that it will not significantly affect our ability to obtain new contracts in the future.

The bonds we provide typically are for the contract amount of the project.

At December 31, 2023, the capacity under our current bonding arrangement was at least $750 million, with approximately $575 million of projects being bonded.

At December 31, 2024, the capacity under our current bonding arrangement was at least $1.1 billion, with approximately $588 million of projects being bonded.

We believe our strong balance sheet and working capital position will allow us to continue to access our bonding capacity.

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We believe that we are in material compliance with applicable regulatory requirements and have all material licenses required to conduct our operations.

The following is a discussion of the environmental laws and regulations that could have a material effect on our marine and concrete construction services.

Environmental Matters

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We believe that compliance with existing federal, state and local environmental laws and regulations will not have a material adverse effect on our business, results of operations, or financial condition.

We could be affected by future laws or regulations.

As a result, there can be no assurance as to the amount or timing of future expenditures for environmental compliance or remediation, and actual future expenditures may be different from the amounts we currently anticipate.

The following is a discussion of the environmental laws and regulations that could have a material effect on our marine and concrete construction services.

Waste Management

5 unchanged sentences

Such classes of persons include the current and past owners or operators of sites where a hazardous substance was released, and companies that disposed or arranged for the disposal of hazardous substances at offsite locations, such as landfills.

CERCLA authorizes the EPA, and in some cases third parties, to take actions in response to threats to the public health or the

environment and to seek to recover from the responsible classes of persons the costs they incur.

CERCLA authorizes the EPA, and in some cases third parties, to take actions in response to threats to the public health or the environment and to seek to recover from the responsible classes of persons the costs they incur.

Under CERCLA, such persons may be subject to joint and several liability for the costs of cleaning up the hazardous substances that have been released into the environment, for damages to natural resources and for the costs of certain health studies.

18 unchanged sentences

The applicability of these restrictions and requirements is based on size and type of vessel, and they apply only to a minority of our vessels.

We, nevertheless, are implementing such restrictions and requirements with respect to our vessels which are subject thereto, and we do not anticipate that such regulations or the associated permit terms, restrictions and requirements will adversely impact our business and results of operations.

We, nevertheless, are implementing such restrictions and requirements with respect to our vessels which

are subject thereto, and we do not anticipate that such regulations or the associated permit terms, restrictions and requirements will adversely impact our business and results of operations.

Air Emissions

The Clean Air Act (“CAA”) and comparable state laws restrict the emission of air pollutants from many sources, including paint booths, and may require pre-approval for the construction or modification of certain facilities expected to produce air emissions, impose stringent air permit requirements, or require the utilization of specific equipment or technologies to control emissions.

The Clean Air Act (“CAA”) and comparable state laws restrict the emission of air pollutants from many sources, including paint booths.

The CAA may require pre-approval for the construction, operation or modification in some instances of facilities expected to produce air emissions, impose stringent air permit requirements, or require the utilization of specific equipment or technologies to control emissions.

We believe that our operations are in substantial compliance with the CAA.

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Additionally, our dredging operations in Florida are impacted by limitations for placement of dredge spoil materials on designated spoil disposal islands, from April through August of each year, when the islands are inhabited by nesting colonies of protected bird species.

Further, restrictions on work during the Whooping

Crane nesting period in the Aransas Pass National Wildlife Refuge from October 1 through April 15 each year and during the non-dormant grass season for sea grass in the Laguna Madre from March 1 through November 30 each year impact our construction operations in the Texas Gulf Coast area.

Further, restrictions on work during the Whooping Crane nesting period in the Aransas Pass National Wildlife Refuge from October 1 through April 15 each year and during the non-dormant grass season for sea grass in the Laguna Madre from March 1 through November 30 each year impact our construction operations in the Texas Gulf Coast area.

We plan our operations and bidding activity with these restrictions and limitations in mind, and they have not materially hindered our business in the past.

However, these and other restrictions may affect our ability to obtain work or to complete our projects on time in the future.

In addition, while we believe that we are in material compliance with the ESA, the discovery of previously unidentified endangered species could cause us to incur additional costs or become subject to operating restrictions or bans in the affected area.

Climate Change

Congress may consider legislation to reduce emissions of greenhouse gases in response to climate change concerns.

In addition, several states have declined to wait on Congress to develop and implement climate control legislation and have already taken legal measures to reduce emissions of greenhouse gases.

Passage of climate control legislation or other regulatory initiatives by Congress or various states, or the adoption of regulations by the EPA and analogous state agencies that restrict emissions of greenhouse gases in areas in which we conduct business could have an adverse effect on our operations and demand for our services.

Human Capital Management

1 unchanged sentence

Our concrete segment had 1,031 employees, 175 of whom were full-time salaried personnel and most of the remainder were hourly personnel.

Our corporate shared services had 120 employees, 89 of whom were full-time salaried personnel and most of the remainder were hourly personnel.

From time to time, we hire additional employees for certain large projects and, subject to local market conditions, additional crew members are generally available for hire on relatively short notice.

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Employees represented by collective bargaining agreements represent approximately 5.25% of our total workforce.

Orion Group Holdings integrates safety into all aspects of its operations, emphasizing proactive risk mitigation, continuous training, and shared employee responsibility.

The company’s safety performance has been recognized at both national and regional levels.

In 2024, Orion’s Marine team in the Pacific Northwest was a top three finalist in the Associated General Contractors (AGC) Construction Safety Excellence Awards (CSEA).

The Pacific Marine team received the AGC Washington Safety Award, while the Atlantic Marine team was awarded the 2024 FTBA Safety Excellence Award from the Florida Transportation Builders Association.

Orion’s Concrete segment received multiple safety awards in 2024 from the American Society of Concrete Contractors, AGC of Houston, and the Liberty Mutual Insurance Company’s Gold Safety Award for Outstanding Safety Performance.

Orion continues to invest in safety technologies, training programs, and employee engagement initiatives to maintain workplace safety and accountability.

Financial Information About Geographic Areas

We are a project-driven marine and concrete contractor, and our operations represent two reportable segments for financial reporting.

Our business is primarily conducted along the coastal regions of the United States, including Alaska and Hawaii, for our marine segment and in the metropolitan areas of Texas for our concrete segment.

Revenues generated from our marine segment outside the United States, primarily in the Caribbean Basin and Mexico, totaled 5.1%, 0.9% and 0.5% of total revenues for the years ended December 31, 2023, 2022 and 2021, respectively.

Our business is primarily conducted along the coastal regions of the United States, including Alaska and Hawaii, for our marine segment and in Texas and Florida for our concrete segment.

Revenues generated from our marine segment

outside the United States, primarily in the Caribbean Basin, totaled 7.4%, 5.1% and 0.9% of total revenues for the years ended December 31, 2024, 2023 and 2022, respectively.

Our long-lived assets are substantially located in the United States.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business