What changed in this filing

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Item 9A. Controls and Procedures

2025-03-06 compared with 2024-03-01 · 213 added, 149 removed, 982 unchanged (27% of the section changed)

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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, 2023 using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal control - An Integrated Framework (“2013 Framework”).

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, 2024 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, 2024 at the reasonable assurances level.

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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 Proxy Statement.

The information required by Items 407(c)(3), (d)(4) and (d)(5) and 408(b) of Regulation S-K is hereby incorporated by reference from our Proxy Statement.

EXECUTIVE COMPENSATION

The information required by Items 402, 407(e)(4) and 407(e)(5) is hereby incorporated by reference from our Proxy Statement.

The information required by Items 402, 407(e)(4) and 407(e)(5) of Regulation S-K is hereby incorporated by reference from our Proxy Statement.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this Item is hereby incorporated by reference from our Proxy Statement.

The information required by Item 404 of Regulation S-K is hereby incorporated by reference from our Proxy Statement.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item is hereby incorporated by reference from our Proxy Statement.

The information required by Item 9(e) of Schedule 14A is hereby incorporated by reference from our Proxy Statement.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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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.

Employment Agreement dated January 1, 2015 between Orion Marine Group, Inc.

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.

First Amendment, effective April 1, 2017, to Employment Agreement by and between Orion Group Holdings, Inc.

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.

Second Amendment, effective June 5, 2018, to Employment Agreement by and between Orion Group Holdings, Inc.

Third Amendment, effective June 19, 2019, to Employment Agreement by and between Orion Group Holdings, Inc.

Fourth Amendment to Employment Agreement by and between Orion Group Holdings, Inc.

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.

2022 Long-Term Incentive Plan (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 May 24, 2022 (File No.

Amendment No.

1 to Orion Group Holdings, Inc.’s 2022 Long-Term Incentive Plan (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 May 17, 2024 (File No.

Orion Group Holdings, Inc.

Employee Stock Purchase Plan (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 17, 2024 (File No.

Form of Restricted Stock Agreement under the 2022 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on April 26, 2024 (File No.

Form of Performance Unit Agreement under the 2022 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on April 26, 2024 (File No.

Employment Offer Letter dated August 15, 2022 between Orion Group Holdings, Inc.

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and Gordon Scott Thanisch (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 August 31, 2022 (File No.

Land Sale Contract, dated February 20, 2024, by and between a subsidiary of Orion Group Holdings, Inc.

and Brixx Technologies LLC (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 February 20, 2024 (File No.

Loan Agreement dated as of May 15, 2023 among Orion Group Holdings, Inc.

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(incorporated herein by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission on March 1, 2024 (File No.

Amendment No.

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Letter Agreement, dated July 31, 2023, by and between Peter R.

Buchler and Orion Group Holdings, Inc.

(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 August 4, 2023 (File No.

(incorporated herein by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission on March 1, 2024 (File No.

Amendment No.

3, dated April 24, 2024 to the Loan Agreement dated as of May 15, 2023 among Orion Group Holdings, Inc.

and certain of its subsidiaries from time to time party hereto as borrowers, the entities from time to time party hereto, as Lenders, White Oak Commercial Finance, LLC, as Administrative Agent and Collateral Agent (incorporated herein by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, filed with the Securities and Exchange Commission on April 26, 2024 (File No.

Amendment No.

4, dated June 28, 2024, to the Loan Agreement dated as of May 15, 2023 among Orion Group Holdings, Inc.

and certain of its subsidiaries from time to time party hereto as borrowers, the entities from time to time party hereto, as Lenders, White Oak Commercial Finance, LLC, as Administrative Agent and Collateral Agent (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, 2024 (File No.

Amendment No.

5 dated July 26, 2024, to the Loan Agreement dated as of May 15, 2023 among Orion Group Holdings, Inc.

and certain of its subsidiaries from time to time party hereto as borrowers, the entities from time to time party hereto, as Lenders, White Oak Commercial Finance, LLC, as Administrative Agent and Collateral Agent (incorporated herein by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, filed with the Securities and Exchange Commission on July 26, 2024 (File No.

Amendment No.

6 dated March 4, 2025, to the Loan Agreement dated as of May 15, 2023 among Orion Group Holdings, Inc.

Land Sale-Leaseback Contract, dated June 21, 2023, by and between Orion Marine Construction, Inc., a Florida corporation, and Pelican Marine Services, LLC, a Louisiana limited liability company.

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Employment Offer Letter dated November 20, 2023 between Orion Group Holdings, Inc.

Chipman Earle

Chipman Earle (incorporated herein by reference to Exhibit 10.29 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission on March 1, 2024 (File No.

Employment Agreement by and between Orion Group Holdings, Inc.

Chipman Earle, effective March 20, 2024 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on April 26, 2024 (File No.

Insider Trading Policy

List of Subsidiaries.

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Orion Group Holdings, Inc.

Executive Compensation Clawback Policy

Executive Compensation Clawback Policy (incorporated herein by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission on March 1, 2024 (File No.

XBRL Instance Document.

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President, Chief Executive Officer and Director

(Principal Executive Officer)

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:

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March 5, 2025

Director (Principal Executive Officer)

/s/ Scott Thanisch

Chief Financial Officer

Chief Financial Officer (Principal Financial

March 5, 2025

Scott Thanisch

Officer and Principal Accounting Officer)

/s/ Austin J.

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March 5, 2025

/s/ Richard L.

March 1, 2024

/s/ Margaret M.

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Consolidated Statements of Operations for the Years Ended December 31, 2 024 , 2 023 and 2 022

Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2 023 , 2 022 and 2 021

Consolidated Statement of Stockholders’ Equity for the Years Ended December 31, 2024, 2023 and 2022

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We have audited the accompanying consolidated balance sheets of Orion Group Holdings, Inc.

and subsidiaries (the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes and financial statement schedule II (collectively, the consolidated financial statements).

and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024, 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, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with U.S.

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In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, 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, 2023 and 2022, the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes and financial statement schedule II (collectively, the consolidated financial statements), and our report dated March 1, 2024 expressed an unqualified opinion on those consolidated financial statements.

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, 2024 and 2023, the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes and financial statement schedule II (collectively, the consolidated financial statements), and our report dated March 5, 2025 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

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Inventory, non-current

Intangible assets, net of amortization

Deferred income tax asset

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Intangible asset impairment loss

Operating loss

Operating income (loss)

Other (expense) income:

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and Subsidiaries

Consolidated Statements of Comprehensive Loss

(In Thousands)

Year ended December 31,

Change in fair value of cash flow hedge, net of tax expense of $ 368 for the year ended December 31, 2021

Total comprehensive loss

The accompanying notes are an integral part of these consolidated financial statements

Orion Group Holdings, Inc.

and Subsidiaries

Consolidated Statement of Stockholders’ Equity

(In Thousands, Except Share and Per Share Information)

Accumulated Other

Comprehensive

(In Thousands, Except Share Information)

Earnings (Loss)

Balance, January 1, 2022

Stock-based compensation

Exercise of stock options

Share-based compensation

Issuance of restricted stock

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Payments related to tax withholding for share-based compensation

Cash flow hedge

Balance, December 31, 2022

Stock-based compensation

Share-based compensation

Issuance of restricted stock

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Balance, December 31, 2023

Stock-based compensation

Share-based compensation

Exercise of stock options

Issuance of restricted stock

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Payments related to tax withholding for share-based compensation

Issuance of common stock

Balance, December 31, 2024

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Deferred income taxes

Stock-based compensation

Share-based compensation

Gain on disposal of assets, net

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Purchase of property and equipment

Insurance claim proceeds related to property and equipment

Net cash provided by (used in) investing activities

Net cash (used in) provided by investing activities

Cash flows from financing activities:

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Payments made on borrowings on credit

Payments on term loan

Proceeds from failed sale-leaseback arrangement

Payments on failed sale-leaseback arrangement

Proceeds from sale-leaseback financing

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Payments of finance lease liabilities

Proceeds from issuance of common stock

Payments related to tax withholding for share-based compensation

Exercise of stock options

Net cash provided by (used in) financing activities

Exercises of stock options

Net cash (used in) provided by financing activities

Net change in cash, cash equivalents and restricted cash

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Orion Group Holdings, Inc.

and subsidiaries, (hereafter collectively referred to as the “Company”), is a leading specialty construction company serving the infrastructure, industrial, and building sectors, providing services both on and off the water in the continental United States, Alaska, Hawaii, Canada and the Caribbean Basin through its marine segment and its concrete segment.

and subsidiaries (hereafter collectively referred to as the “Company”), is a leading specialty construction company serving the infrastructure, industrial, and building sectors, providing services both on and off the water in the continental United States, Alaska, Hawaii, Canada and the Caribbean Basin through our marine segment and our concrete segment.

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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GAAP on the going concern basis of accounting, which assumes the Company will continue to operate as a going concern and which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.

For the periods presented, there were no items of other comprehensive income, and therefore comprehensive loss is equal to net loss.

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.

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 issued.

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● Finite and infinite-lived intangible assets, testing for indicators of impairment;

● Stock-based compensation;

● Share-based compensation;

● Income taxes;

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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, 2023.

There was $ 0.8 million of assets classified as held for sale as of December 31, 2022 that were included in prepaid expenses and other in the Company’s Consolidated Balance Sheets.

There were no assets classified as held for sale as of December 31, 2024 or December 31, 2023.

Management determines if a contract is or contains a lease at inception of the contract or modification of the contract.

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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.

The Company’s lease arrangements have lease and non-lease components accounted for using the practical expedient .

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.

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See Note 8 for additional discussion of intangible assets.

Stock-Based Compensation

Share-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.

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The fair value of restricted stock grants and restricted stock units 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 14 for further discussion of the Company’s stock-based compensation plan.

Employee Stock Purchase Plan (“ESPP”) compensation fair value is determined using the Black Scholes Merton Option Pricing model, using a six-month expected term to conform with the six-month ESPP offering period.

Compensation expense is recognized only for share-based payments expected to vest.

See Note 15 for further discussion of the Company’s share-based compensation plan.

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.

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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 $ 7.5 million and $ 5.8 million at December 31, 2023 and December 31, 2022, respectively, reflected as a component of accrued liabilities in the consolidated balance sheet.

The total accrual for insurance claims liabilities was $ 4.3 million and $ 7.5 million at December 31, 2024 and December 31, 2023, respectively, reflected as a component of accrued liabilities in the consolidated balance sheets.

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.

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 2023, the FASB issued A SU No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures .

The amendments require disclosure of specific categories in the rate reconciliation and provides additional information for reconciling items that meet a quantitative threshold and further disaggregation of income taxes paid for individually significant jurisdictions.

The ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company is currently evaluating the impact that this guidance will have on the disclosures within its consolidated financial statements.

In January 2024, the FASB issued ASU No.

2024-03 , Income Statement—Reporting Comprehensive Income (Topic 220):

Expense Disaggregation Disclosures .

The amendments require entities to provide enhanced disaggregation of certain expense categories presented in the income statement, including details on significant components within those categories, to provide greater transparency and decision-useful information to users of financial statements.

The ASU is effective for fiscal years beginning after December 15, 2025, with early adoption permitted.

The Company is currently evaluating the impact that this guidance will have on the disclosures within its consolidated financial statements.

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.

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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.

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.

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Net receivables

At December 31, 2024, the United States Navy, which is included in the Federal Government category, accounted for 11.1 % of total current receivables.

At December 31, 2023, a customer in the Private Companies category accounted for 19.9 % of total current receivables.

At December 31, 2022, 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, 2024, 2023 and 2022.

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Total contract revenues

In the year ended December 31, 2023, a customer in the Federal Government category accounted for 12.7 % of total contract revenue.

For the years ended December 31, 2022 and 2021, 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.

For the year ended December 31, 2024, the United States Navy, which is included in the Federal Government category, accounted for 25.0 % of total contract revenues.

For the year ended December 31, 2023, the United States Navy accounted for 12.7 % of total contract revenue.

For the year ended December 31, 2022, no single customer exceeded 10.0% of total contract revenues.

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 sustains such a large portion of receivables or 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.

The concrete segment primarily purchases concrete from select suppliers.

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Construction in progress

For the years ended December 31, 2023 and 2022, depreciation expense was $ 18.4 million and $ 19.7 million, respectively.

For the years ended December 31, 2024, 2023 and 2022, depreciation expense was $ 15.5 million, $ 18.4 million and $ 19.7 million, respectively.

Substantially all depreciation expense is included in the cost of contract revenue in the Company’s Consolidated Statements of Operations.

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The fair value of the Company’s debt at December 31, 2024 and 2023 approximated its carrying value of $ 26.8 million and $ 42.3 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.

Intangible Assets

The tables below present the activity and amortizations of finite-lived intangible assets:

Finite-lived intangible assets, beginning of period

Total finite-lived intangible assets, end of period

Accumulated amortization, beginning of period

Current year amortization

Total accumulated amortization

Net finite-lived intangible assets, end of period

Infinite-lived intangible assets

Total net intangible assets

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, 2023 and 2022, $ 0.4 million and $ 1.2 million, respectively, of amortization expense was recognized for these assets.

As of December 31, 2023 all finite-lived intangible assets acquired as part of the purchase of TAS were fully amortized.

The Company evaluated the infinite-lived intangible assets which consisted of the TAS Concrete Construction tradename and as a result of the Company’s strategic decision to rebrand its concrete segment under the Orion banner the Company determined that the estimated fair value of the TAS Concrete Construction tradename is less than the carrying amount and an impairment loss of $ 6.9 million was recognized under ASC 350.

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 amortized over eight years using an accelerated method based on the pattern in which the economic benefits of the assets were consumed.

For the years ending December 31, 2023 and 2022, approximately $ 0.4 million and $ 1.2 million, respectively, of amortization expense was recognized for these assets.

As of December 31, 2023 all finite-lived intangible assets acquired as part of the purchase of TAS and TBC were fully amortized.

The Company evaluated the indefinite-lived intangible asset which consisted of the TAS Concrete Construction tradename and a result of the Company’s strategic decision to rebrand its concrete segment under the Orion banner the Company determined that the estimated fair value of the TAS Concrete Construction tradename was less than it carrying amount and an impairment loss of 6.9 million was recognized under ASC 350 in fiscal 2023.

As of December 31, 2023 all of the Company’s intangible assets are fully amortized or impaired.

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Total accrued liabilities

On May 15, 2023, the Company entered into the Credit Agreement .

On May 15, 2023, the Company entered into a Credit Agreement with White Oak ABL, LLC and White Oak Commercial Finance, LLC which includes a $ 65.0 million asset based revolving credit facility and a $ 38.0 million fixed asset term loan (the “Credit Agreement”).

The Company incurred debt issuance costs related to the Credit Agreement of $ 5.9 million, which will be amortized over the life of the agreement under the effective interest method.

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In connection with the extinguishment of the prior credit facility, the Company wrote off the remaining $ 0.1 million in debt issuance costs associated with the prior credit facility.

On December 1, 2023, the Company entered into Amendment No, 1 to the Credit Agreement which extended the maturity date for the $ 15.0 million pre-payment to the earlier of June 30, 2024 and the date that is three business days after receipt of net proceeds in respect of the East and West Jones Sale.

On December 1, 2023, the Company entered into Amendment No.

1 to the Credit Agreement which extended the maturity date for the $ 15.0 million pre-payment to the earlier of June 30, 2024 and the date that is three business days after receipt of net proceeds in respect of the East and West Jones Sale.

The Credit Agreement is secured by substantially all of the assets of the Company and its subsidiaries, including fixed assets and account receivables, and is used to finance general corporate and working capital purposes, capital expenditures, and permitted acquisitions and associated fees, to refinance existing indebtedness, and to pay for all expenses related to the Credit Agreement.

Amounts repaid under the Revolver can be re-borrowed.

The Revolver initially bears interest at a rate of the 30-day SOFR plus 5.5 % and the Term Loan at a rate of the 30-day SOFR plus 8.0 %, subject to a SOFR floor of 4.0 %.

The Revolver initially bore interest at a rate of the 30-day SOFR plus 5.5 % and the Term Loan at a rate of the 30-day SOFR plus 8.0 %, subject to a SOFR floor of 4.0 %.

On February 27, 2024, the Company entered into Amendment No.

2 to the Credit Agreement, which lowered the interest rate for the Revolver by 50 basis points to 30-day SOFR plus 5.0 % and the Term Loan by 100 basis points to 30-day SOFR plus 7.0 %, subject to a SOFR floor of 4.0 %.

On April 24, 2024, the Company executed Amendment No.

3 to the Loan Agreement with White Oak Commercial Finance, LLC.

This amendment, among other things, (i) replaced the Consolidated EBITDA covenant with a Consolidated Fixed Charge Coverage Ratio (FCCR) for the quarter ended March 31, 2024, (ii) lowered the FCCR covenant threshold from 1.10 :1.00 to 1.00 :1.00 through the quarter ended December 31, 2024, (iii) lowered the $ 15 million prepayment due June 30, 2024 to $ 10 million, (iv) extended the maturity of the Loan Agreement by one year to May 15, 2027, and (v) reset the make-whole provision to align with the extension.

On June 28, 2024, the Company executed Amendment No.

4 to the Loan Agreement with White Oak Commercial Finance, LLC.

This amendment, among other things, (i) revised the Minimum Liquidity covenant to require that the Loan Parties and Subsidiaries cause Liquidity to not fall below the following amounts for more than three consecutive Business Days or as of the close of business on Friday of each week:

From the Third Amendment Effective Date through July 26, 2024 - $ 8.0 million, provided that Liquidity may be less than $ 8.0 million but no less than $ 5.0 million on the close of business of one Friday during such period and during the week (ending Sunday) that includes such Friday;

From July 27, 2024 through September 30, 2024 - $ 10.0 million;

From October 1, 2024 through the Maturity Date - $ 15.0 million, (ii) revised

the Specified Prepayment provision to replace the prior $ 10.0 million prepayment due June 30, 2024 with the following prepayments:

July 26, 2024 - $ 2.0 million;

August 30, 2024 - $ 4.0 million;

September 30, 2024 - $ 4.0 million and October 31, 2024 - $ 5.0 million;

provided, however, that if the sale of the East and West Jones Property is consummated prior to September 30, 2024, then the amounts due following the consummation of such sale are not required and instead, the Borrowers shall make a mandatory prepayment on the Term Loans of the net proceeds of the sale within three Business Days of receipt of such proceeds in an amount equal to $ 15.0 million less the amount of the prepayments already made as of such date;

and (iii) revised the Specified Post-Closing Liquidity Transactions provision to be fulfilled by September 30, 2024.

On July 26, 2024, the Company executed Amendment No.

5 to the Loan Agreement with White Oak Commercial Finance, LLC and the Lenders party thereto.

This amendment, among other things, (i) replaced the minimum FCCR covenant with a minimum EBITDA covenant for the next four quarters, (ii) modified the minimum liquidity requirements through January 1, 2025, (iii) replaced the requirement to raise $ 45.0 million through asset sales by September 30, 2024, with certain milestones requiring the Company to raise $ 25.0 million (the “2024 Liquidity Transactions”) by September 30, 2024, and (iv) further modified the timing and amounts of term loan prepayments.

Under the terms of Amendment No.

5, the Company was required to make the following term loan prepayments:

July 26, 2024 - $ 2.0 million, August 30, 2024 - $ 4.0 million and September 30, 2024 - $ 4.0 million.

The Company also made the following required term loan prepayments:

October 31, 2024 - $ 1.67 million, November 29, 2024 - $ 1.67 million and December 31, 2024 - $ 1.67 million.

Amendment No.

5 also includes other administrative and definitional changes, including changes to the EBITDA requirements used to compute the interest rate margin applicable to the revolving credit facility.

On March 4, 2025, the Company executed Amendment No.

6 to the Loan Agreement with White Oak Commercial Finance, LLC.

See Note 21 for more information regarding Amendment No.

The yearly weighted average interest rate for the Credit Agreement, as of December 31, 2024 was 11.87 %.

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Debt Issuance

Revolving line of credit

Term loan - current

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The Company’s borrowing availability under the Revolver at December 31, 2024 was approximately $ 26.7 million.

During the year ended December 31, 2023, the Company borrowed $ 64.0 million on the Revolver.

During the year ended December 31, 2023, the Company repaid $ 64.0 million outstanding on the Revolver.

During the year ended December 31, 2024, the Company had borrowings and repayments of $ 72.6 million on the Revolver.

Financial covenants

Restrictive financial covenants under the Credit Agreement include:

Restrictive financial covenants under the amended Credit Agreement include:

● A Consolidated Fixed Charge Coverage Ratio to not be less than the following during each noted period:

- Fiscal Quarter Ending June 30, 2024 and each Fiscal Quarter thereafter, to not be less than 1.10 to 1.00.

- Trailing Four Quarter Test Period Ending September 30, 2025 and each Fiscal Quarter thereafter, to not be less than 1.00 to 1.00.

● A Revolver Loan Turnover Ratio to not be less than the following during each noted period:

- Fiscal Quarter Ending December 31, 2023 and each Fiscal Quarter thereafter, to not be less than 2.50 to 1.00.

- Fiscal Quarter Ending June 30, 2023 and each Fiscal Quarter thereafter, to not be less than 2.50 to 1.00.

● A Term Loan Loan-to-Value Ratio to not be greater than the following during each noted period:

- Fiscal Quarter Ending December 31, 2023 and each Fiscal Quarter thereafter, to not be more than 60 % .

- Fiscal Quarter Ending June 30, 2023 and each Fiscal Quarter thereafter, to not be more than 60 % .

● A Minimum EBITDA to not be less than the following during each noted period:

- Tri-Quarterly Test Period Ended December 31, 2023 - $ 14,975,675

- Last-Twelve-Months Test Period Ended March 31, 2024 - $ 29,703,993

● The Company shall maintain Liquidity (as defined in the Credit Agreement) of greater than $ 15.0 million at all times.

- Trailing Four Quarter Test Period ended December 31, 2024 - $ 37,188,000 .

- Trailing Four Quarter Test Period ended March 31, 2025 - $ 35,032,000 .

- Trailing Four Quarter Test Period ending June 30, 2025 - $ 31,691,000 .

The Company shall not permit Liquidity (as defined in the Credit Agreement) to fall below $ 15.0 million (i) for more than three (3) consecutive Business Days (as defined in the Credit Agreement) nor (ii) as of the close of business on Friday of each week.

In addition, the Credit Agreement contains events of default that are usual and customary for similar arrangements, including non-payment of principal, interest or fees;

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and, events constituting a change of control.

The Company was in compliance with all financial covenants as of December 31, 2023.

The Company was in compliance with all financial covenants under the amended agreement as of December 31, 2024.

The Company has entered into debt agreements with De Lage Landen Financial Services, Inc.

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A portion of the operating lease above the fair value of the land was financed by the Company.

As of December 31, 2023, the carrying value of this debt was $ 2.4 million.

As of both December 31, 2024 and 2023, the carrying value of this debt was $ 2.4 million.

Other Long-Term Liabilities

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Under the lease agreement, the Company has four consecutive options to extend the term of the lease by five years for each such option.

The portion of the above transaction above related to the building was recorded as a failed sale-leaseback.

The portion of the above transaction related to the building was recorded as a failed sale-leaseback.

On September 27, 2019, the Company entered into a purchase and sale agreement (the “Purchase and Sale Agreement”).

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Valuation allowance, other

Uncertain tax provision

Consolidated income tax provision

Consolidated effective tax rate

In the year ended 2024, the Company’s effective tax rate differed from the statutory federal rate of 21 % primarily due to the tax impact from the valuation allowance for current year activity, the statue expiration of an uncertain tax position, state income taxes and the non-deductibility of other permanent items.

In the year ended 2023, the Company’s effective tax rate differed from the statutory federal rate of 21 % primarily due to the tax impact from the valuation allowance for current year activity, state income taxes and the non-deductibility of other permanent items.

In the year ended 2022, the Company’s effective tax rate differed from the statutory federal rate of 21 % primarily due to the tax impact from the valuation allowance for current year activity, state income taxes and the non-deductibility of other permanent items.

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.

Deferred Taxes

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Net operating loss carryforward

Stock-based compensation

Share-based compensation

Foreign tax credits

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With few exceptions, the Company remains subject to federal and state income tax examinations for the years of 2018-2023.

As of December 31, 2023, the Company has recorded unrecognized tax benefits of $ 1.6 million for uncertain tax positions.

The Company expects the unrecognized tax benefits as of December 31, 2023 for certain federal income tax matters will significantly change over the next 12 months due to a lapse of the statute of limitations.

The final outcome of these uncertain tax positions is not yet determinable.

The change in the total gross unrecognized tax benefits and prior year audit resolutions of the Company during the years ended December 31, 2024 and 2023 are reconciled in the table below:

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Any accruals for tax contingencies are provided for in accordance with U.S.

The Company’s statute of limitations on the tax position will expire prior to December 31, 2024.

Earnings Per Share

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Such stock options are antidilutive and are not included in the computation of earnings per share for those periods.

Due to the Company reporting a net loss for all years presented, all potentially dilutive securities are antidilutive and are excluded from the computations of diluted loss per share.

The following table reconciles the denominators used in the computations of both basic and diluted earnings per share:

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Common stock options

Employee stock purchase plan

Total weighted average shares outstanding assuming dilution

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 2022 Long Term Incentive Plan (the “2022 LTIP”), which was approved by shareholders in May of 2022 and authorized 2,175,000 shares, the maximum aggregate number to be issued, plus any shares available for grant under prior long term incentive plans as of the date the 2022 LTIP was approved, and any shares subject to awards granted under the prior plans that expire or are cancelled, forfeited, exchanged, settled in cash or otherwise terminated.

In general, the Company’s 2022 LTIP provides for grants of restricted stock, performance based awards and stock options to be issued with a per-share price not less than the fair market value of a share of common stock on the date of grant.

Option terms are specified at each grant date but generally are 10 years from the date of issuance.

Options generally vest over a three to five-year period.

Issuance of Common Stock

On September 12, 2024, the Company completed the sale of 5,589,000 shares of common stock, including 729,000 shares of common stock pursuant to an option granted to the underwriters, in an underwritten public offering.

The Company received net proceeds of approximately $ 26.4 million, after deducting underwriting discounts and other estimated offering expenses payable by the Company.

The net proceeds were used for working capital and for general corporate purposes, including repayment of borrowings under the Credit Agreement.

Share-Based Compensation

The Compensation Committee of the Company’s Board of Directors is responsible for the administration of the Company’s stock incentive plans.

The plans include the balance of shares remaining under the 2022 Long Term Incentive Plan (the “2022 LTIP”), which was approved by shareholders in May of 2022 and amended in May of 2024 and authorizes 3,735,000 shares, the maximum aggregate number to be issued, plus any shares available for grant under prior long term incentive plans as of the date the 2022 LTIP was approved.

Any shares subject to awards granted under the prior plans that expire or are cancelled, forfeited, exchanged, settled in cash or otherwise terminated roll into the 2022 LTIP.

In general, the Company’s 2022 LTIP provides for grants of restricted stock and performance-based awards to be issued with a per-share price not less than the fair market value of a share of common stock on the date of grant.

The Company accounts for forfeitures of awards as they are incurred.

In May 2024, shareholders approved the ESPP, which became effective on September 16, 2024.

The Company has reserved a total of 1,000,000 shares under the ESPP, all of which are authorized and available for future issuance under the ESPP.

The ESPP provides a means by which eligible employees of the Company are given an opportunity to purchase shares of common stock at a discount as permitted under the Internal Revenue Code of 1986, as amended.

During the year ended December 31, 2024, there were no shares issued under the ESPP.

The Company has an outstanding liability pertaining to the ESPP of $ 0.2 million as of December 31, 2024, included in accrued expenses, for employee contributions to the ESPP, pending issuance at the end of the offering period.

Restricted Stock

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Nonvested at December 31, 2024

On March 4, 2024, an employee of the Company was awarded a total of 2,197 shares of restricted common stock with a vesting period of three years and a fair value of $ 6.83 per share.

On March 20, 2024, the Company granted certain executives a total of 109,503 shares of restricted common stock with a vesting period of three years and a fair value of $ 8.36 per share.

On March 20, 2024, the Company granted certain executives a total of 205,322 performance-based units.

The performance-based units will potentially vest 100 % if the target is met, with 50 % 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 and 50 % of the units to be

earned based on the achievement of an objective, tiered return on relative total shareholder return, measured over a three-year performance period.

The Company evaluates the probability of achieving this each reporting period.

The fair value of the grants awarded related to the return on invested capital was $ 8.36 per share and the fair value of the grants awarded related to the relative total shareholder return was $ 14.22 , valued using a Monte Carlo simulation.

On May 16, 2024, the Company’s six independent directors were awarded an aggregate of 64,170 shares of restricted common stock.

The shares vested immediately on the date of the grant.

The fair value on the date of grant of all shares awarded was $ 9.35 .

On May 17, 2024, the Company granted certain employees a total of 443,258 shares of restricted common stock with a vesting period of three years and a fair value of $ 9.37 per share.

On June 24, 2024, an employee of the Company was awarded a total of 1,482 shares of restricted common stock with a vesting period of three years and a fair value of $ 8.77 per share.

On August 5, 2024, an employee of the Company was awarded a total of 1,652 shares of restricted common stock with a vesting period of three years and a fair value of $ 6.78 per share.

On September 30, 2024, an employee of the Company was awarded a total of 2,475 shares of restricted common stock with a vesting period of three years and a fair value of $ 5.77 per share.

In January 2023, certain officers and executives of the Company were awarded a total of 180,833 shares of restricted common stock with a vesting period of three years and a fair value of $ 3.00 per share.

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In addition, the executive was awarded a total of 41,068 performance-based units.

performance-based units will potentially vest 100 % if an objective, tiered return on invested capital, measured over a three-year performance period, is achieved.

The performance-based units will potentially vest 100 % if an objective, tiered return on invested capital, measured over a three-year performance period, is achieved.

The Company evaluates the probability of achieving this each reporting period.

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Shanfelter fulfilling his term as Interim Chief Executive Officer.

In March 2023, the remaining 250,896 time-vested restricted stock units cliff vested and were settled in stock as a result of Mr.

In March 2023, the remaining 250,896 time-

vested restricted stock units cliff vested and were settled in stock as a result of Mr.

Shanfelter fulfilling his term as Executive Chairman.

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The fair value of all shares awarded on the date of grant was $ 2.31 per share.

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 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 May 2021, the Company awarded certain executives 240,000 performance-based units.

The performance-based units will potentially vest 100 % if an objective, tiered return on invested capital, measured over a three-year performance period, is achieved.

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 December 2023, the Company determined the performance-based units awarded in May 2021 will in all likelihood not vest due to the objective, tiered return on invested capital, measured over a three-year performance period not being met.

As a result, the Company made the determination that the remaining outstanding shares under the grant will be forfeited.

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 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.

Stock Options

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Exercisable at December 31, 2024

For years ended December 31, 2023, 2022 and 2021, compensation expense related to stock based awards outstanding for the periods was $ 2.0 million, $ 2.8 million and $ 2.4 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 years ended December 31, 2024, 2023 and 2022, compensation expense related to share-based awards outstanding for the periods was $ 4.0 million, $ 2.0 million and $ 2.8 million, respectively.

For the years ended December 31, 2024, 2023 and 2022, payments related to tax withholding for share-based compensation for certain officers of the Company were approximately $ 0.5 million, $ 0.5 million and $ 0.4 million, respectively.

In the years ended December 31, 2023 and December 31, 2022, no stock options were exercised.

In the year ended December 31, 2024, the Company received proceeds of approximately $ 0.9 million upon the exercise of 136,549 options.

In the years ended December 31, 2023 and December 31, 2022, no stock options were exercised.

As of December 31, 2024, total unrecognized compensation expense related to unvested stock was approximately $ 7.1 million, which is expected to be recognized over a period of approximately 2.0 years.

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Employee Benefits

All of the Company’s employees except independent contractors, Associate Divers, the Associate Tugmasters, residents of Puerto Rico, and employees covered by a collective bargaining agreement, unless the agreement requires the employee to be included under the plan, are eligible to participate in the Company’s 401(k) Retirement Plan on the first day of any month following their date of hire.

month following their date of hire.

Each participant may contribute between 1 % and 80 % of eligible compensation on a pre-tax basis, Roth after-tax or a combination of pre-tax and Roth, up to the annual IRS limit.

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Washington Laborers

Carpenters Retirement Plan of Western Washington

Cement Masons & Plasterers Trust Funds

Carpenters Retirement Plan of Western Washington Northwest

Carpenters Retirement Plan of Western Washington Southwest

Western Conference of Teamsters Pension Trust Fund

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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.

The Company’s CODM, the Company’s President and Chief Executive Officer, evaluates segment performance and allocates resources based on segment operating income, which is defined as revenue less costs of contract revenues, segment-specific selling, general, and administrative (SG&A) expenses, and segment-specific gain on disposal of assets, net.

The CODM also considers budget-to-actual variances on a monthly basis for both profit measures when making decisions about allocating capital and personnel to the segments.

Additionally, the CODM uses segment gross profit to evaluate projects and segment profit or loss from operations before interest and income taxes to assess segment performance.

This assessment includes comparing the results of each segment and incorporating these evaluations in the compensation of certain employees.

Interest expense, net, and income taxes are reviewed on a consolidated level rather than by individual segment.

Segment information for the periods presented is provided as follows:

Year ended December 31,

(dollar amounts in thousands)

Contract revenues

Cost of contract revenues

Selling, general and administrative expenses

Gain on disposal of assets, net

Operating income

Depreciation and amortization expense

Property and equipment, net

Depreciation and amortization

Capital expenditures

Contract revenues

Operating loss

Depreciation and amortization expense

Cost of contract revenues

Selling, general and administrative expenses

Amortization of intangible assets

Gain on disposal of assets, net

Intangible asset impairment loss

Operating income (loss)

Property and equipment, net

There was less than $ 0.1 million, $ 0.2 million and less than $ 0.1 million in intersegment revenues between the Company’s two reportable segments for the years ended December 31, 2023, 2022 and 2021, respectively.

The marine segment had foreign revenues of $ 36.1 million, $ 6.7 million and $ 2.9 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Depreciation and amortization

Capital expenditures

There was $ 1.8 million, less than $ 0.1 million and $ 0.2 million in intersegment revenues between the Company’s two reportable segments for the years ended December 31, 2024, 2023 and 2022, respectively.

The Company accounts for intersegment sales and transfers as if the sales or transfers were to third parties, that is, at current market prices.

The marine segment had foreign revenues of $ 58.9 million, $ 36.1 million and $ 6.7 million for the years ended December 31, 2024,

2023 and 2022, respectively.

These revenues are derived from projects in the Caribbean Basin and are paid primarily in U.S.

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

For the year ended December 31, 2023 the Company’s revenue related to the joint venture subcontract was approximately $ 90.5 million.

Subsequent Events

On February 20, 2024, the Company entered into a Land Sale Contract with Brixx Technologies LLC, a Texas limited liability company, who, subject to customary due diligence and closing conditions, has agreed to purchase two parcels of land in Harris County, Texas (approximately 341.3 acres) known as the East and West Jones property, which was previously used by the Company as dredge placement areas.

The purchase price is approximately $ 34 million, and closing is anticipated to occur on or before June 14, 2024.

On February 27, 2024, the Company entered into Amendment No.

For the 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.

Subsequent Event

On March 4, 2025, the Company executed Amendment No.

6 to the Loan Agreement with White Oak Commercial Finance, LLC and the Lenders party thereto.

This amendment, among other things, (i) provides for a 50 basis-point reduction to pricing, (ii) lowers the required minimum liquidity from $ 20 million to $ 15 million, (iii) reduces the required consolidated fixed charge coverage ratio (“FCCR’) from not less than 1.10 to 1.00 to not less than 1.00 to 1.00 commencing the quarter ending September 30, 2025, (iv) modifies the calculation of financial covenants to include certain baskets and addbacks and (v) extends the maturity date to May 15, 2028 resetting the prepayment and make-whole.

ORION GROUP HOLDINGS, INC.

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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 9A. Controls and Procedures