Item 1. Financial Statements
ITEM 1. FINANCIAL STATEMENTS
Orion Group Holdings, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(In Thousands, Except Share and Per Share Information)
June 30,
December 31,
2025
2024
ASSETS
(Unaudited)
Current assets:
Cash and cash equivalents
$
1,732
$
28,316
Accounts receivable:
Trade, net of allowance for credit losses of $ 1,099 and $ 555 , respectively
168,526
106,304
Retainage
43,944
35,633
Income taxes receivable
875
483
Other current
3,338
3,127
Inventory
1,841
1,974
Contract assets
50,951
84,407
Prepaid expenses and other
8,765
9,084
Total current assets
279,972
269,328
Property and equipment, net of accumulated depreciation
97,677
86,098
Operating lease right-of-use assets, net of accumulated amortization
23,708
27,101
Financing lease right-of-use assets, net of accumulated amortization
23,061
25,806
Inventory, non-current
6,954
7,640
Deferred income tax asset
17
17
Other non-current
1,334
1,327
Total assets
$
432,723
$
417,317
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current debt, net of debt issuance costs
$
1,160
$
426
Accounts payable:
Trade
111,125
97,139
Retainage
2,847
1,310
Accrued liabilities
22,610
26,294
Income taxes payable
2
507
Contract liabilities
48,762
47,371
Current portion of operating lease liabilities
5,549
7,546
Current portion of financing lease liabilities
10,997
10,580
Total current liabilities
203,052
191,173
Long-term debt, net of debt issuance costs
32,268
22,751
Operating lease liabilities
21,030
20,837
Financing lease liabilities
7,665
11,346
Other long-term liabilities
15,484
20,503
Deferred income tax liability
30
28
Total liabilities
279,530
266,638
Stockholders’ equity:
Preferred stock -- $ 0.01 par value, 10,000,000 authorized, none issued
—
—
Common stock -- $ 0.01 par value, 50,000,000 authorized, 40,446,476 and 39,681,597 issued; 39,735,245 and 38,970,366 outstanding at June 30, 2025 and December 31, 2024, respectively
404
397
Treasury stock, 711,231 shares, at cost, as of June 30, 2025 and December 31, 2024, respectively
( 6,540 )
( 6,540 )
Additional paid-in capital
223,593
220,513
Retained loss
( 64,264 )
( 63,691 )
Total stockholders’ equity
153,193
150,679
Total liabilities and stockholders’ equity
$
432,723
$
417,317
The accompanying notes are an integral part of these condensed consolidated financial statements
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Orion Group Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(In Thousands, Except Share and Per Share Information)
(Unaudited)
Three Months Ended June 30,
Six Months Ended June 30,
2025
2024
2025
2024
Contract revenues
$
205,286
$
192,167
$
393,939
$
352,839
Costs of contract revenues
179,489
173,886
345,127
319,020
Gross profit
25,797
18,281
48,812
33,819
Selling, general and administrative expenses
22,774
21,135
45,319
40,134
Gain on disposal of assets, net
( 409 )
( 86 )
( 772 )
( 423 )
Operating income (loss)
3,432
( 2,768 )
4,265
( 5,892 )
Other (expense) income:
Interest expense
( 2,920 )
( 3,345 )
( 5,254 )
( 6,719 )
Other income
117
127
344
216
Other expense, net
( 2,803 )
( 3,218 )
( 4,910 )
( 6,503 )
Income (loss) before income taxes
629
( 5,986 )
( 645 )
( 12,395 )
Income tax (benefit) expense
( 212 )
617
( 72 )
265
Net income (loss)
$
841
$
( 6,603 )
$
( 573 )
$
( 12,660 )
Basic income (loss) per share
$
0.02
$
( 0.20 )
$
( 0.01 )
$
( 0.39 )
Diluted income (loss) per share
$
0.02
$
( 0.20 )
$
( 0.01 )
$
( 0.39 )
Shares used to compute income (loss) per share:
Basic
39,765,051
33,111,987
39,412,681
32,832,868
Diluted
39,791,164
33,111,987
39,412,681
32,832,868
The accompanying notes are an integral part of these condensed consolidated financial statements
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Orion Group Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Stockholders’ Equity
(In Thousands, Except Share and Per Share Information) (Unaudited)
Common
Treasury
Additional
Stock
Stock
Paid-In
Retained
Shares
Amount
Shares
Amount
Capital
Loss
Total
Balance, January 1, 2025
39,681,597
$
397
( 711,231 )
$
( 6,540 )
$
220,513
$
( 63,691 )
$
150,679
Share-based compensation
—
—
—
—
1,123
—
1,123
Exercise of stock options
15,000
108
108
Issuance of restricted stock
499,036
5
—
—
( 5 )
—
—
Employee share purchase plan issuance
71,133
1
336
337
Forfeiture of restricted stock
( 10,960 )
—
—
—
—
—
—
Net loss
—
—
—
—
—
( 1,414 )
( 1,414 )
Balance, March 31, 2025
40,255,806
$
403
( 711,231 )
$
( 6,540 )
$
222,075
$
( 65,105 )
$
150,833
Share-based compensation
—
—
—
—
1,519
—
1,519
Exercise of stock options
—
—
—
—
—
—
—
Issuance of restricted stock
454,630
4
—
—
( 4 )
—
—
Employee share purchase plan issuance
—
—
—
—
—
—
—
Forfeiture of restricted stock
( 263,960 )
( 3 )
—
—
3
—
—
Net income
—
—
—
—
—
841
841
Balance, June 30, 2025
40,446,476
$
404
( 711,231 )
$
( 6,540 )
$
223,593
$
( 64,264 )
$
153,193
Common
Treasury
Additional
Stock
Stock
Paid-In
Retained
Shares
Amount
Shares
Amount
Capital
Loss
Total
Balance, January 1, 2024
33,260,011
$
333
( 711,231 )
$
( 6,540 )
$
189,729
$
( 62,047 )
$
121,475
Share-based compensation
—
—
—
—
358
—
358
Exercise of stock options
46,322
—
—
—
294
—
294
Issuance of restricted stock
275,954
3
—
—
( 3 )
—
—
Forfeiture of restricted stock
( 6,942 )
—
—
—
—
—
—
Net loss
—
—
—
—
—
( 6,057 )
( 6,057 )
Balance, March 31, 2024
33,575,345
$
336
( 711,231 )
$
( 6,540 )
$
190,378
$
( 68,104 )
$
116,070
Share-based compensation
—
—
—
—
1,556
—
1,556
Exercise of stock options
10,246
—
—
—
74
—
74
Issuance of restricted stock
508,910
5
—
—
( 5 )
—
—
Forfeiture of restricted stock
( 8,331 )
—
—
—
—
—
—
Payments related to tax withholding for share-based compensation
( 3,984 )
—
—
—
( 34 )
—
( 34 )
Net loss
—
—
—
—
—
( 6,603 )
( 6,603 )
Balance, June 30, 2024
34,082,186
$
341
( 711,231 )
$
( 6,540 )
$
191,969
$
( 74,707 )
$
111,063
The accompanying notes are an integral part of these condensed consolidated financial statements
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Orion Group Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(in Thousands)
(Unaudited)
Six Months Ended June 30,
2025
2024
Cash flows from operating activities:
Net loss
$
( 573 )
$
( 12,660 )
Adjustments to reconcile net loss to net cash used in operating activities:
Operating activities:
Depreciation and amortization
6,274
8,326
Amortization of ROU operating leases
4,848
4,912
Amortization of ROU finance leases
4,360
3,664
Amortization of deferred debt issuance costs
612
995
Deferred income taxes
2
( 38 )
Share-based compensation
2,642
1,914
Gain on disposal of assets, net
( 772 )
( 423 )
Allowance for credit losses
544
162
Change in operating assets and liabilities:
Accounts receivable
( 71,339 )
( 28,135 )
Income tax receivable
( 392 )
( 70 )
Inventory
819
( 261 )
Prepaid expenses and other
312
723
Contract assets
33,456
10,910
Accounts payable
13,636
7,291
Accrued liabilities
( 1,141 )
( 14,160 )
Operating lease liabilities
( 3,179 )
( 4,492 )
Income tax payable
( 505 )
166
Contract liabilities
1,391
( 16,981 )
Net cash used in operating activities
( 9,005 )
( 38,157 )
Cash flows from investing activities:
Proceeds from sale of property and equipment
1,189
354
Purchase of property and equipment
( 16,165 )
( 6,487 )
Net cash used in investing activities
( 14,976 )
( 6,133 )
Cash flows from financing activities:
Borrowings on Credit Facility
77,007
29,216
Payments on Credit Facility
( 67,212 )
( 6,809 )
Payments on failed sale-leasebacks
( 7,204 )
—
Loan costs from Credit Agreement and prior credit facility
( 323 )
( 343 )
Payments of finance lease liabilities
( 5,316 )
( 4,209 )
Proceeds from issuance of common stock under ESPP
337
—
Payments related to tax withholding for share-based compensation
—
( 34 )
Exercise of stock options
108
368
Net cash (used in) provided by financing activities
( 2,603 )
18,189
Net change in cash, cash equivalents and restricted cash
( 26,584 )
( 26,101 )
Cash, cash equivalents and restricted cash at beginning of period
28,316
30,938
Cash, cash equivalents and restricted cash at end of period
$
1,732
$
4,837
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest
$
4,504
$
2,597
Taxes, net of refunds
$
824
$
206
Noncash investing activity:
Purchase of property and equipment in accounts payable
$
2,118
$
—
The accompanying notes are an integral part of these condensed consolidated financial statements
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Orion Group Holdings, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Thousands, Except Share and per Share Amounts)
(Unaudited)
1. Description of Business and Basis of Presentation
Description of Business
Orion Group Holdings, Inc. and its subsidiaries (hereafter collectively referred to as the “Company”), is a leading specialty construction company serving the infrastructure, industrial, and building sectors, providing services both on and off the water in the continental United States, Alaska, Hawaii, Canada and the Caribbean Basin through our marine and concrete segments. We are headquartered in Houston, Texas with regional offices throughout our operating areas.
Basis of Presentation
The accompanying condensed consolidated financial statements and financial information included herein have been prepared pursuant to the interim period reporting requirements of Form 10-Q. Accordingly, these financial statements do not include certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and should be read together with our 2024 Annual Report on Form 10-K. For the periods presented, there were no items of other comprehensive income.
In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments considered necessary for a fair presentation of the Company’s financial position, results of operations, and cash flows for the periods presented. Such adjustments are of a normal recurring nature. Interim results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of the results realizable for the year ending December 31, 2025.
2. 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 2023, the FASB issued ASU 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. This will not impact our financial position or results of operations, but is expected to result in expanded tax disclosures in the full year financial statements for the year ended December 31, 2025.
In November 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
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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, 2026, with early adoption permitted. The Company is currently evaluating the impact that this guidance will have on the disclosures within its consolidated financial statements.
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:
Three Months Ended June 30,
Six Months Ended June 30,
2025
2024
2025
2024
Marine Segment
Construction
$
114,830
$
116,025
$
219,312
$
204,814
Dredging
17,700
12,077
34,611
26,747
Specialty services
2,772
2,851
8,542
5,717
Marine segment contract revenues
$
135,302
$
130,953
$
262,465
$
237,278
Concrete Segment
Structural
$
12,582
$
16,895
$
26,303
$
28,468
Light commercial
57,402
44,319
105,171
87,093
Concrete segment contract revenues
$
69,984
$
61,214
$
131,474
$
115,561
Total contract revenues
$
205,286
$
192,167
$
393,939
$
352,839
The Company has determined that it has two reportable segments as described in Note 15, but has disaggregated its contract revenues in the above chart in terms of services provided within such segments. Additionally, 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 performance is evaluated as one project, not by individual services performed by each.
Additionally, the table below represents contract revenue by type of customer for the three and six months ended June 30, 2025 and 2024, respectively:
Three Months Ended June 30,
Six Months Ended June 30,
2025
%
2024
%
2025
%
2024
%
Federal Government
$
39,429
19
%
$
67,021
35
%
$
81,313
21
%
$
120,403
34
%
State Governments
36,322
18
%
15,453
8
%
65,283
17
%
29,437
8
%
Local Government
43,127
21
%
26,892
14
%
80,164
20
%
55,865
16
%
Private Companies
86,408
42
%
82,801
43
%
167,179
42
%
147,134
42
%
Total contract revenues
$
205,286
100
%
$
192,167
100
%
$
393,939
100
%
$
352,839
100
%
On March 10, 2023, the United States Navy awarded the Dragados/Hawaiian Dredging/Orion Joint Venture a contract to complete the construction of a dry dock at Pearl Harbor Naval Shipyard. The Company’s joint venture with Dragados/Hawaiian Dredging is a related-party transaction. The Company’s portion of work as a dedicated subcontractor totals $ 458.7 million.
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For the three months ended June 30, 2025 and 2024, the United States Navy, included in the Federal Government category, accounted for 16.4 % and 28.9 % of total contract revenues, respectively. For the six months ended June 30, 2025 and 2024, the United States Navy, included in the Federal Government category, accounted for 16.9 % and 26.5 % of total contract revenues, respectively.
For the three months ended June 30, 2025 and 2024, the Company’s revenue related to the joint venture subcontract was approximately $ 33.3 million and $ 55.5 million, respectively. For the six months ended June 30, 2025 and 2024, the Company’s revenue related to the joint venture subcontract was approximately $ 66.6 million and $ 93.5 million, respectively.
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.
Contract revenues generated outside the United States totaled 5.6 % and 8.6 % of total revenues for the three months ended June 30, 2025 and 2024, respectively, and 5.9 % and 7.4 % for the six months ended June 30, 2025 and 2024, respectively, and were primarily located in the Caribbean Basin.
4. Concentration of Risk and Enterprise-Wide Disclosures
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 June 30, 2025 and December 31, 2024, respectively:
June 30, 2025
December 31, 2024
Federal Government
$
56,499
26
%
$
19,874
14
%
State Governments
19,692
9
%
9,553
7
%
Local Governments
36,760
17
%
24,641
17
%
Private Companies
100,618
48
%
88,424
62
%
Gross receivables
213,569
100
%
142,492
100
%
Allowance for credit losses
( 1,099 )
( 555 )
Net receivables
$
212,470
$
141,937
At June 30, 2025, the United States Navy, which is included in the Federal Government category, accounted for 25.8 % of total current receivables. At December 31, 2024, the United States Navy, accounted for 11.1 % of total current receivables.
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5. Contracts in Progress
Contracts in progress are as follows at June 30, 2025 and December 31, 2024:
June 30,
December 31,
2025
2024
Costs incurred on uncompleted contracts
$
1,730,265
$
1,561,338
Estimated earnings
246,552
211,439
1,976,817
1,772,777
Less: Billings to date
( 1,974,628 )
( 1,735,741 )
$
2,189
$
37,036
Included in the accompanying Consolidated Balance Sheets under the following captions:
Contract assets
$
50,951
$
84,407
Contract liabilities
( 48,762 )
( 47,371 )
$
2,189
$
37,036
Included in contract assets is approximately $ 5.0 million and $ 19.8 million at June 30, 2025 and December 31, 2024, respectively, related to claims and unapproved change orders.
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 June 30, 2025, the aggregate amount of the remaining performance obligations was approximately $ 745.7 million. Of this amount, the current expectation of the Company is that it will recognize $ 618.3 million, or 83 %, in the next 12 months and the remaining balance thereafter.
6. Property and Equipment
The following is a summary of property and equipment at June 30, 2025 and December 31, 2024:
June 30,
December 31,
2025
2024
Construction equipment
$
117,409
$
117,652
Vessels and other equipment
103,878
96,173
Building and improvements
38,701
39,401
Automobiles and trucks
2,080
1,790
Office equipment
1,786
7,562
263,854
262,578
Less: Accumulated depreciation
( 206,833 )
( 209,234 )
Net book value of depreciable assets
57,021
53,344
Construction in progress
15,708
7,806
Land
24,948
24,948
Property and equipment, net of depreciation
$
97,677
$
86,098
Substantially all depreciation expense is included in the cost of contract revenue in the Company’s Condensed Consolidated Statements of Operations. Substantially all of the assets of the Company are pledged as collateral under the Company’s Credit Agreement as discussed in Note 9. Substantially all of the Company’s long-lived assets are located in the United States.
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7. 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.
Our concrete segment has life insurance policies with a combined face value of $ 11.1 million as of June 30, 2025. These policies are invested in mutual funds and the fair value measurement of the cash surrender balance associated with these policies is determined using Level 2 inputs within the fair value hierarchy and will vary with investment performance. The fair value of the cash surrender value of these policies at June 30, 2025 and December 31, 2024 was $ 1.3 million and $ 1.2 million, respectively. These assets are included in the "Other non-current" asset section in the Company’s Condensed Consolidated Balance Sheets.
Other Fair Value Measurements
The fair value of the Company’s debt at June 30, 2025 and December 31, 2024 approximated its carrying value of $ 36.6 million and $ 26.8 million, respectively, as interest is based on current market interest rates for debt with similar risk and maturity.
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8. Accrued Liabilities
Accrued liabilities at June 30, 2025 and December 31, 2024 consisted of the following:
June 30, 2025
December 31, 2024
Accrued salaries, wages and benefits
$
12,546
$
13,931
Accrued liabilities expected to be covered by insurance
3,434
4,250
Sales taxes
2,210
1,605
Property taxes
1,271
1,814
Sale-leaseback arrangement
1,005
2,852
Other accrued expenses
2,144
1,842
Total accrued liabilities
$
22,610
$
26,294
9. Debt
The Company’s obligations under debt arrangements consisted of the following:
June 30, 2025
December 31, 2024
Debt Issuance
Debt Issuance
Principal
Costs (1)
Total
Principal
Costs (1)
Total
Other debt
$
1,160
—
$
1,160
$
426
—
$
426
Total current debt
1,160
—
1,160
426
—
426
Revolver
10,000
( 972 )
9,028
—
—
—
Term loan
23,000
( 2,237 )
20,763
23,000
( 3,666 )
19,334
Other debt
2,477
—
2,477
3,417
—
3,417
Total long-term debt
35,477
( 3,209 )
32,268
26,417
( 3,666 )
22,751
Total debt
$
36,637
$
( 3,209 )
$
33,428
$
26,843
$
( 3,666 )
$
23,177
(1) Total debt issuance costs include underwriter fees, legal fees, syndication fees and fees related to the execution of the Credit Agreement and the termination and repayment of the Company’s prior credit facility.
On May 15, 2023, the Company entered into a Credit Agreement (the “Credit Agreement”) with White Oak ABL, LLC and White Oak Commercial Finance, LLC, providing for a $ 65.0 million asset-based revolving credit facility (the “Revolver”) and a $ 38.0 million fixed asset term loan (the “Term Loan”). The Credit Agreement, as subsequently amended, matures on May 15, 2028 and is secured by substantially all of the assets of the Company and its subsidiaries, including fixed assets and accounts receivable.
The Company has a maximum borrowing capacity under the Revolver of $ 65.0 million. There is a letter of credit sublimit that is equal to the lesser of $ 5.0 million and the aggregate unused amount of the revolving commitments then in effect.
The Company is subject to a commitment fee for the unused portion of the maximum borrowing availability under the Revolver. The Revolver termination date is the earlier of the Credit Agreement termination date, May 15, 2028, or the date the outstanding balance is permanently reduced to zero, in accordance with the terms of the Credit Agreement.
As of June 30, 2025, the Company had $ 10.0 million in borrowings under the Revolver. The Company’s borrowing availability under the Revolver at June 30, 2025 was approximately $ 21.9 million.
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The Credit Agreement is used to finance working capital and general corporate purposes, capital expenditures, permitted acquisitions and associated transaction fees, and to refinance existing indebtedness. Borrowings under the Revolver may be repaid and reborrowed, subject to the borrowing base and other conditions.
As amended, the Revolver and Term Loan bear interest at rates based on 30-day SOFR plus applicable margins, subject to a SOFR floor. As of June 30, 2025, the applicable margin is 4.25 % for the Revolver and 6.50 % for the Term Loan, with a 4.00 % SOFR floor .
The quarterly weighted average interest rate for the Credit Agreement, as of June 30, 2025 and 2024 was 10.46 % and 12.07 %, respectively.
The Credit Agreement contains customary affirmative and negative covenants, including limitations on indebtedness, liens, investments, asset sales, and dividends, as well as financial maintenance covenants. The financial covenants, as amended, include a minimum Consolidated Fixed Charge Coverage Ratio and/or Consolidated EBITDA thresholds and a minimum liquidity requirement, each tested periodically.
Financial covenants
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:
- 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 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 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:
- Trailing Four Quarter Test Period ending June 30, 2025 - $ 31,691,000 .
Under the Credit Agreement, the Company may 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; breaches of representations and warranties that are not timely cured; violation of covenants; bankruptcy and insolvency events; and, events constituting a change of control.
The Company was in compliance with all financial covenants under the Credit Agreement as of June 30, 2025.
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Other debt
The Company has entered into debt agreements with Mobilease for the purpose of financing equipment purchased. As of June 30, 2025 and December 31, 2024, the carrying value of this debt was $ 1.2 million and $ 1.4 million, respectively. The agreements are secured by the financed equipment assets and the debt is included as a component of current debt and long-term debt on the Condensed Consolidated Balance Sheets.
On June 23, 2023, the Company closed on a land-sale leaseback contract for the Company’s Port Lavaca South Yard property located in Port Lavaca, Texas for a purchase price of $ 12.0 million. A portion of the operating lease above the fair value of the land was financed by the Company. As of both June 30, 2025 and December 31, 2024, the carrying value of this debt was $ 2.4 million.
10. Other Long-Term Liabilities
Other long-term liabilities at June 30, 2025 and December 31, 2024 consisted of the following:
June 30, 2025
December 31, 2024
Sale-leaseback arrangement
$
13,917
$
19,001
Deferred compensation
1,175
1,194
Other
392
308
Total other long-term liabilities
$
15,484
$
20,503
Sale-Leaseback Arrangements
On May 15, 2023, the Company entered into a $ 13.0 million sale-leaseback of certain equipment pursuant to which the Company leased-back the equipment for terms ranging from one to three years . The transaction above was recorded as a failed sale-leaseback.
Concurrent with the sale of Company’s Port Lavaca South Yard property, the Company entered into a twenty-year lease agreement whereby the Company leased back the property at an annual rental rate of approximately $ 1.1 million, subject to annual rent increases of 2.5 %. 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 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”). Pursuant to the terms of the Purchase and Sale Agreement, the Company sold its 17300 and 17140 Market Street location in Channelview, Texas for a purchase price of $ 19.1 million. Concurrent with the sale of the property, the Company entered into a fifteen-year lease agreement whereby the Company leased 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. The transaction above was recorded as a failed sale-leaseback.
Related to the failed sale-leasebacks, the Company recorded liabilities for the amounts received, will continue to depreciate the non-land portion of the assets, 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 terms.
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11. Income Taxes
The Company’s effective tax rate is based on expected income, statutory rates and tax planning opportunities available to it. For interim financial reporting, the Company estimates its annual tax rate based on projected taxable income for the full year and records a quarterly tax provision in accordance with the anticipated annual rate.
Income tax (benefit) expense included in the Company’s accompanying Condensed Consolidated Statements of Operations was as follows:
Three Months Ended
Six Months Ended
June 30,
June 30,
2025
2024
2025
2024
Income tax (benefit) expense
$
( 212 )
$
617
$
( 72 )
$
265
Effective tax rate
( 33.7 )
%
( 10.3 )
%
11.2
%
( 2.1 )
%
The effective rate for the three and six months ended June 30, 2025 differed from the Company’s 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.
The Company assessed the realizability of its deferred tax assets and determined that it was more likely than not that some portion or all the deferred tax assets would not be realized and therefore recorded a valuation allowance on the net deferred tax assets. The Company assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use 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. For the three and six months ended June 30, 2025 the Company evaluated positive and negative evidence in determining the amount of deferred tax assets more likely than not to be realized. Based on the review of available evidence, management believes that a valuation allowance on the net deferred tax assets at June 30, 2025 remains appropriate.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes provisions, that may impact our tax rate such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The Company is currently assessing the potential impact on its consolidated financial statements.
12. 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 three months ended June 30, 2025 and 2024, the Company had 48,940 and 181,025 shares, respectively, that were potentially dilutive in earnings per share calculations. For the six months ended June 30, 2025 and 2024, the Company had 52,103 and 201,550 shares, 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 three and six months ended June 30, 2025 and 2024. Such stock options are antidilutive and are not included in the computation of earnings per share for those periods. The Company reported a net loss for the three months
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ended June 30, 2024 and the six months ended June 30, 2025 and 2024; therefore, all potentially dilutive securities are antidilutive and are excluded from the computation of diluted loss per share for such periods.
The following table reconciles the denominators used in the computations of both basic and diluted earnings per share:
Three Months Ended June 30,
Six Months Ended June 30,
2025
2024
2025
2024
Basic:
.
Weighted average shares outstanding
39,765,051
33,111,987
39,412,681
32,832,868
Diluted:
Total basic weighted average shares outstanding
39,765,051
33,111,987
39,412,681
32,832,868
Effect of potentially dilutive securities:
Common stock options
9,354
—
—
—
Employee stock purchase plan
16,759
—
—
—
Total weighted average shares outstanding assuming dilution
39,791,164
33,111,987
39,412,681
32,832,868
13. 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. 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. During the six months ended June 30, 2025, there were 71,133 shares issued under the ESPP generating proceeds to the Company of $ 0.3 million. The Company has an outstanding liability pertaining to the ESPP of $ 0.3 million as of June 30, 2025, included in accrued expenses, for employee contributions to the ESPP, pending issuance at the end of the offering period.
The table below presents the share-based compensation expense included in the Company’s accompanying condensed consolidated statements of operations:
Three Months Ended June 30,
Six Months Ended June 30,
2025
2024
2025
2024
Restricted stock awards
$
1,456
$
1,186
$
2,189
$
1,477
Performance stock units
( 25 )
370
282
437
Employee share purchase plan
88
—
171
—
Total share-based compensation expense
$
1,519
$
1,556
$
2,642
$
1,914
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Under its approved long-term incentive plan, the Company grants share-based awards to its employees. The following table presents a summary of the Company’s unvested restricted stock awards and performance share units granted under the plan:
Restricted stock awards
Performance stock units
Weighted
Weighted
Number
Average
Number
Average
of
Fair Value
of
Fair Value
Shares
Per Share
Shares
Per Share
Nonvested at December 31, 2024
1,008,232
$
6.56
534,231
$
3.65
Granted
205,963
$
5.94
293,073
$
7.17
Vested
( 106,475 )
$
5.46
—
$
—
Forfeited shares
( 10,960 )
$
8.56
—
$
—
Nonvested at March 31, 2025
1,096,760
$
6.53
827,304
$
4.89
Granted
454,630
$
8.61
—
$
—
Vested
( 208,108 )
$
9.11
—
$
—
Forfeited shares
( 68,943 )
$
6.73
( 195,017 )
$
4.56
Nonvested at June 30, 2025
1,274,339
$
6.84
632,287
1
$
5.00
(1) A maximum of 1.2 million common shares could be awarded based upon the Company’s achievement of set performance-metrics.
On March 20, 2025, the Company granted certain executives a total of 293,073 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 absolute adjusted EBITDA target, measured in the final year of 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 targeted award levels each reporting period. The fair value of the grants awarded related to the adjusted EBITDA target was $ 5.89 per share and the fair value of the grants awarded related to the relative total shareholder return target was $ 8.45 valued using a Monte Carlo simulation model.
The following table presents the assumptions related to the performance share units granted in 2025 related to the relative total shareholder return, as indicated in the previous summary table:
2025
Grant-date fair value
$
5.89
Risk-free interest rate
3.86
%
Volatility factor
65.52
%
Contractual term (years)
2.78
In the six months ended June 30, 2025, there were 15,000 options exercised generating proceeds to the Company of $ 0.1 million. In the three months ended June 30, 2024, there were 10,246 options exercised generating proceeds to the Company of $ 0.1 million. In the six months ended June 30, 2024, there were 56,568 options exercised generating proceeds to the Company of $ 0.4 million.
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The following table presents a summary of the unrecognized compensation cost, and the related weighted average recognition period associated with unvested awards and units as of June 30, 2025:
Restricted stock awards
Performance stock units
Unrecognized compensation cost
$
7,475
$
2,815
Weighted average period for recognition (years)
2.34
1.90
14. Commitments and Contingencies
The Company is involved in various legal and other proceedings that 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 claims and contingencies.
15. Segment Information
The Company has determined that it has two reportable segments pursuant to ASC Topic 280, Segment Reporting . 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 and concrete, which operate under the Orion brand and logo.
In making this determination, the Company considered the similar economic characteristics of each segment’s operations, including internal processes, customer base, regulatory oversight, and macroeconomic factors that drive each. Both the marine and concrete segments have a single individual responsible for managing the entire segment. Resources are allocated by segment and financial and budgetary information is compiled and reviewed by segment.
Marine Segment
Our marine segment provides construction, dredging and specialty services. Construction services include construction, restoration, maintenance, dredging and repair of marine transportation facilities, marine pipelines, bridges and causeways and marine environmental structures. Dredging services generally enhance or preserve the navigability of waterways or the protection of shorelines through the removal or replenishment of soil, sand or rock. Specialty services include design, salvage, demolition, surveying, towing, diving and underwater inspection, excavation and repair.
Concrete Segment
Our concrete segment provides turnkey concrete construction services, including concrete surface place and finish, site preparation, layout, forming, and rebar placement for large commercial, structural and other associated business areas.
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Segment information for the periods presented is provided as follows:
Three Months Ended June 30,
Six Months Ended June 30,
2025
2024
2025
2024
Amount
Amount
Amount
Amount
Marine
(dollar amounts in thousands)
(dollar amounts in thousands)
Contract revenues
$
135,302
$
130,953
$
262,465
$
237,278
Cost of contract revenues
115,156
120,878
223,794
220,998
Gross profit
20,146
10,075
38,671
16,280
Selling, general and administrative expenses
14,141
15,604
28,059
26,759
Gain on disposal of assets, net
( 225 )
( 62 )
( 396 )
( 146 )
Operating income (loss)
$
6,230
$
( 5,467 )
$
11,008
$
( 10,333 )
Total assets
$
345,833
$
322,031
$
345,833
$
322,031
Property and equipment, net
$
93,676
$
80,115
$
93,676
$
80,115
Depreciation and amortization
$
4,373
$
4,922
$
8,904
$
9,852
Capital expenditures
$
6,875
$
3,269
$
15,846
$
4,776
Concrete
Contract revenues
$
69,984
$
61,214
$
131,474
$
115,561
Cost of contract revenues
64,333
53,008
121,333
98,022
Gross profit
5,651
8,206
10,141
17,539
Selling, general and administrative expenses
8,633
5,531
17,260
13,375
Gain on disposal of assets, net
( 184 )
( 24 )
( 376 )
( 277 )
Operating (loss) income
$
( 2,798 )
$
2,699
$
( 6,743 )
$
4,441
Total assets
$
86,890
$
91,988
$
86,890
$
91,988
Property and equipment, net
$
4,001
$
5,860
$
4,001
$
5,860
Depreciation and amortization
$
858
$
1,049
$
1,730
$
2,138
Capital expenditures
$
257
$
1,365
$
319
$
1,711
There were $ 0.6 million and $ 1.1 million in intersegment revenues between the Company’s two reportable segments for the three months ended June 30, 2025 and 2024, respectively. There were $ 1.6 million and $ 1.7 million in intersegment revenues between the Company’s two reportable segments for the six months ended June 30, 2025 and 2024, respectively.
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16. Leases
The Company has operating and finance leases for office space, equipment and vehicles.
Leases recorded on the balance sheet consists of the following:
June 30,
December 31,
Leases
2025
2024
Assets
Operating lease right-of-use assets, net (1)
$
23,708
$
27,101
Financing lease right-of-use assets, net (2)
23,061
25,806
Total assets
$
46,769
$
52,907
Liabilities
Current
Operating
$
5,549
$
7,546
Financing
10,997
10,580
Total current
16,546
18,126
Noncurrent
Operating
21,030
20,837
Financing
7,665
11,346
Total noncurrent
28,695
32,183
Total liabilities
$
45,241
$
50,309
(1) Operating lease right-of-use assets are recorded net of accumulated amortization of $ 30.4 million and $ 25.6 million as of June 30, 2025 and December 31, 2024, respectively.
(2) Financing lease right-of-use assets are recorded net of accumulated amortization of $ 21.3 million and $ 17.0 million as of June 30, 2025 and December 31, 2024, respectively.
Other information related to lease term and discount rate is as follows:
June 30,
December 31,
2025
2024
Weighted Average Remaining Lease Term (in years)
Operating leases
8.79
8.35
Financing leases
2.20
2.40
Weighted Average Discount Rate
Operating leases
11.39
%
10.66
%
Financing leases
9.15
%
8.74
%
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The components of lease expense are as follows:
Three months ended June 30,
Six months ended June 30,
2025
2024
2025
2024
Operating lease costs:
Operating lease cost
$
3,071
$
3,051
$
6,206
$
6,042
Short-term lease cost (1)
1,451
945
2,672
1,850
Financing lease costs:
Interest on lease liabilities
449
424
870
831
Amortization of right-of-use assets
2,132
1,853
4,360
3,664
Total lease cost
$
7,103
$
6,273
$
14,108
$
12,387
(1) Includes expenses related to leases with a lease term of more than one month but less than one year.
Supplemental cash flow information related to leases is as follows:
Six Months Ended June 30,
2025
2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases
$
4,638
$
5,656
Operating cash flows for finance leases
$
870
$
831
Financing cash flows for finance leases
$
5,316
$
4,209
Non-cash activity:
ROU assets obtained in exchange for new operating lease liabilities
$
2,287
$
13,815
ROU assets obtained in exchange for new financing lease liabilities
$
2,182
$
4,208
Maturities of lease liabilities are summarized as follows:
Operating Leases
Finance Leases
Year ending December 31,
2025 (excluding the six months ended June 30, 2025)
$
4,445
$
6,138
2026
1,771
8,195
2027
5,744
2,769
2028
4,403
1,442
2029
3,678
2,133
Thereafter
28,591
64
Total future minimum lease payments
48,632
20,741
Less - amount representing interest
22,053
2,079
Present value of future minimum lease payments
26,579
18,662
Less - current lease obligations
5,549
10,997
Long-term lease obligations
$
21,030
$
7,665
1
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.