8 unchanged sentences
We have based these forward-looking statements on our current expectations and assumptions about future events.
−Removed: While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control, including unforeseen productivity delays and other difficulties encountered in project execution, challenges incurred by virtue of our position as a substantial subcontractor that reports to a significantly larger project contractor, levels of government funding or other governmental budgetary constraints, contract modifications and changes, including change orders and contract cancellation at the discretion of the customer , and the general economic impact of tariffs and trade wars.
+Added: While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control, including unforeseen productivity delays and other difficulties encountered in project execution, challenges incurred by virtue of our position as a substantial subcontractor that reports to a significantly larger project contractor, levels of government funding or other governmental budgetary constraints, contract modifications and changes, including change orders and contract cancellation at the discretion of the customer , and the general economic impact of government shutdowns, tariffs and trade wars.
These and other important factors, including those described under “Risk Factors” in Part 1, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024 may cause our actual results, performance- or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements.
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MD&A provides a narrative analysis explaining the reasons for material changes in the Company’s (i) financial condition since the most recent fiscal year-end, and (ii) results of operations during the current fiscal year-to-date period and current fiscal quarter as compared to the corresponding periods of the preceding fiscal year.
−Removed: In order to better understand such changes, this MD&A should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in our 2024 Form 10-K, Part II, Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our 2024 Form 10-K and with our unaudited condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q.
+Added: In order to better understand such changes, this MD&A should be read in conjunction with the Company’s audited
+Added: consolidated financial statements and notes thereto included in our 2024 Form 10-K, Part II, Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our 2024 Form 10-K and with our unaudited condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q.
Orion Group Holdings, Inc.
−Removed: and its subsidiaries (hereafter collectively referred to as the “Company”), is a leading specialty construction company serving the infrastructure, industrial, and building sectors, providing
−Removed: 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.
+Added: and its subsidiaries (hereafter collectively referred to as the “Company”), is a leading specialty construction company serving the infrastructure, industrial, and building sectors, providing services both on and off the water in the continental United States, Alaska, Hawaii, Canada and the Caribbean Basin through our marine segment and our concrete segment.
Our marine segment provides construction, dredging and specialty services.
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All of these factors can have a negative impact on our contract performance, which can adversely affect the timing of revenue recognition and ultimate contract profitability.
−Removed: We plan our operations and bidding activity with these factors in mind and they generally have not had a material adverse impact on the results of our operations in the past.
+Added: We plan our operations and bidding activity
+Added: with these factors in mind and they generally have not had a material adverse impact on the results of our operations in the past.
Consolidated Results of Operations
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Our contract backlog represents our estimate of the revenues we expect to realize under the portion of contracts remaining to be performed.
−Removed: Given the typical duration of our contracts, which is generally less than a year, our
−Removed: backlog at any point in time usually represents only a portion of the revenue that we expect to realize during a twelve-month period.
+Added: Given the typical duration of our contracts, which is generally less than a year, our backlog at any point in time usually represents only a portion of the revenue that we expect to realize during a twelve-month period.
We have not been adversely affected by contract cancellations or modifications in the past, however we may be in the future, especially in periods of economic uncertainty.
Backlog as of the periods ended below are as follows (in millions):
−Removed: June 30, 2025
+Added: September 30, 2025
December 31, 2024
4 unchanged sentences
Income Statement Comparisons
−Removed: Three months ended June 30, 2025 compared with three months ended June 30, 2024.
−Removed: Three Months Ended June 30,
+Added: Three months ended September 30, 2025 compared with three months ended September 30, 2024.
+Added: Three Months Ended September 30,
(dollar amounts in thousands)
3 unchanged sentences
Gain on disposal of assets, net
−Removed: Operating income (loss)
+Added: Operating income from operations
Other (expense) income:
1 unchanged sentence
Other expense, net
−Removed: Income (loss) before income taxes
−Removed: Income tax (benefit) expense
−Removed: Net income (loss)
+Added: Income before income taxes
+Added: Income tax expense
Contract Revenues.
−Removed: Contract revenues for the three months ended June 30, 2025 of $205.3 million increased $13.1 million, or 6.8%, as compared to $192.2 million in the prior year period.
−Removed: The increase was primarily due to new awards and higher volume across the marine and concrete segments.
+Added: Contract revenues for the three months ended September 30, 2025 of $225.1 million decreased $1.6 million, or 1%, as compared to $226.7 million in the prior year period.
Gross Profit.
−Removed: Gross profit was $25.8 million for the three months ended June 30, 2025 compared to $18.3 million in the prior year period, an increase of $7.5 million, or 41.1%.
−Removed: The increase in gross profit was primarily driven by increased revenue, improvement in marine projects, and reduced indirect expenses, partially offset by favorable concrete project close-outs in 2024 that did not reoccur in 2025.
+Added: Gross profit was $29.8 million for the three months ended September 30, 2025 compared to $27.1 million in the prior year period, an increase of $2.7 million, or 10%.
+Added: The increase in gross profit was primarily driven by strong project execution and favorable utilization.
Selling, General and Administrative Expense.
−Removed: Selling, general and administrative (“SG&A”) expenses were $22.8 million for the three months ended June 30, 2025 compared to $21.1 million in the prior year period, an increase of $1.7 million or 7.8%.
+Added: Selling, general and administrative (“SG&A”) expenses were $25.1 million for the three months ended September 30, 2025 compared to $20.8 million in the prior year period, an increase of $4.3 million or 20.2%.
The increase in SG&A was primarily due to increased spending to support business growth.
Gain on Disposal of Assets, net.
−Removed: During the three months ended June 30, 2025 and 2024 we realized $0.4 million and $0.1 million, respectively, of net gains on disposal of assets.
+Added: During the three months ended September 30, 2025 and 2024 we realized $0.6 million and $1.6 million, respectively, of net gains on disposal of assets.
Other Income, net of Expense.
Other expense primarily reflects interest on our borrowings, partially offset by interest income and non-operating gains or losses.
−Removed: Income Tax (Benefit) Expense.
−Removed: We recorded a tax benefit of $0.2 million in the three months ended June 30, 2025, compared to a tax expense of $0.6 million in the prior year period.
−Removed: Our effective tax rate for the three months ended June 30, 2025 differs from the federal statutory rate 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.
−Removed: Six months ended June 30, 2025 compared with six months ended June 30, 2024.
−Removed: Six Months Ended June 30,
+Added: Income Tax Expense.
+Added: We recorded a tax expense of $0.3 million in the three months ended September 30, 2025, compared to $0.1 million in the prior year period.
+Added: Nine months ended September 30, 2025 compared with nine months ended September 30, 2024.
+Added: Nine Months Ended September 30,
(dollar amounts in thousands)
3 unchanged sentences
Gain on disposal of assets, net
−Removed: Operating income (loss) from operations
+Added: Operating income from operations
Other (expense) income:
1 unchanged sentence
Other expense, net
−Removed: Loss before income taxes
−Removed: Income tax (benefit) expense
+Added: Income (loss) before income taxes
+Added: Income tax expense
+Added: Net income (loss)
Contract Revenues.
−Removed: Contract revenues for the six months ended June 30, 2025 of $393.9 million increased $41.1 million or 11.6% as compared to $352.8 million in the prior year period.
−Removed: The increase was primarily due to new awards and higher volume across the marine and concrete segments.
+Added: Contract revenues for the nine months ended September 30, 2025 of $619 million increased $39.5 million or 7% as compared to $579.5 million in the prior year period.
+Added: The increase was primarily due to new awards and higher volume across the business.
Gross Profit.
−Removed: Gross profit was $48.8 million for the six months ended June 30, 2025 compared to $33.8 million in the prior year period, an increase of $15.0 million, or 44.3%.
−Removed: The increase in gross profit was primarily driven by increased revenue, improvement in marine projects, and reduced indirect expenses, partially offset by favorable concrete project close-outs in 2024 that did not reoccur in 2025.
+Added: Gross profit was $78.6 million for the nine months ended September 30, 2025 compared to $60.9 million in the prior year period, an increase of $17.7 million, or 29%.
+Added: The increase in gross profit was primarily driven by strong project execution and favorable utilization.
Selling, General and Administrative Expense.
−Removed: SG&A expenses were $45.3 million for the six months ended June 30, 2025 compared to $40.1 million in the prior year period, an increase of $5.2 million, or 12.9%.
+Added: SG&A expenses were $70.4 million for the nine months ended September 30, 2025 compared to $61.0 million in the prior year period, an increase of $9.4 million, or 15%.
The increase in SG&A was primarily due to increased spending to support business growth.
Gain on Disposal of Assets, net.
−Removed: During the six months ended June 30, 2025 and 2024 we realized $0.8 million and $0.4 million, respectively, of net gains on disposal of assets.
+Added: During the nine months ended September 30, 2025 and 2024 we realized $1.4 million and $2.0 million, respectively, of net gains on disposal of assets.
Other Income, net of Expense.
Other expense primarily reflects interest on our borrowings, partially offset by interest income and non-operating gains or losses.
−Removed: Income Tax (Benefit) Expense.
−Removed: We recorded a tax benefit of $0.1 million in the six months ended June 30, 2025, compared to a tax expense of $0.3 million in the prior year period.
−Removed: Our effective tax rate for the six months ended June 30, 2025 differs from the federal statutory rate 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.
+Added: Income Tax Expense.
+Added: We recorded a tax expense of $0.2 million in the nine months ended September 30, 2025, compared to $0.3 million in the prior year period.
Segment Results
The following table sets forth, for the periods indicated, statements of operations data by segment, segment revenues as a percentage of consolidated revenues and segment operating income (loss) as a percentage of segment revenues.
−Removed: Three months ended June 30, 2025 compared with three months ended June 30, 2024.
−Removed: Three Months Ended June 30,
+Added: Three months ended September 30, 2025 compared with three months ended September 30, 2024.
+Added: Three Months Ended September 30,
(dollar amounts in thousands)
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Marine Segment
−Removed: Revenues for our marine segment for the three months ended June 30, 2025 were $135.3 million compared to $131.0 million for the three months ended June 31, 2024, an increase of $4.3 million, or 3.3%.
−Removed: The increase was primarily due to new awards and higher volume on our marine construction contracts.
−Removed: Operating income for our marine segment for the three months ended June 30, 2025 was $6.2 million, compared to an operating loss of $5.5 million for the three months ended June 30, 2024, an increase of $11.7 million.
−Removed: The increase in gross profit was primarily driven by increased revenue, reduced indirect expenses, and project delays in 2024 that did not reoccur in 2025 .
+Added: Revenues for our marine segment for the three months ended September 30, 2025 were $142.9 million compared to $140.0 million for the three months ended September 30, 2024.
+Added: Operating income for our marine segment for the three months ended September 30, 2025 was $11.0 million, compared to $5.5 million for the three months ended September 30, 2024, an increase of $5.5 million.
+Added: The increase in gross profit was primarily driven by strong project execution and favorable utilization.
Concrete Segment
−Removed: Revenues for our concrete segment for the three months ended June 30, 2025 were $70.0 million compared to $61.2 million for the three months ended June 30, 2024, an increase of $8.8 million, or 14.3%.
−Removed: This increase was primarily due to new awards and higher volume on our concrete contracts.
−Removed: Operating loss for our concrete segment for the three months ended June 30, 2025 was $2.8 million, compared to operating income of $2.7 million for the three months ended March 31, 2024, a decrease of $5.5 million.
−Removed: This decrease was primarily driven by favorable concrete project close-outs in 2024 that did not reoccur in 2025.
−Removed: Six months ended June 30, 2025 compared with six months ended June 30, 2024.
−Removed: Six Months Ended June 30,
+Added: Revenues for our concrete segment for the three months ended September 30, 2025 were $82.2 million compared to $86.7 million for the three months ended September 30, 2024.
+Added: Operating loss for our concrete segment for the three months ended September 30, 2025 was $5.7 million, compared to operating income of $2.3 million for the three months ended September 30, 2024, a decrease of $8.0 million.
+Added: This decrease was primarily driven by seasonal weather delays and favorable concrete project close-outs in 2024 that did not reoccur in 2025.
+Added: Nine months ended September 30, 2025 compared with nine months ended September 30, 2024.
+Added: Nine Months Ended September 30,
(dollar amounts in thousands)
12 unchanged sentences
Marine Segment
−Removed: Revenues for our marine segment for the six months ended June 30, 2025 were $262.5 million compared to $237.3 million for the six months ended June 30, 2024, an increase of $25.2 million, or 10.6%.
+Added: Revenues for our marine segment for the nine months ended September 30, 2025 were $405.4 million compared to $377.3 million for the nine months ended September 30, 2024, an increase of $28.1 million, or 7%.
The increase was primarily due to new awards and higher volume on our marine construction contracts.
−Removed: Operating income for our marine segment for the six months ended June 30, 2025 was $11.0 million, compared to an operating loss of $10.3 million for the six months ended June 30, 2024, an increase of $21.3 million.
−Removed: The increase in gross profit was primarily driven by increased revenue, reduced indirect expenses, and project delays in 2024 that did not reoccur in 2025 .
+Added: Operating income for our marine segment for the nine months ended September 30, 2025 was $22.0 million, compared to an operating loss of $4.8 million for the nine months ended September 30, 2024, an increase of $26.8 million.
+Added: The increase was primarily driven by increased revenue, strong project execution and favorable utilization.
Concrete Segment
−Removed: Revenues for our concrete segment for the six months ended June 30, 2025 were $131.5 million compared to $115.6 million for the six months ended June 30, 2024, an increase of $15.9 million, or 13.8%.
+Added: Revenues for our concrete segment for the nine months ended September 30, 2025 were $213.6 million compared to $202.2 million for the nine months ended September 30, 2024, an increase of $11.4 million, or 6%.
This increase was primarily due to new awards and higher volume on our concrete contracts.
−Removed: Operating loss for our concrete segment for the six months ended June 30, 2025 was $6.7 million, compared to operating income of $4.4 million for the six months ended June 30, 2024, a decrease of $11.1 million.
−Removed: This decrease was primarily driven by favorable concrete project close-outs in 2024 that did not reoccur in 2025.
+Added: Operating loss for our concrete segment for the nine months ended September 30, 2025 was $12.4 million, compared to operating income of $6.7 million for the nine months ended September 30, 2024, a decrease of $19.1 million.
+Added: This decrease was primarily driven by seasonal weather delays and favorable concrete project close-outs in 2024 that did not reoccur in 2025.
Liquidity and Capital Resources
Changes in working capital are normal within our business given the varying mix in size, scope, seasonality and timing of delivery of our projects.
−Removed: At June 30, 2025, our working capital was $76.9 million, as compared to $78.2 million at December 31, 2024.
−Removed: As of June 30, 2025, we had unrestricted cash on hand of $1.7 million.
−Removed: Our borrowing availability under the revolving portion of our Credit Agreement at June 30, 2025 was approximately $21.9 million.
+Added: At September 30, 2025, our working capital was $71.9 million, as compared to $78.2 million at December 31, 2024.
+Added: As of September 30, 2025, we had unrestricted cash on hand of $4.9 million.
+Added: Our borrowing availability under the revolving portion of our Credit Agreement at September 30, 2025 was approximately $41.2 million.
Our primary liquidity needs are to finance our working capital and fund capital expenditures.
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Significant assumptions used in our forecasted model of liquidity include forecasted sales, costs, and capital expenditures, as well as expected timing and proceeds of planned asset sale transactions.
−Removed: As of June 30, 2025, management believes the Company will have adequate liquidity for its operations for at least the next 12 months.
−Removed: The following table provides information regarding our cash flows and our capital expenditures for the three and six months ended June 30, 2025 and 2024:
−Removed: Six months ended
+Added: As of September 30, 2025, management believes the Company will have adequate liquidity for its operations for at least the next 12 months.
+Added: The following table provides information regarding our cash flows and our capital expenditures for the nine months ended September 30, 2025 and 2024:
+Added: Nine months ended
+Added: September 30,
Net income (loss)
2 unchanged sentences
Change in operating assets and liabilities (working capital)
−Removed: Cash flows used in operating activities
+Added: Cash flows provided by (used in) operating activities
Cash flows used in investing activities
2 unchanged sentences
Operating Activities.
−Removed: During the six months ended June 30, 2025 we used approximately $9.0 million of cash in our operating activities.
−Removed: The net cash outflow was comprised of $26.9 million of outflows related to changes in net working capital, partially offset by $17.9 million of cash inflows from net income, after adjusting for non-cash items.
−Removed: The changes in net working capital, which are reflected as changes in operating assets and liabilities in our Condensed Consolidated Statements of Cash Flows, were primarily driven by a $58.8 million cash outflow related to a decrease in our net position of accounts receivable and accounts payable plus accrued liabilities during the period and a $3.2 million decrease in operating lease liabilities, partially offset by $34.8 million of cash inflows pursuant to the relative timing and significance of project progression and billings during the period.
+Added: During the nine months ended September 30, 2025 we generated approximately $14.3 million of cash in our operating activities.
+Added: The net cash inflow was comprised of $32.0 million of cash inflows
+Added: from net income, after adjusting for non-cash items, partially offset by $17.7 million of outflows related to changes in net working capital.
+Added: The changes in net working capital, which are reflected as changes in operating assets and liabilities in our Condensed Consolidated Statements of Cash Flows, were primarily driven by a $57.5 million cash outflow related to a decrease in our net position of accounts receivable and accounts payable plus accrued liabilities during the period and a $4.6 million decrease in operating lease liabilities, partially offset by $40.4 million of cash inflows pursuant to the relative timing and significance of project progression and billings during the period and a $4.0 million cash inflow related to a decrease in prepaid expenses.
Investing Activities.
−Removed: During the six months ended June 30, 2025, we used approximately $15.0 million of cash in our investing activities.
−Removed: Capital asset additions and betterments to our fleet were $16.2 million and $6.5 million in the six months ended June 30, 2025 and 2024, respectively.
+Added: During the nine months ended September 30, 2025, we used approximately $23.8 million of cash in our investing activities.
+Added: Capital asset additions and betterments to our fleet were $25.5 million and $10.6 million in the nine months ended September 30, 2025 and 2024, respectively.
Financing Activities.
−Removed: During the six months ended June 30, 2025, we used approximately $2.6 million of cash in our financing activities.
−Removed: During the six months ended June 30, 2025, we had borrowings on credit of $77.0 million and repayments of $67.0 million on the White Oak revolving credit line, payments on finance lease liabilities of $5.3 million, payments made on failed sale-leaseback arrangements of $7.2 million.
+Added: During the nine months ended September 30, 2025, we used approximately $13.9 million of cash in our financing activities.
+Added: During the nine months ended September 30, 2025, we had borrowings and repayments of $138.1 million on the White Oak revolving credit line, payments on finance lease liabilities of $7.8 million, and payments made on failed sale-leaseback arrangements of $7.5 million.
Sources of Capital
−Removed: On May 15, 2023, we entered into a new three-year $103.0 million Credit Agreement with White Oak, which includes a $65.0 million asset based revolving credit line and a $38.0 million fixed asset term loan.
+Added: On May 15, 2023, we entered into a $103.0 million Credit Agreement with White Oak, which included a $65 million asset based revolving credit line and a $38 million fixed asset term loan.
Please see “Note 9 – Debt” in our unaudited condensed consolidated financial statements for a more detailed description of the Credit Facility.
−Removed: We were in compliance with all financial covenants under the amended agreement as of June 30, 2025.
−Removed: Bonding Capacity
−Removed: We are often required to provide various types of surety bonds that provide additional security to our customers for our performance under certain government and private sector contracts.
−Removed: Our ability to obtain surety bonds depends on our capitalization, working capital, past performance and external factors, including the capacity of the overall surety market.
−Removed: At June 30, 2025, the capacity under our current bonding arrangement was $1.1 billion, with approximately $485 million of projects being bonded.
−Removed: While we believe that our current bonding capacity is sufficient to satisfy current demand for our services, any new major project opportunities may require us to seek additional bonding capacity in the future.
−Removed: We believe our balance sheet and working capital position will allow us to access additional bonding capacity as needed in the future.
+Added: We were in compliance with all financial covenants under the amended agreement as of September 30, 2025.
Effect of Inflation
2 unchanged sentences
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.