Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☑
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2026
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission file number: 1-33891
ORION GROUP HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware
State of Incorporation
26-0097459
IRS Employer Identification Number
2940 Riverby Road, Suite 400
Houston, Texas 77020
Address of Principal Executive Office
(713) 852-6500
Registrant’s telephone number (including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol(s)
Name of Each Exchange on Which Registered
Common stock, $0.01 par value per share
ORN
The New York Stock Exchange
NYSE Texas
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days: ☑ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files): Yes ☑ No ☐
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, "accelerated filer", "smaller reporting company” and "emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer ☐
Accelerated filer ☑
Non-accelerated filer ☐
Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): ☐ Yes ☑ No
There were 40,479,278 shares of common stock outstanding as of April 28, 2026.
Quarterly Report on Form 10-Q for the period ended March 31, 2026
Index
Page
PART I
FINANCIAL INFORMATION
Item 1.
Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets at March 31, 2026 and December 31, 2025
3
Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and 2025
4
Condensed Consolidated Statements of Comprehensive Loss for the Three Months Ended March 31, 2026 and 2025
5
Condensed Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31, 2026 and 2025
6
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025
7
Notes to Condensed Consolidated Financial Statements
8
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
27
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
33
Item 4.
Controls and Procedures
34
PART II
OTHER INFORMATION
Legal Proceedings
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
Defaults upon Senior Securities
35
Mine Safety Disclosures
Item 5.
Other Information
Item 6.
Exhibits
SIGNATURES
37
2
PART I.FINANCIAL INFORMATION
ITEM 1.FINANCIAL STATEMENTS
Orion Group Holdings, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(In Thousands, Except Share and Per Share Information)
March 31,
December 31,
2026
2025
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents
$
6,254
1,588
Restricted cash
1,697
Accounts receivable:
Trade, net of allowance for credit losses of $3,443 and $3,461, respectively
140,130
175,695
Retainage
54,484
49,194
Income taxes receivable
241
256
Other current
3,648
3,531
Inventory
2,760
2,432
Contract assets
42,633
31,083
Prepaid expenses and other
9,574
12,686
Total current assets
261,421
278,162
Property and equipment, net of accumulated depreciation
125,444
88,210
Operating lease right-of-use assets, net of accumulated amortization
24,391
20,397
Financing lease right-of-use assets, net of accumulated amortization
16,361
18,360
Inventory, non-current
6,484
6,395
Other non-current
2,566
3,128
Goodwill
32,742
—
Intangible assets
9,314
Total assets
478,723
414,652
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current debt, net of debt issuance costs
5,849
1,789
Accounts payable:
Trade
95,025
107,433
1,372
1,699
Accrued liabilities
19,610
31,750
Income taxes payable
275
197
Contract liabilities
52,379
49,104
Current portion of operating lease liabilities
4,698
4,418
Current portion of financing lease liabilities
6,000
7,517
Total current liabilities
185,208
203,907
Long-term debt, net of debt issuance costs
66,336
6,085
Operating lease liabilities
28,314
24,695
Financing lease liabilities
5,461
5,878
Other long-term liabilities
26,736
15,055
Total liabilities
312,055
255,620
Stockholders’ equity:
Accumulated other comprehensive loss
(23)
Preferred stock -- $0.01 par value, 10,000,000 authorized, none issued
Common stock -- $0.01 par value, 50,000,000 authorized, 41,190,509 and 40,612,139 issued; 40,479,278 and 39,900,908 outstanding at March 31, 2026 and December 31, 2025, respectively
412
406
Treasury stock, 711,231 shares, at cost, as of March 31, 2026 and December 31, 2025, respectively
(6,540)
Additional paid-in capital
229,335
226,369
Retained loss
(56,516)
(61,203)
Total stockholders’ equity
166,668
159,032
Total liabilities and stockholders’ equity
The accompanying notes are an integral part of these condensed consolidated financial statements
Condensed Consolidated Statements of Operations
Three Months Ended
Contract revenues
216,301
188,653
Costs of contract revenues
190,422
165,638
Gross profit
25,879
23,015
Selling, general and administrative expenses
26,319
22,545
Amortization of intangible assets
390
Gain on disposal of assets, net
(35)
(363)
Operating (loss) income
(795)
833
Other (expense) income:
Interest expense
(1,531)
(2,334)
Other income
161
227
Other expense, net
(1,370)
(2,107)
Loss before income taxes
(2,165)
(1,274)
Income tax (benefit) expense
(6,852)
140
Net income (loss)
4,687
(1,414)
Basic income (loss) per share
0.12
(0.04)
Diluted income (loss) per share
Shares used to compute income (loss) per share
Basic
40,110,047
39,056,396
Diluted
40,133,155
Condensed Consolidated Statements of Comprehensive Loss
(In Thousands)
Three months ended March 31,
Change in fair value of cash flow hedge, net of tax expense of $5 for the quarter ended March 31, 2026
(18)
Total comprehensive income (loss)
4,669
Condensed Consolidated Statements of Stockholders’ Equity
(In Thousands, Except Share and Per Share Information) (Unaudited)
Common
Treasury
Accumulated Other
Additional
Stock
Comprehensive
Paid-In
Retained
Shares
Amount
Loss
Capital
Total
Balance, January 1, 2026
40,612,139
(711,231)
Share-based compensation
1,387
Issuance of shares related to acquisition
182,392
2,396
2,398
Issuance of restricted stock
430,799
(4)
Employee share purchase plan issuance
65,783
1
447
448
Forfeiture of restricted stock
(4,267)
Cash flow hedge
Payments related to tax withholding for share-based compensation
(96,337)
(1)
(1,260)
(1,261)
Net loss
Balance, March 31, 2026
41,190,509
Balance, January 1, 2025
39,681,597
397
220,513
(63,691)
150,679
1,123
Exercise of stock options
15,000
108
499,036
(5)
71,133
336
337
(10,960)
Balance, March 31, 2025
40,255,806
403
222,075
(65,105)
150,833
Condensed Consolidated Statements of Cash Flows
(in Thousands)
Cash flows from operating activities:
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization
4,384
3,175
Amortization of right-of use ("ROU") operating leases
1,402
2,477
Amortization of ROU finance leases
2,003
2,228
Amortization of deferred debt issuance costs
84
395
Deferred income taxes
(6,829)
(11)
Allowance for credit losses
232
Change in operating assets and liabilities:
Accounts receivable
33,737
(35,266)
Income tax receivable
14
47
(288)
63
2,627
1,319
(10,457)
20,827
Accounts payable
(13,948)
13,747
(11,779)
(6,174)
(1,495)
(1,219)
Income tax payable
79
(14)
(630)
(4,615)
Net cash provided by (used in) operating activities
4,925
(3,443)
Cash flows from investing activities:
Proceeds from sale of property and equipment
60
341
Purchase of property and equipment
(8,575)
(9,033)
Business acquisition, net cash acquired
(44,000)
Net cash used in investing activities
(52,515)
(8,692)
Cash flows from financing activities:
Borrowings on credit facilities
53,000
3,047
Payments on credit facilities
(40,000)
(3,148)
Proceeds from term loan
40,000
Proceeds from deemed financing obligation
4,221
Principal payments on deemed financing obligation
(1,226)
(729)
Loan costs related to credit facilities
(419)
(323)
Payments of finance lease liabilities
(2,507)
(2,517)
Employee stock plans, net activity
(813)
445
Net cash provided by (used in) financing activities
52,256
(3,225)
Net change in cash, cash equivalents and restricted cash
4,666
(15,360)
Cash, cash equivalents and restricted cash at beginning of period
3,285
28,316
Cash, cash equivalents and restricted cash at end of period
7,951
12,956
Total cash, cash equivalents and restricted cash shown above
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest, net of amounts capitalized
922
2,113
Taxes, net of refunds
(115)
118
Noncash financing activity:
Capital expenditures included in accounts payable and accrued liabilities
664
(Tabular Amounts in Thousands, Except Share and per Share Amounts)
1.Description of Business and Basis of Presentation
Description of Business
Orion Group Holdings, Inc. and its subsidiaries (hereafter collectively referred to as the “Company” or “Orion”), 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.
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 2025 Annual Report on Form 10-K.
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 months ended March 31, 2026 are not necessarily indicative of the results realizable for the year ending December 31, 2026.
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 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 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.
In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments introduce a practical expedient that allows entities to assume current conditions as of the balance sheet date remain unchanged over the remaining life of current accounts receivable and current contract assets arising from transactions within the scope of ASC 606. The ASU is effective for fiscal years beginning after December 15,
2025, including interim periods within those fiscal years, with early adoption permitted. Adoption did not have a material impact on the Company’s financial position or results of operations.
3.Acquisition
Acquisition Overview
On February 3, 2026 (the “Acquisition Date”), the Company completed the acquisition of all of the outstanding capital stock of J.E. McAmis, Inc., a California corporation, and all of the membership interests in JEM Marine Leasing, LLC, a Washington limited liability company (collectively, “JEM”), pursuant to a Securities Purchase Agreement (the “Purchase Agreement”). J.E. McAmis, Inc. specializes in dredging, jetty and breakwater construction, environmental restoration and rehabilitation, and dam and spillway work and has historically operated primarily in Washington and Oregon, with additional projects in Canada, Florida, Alaska, and Hawaii. JEM Marine Leasing, LLC provides marine equipment leasing services to the operating business. The acquisition expands the Company's marine platform, enhances its presence in West Coast and Pacific markets, and adds specialized dredging and marine construction capabilities. The Company has included the results of JEM in its condensed consolidated financial statements from the Acquisition Date.
Consideration Transferred
The preliminary purchase consideration consisted of (i) $46.0 million in cash, subject to customary post-closing adjustments under the Purchase Agreement, (ii) an unsecured 6%, five-year subordinated seller promissory note with a principal amount of $12.0 million, (iii) 182,392 shares of the Company’s common stock, and (iv) contingent post-closing cash payments dependent upon project profit realized from contracts of JEM under backlog identified in the Purchase Agreement.
The following table shows the preliminary purchase consideration transferred:
Cash consideration
46,036
Fair value of contingent consideration
11,989
Fair value of common stock
Fair value of promissory note
9,363
Total consideration transferred
69,786
The fair value of the common stock was measured based on the closing market price of the Company's common stock on February 3, 2026, the Acquisition Date. The fair value of the seller promissory note was estimated using a discounted cash flow model based on the contractual payment terms and an estimated market rate of interest for similar debt instruments.
The contingent consideration was estimated using a combination of valuation techniques, including a Black-Scholes option pricing model for one tranche and a discounted cash flow model for the other tranche. Unobservable inputs included projected completion and payment dates, expected project profitability, volatility, discount rates, and risk-adjusted performance scenarios. Because the valuation relies on unobservable inputs, the contingent consideration liability is classified within Level 3 of the fair value hierarchy. During the measurement period, adjustments to preliminary fair value estimates may be recorded as measurement period adjustments when based on facts and circumstances that existed as of the Acquisition Date. Thereafter, changes
9
in the fair value of contingent consideration will be recognized in earnings in the period of change. As of March 31, 2026, the valuation of the contingent consideration as well as the promissory note is preliminary.
Preliminary Allocation of Purchase Price
The acquisition has been accounted for as a business combination in accordance with ASC 805, Business Combinations. The preliminary purchase price allocation reflects management's current estimates of the fair values of the assets acquired and liabilities assumed as of the Acquisition Date. The following table summarizes the preliminary allocation of the purchase price:
Assets acquired and liabilities assumed
2,036
3,561
1,093
Other assets
683
9,703
Property and equipment
33,582
Accounts payable and accrued liabilities
(2,919)
(3,905)
Deferred tax liability
(6,790)
Net assets acquired
37,044
The excess of the purchase consideration over the preliminary fair value of the net identifiable assets acquired and liabilities assumed was recorded as goodwill in the marine segment. Goodwill primarily reflects the value of the assembled workforce, expected synergies, expanded market opportunities, and future growth opportunities resulting from the acquisition. The goodwill is not deductible for U.S. federal income tax purposes.
Property and Equipment
Property and equipment acquired primarily consisted of marine construction equipment, vessels, vehicles and related operating assets. The preliminary fair value of the acquired property and equipment was estimated using a combination of the cost and market approaches, as applicable. Under the cost approach, fair value was based on current replacement cost, adjusted for physical deterioration and functional and economic obsolescence. Under the market approach, fair value was based on available market data for comparable assets, adjusted for differences in age, condition, capacity, utilization and other asset-specific factors. The acquired property and equipment will be depreciated over its estimated remaining useful lives, which range from approximately one to ten years.
Identifiable Intangible Assets
The following table presents the preliminary fair values and weighted-average useful lives of these assets:
Intangible Asset
Useful life in years
Estimated fair value
Tradename
269
Customer relationships
12
4,304
Backlog contracts
5,130
10
The fair values of the identifiable intangible assets were estimated using income‑based approaches (e.g., multi‑period excess earnings method for customer relationships and backlog contracts and relief‑from‑royalty for tradenames). Inputs include forecasted revenues, attrition rates, royalty rates, contributory asset charges, and discount rates commensurate with the risks of the underlying cash flows. These measurements are categorized as Level 3 in the fair value hierarchy due to the use of unobservable inputs.
Measurement Period and Status of Estimates
The purchase price allocation is preliminary and subject to change within the measurement period (not to exceed one year from the Acquisition Date) as the Company obtains additional information regarding the facts and circumstances that existed as of the Acquisition Date. As of March 31, 2026, the Company’s valuation of property and equipment, intangible assets, working capital, and income taxes remains preliminary and subject to adjustment during the measurement period.
Acquisition-Related Costs
Acquisition-related costs, consisting primarily of legal, accounting, valuation, and other professional fees, were approximately $1.6 million for the three months ended March 31, 2026 and were recorded in selling, general and administrative expenses.
4.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:
Marine Segment
Construction
92,683
104,482
Dredging
14,081
16,911
Specialty services
3,365
5,770
Marine segment contract revenues
110,129
127,163
Concrete Segment
Structural
9,753
13,721
Light commercial
96,419
47,769
Concrete segment contract revenues
106,172
61,490
Total contract revenues
The Company has determined that it has two reportable operating segments as described in Note 16, 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.
11
Additionally, the table below represents contract revenue by type of customer for the three months ended March 31, 2026 and 2025, respectively:
%
Federal Government(1)
29,726
41,884
22
State Governments(1)
35,658
16
28,961
15
Local Government(1)
27,620
13
37,037
20
Private Companies
123,297
57
80,771
43
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 $467.8 million.
For the three months ended March 31, 2026 and 2025, the Company’s revenue related to the joint venture subcontract was approximately $14.3 million and $33.3 million, respectively.
For the three months ended March 31, 2026, no single customer exceeded 10% of total contract revenues. For the three months ended March 31, 2025, the United States Navy, included in the Federal Government category, accounted for 18% 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.
Contract revenues generated outside the United States totaled 2% and 6% of total revenues for the three months ended March 31, 2026 and 2025, respectively, and were primarily from the Caribbean Basin.
5.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 March 31, 2026 and December 31, 2025, respectively:
March 31, 2026
December 31, 2025
19,882
51,057
23
21,436
14,008
Local Governments(1)
28,398
23,453
128,341
65
139,832
61
Gross receivables
198,057
228,350
(3,461)
Net receivables
194,614
224,889
At March 31, 2026, no single customer exceeded 10% of total current receivables. At December 31, 2025, the United States Navy, which is included in the Federal Government category and a customer in the Private Companies category, accounted for 20% and 12%, respectively, of total current receivables.
6.Contracts in Progress
Contracts in progress were as follows at March 31, 2026 and December 31, 2025:
Costs incurred on uncompleted contracts
1,827,047
1,980,625
Estimated earnings
260,124
292,235
Costs and estimated earnings on uncompleted contracts
2,087,171
2,272,860
Less: Billings to date
(2,096,917)
(2,290,881)
Net contracts in progress
(9,746)
(18,021)
Included in the accompanying Consolidated Balance Sheets under the following captions:
(52,379)
(49,104)
Included in contract assets (liabilities) is approximately $9.2 million and $7.1 million at March 31, 2026 and December 31, 2025, 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 March 31, 2026, the aggregate amount of the remaining performance obligations was approximately $668 million. Of this amount, the current expectation of the Company is that it will recognize $512 million, or 77%, in the next 12 months and the remaining balance thereafter.
7.Property and Equipment
The following is a summary of property and equipment at March 31, 2026 and December 31, 2025:
Construction equipment
141,930
113,863
Vessels and other equipment
99,708
98,505
Building and improvements
36,229
Office equipment
6,007
5,999
Automobiles and trucks
1,354
1,429
Gross book value of depreciable assets
285,228
256,025
Less: Accumulated depreciation
(189,573)
(185,650)
Net book value of depreciable assets
95,655
70,375
Construction in progress
20,147
15,143
Land
9,642
2,692
Property and equipment, net of depreciation
Substantially all of the assets of the Company are pledged as collateral under the Company’s UMB Credit Agreement as discussed in Note 10. Substantially all of the Company’s long-lived assets are located in the United States.
8.Fair Value
Recurring Fair Value Measurements
The fair value of financial instruments is the amount at which the instrument could be exchanged in a current transaction between willing parties. Due to their short-term nature, the Company believes that the carrying value of its accounts receivable, other current assets, accounts payable and other current liabilities approximate their fair values.
The Company classifies financial assets and liabilities into the following three levels based on the inputs used to measure fair value in the order of priority indicated:
Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value requires judgment and may affect the placement of assets and liabilities within the fair value hierarchy levels.
The Company’s derivative, which is comprised of an interest rate swap, is valued using a discounted cash flow analysis that incorporates observable market parameters, such as interest rate yield curves and credit risk adjustments, that are necessary to reflect the probability of default by us or the counterparty. This derivative is classified as a Level 2 measurement within the fair value hierarchy. At March 31, 2026, the fair value of the swap liability was less than $0.1 million. See Note 10 for additional information on the Company’s derivative instrument.
Our concrete segment has life insurance policies with a combined face value of $11.1 million as of March 31, 2026. 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 both March 31, 2026 and December 31, 2025 was $1.3 million. 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 under its UMB Credit Facility at March 31, 2026 and December 31, 2025 approximated its carrying value of $53.0 million and zero, respectively, as interest is based on current market interest rates for debt with similar risk and maturity.
9.Accrued Liabilities
Accrued liabilities at March 31, 2026 and December 31, 2025 consisted of the following:
Accrued salaries, wages and benefits
10,049
20,580
Accrued liabilities expected to be covered by insurance
4,400
5,618
Sales taxes
1,662
2,904
Sale-leaseback arrangement
1,072
1,049
Property taxes
640
526
Other accrued expenses
1,787
1,073
Total accrued liabilities
10.Debt
On December 23, 2025, the Company entered into a $120 million Credit Agreement (as amended, the “UMB Credit Agreement”) with certain financial institutions from time-to-time party thereto, as lenders, and UMB Bank, N.A., as Administrative Agent and Issuing Bank. The UMB Credit Agreement consists of a $60 million revolving loan (the “UMB Revolver”), a $20 million equipment term loan and a $40 million acquisition term loan. In addition, the UMB Credit Agreement provides for a $25 million accordion option for future acquisitions (subject to customary conditions). The UMB Credit Agreement is secured by substantially all of the assets of the Company and certain of its domestic subsidiaries, subject to permitted liens, and is guaranteed, on a joint
and several basis, by each existing and subsequently acquired or formed direct and indirect domestic subsidiary of the Company.
The UMB 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 UMB Revolver may be repaid and reborrowed, subject to the borrowing base and other conditions. The UMB Credit Agreement matures in December 2030.
The UMB Credit Agreement includes a letter of credit sublimit equal to the lesser of $7.5 million and the total amount of the revolving commitments then in effect. The Company is subject to a commitment fee on the average daily unused amount of the revolving commitments, which accrues at a rate per annum equal to the applicable rate set forth in the UMB Credit Agreement.
The Company’s obligations under debt arrangements consisted of the following:
Revolver
13,000
Term loan
38,570
Other
21,912
7,874
Total debt
73,482
Less: current
Less: deferred debt issuance costs (1)
1,297
Total long-term debt
There were no borrowings under the equipment term loan. The Company’s borrowing availability under the UMB Revolver at March 31, 2026 was approximately $45.6 million.
Borrowings under the UMB Credit Agreement must be of the same type and may bear interest at either an alternate base rate (“ABR”) or a Secured Overnight Financing Rate (“SOFR”), in each case plus an applicable margin determined by the Company’s consolidated senior leverage ratio. The applicable margin ranges from 2.50% to 3.00% for SOFR loans and 1.50% to 2.00% for ABR loans, and the interest rate is subject to a 4.00% per annum floor.
The quarterly weighted average interest rate for the UMB Credit Agreement as of March 31, 2026 was 6.47%.
The UMB Credit Agreement contains customary affirmative and negative covenants, including limitations on indebtedness, liens, investments, asset sales, and dividends, and includes financial maintenance covenants requiring the Company to maintain (i) a consolidated fixed charge coverage ratio of not less than 1.20 to 1.00 and (ii) a consolidated senior leverage ratio of not greater than 3.00 to 1.00, each tested periodically.
In addition, the Company’s credit agreements contain 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 covenants under its credit agreements as of March 31, 2026 and December 31, 2025.
Other Debt
The Company had $8.7 million and $4.4 million in construction financing obligations as of March 31, 2026 and December 31, 2025, respectively, related to lessor-financed build-to-suit equipment. Under this arrangement, the lessor funds costs associated with equipment being constructed to the Company’s specifications. Because the Company is deemed to control the equipment during construction, the Company recognizes the equipment as construction in progress within property and equipment and records a corresponding financing obligation (included in other debt). The equipment is expected to be placed in service during fiscal 2026.
The Company has entered into debt agreements for the purpose of financing equipment purchased. As of March 31, 2026 and December 31, 2025, the carrying value of this debt was zero and $1.0 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 million. A portion of the operating lease above the fair value of the land was financed by the Company. As of both March 31, 2026 and December 31, 2025 the carrying value of this debt was $2.5 million.
In connection with the acquisition of JEM on February 3, 2026, the Company issued an unsecured subordinated seller promissory note with an original principal amount of $12 million. The note bears interest at 6.0% per annum and is payable in five equal annual installments of principal and interest on each anniversary of the closing of the Purchase Agreement. At March 31, 2026, the carrying amount of the seller promissory note was the fair value of $9.4 million, with $2.8 million included in current maturities of long-term debt.
Derivative Financial Instrument
On March 10, 2026, the Company entered into an interest rate swap with UMB Bank, N.A., to hedge changes in interest payments on a portion of its variable-rate borrowings. The swap became effective on March 1, 2026. It had an initial notional amount of $20 million and amortizes to $17 million beginning March 1, 2027, $14 million beginning March 1, 2028, and $7 million beginning March 1, 2029. The current swap terminates on March 1, 2030. Under the swap, the Company pays a fixed rate of 3.58% and receives one-month CME Term SOFR.
At inception, the Company designated the swap as a cash flow hedge. As a result, the effective portion of changes in the fair value of the swap is recorded in accumulated other comprehensive income (loss) and later reclassified into interest expense in the periods when the hedged forecasted interest payments affect earnings. Any hedge ineffectiveness is recognized in current-period earnings. At each reporting date, the Company
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presents the fair value of the swap as a derivative asset or derivative liability in the appropriate balance sheet caption and discloses the related amount recorded in accumulated other comprehensive income (loss). See Note 8 for more information about the valuation of the Company’s derivative instrument.
11.Other Long-Term Liabilities
Other long-term liabilities at March 31, 2026 and December 31, 2025 consisted of the following:
13,103
13,379
Deferred compensation
1,174
1,239
470
437
Total other long-term liabilities
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. This transaction was recorded as a deemed financing obligation.
Concurrent with the sale of the 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 options to extend the term of the lease by five years for each such option. The portion of this transaction related to the building was recorded as a deemed financing obligation.
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 certain properties 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. This transaction was recorded as a deemed financing obligation.
Related to the deemed financing obligation, 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.
12.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.
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Income tax (benefit) expense included in the Company’s accompanying Condensed Consolidated Statements of Operations was as follows:
Effective tax rate
316.5
(11.0)
The effective rate for the three months ended March 31, 2026 differed from the Company’s statutory federal rate of 21% primarily due to permanent differences and a decrease in valuation allowance in the period. The decrease in the valuation allowance is attributable to the recognition of the deferred tax liabilities arising from the fair value adjustments recorded as part of the JEM acquisition. These deferred tax liabilities represent a source of future taxable income that supports the realizability of the Company's deferred tax assets.
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 months ended March 31, 2026, 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 March 31, 2026 remains appropriate.
13.Earnings Per Share
The following table reconciles the denominators used in the computations of both basic and diluted earnings per share:
Total basic weighted average shares outstanding
Effect of potentially dilutive securities:
Common stock options
22,798
Employee stock purchase plan
310
Total diluted weighted average shares outstanding
For the three months ended March 31, 2026 and 2025, the Company had 45,325 and 55,302 shares, respectively, that were potentially dilutive in earnings per share calculations.
Such dilution is dependent on the excess of the market price of the Company’s common stock over the exercise price and other components of the treasury stock method.
The Company reported a net loss for the three months ended March 31, 2025; therefore, all potentially dilutive securities are antidilutive and are excluded from the computation of diluted loss per share for that period.
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14.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 Long-Term Incentive Plan (“LTIP”) provides for grants of restricted shares and performance-based stock units 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 Employee Stock Purchase Plan (“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 three months ended March 31, 2026 and 2025, there were 65,783 and 71,133 shares, respectively, issued under the ESPP.
The table below presents the share-based compensation expense included in the Company’s accompanying Condensed Consolidated Statements of Operations:
Restricted share awards
929
733
Performance stock unit awards
363
307
Employee share purchase plan
95
83
Total share-based compensation expense
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 share awards and performance share unit awards granted under the plan:
Restricted Shares
Performance Stock Unit Awards
Weighted
Number
Average
of
Fair Value
Per Share
Nonvested at December 31, 2025
1,147,407
7.69
632,287
6.34
Granted
12.23
118,262
16.89
Vested
(82,515)
4.95
(241,636)
2.24
Forfeited shares
7.83
Nonvested at March 31, 2026
1,491,424
9.15
508,913
10.74
On March 3, 2026, the Company granted certain executives a total of 118,262 performance stock units. The performance stock units will potentially vest 100% if the target is met, with 50% of the units to be earned based on the achievement of adjusted EBITDA targets, 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 targeted award levels each reporting period. The fair value of the units awarded related to the adjusted EBITDA targets was $13.41 per share and the fair value of the units awarded related to the relative total shareholder return target was $20.36 per share valued using a Monte Carlo simulation model.
The following table presents the assumptions related to the performance stock units granted in 2026 related to the relative total shareholder return, as indicated in the previous summary table:
Grant-date stock price
13.41
Risk-free interest rate
3.44
Volatility factor
67.27
Contractual term (years)
2.83
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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 restricted shares and performance stock units as of March 31, 2026:
Unrecognized compensation cost
10,881
3,476
Weighted average period for recognition (years)
2.39
2.31
15.Commitments and Contingencies
The Company is involved in various legal, audit, 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 reserves and believes that it has adequate insurance coverage or has meritorious defenses for these claims and contingencies.
In October 2025, the Company received a sales tax assessment of $15 million from the State of Texas covering multiple periods. The Company believes it has meritorious defenses and based on current facts and circumstances does not believe a loss is probable.
16.Segment Information
The Company has determined that it has two reportable operating segments pursuant to ASC Topic 280, Segment Reporting: marine and concrete, both operating under the Company brand and logo, and one non-operating segment, general corporate. The Chief Operating Decision Maker (“CODM”), identified as the Chief Executive Officer, allocates resources and assesses performance based on these reportable segments.
In making this determination, management considered both quantitative and qualitative factors under ASC 280-10-50-11, including similarities in products and services, production processes, customer types, distribution methods, and regulatory environments. Although the segments share certain macroeconomic drivers, they are managed separately and have distinct operating results reviewed by the CODM for purposes of resource allocation and performance evaluation.
Each segment has a designated management team responsible for day-to-day operations, and discrete
financial information is produced and evaluated at the segment level.
Segment operating income (loss) is the primary performance measure used by the CODM in assessing performance of the segments. Segment operating income (loss) represents revenues, less direct costs of contract revenues, selling, general, and administrative expenses, and gains or losses on the disposal of assets.
The CODM reviews segment results inclusive of all expenses directly attributable to the respective segments. Interest expense, income taxes, and other non-operating items are not allocated to the segments.
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.
General Corporate
General Corporate includes unallocated general and administrative expenses and other corporate activities that support the Company’s overall operations, including executive management, finance, legal, human resources, information technology, treasury, and other shared services, as well as eliminations and other items not directly attributable to the marine or concrete segments.
Segment information for the periods presented is provided as follows:
For the Three Months Ended March 31, 2026
Marine
Concrete
Consolidated
Cost of contract revenues
95,550
94,872
14,579
11,300
7,608
3,600
15,111
Loss (gain) on disposal of assets, net
(36)
Operating income (loss)
6,580
7,736
(15,111)
Other income (expense):
Income tax benefit
Net income
352,770
98,012
27,941
Property and equipment, net
104,209
4,854
16,381
4,981
700
706
6,387
Capital expenditures
7,037
1,431
107
8,575
For the Three Months Ended March 31, 2025
108,638
57,000
18,525
4,490
6,373
2,874
13,298
(170)
(193)
12,322
1,809
(13,298)
Income before income taxes
Income tax expense
290,300
99,178
25,174
67,411
3,878
16,921
4,378
872
153
5,403
3,307
62
5,664
9,033
Intersegment revenues totaled $4.7 million and $1.0 million for the three months ended March 31, 2026 and 2025, respectively. These primarily relate to labor and equipment services between the marine and concrete segments and are eliminated in consolidation.
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17.Leases
The Company has operating and finance leases for office space, equipment and vehicles.
Leases recorded on the balance sheet consist of the following:
Assets
Operating lease right-of-use assets, net (1)
Financing lease right-of-use assets, net (2)
40,752
38,757
Liabilities
Current
Operating
Financing
Total current
10,698
11,935
Noncurrent
Total noncurrent
33,775
30,573
44,473
42,508
Other information related to lease term and discount rate is as follows:
Weighted Average Remaining Lease Term (in years)
Operating leases
8.81
9.41
Financing leases
2.45
2.09
Weighted Average Discount Rate
11.01
11.50
8.69
9.02
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The components of lease expense were as follows:
Operating lease costs:
Operating lease cost
2,192
3,135
Short-term lease cost (1)
1,341
1,221
Financing lease costs:
Interest on lease liabilities
259
421
Amortization of right-of-use assets
Total lease cost
5,795
7,005
Supplemental cash flow information related to leases is as follows:
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases
2,295
1,926
Operating cash flows for finance leases
Financing cash flows for finance leases
2,507
2,517
Non-cash activity:
ROU assets obtained in exchange for new operating lease liabilities
5,196
924
ROU assets obtained in exchange for new financing lease liabilities
897
509
Maturities of lease liabilities are summarized as follows:
Operating Leases
Finance Leases
Year ending December 31,
2026 (excluding the three months ended March 31, 2026)
6,077
5,307
2027
7,053
3,022
2028
5,731
1,704
2029
4,939
2,392
2030
4,930
Thereafter
25,164
Total future minimum lease payments
53,894
12,792
Less - amount representing interest
20,882
1,331
Present value of future minimum lease payments
33,012
11,461
Less - current lease obligations
Long-term lease obligations
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ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
Unless the context otherwise indicates, all references in this Quarterly Report on Form 10-Q to “Orion,” “the Company,” “we,” “our,” or “us” are to Orion Group Holdings, Inc. and its subsidiaries as a whole.
Certain information in this Quarterly Report on Form 10-Q, including but not limited to Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), may constitute forward-looking statements as such term is defined within the meaning of the “safe harbor” provisions of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended.
All statements other than statements of historical facts, including those that express a belief, expectation, or intention are forward-looking statements. The forward-looking statements may include projections and estimates concerning the timing and success of specific projects and our future production, our pipeline of opportunities, conversion of backlog, revenues, income and capital spending. Our forward-looking statements are generally accompanied by words such as “estimate,” “project,” “predict,” “believe,” “expect,” “anticipate,” “potential,” “plan,” “goal,” “may,” “will,” “could,” “would” or other words that convey the uncertainty of future events or outcomes.
We have based these forward-looking statements on our current expectations and assumptions about future events. 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, trade wars and other geopolitical tensions. 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, 2025 (“2025 Form 10-K”) 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. The forward-looking statements in this Quarterly Report on Form 10-Q speak only as of the date of this report; we disclaim any obligation to update these statements unless required by securities law, and we caution you not to rely on them unduly.
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. 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 2025 Form 10-K, Part II, Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our 2025 Form 10-K and with our unaudited condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q.
Overview
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 segment and our concrete segment.
Our contracts are obtained primarily through competitive bidding in response to “requests for proposals” by federal, state and local agencies and through negotiation and competitive bidding with private parties and general contractors. Our bidding activity and strategies are affected by factors such as our backlog, current utilization of equipment and other resources, job location, our ability to obtain necessary surety bonds and competitive considerations. The timing and location of awarded contracts may result in unpredictable fluctuations in the results of our operations.
Most of our revenue is derived from fixed-price contracts. We record revenue on construction contracts over time, measured by the percentage of actual contract costs incurred to date to total estimated costs for each contract. There are a number of factors that can create variability in contract performance and therefore impact the results of our operations. The most significant of these include the following:
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. 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.
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Recent Developments
JEM Acquisition
On February 3, 2026, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) and completed an acquisition (the “JEM Acquisition”) of all of the capital stock of J.E. McAmis, Inc., a California corporation, and all of the membership interests in JEM Marine Leasing, LLC, a Washington limited liability company (collectively, “JEM”).
The purchase price consisted of: (a) $46.0 million in cash, subject to adjustments pursuant to the purchase agreement; a $12.0 million unsecured subordinated promissory note issued to the sellers; and 182,392 shares of Orion’s common stock, and (b) contingent post-closing cash payments dependent upon project profit realized from contracts of JEM under backlog identified in the Purchase Agreement. The cash consideration and related expenses were funded with cash on hand and borrowings of approximately $46.9 million under the UMB Credit Agreement (as defined below).
JEM is engaged in the business of providing dredging, jetty and breakwater construction, environmental restoration and rehabilitation, and dam and spillway construction.
UMB Credit Agreement
On December 23, 2025, we entered into a five-year $120.0 million Credit Agreement (as amended, the “UMB Credit Agreement”) with certain financial institutions from time-to-time party thereto, as lenders, and UMB Bank, N.A., as administrative agent and issuing bank. The UMB Credit Agreement consists of a $60.0 million revolving loan, a $20.0 million equipment term loan, and a $40.0 million acquisition term loan.
Consolidated Results of Operations
Backlog Information
Our contract backlog represents our estimate of the revenues we expect to realize under the portion of contracts remaining to be performed. 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 were as follows (in millions):
494
480
174
160
668
Backlog is not necessarily indicative of future results. In addition to our backlog under contract, we also have a substantial number of projects in negotiation or pending award at any given time.
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Income Statement Comparisons
Three months ended March 31, 2026 compared with three months ended March 31, 2025
Three Months Ended March 31,
(dollar amounts in thousands)
Contract Revenues. Contract revenues for the three months ended March 31, 2026 of $216.3 million increased $27.6 million, or 15%, as compared to $188.7 million in the prior year period. The increase was primarily due to strong momentum and expansion of services in the concrete segment, partially offset by a decrease in revenue in our marine segment.
Gross Profit. Gross profit was $25.9 million for the three months ended March 31, 2026 compared to $23.0 million in the prior year period, an increase of $2.9 million, or 12%. The increase in gross profit was primarily driven by the increase in revenue, strong project execution and favorable completions.
Selling, General and Administrative Expense. Selling, general and administrative (“SG&A”) expenses were $26.3 million for the three months ended March 31, 2026 compared to $22.5 million in the prior year period, an increase of $3.8 million or 16.7%. The increase in SG&A was primarily to support business growth and the closing of the JEM Acquisition during the quarter.
Gain on Disposal of Assets, net. During the three months ended March 31, 2026 and 2025, we realized less than $0.1 million and $0.4 million, respectively, of net gains on disposal of assets.
Other Expense, net of Income. Other expense primarily reflects interest on our borrowings, partially offset by interest income.
Income Tax (Benefit) Expense. We recorded a tax benefit of $6.9 million in the three months ended March 31, 2026, compared to tax expense of $0.1 million in the prior year period. The tax benefit for the three months ended March 31, 2026 primarily relates to a decrease in the valuation allowance attributable to the recognition of the deferred tax liabilities arising from the fair value adjustments recorded as part of the JEM
30
Acquisition. These deferred tax liabilities represent a source of future taxable income that supports the realizability of the Company's deferred tax assets.
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.
Public sector
87,215
100,221
Private sector
22,914
26,942
Marine segment total
5,789
7,661
100,383
53,829
Concrete segment total
14,316
14,131
General corporate
Revenues for our marine segment for the three months ended March 31, 2026 were $110.1 million compared to $127.2 million for the three months ended March 31, 2025. Operating income for our marine segment for the three months ended March 31, 2026 was $6.6 million, compared to $12.3 million for the three months ended March 31, 2025. The decreases was primarily driven by the timing of project completions and new project starts during the quarter.
Revenues for our concrete segment for the three months ended March 31, 2026 were $106.2 million compared to $61.5 million for the three months ended March 31, 2025. Operating income for our concrete segment for the three months ended March 31, 2026 was $7.7 million, compared to operating income of $1.8 million for the three months ended March 31, 2025. The increase was primarily driven by an expansion of services and strong project execution during the quarter.
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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. At March 31, 2026, our working capital was $76.2 million, as compared to $74.3 million at December 31, 2025. As of March 31, 2026, we had unrestricted cash on hand of $6.3 million. Our borrowing availability under the revolving portion of our UMB Credit Agreement at March 31, 2026 was approximately $45.6 million.
Our primary liquidity needs are to finance our working capital and fund capital expenditures. Historically, our sources of liquidity have been cash provided by our operating activities, sale of underutilized assets, borrowings under our credit facilities, and equity issuances. The assessment of our liquidity requires us to make estimates of future activity and judgments about whether we are compliant with financial covenant calculations under our debt and other agreements and have adequate liquidity to operate. 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. As of March 31, 2026, management believes the Company will have adequate liquidity for its operations for at least the next 12 months.
Cash Flow
The following table provides information regarding our cash flows and our capital expenditures for the three months ended March 31, 2026 and 2025 (in thousands):
Adjustments to remove non-cash and non-operating items
2,378
9,256
Cash flow from net income (loss) after adjusting for non-cash and non-operating items
7,065
7,842
Change in operating assets and liabilities (working capital)
(2,140)
(11,285)
Cash flows provided by (used in) operating activities
Cash flows used in investing activities
Cash flows provided by (used in) financing activities
Capital expenditures (included in financing activities above)
Operating Activities. During the three months ended March 31, 2026, we generated approximately $4.9 million of cash in our operating activities. The net cash inflow was comprised of $7.1 million of cash inflows from net income, after adjusting for non-cash and non-operating items, partially offset by $2.1 million of outflows related to changes in net working capital. 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 $8.0 million cash inflow related to a decrease in our net positions of accounts receivable, accounts payable, and accrued liabilities during the period and a $2.6 million decrease in prepaid expenses. This was partially offset by $11.1 million of cash outflows pursuant to the relative timing and significance of project progression and billings during the period and a $1.5 million decrease in operating lease liabilities.
Investing Activities. During the three months ended March 31, 2026, we used approximately $52.1 million of cash in our investing activities. Cash used in investing activities relating to the JEM Acquisition totaled $44.0
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million in the three months ended March 31, 2026. Capital asset additions and betterments to our fleet were $8.6 million and $9.0 million in the three months ended March 31, 2026 and 2025, respectively.
Financing Activities. During the three months ended March 31, 2026, we used approximately $52.3 million of cash in our financing activities. During the three months ended March 31, 2026, we had net borrowings of $13.0 million on the UMB revolving credit line and borrowings of $40.0 million related to the JEM Acquisition.
Sources of Capital
On December 23, 2025, we entered into the five-year $120 million UMB Credit Agreement, which includes a $60 million asset based revolving credit line, a $40 acquisition term loan, and a $20 million equipment term loan.
We were in compliance with all financial covenants under the UMB Credit Agreement as of March 31, 2026.
Effect of Inflation
We are subject to the effects of inflation through increases in the cost of raw materials and other items such as fuel, concrete and steel. Due to the relative short-term duration of our projects, we are generally able to include anticipated cost increases in the pricing of our bids.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
In the normal course of business, our results of operations are subject to risks related to fluctuations in commodity prices and fluctuations in interest rates. Historically, our exposure to foreign currency fluctuations has not been material and has been limited to temporary field accounts located in foreign countries where we perform work. Foreign currency fluctuations were immaterial in this reporting period.
Commodity price risk
We are subject to fluctuations in commodity prices for concrete, steel products and fuel. Although we routinely attempt to secure firm quotes from our suppliers, we generally do not hedge against increases in prices for commodity products. Commodity price risks may have an impact on our results of operations due to the fixed-price nature of many of our contracts, although the short-term duration of our projects may allow us to include cost increases to the pricing of our bids.
Interest rate risk
At March 31, 2026, we had $53.0 million in outstanding borrowings under our UMB Credit Agreement, with a weighted average ending interest rate of 6.42%. Based on the amounts outstanding under our UMB Credit Agreement as of March 31, 2026, a 100 basis-point increase in SOFR (or an equivalent successor rate) would increase the Company’s annual interest expense by approximately $0.5 million. Also, we have entered into an interest rate swap to hedge the variability in the interest payments on a portion of the principal amount of the acquisition term loan outstanding under the UMB Credit Agreement. At inception, this interest rate swap was designated as a cash flow hedge for hedge accounting. See Note 10 — Debt to the unaudited condensed consolidated financial statements for additional information regarding the UMB Credit Agreement and related interest rate swap.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As required, the Company’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, have conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of March 31, 2026.
Changes in Internal Control over Financial Reporting
We completed the acquisition of J.E. McAmis, Inc. on February 3, 2026. Management’s assessment and conclusion on the effectiveness of our internal control over financial reporting as of March 31, 2026 excludes an assessment of the internal control over financial reporting of J.E. McAmis, Inc. We are in the process of integrating this business, which may result in additions or changes to our internal controls over financial reporting. There were no other changes in our internal control reporting during the three months ended March 31, 2026 that have materially affected, or are reasonably likely to affect, our internal controls over financial reporting.
PART II.OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
For information about litigation involving us, see Note 15 to the condensed consolidated financial statements in Part I of this report, which we incorporate by reference into this Item 1 of Part II.
ITEM 1A.RISK FACTORS
There have been no material changes to the risk factors previously disclosed in Part I, Item 1A, “Risk Factors” of our 2025 Form 10-K.
ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
There were no unregistered sales or issuer purchases of equity securities in the period ended March 31, 2026.
ITEM 3.DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
During the first quarter of 2026, no director or officer of the Company adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as such terms are defined in Item 408(a) of Regulation S-K.
ITEM 6. EXHIBITS
ExhibitNumber
Description
2.1#
Securities Purchase Agreement, dated as of February 3, 2026, by and among Orion Group Holdings, Inc., the Shareholders, the Members, the Beneficial Owners and the Sellers Representative (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 4, 2026 (File No. 001 33891)).
3.1
Amended and Restated Certificate of Incorporation of Orion Group Holdings, Inc. (incorporated herein by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, filed with the Securities and Exchange Commission on August 5, 2016 (File No. 001-33891)).
3.2
Amended and Restated Bylaws of Orion Group Holdings, Inc. (incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 25, 2025 (File No. 001-33891)).
10.1#
First Amendment to Loan Documents, dated February 3, 2026, by and among Orion Group Holdings, Inc., each of the guarantors party thereto, each of the lenders party thereto and UMB Bank, N.A., as administrative 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 February 4, 2026 (File No. 001 33891)).
*31.1
Certification of the Chief Executive Officer Pursuant to Rules 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*31.2
Certification of the Chief Financial Officer Pursuant to Rules 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
**32.1
Certification of the Chief Executive Officer and the Chief Financial Officer pursuant to Title 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*101.INS
XBRL Instance Document.
*101.SCH
Inline XBRL Taxonomy Extension Schema Document.
*101.CAL
Inline XBRL Extension Calculation Linkbase Document.
*101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document.
*101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document.
*101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
*104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Filed herewith
** Furnished herewith
#
Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted exhibit or schedule to the Commission upon request.
36
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
April 29, 2026
By:
/s/ Travis J. Boone
Travis J. BoonePresident and Chief Executive Officer
/s/ Alison G. Vasquez
Alison G. VasquezExecutive Vice President and Chief Financial Officer