株探米国株
英語
エドガーで原本を確認する
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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 June 30, 2024

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

12000 Aerospace Avenue, Suite 300

Houston, Texas 77034

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

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 Act): ☐ Yes ☑ No

There were 33,370,955 shares of common stock outstanding as of July 25, 2024.

Table of Contents

ORION GROUP HOLDINGS, INC.

Quarterly Report on Form 10-Q for the period ended June 30, 2024

Index

Page

PART I

FINANCIAL INFORMATION

Item 1.

Financial Statements (Unaudited)

Condensed Consolidated Balance Sheets at June 30, 2024 and December 31, 2023

3

Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2024 and 2023

4

Condensed Consolidated Statements of Stockholders’ Equity for the Three and Six Months Ended June 30, 2024 and 2023

5

Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2024 and 2023

6

Notes to Condensed Consolidated Financial Statements

7

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

32

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

42

Item 4.

Controls and Procedures

42

PART II

OTHER INFORMATION

Item 1.

Legal Proceedings

43

Item 1A.

Risk Factors

43

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

43

Item 3.

Defaults upon Senior Securities

43

Item 4.

Mine Safety Disclosures

43

Item 5.

Other Information

43

Item 6.

Exhibits

44

SIGNATURES

46

2

Table of Contents

Part

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)

    

June 30, 

    

December 31, 

2024

    

2023

ASSETS

 

(Unaudited)

 

  

Current assets:

 

  

 

  

Cash and cash equivalents

$

4,837

$

30,938

Accounts receivable:

 

  

 

  

Trade, net of allowance for credit losses of $523 and $361, as of June 30, 2024 and December 31, 2023, respectively

 

135,167

 

101,229

Retainage

 

36,428

 

42,044

Income taxes receivable

 

696

 

626

Other current

 

3,515

 

3,864

Inventory

 

2,007

 

2,699

Contract assets

 

70,612

 

81,522

Prepaid expenses and other

 

8,207

 

8,894

Total current assets

 

261,469

 

271,816

Property and equipment, net of depreciation

 

85,975

 

87,834

Operating lease right-of-use assets, net of amortization

33,685

25,696

Financing lease right-of-use assets, net of amortization

24,029

23,602

Inventory, non-current

 

7,314

 

6,361

Deferred income tax asset

25

26

Other non-current

 

1,522

 

1,558

Total assets

$

414,019

$

416,893

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

  

 

  

Current liabilities:

 

  

 

  

Current debt, net of debt issuance costs

$

14,320

$

13,453

Accounts payable:

 

 

Trade

 

87,452

 

80,294

Retainage

 

2,579

 

2,527

Accrued liabilities

 

25,569

 

37,074

Income taxes payable

 

736

 

570

Contract liabilities

 

47,098

 

64,079

Current portion of operating lease liabilities

9,133

9,254

Current portion of financing lease liabilities

10,363

8,665

Total current liabilities

197,250

215,916

Long-term debt, net of debt issuance costs

 

45,932

 

23,740

Operating lease liabilities

24,948

16,632

Financing lease liabilities

11,315

13,746

Other long-term liabilities

 

23,486

 

25,320

Deferred income tax liability

 

25

 

64

Total liabilities

 

302,956

295,418

Stockholders’ equity:

 

  

 

  

Preferred stock -- $0.01 par value, 10,000,000 authorized, none issued

 

 

Common stock -- $0.01 par value, 50,000,000 authorized, 34,082,186 and 33,260,011 issued; 33,370,955 and 32,548,780 outstanding at June 30, 2024 and December 31, 2023, respectively

 

341

 

333

Treasury stock, 711,231 shares, at cost, as of June 30, 2024 and December 31, 2023, respectively

 

(6,540)

 

(6,540)

Additional paid-in capital

 

191,969

 

189,729

Retained loss

 

(74,707)

 

(62,047)

Total stockholders’ equity

 

111,063

 

121,475

Total liabilities and stockholders’ equity

$

414,019

$

416,893

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

3

Table of Contents

Orion Group Holdings, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(In Thousands, Except Share and Per Share Information)

(Unaudited)

Three months ended June 30, 

Six months ended June 30, 

    

2024

    

2023

    

2024

    

2023

    

Contract revenues

$

192,167

$

182,534

$

352,839

$

341,708

Costs of contract revenues

 

173,886

 

168,748

 

319,020

 

322,082

Gross profit

 

18,281

 

13,786

 

33,819

 

19,626

Selling, general and administrative expenses

 

21,135

 

18,119

 

40,134

 

35,136

Amortization of intangible assets

162

324

Gain on disposal of assets, net

 

(86)

 

(6,534)

 

(423)

 

(7,230)

Operating (loss) income

 

(2,768)

 

2,039

 

(5,892)

 

(8,604)

Other (expense) income:

 

  

 

  

 

  

 

  

Other income

 

120

 

250

 

192

 

543

Interest income

 

7

 

41

 

24

 

69

Interest expense

 

(3,345)

 

(2,627)

 

(6,719)

 

(4,260)

Other expense, net

 

(3,218)

 

(2,336)

 

(6,503)

 

(3,648)

Loss before income taxes

 

(5,986)

 

(297)

 

(12,395)

 

(12,252)

Income tax expense (benefit)

 

617

 

(42)

 

265

 

598

Net loss

$

(6,603)

$

(255)

$

(12,660)

$

(12,850)

Basic loss per share

$

(0.20)

$

(0.01)

$

(0.39)

$

(0.40)

Diluted loss per share

$

(0.20)

$

(0.01)

$

(0.39)

$

(0.40)

Shares used to compute loss per share:

 

  

 

  

 

  

 

  

Basic

 

33,111,987

 

32,290,392

 

32,832,868

 

32,235,842

Diluted

 

33,111,987

 

32,290,392

 

32,832,868

 

32,235,842

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

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Orion Group Holdings, Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Equity

(In Thousands, Except Share and Per Share Information) (Unaudited)

   

Common

   

Treasury

   

Additional

   

   

Stock

Stock

 

Paid-In

 

Retained

Shares

   

Amount

Shares

   

Amount

 

Capital

Loss

Total

Balance, December 31, 2023

33,260,011

$

333

 

(711,231)

$

(6,540)

$

189,729

$

(62,047)

$

121,475

Share-based compensation

358

358

Exercise of stock options

46,322

294

294

Issuance of restricted stock

275,954

3

(3)

Forfeiture of restricted stock

(6,942)

Net loss

 

(6,057)

(6,057)

Balance, March 31, 2024

33,575,345

$

336

 

(711,231)

$

(6,540)

$

190,378

$

(68,104)

$

116,070

Share-based compensation

1,556

1,556

Exercise of stock options

10,246

74

74

Issuance of restricted stock

508,910

5

(5)

Forfeiture of restricted stock

(8,331)

Payments related to tax withholding for share-based compensation

(3,984)

(34)

(34)

Net loss

 

(6,603)

(6,603)

Balance, June 30, 2024

34,082,186

$

341

 

(711,231)

$

(6,540)

$

191,969

$

(74,707)

$

111,063

   

Common

   

Treasury

   

Additional

   

   

Stock

Stock

 

Paid-In

 

Retained

Shares

   

Amount

Shares

   

Amount

 

Capital

Loss

Total

Balance, December 31, 2022

32,770,550

$

328

 

(711,231)

$

(6,540)

$

188,184

$

(44,172)

$

137,800

Share-based compensation

524

524

Issuance of restricted stock

187,775

2

(2)

Forfeiture of restricted stock

(8,977)

Payments related to tax withholding for share-based compensation

 

(62,876)

 

(1)

 

 

 

(171)

 

 

(172)

Net loss

 

(12,595)

(12,595)

Balance, March 31, 2023

32,886,472

$

329

 

(711,231)

$

(6,540)

$

188,535

$

(56,767)

$

125,557

Share-based compensation

 

 

 

 

 

945

 

 

945

Issuance of restricted stock

 

242,637

 

2

 

 

 

(2)

 

 

Forfeiture of restricted stock

 

 

 

 

 

 

 

Payments related to tax withholding for share-based compensation

(6,341)

(17)

(17)

Net loss

 

 

 

 

 

 

(255)

 

(255)

Balance, June 30, 2023

 

33,122,768

$

331

 

(711,231)

$

(6,540)

$

189,461

$

(57,022)

$

126,230

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

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Orion Group Holdings, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(in Thousands)

(Unaudited)

Six months ended June 30, 

    

2024

    

2023

Cash flows from operating activities:

 

  

 

  

Net loss

$

(12,660)

$

(12,850)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

Operating activities:

 

 

Depreciation and amortization

 

8,326

 

9,314

Amortization of ROU operating leases

4,912

2,464

Amortization of ROU finance leases

3,664

1,475

Write-off of debt issuance costs upon debt modification

 

 

119

Amortization of deferred debt issuance costs

995

537

Deferred income taxes

 

(38)

 

5

Share-based compensation

 

1,914

 

1,469

Gain on disposal of assets, net

 

(423)

 

(7,230)

Allowance for credit losses

 

162

 

26

Change in operating assets and liabilities:

 

 

Accounts receivable

 

(28,135)

 

(10,068)

Income tax receivable

 

(70)

 

(196)

Inventory

 

(261)

 

(309)

Prepaid expenses and other

 

723

 

2,794

Contract assets

 

10,910

 

8,954

Accounts payable

 

7,291

 

(12,495)

Accrued liabilities

 

(14,160)

 

3,188

Operating lease liabilities

(4,492)

(2,495)

Income tax payable

 

166

 

176

Contract liabilities

 

(16,981)

 

3,146

Net cash used in operating activities

 

(38,157)

 

(11,976)

Cash flows from investing activities:

 

  

 

  

Proceeds from sale of property and equipment

 

354

 

11,332

Purchase of property and equipment

 

(6,487)

 

(4,291)

Net cash (used in) provided by investing activities

 

(6,133)

 

7,041

Cash flows from financing activities:

 

 

Borrowings on credit

 

29,216

 

57,822

Payments made on borrowings on credit

 

(6,809)

 

(54,960)

Proceeds from failed sale-leaseback arrangement

14,140

Proceeds from sale-leaseback financing

2,359

Loan costs from Credit Agreement and prior credit facility

 

(343)

 

(5,978)

Payments of finance lease liabilities

(4,209)

(1,618)

Payments related to tax withholding for share-based compensation

(34)

(189)

Exercise of stock options

 

368

 

Net cash provided by financing activities

 

18,189

 

11,576

Net change in cash, cash equivalents and restricted cash

 

(26,101)

 

6,641

Cash, cash equivalents and restricted cash at beginning of period

 

30,938

 

3,784

Cash, cash equivalents and restricted cash at end of period

$

4,837

$

10,425

Cash and cash equivalents

$

4,837

$

8,883

Restricted cash

1,542

Total cash, cash equivalents and restricted cash shown above

$

4,837

$

10,425

Supplemental disclosures of cash flow information:

 

  

 

  

Cash paid during the period for:

 

  

 

  

Interest

$

2,597

$

7,713

Taxes, net of refunds

$

206

$

615

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

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Orion Group Holdings, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and per Share Amounts)

(Unaudited)

1.Description of Business and Basis of Presentation

Description of Business

Orion Group Holdings, Inc. and subsidiaries (hereafter collectively referred to as the “Company”), is a leading specialty construction company serving the infrastructure, industrial, and building sectors, providing services both on and off the water in the continental United States, Alaska, Hawaii, Canada and the Caribbean Basin through its marine segment and its concrete segment. Our marine segment provides construction and dredging services including marine transportation facility construction, marine pipeline construction, marine environmental structures construction, dredging of waterways, channels and ports, environmental dredging, design, and specialty services related to marine construction, fabrication, and dredging. 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. We are headquartered in Houston, Texas with regional offices throughout our operating areas.

Although we describe the business in this report in terms of the services the Company provides, its base of customers and the areas in which it operates, the Company has determined that its operations currently comprise two reportable segments pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 280, Segment Reporting.

The tools used by the chief operating decision maker (“CODM”) to allocate resources and assess performance are based on two reportable and operating segments: marine and concrete, which operate under the Orion brand and logo.

In making this determination, the Company considered the similar economic characteristics of its operations that comprise its marine segment. For the marine segment, the methods used, and the internal processes employed, to deliver marine construction services are similar throughout the segment, including standardized estimating, project controls and project management. This segment has the same customers with similar funding drivers and are subject to similar regulatory regimes driven through Federal agencies such as the U.S. Army Corps of Engineers, U.S. Fish and Wildlife Service, U.S. Environmental Protection Agency and U.S. Occupational Safety and Health Administration (“OSHA”), among others. Additionally, the segment is driven by macro-economic considerations including the level of import/export seaborne transportation, development of energy-related infrastructure, cruise line expansion and operations, marine bridge infrastructure development, waterway pipeline crossings and the maintenance of waterways. These considerations, and others, are key catalysts for future prospects and are similar across the segment.

For the concrete segment, the Company also considered the similar economic characteristics of these operations. The methods used, and the internal processes employed, to deliver concrete construction services are similar throughout the segment, including standardized estimating, project controls and project management. The projects of this segment are subject to similar regulatory regimes such as OSHA. Additionally, this segment is driven by macro-economic considerations, including movements in population, commercial real estate development, institutional funding and expansion, and recreational development, specifically in metropolitan areas of Texas.

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These considerations, and others, are key catalysts for current operations and future prospects and are similar across the segment.

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. Consequently, 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”) have been condensed or omitted. Readers of this report should also read the Company’s consolidated financial statements and the notes thereto included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (“2023 Form 10-K”) as well as Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations also included in its 2023 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 and six months ended June 30, 2024 are not necessarily indicative of the results realizable for the year ending December 31, 2024.

In connection with preparing consolidated financial statements for each annual and interim reporting period, the Company is required to evaluate whether there are conditions or events, considered in aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. Substantial doubt exists when conditions and events, considered in aggregate, indicate that it is probable that a company will be unable to meet its obligations as they become due within one year after the date that the consolidated financial statements are issued. This evaluation initially does not take into consideration the potential mitigating effect of management’s plans and actions that have not been fully implemented as of the date that the financial statements are issued. When substantial doubt exists, management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about the Company’s ability to continue as a going concern. The mitigating effect of management’s plans, however, is only considered if both: (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued; and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. Generally, to be considered probable of being effectively implemented, the plans must have been approved before the date that the financial statements are issued.

The assessment of the liquidity and going concern requires the Company to make estimates of future activity and judgments about whether the Company is compliant with financial covenant calculations under its debt and other agreements and has adequate liquidity to operate (See Note 9 and Note 18). Significant assumptions used in the Company's forecasted model of liquidity include forecasted sales, costs, our ability to manage spending on capital expenditures, our ability to complete certain asset sales, collect claims and unapproved change order revenue and improve working capital. Based on an assessment of these factors, management believes that the Company will have adequate liquidity for its operations for at least the next 12 months.

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2.Summary of Significant Accounting Policies

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management’s estimates, judgments and assumptions are continually evaluated based on available information and experience; however, actual amounts could differ from those estimates.

On an ongoing basis, the Company evaluates the significant accounting policies used to prepare its consolidated financial statements, including, but not limited to, those related to:

Revenue recognition from construction contracts;
The recording of accounts receivable and allowance for credit losses;
The carrying value of property, plant and equipment;
Leases;
Share-based compensation;
Income taxes; and
Self-insurance.

Revenue Recognition

The Company’s revenue is derived from contracts to provide marine construction, dredging, turnkey concrete services, and other specialty services. The Company’s projects are typically brief in duration, but occasionally, span a period of over one year. The Company determines the appropriate accounting treatment for each contract before work begins and, subject to qualifications discussed in the next paragraph, records contract revenue over time.

Performance obligations are promises in a contract to transfer distinct goods or services to the customer and are the unit of account under Topic 606. Each of the Company’s contracts and related change orders typically represent a single performance obligation because the Company provides an integrated service and individual goods and services are not separately identifiable. Revenue is recognized over time because control of the promised goods and services are continuously transferred to the customer over the life of the contract. For contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation using its best estimate of the stand-alone selling price of each distinct good or service. Progress is measured by the percentage of actual contract costs incurred to date to total estimated costs for each contract. This method is used because management considers contract costs incurred to be the best available measure of progress on these contracts. Contract costs include all direct costs, such as material and labor, and those indirect costs incurred that are related to contract performance such as payroll taxes and insurance. General and administrative costs are charged to expense as incurred. Upfront costs, such as costs to mobilize personnel and equipment prior to satisfying a performance obligation are capitalized and amortized over the contract performance period.

Changes in job performance, job conditions and estimated profitability, including those arising from final contract settlements, may result in revisions to costs and reported revenue and are recognized in the period in which the revisions are determined.

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The effect of changes in estimates of contract revenue or contract costs is recognized as an adjustment to recognized revenue on a cumulative catch-up basis to match contract progress with revenue recognition. When the Company anticipates a loss on a contract that is not yet complete, it recognizes the entire loss in the period in which such losses are determined. Revenue is recorded net of any sales taxes collected and paid on behalf of the customer, if applicable.

Contract revenue is derived from the original contract price as modified by agreed-upon change orders and estimates of variable consideration related to incentive fees and change orders or claims for which price has not yet been agreed by the customer. The Company estimates variable consideration based on its assessment of the most likely amount to which it expects to be entitled. Variable consideration is included in the estimated recognition of revenue to the extent it is probable that a significant reversal of cumulative recognized revenue will not occur. A determination that the collection of a claim is probable is based upon the Company’s evaluation of its compliance with the terms of the contract and the extent to which the Company performed in accordance therewith but does not guarantee collection in full.

Assets and liabilities derived from contracts with customers include the following:

Accounts Receivable: Trade, net of allowance - Represent amounts billed and currently due from customers and are stated at their estimated net realizable value.
Accounts Receivable: Retainage - Represent amounts which have not been billed to or paid by customers due to retainage provisions in construction contracts, which amounts generally become payable upon contract completion and acceptance by the customer.
Contract Assets - Represent revenues recognized in excess of amounts billed, which management believes will be billed and collected within one year of the completion of the contract and are recorded as a current asset, until such amounts are either received or written off.
Contract Liabilities - Represent billings in excess of revenues recognized and are recorded as a current liability, until the underlying obligation has been performed or discharged.

Classification of Current Assets and Liabilities

The Company includes in current assets and liabilities amounts realizable and payable in the next twelve months.

Cash and Cash Equivalents and Restricted Cash

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. At times, cash held by financial institutions may exceed federally insured limits. The Company has not historically sustained losses on its cash balances in excess of federally insured limits. Cash equivalents at June 30, 2024 and December 31, 2023 consisted primarily of overnight bank deposits.

Risk Concentrations

Financial instruments that potentially subject the Company to concentrations of credit risk principally consist of accounts receivable.

A significant portion of the Company’s revenue base depends on its ability to continue to obtain federal, state and local governmental contracts, and indirectly, on the amount of funding available to these agencies for new and current governmental projects.

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Therefore, a portion of the Company’s operations is dependent upon the level and timing of government funding. Statutory mechanics’ liens provide the Company high priority in the event of lien foreclosures following financial difficulties of private owners, thus minimizing credit risk with private customers.

Accounts Receivable

Accounts receivable are stated at the historical carrying value, net of allowances for credit losses. The Company had significant investments in billed and unbilled receivables as of June 30, 2024 and December 31, 2023. Billed receivables represent amounts billed upon the completion of small contracts and progress billings on large contracts in accordance with contract terms and milestone achievements. Unbilled receivables on contracts represent recoverable costs and accrued profits that are not yet capable of being billed under the terms of the applicable contracts. Revenue associated with these billings is recorded net of any sales tax, if applicable.

In establishing an allowance for credit losses, the Company evaluates its contract receivables and contract assets and thoroughly reviews historical collection experience, the financial condition of its customers, billing disputes and other factors. The Company writes off potentially uncollectible accounts receivable against the allowance for credit losses if it is determined that the amounts will not be collected or if a settlement with respect to a disputed receivable is reached for an amount that is less than its carrying value. As of June 30, 2024 and December 31, 2023, the Company had recorded an allowance for credit losses of $0.5 million and $0.4 million, respectively.

Balances billed to customers but not paid pursuant to retainage provisions in construction contracts generally become payable upon contract completion and acceptance by the owner. Retainage at June 30, 2024 totaled $36.4 million, of which $5.6 million is expected to be collected beyond June 30, 2025. Retainage at December 31, 2023 totaled $42.0 million.

From time to time, the Company negotiates change orders and claims with its customers. Unsuccessful negotiations of claims could result in a change to contract revenue that is less than amounts previously recorded, which could result in the recording of a loss in the amount of the shortfall. Successful claims negotiations could result in the recovery of previously recorded losses. Significant losses on receivables could adversely affect the Company’s financial position, results of operations and overall liquidity.

Advertising Costs

The Company primarily obtains contracts through the open bid process, and therefore advertising costs are not a significant component of expense. Advertising costs are expensed as incurred.

Environmental Costs

Costs related to environmental remediation are charged to expense. Other environmental costs are also charged to expense unless they increase the value of the property and/or provide future economic benefits, in which event the costs are capitalized. Environmental liabilities, if any, are recognized when the liability is considered probable and the amount can be reasonably estimated. The Company did not recognize any environmental liabilities as of June 30, 2024 or December 31, 2023.

Fair Value Measurements

The Company evaluates and presents certain amounts included in the accompanying consolidated financial statements at “fair value” in accordance with U.S. GAAP, which requires the Company to base its estimates on assumptions that market participants, in an orderly transaction, would use to price an asset or liability, and to establish a hierarchy that prioritizes the information used to determine fair value.

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Refer to Note 7 for more information regarding fair value determination.

The Company generally applies fair value valuation techniques on a non-recurring basis associated with  (1) valuing assets and liabilities acquired in connection with business combinations and other transactions; (2) valuing potential impairment loss related to long-lived assets; and (3) valuing potential impairment loss related to goodwill and indefinite-lived intangible assets.

Inventory

Current inventory consists of parts and small equipment held for use in the ordinary course of business and is valued at the lower of cost (using historical average cost) or net realizable value and is relieved as utilized. Where shipping and handling costs are incurred by the Company, these charges are included in inventory and charged to cost of contract revenue upon use. Non-current inventory consists of spare parts (including engines, cutters and gears) that require special order or long-lead times for manufacture or fabrication but must be kept on hand to reduce downtime and is valued at the lower of cost (using historical average cost) or net realizable value.

Property and Equipment

Property and equipment are recorded at cost. Ordinary maintenance and repairs that do not improve or extend the useful life of the asset are expensed as incurred. Major renewals and betterments of equipment are capitalized and depreciated generally over three to ten years until the next scheduled maintenance.

When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in results of operations for the respective period.

Depreciation is computed using the straight-line method over the estimated useful lives of the related assets for financial statement purposes, as follows:

Automobiles and trucks

    

3 to 10 years

Buildings and improvements

 

10 to 30 years

Construction equipment

 

3 to 10 years

Vessels and other equipment

 

3 to 40 years

Office equipment

 

3 to 5 years

The Company generally uses accelerated depreciation methods for tax purposes where beneficial.

Dry-docking costs are capitalized and amortized using the straight-line method over a period ranging from three to seven years. Dry-docking costs include, but are not limited to, the inspection, refurbishment and replacement of steel, engine components, tailshafts, mooring equipment and other parts of the vessel. Amortization related to dry-docking activities is included as a component of depreciation. These costs and the related amortization periods are periodically reviewed to determine if the estimates are accurate. If warranted, a significant upgrade of equipment may result in a revision to the useful life of the asset, in which case the change is accounted for prospectively.

Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset or asset group may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset.

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If the carrying amount of an asset exceeds its estimated future cash flows, an impairment loss is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of are separately presented in the balance sheet and reported at the lower of the carrying amount or the fair value, less the costs to sell, and are no longer depreciated. There were no assets classified as held for sale as of June 30, 2024 or December 31, 2023.

Leases

Management determines if a contract is or contains a lease at inception of the contract or modification of the contract. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period in exchange for consideration. Control over the use of the identified asset means the lessee has both (a) the right to obtain substantially all of the economic benefits from the use of the asset and (b) the right to direct the use of the asset.

Finance and operating lease right-of-use (“ROU”) assets and liabilities are recognized based on the present value of future minimum lease payments over the expected lease term at commencement date. As the implicit rate is not determinable in most of the Company’s leases, management uses the Company’s incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The expected lease term includes options to extend or terminate the lease when it is reasonably certain the Company will exercise such option. Lease expense for minimum lease payments is recognized on a straight-line basis over the expected lease term.

The Company’s lease arrangements have lease and non-lease components. Leases with an expected term of 12 months or less are not accounted for on the balance sheet and the related lease expense is recognized on a straight-line basis over the expected lease term.

The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

See Note 16 for more information regarding leases.

Share-Based Compensation

The Company recognizes compensation expense for equity awards over the vesting period based on the fair value of these awards at the date of grant. The computed fair value of these awards is recognized as a non-cash cost over the period the employee provides services, which is typically the vesting period of the award. The fair value of restricted stock grants and restricted stock units is equivalent to the fair value of the stock issued on the date of grant and is measured as the closing price of the stock on the date of grant.

Compensation expense is recognized only for share-based payments expected to vest. The Company estimates forfeitures at the date of grant based on historical experience and future expectations. This assessment is updated on a periodic basis. See Note 13 for further discussion of the Company’s share-based compensation plan.

Income Taxes

The Company determines its consolidated income tax provision using the asset and liability method prescribed by U.S. GAAP, which requires the recognition of income tax expense for the amount of taxes payable or refundable for the current period and for deferred tax liabilities and assets for the future tax consequences of events that have been recognized in an entity’s financial statements or tax returns.

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The Company must make significant assumptions, judgments and estimates to determine its current provision for income taxes, its deferred tax assets and liabilities, and any valuation allowance to be recorded against any deferred tax asset. The current provision for income tax is based upon the current tax laws and the Company’s interpretation of these laws, as well as the probable outcomes of any tax audits. The value of any net deferred tax asset depends upon estimates of the amount and category of future taxable income reduced by the amount of any tax benefits that the Company does not expect to realize. Actual operating results and the underlying amount and category of income in future years could render current assumptions, judgments and estimates of recoverable net deferred taxes inaccurate, thus impacting the Company’s financial position and results of operations. The Company computes deferred income taxes using the liability method. Under the liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under the liability method, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740, Income Taxes which prescribes a recognition threshold and measurement attribute for financial statement disclosure of tax positions taken, or expected to be taken, on its consolidated tax return. The Company evaluates and records any uncertain tax positions based on the amount that management deems is more likely than not to be sustained upon examination and ultimate settlement with the tax authorities in the tax jurisdictions in which it operates.

See Note 11 for additional discussion of income taxes.

Insurance Coverage

The Company maintains insurance coverage for its business and operations. Insurance related to property, equipment, automobile, general liability, and a portion of workers’ compensation is provided through traditional policies, subject to a deductible or deductibles. A portion of the Company’s workers’ compensation exposure is covered through a mutual association, which is subject to supplemental calls.

The marine segment maintains five levels of excess loss insurance coverage, totaling $300 million in excess of primary coverage. The marine segment’s excess loss coverage responds to most of its policies when a primary limit of $1 million has been exhausted; provided that the primary limit for Contingent Maritime Employer’s Liability is $10 million and the Watercraft Pollution Policy primary limit is $5 million. The concrete segment maintains five levels of excess loss insurance coverage, totaling $300 million in excess of primary coverage. The concrete segment’s excess loss coverage responds to most of its policies when a primary limit of $1 million has been exhausted.

If a claim arises and a potential insurance recovery is probable, the impending gain is recognized separately from the related loss. The recovery will only be recognized up to the amount of the loss once the recovery of the claim is deemed probable and any excess gain will fall under contingency accounting and will only be recognized once it is realized. The Company does not net insurance recoveries against the related claim liability as the amount of the claim liability is determined without consideration of the anticipated insurance recoveries from third parties.

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Separately, the Company’s marine segment employee health care is paid for by general assets of the Company and currently administered by a third party. The administrator has purchased appropriate stop-loss coverage. Losses on these policies up to the deductible amounts are accrued based upon known claims incurred and an estimate of claims incurred but not reported. The accruals are derived from known facts, historical trends and industry averages to determine the best estimate of the ultimate expected loss.  Actual claims may vary from estimates. Any adjustments to such reserves are included in the Consolidated Statements of Operations in the period in which they become known. The Company’s concrete segment employee health care is provided through two policies. A fully funded policy is offered primarily to salaried employees and their dependents while a partially self-funded plan with an appropriate stop-loss is offered primarily to hourly employees and their dependents. The self-funded plan is funded to the maximum exposure and, as a result, is expected to receive a partial refund after the policy expiration.

The total accrual for insurance claims liabilities was $5.2 million and $7.5 million at June 30, 2024 and December 31, 2023, respectively, reflected as a component of accrued liabilities in the consolidated balance sheet.

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 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments are intended to increase reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. The ASU is effective on a retrospective basis for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company is currently evaluating the impact that this guidance will have on the disclosures within its consolidated financial statements.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments require disclosure of specific categories in the rate reconciliation and provides additional information for reconciling items that meet a quantitative threshold and further disaggregation of income taxes paid for individually significant jurisdictions. The ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact that this guidance will have on the disclosures within its consolidated financial statements.

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3.Revenue

Contract revenues are recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The following table represents a disaggregation of the Company’s contract revenues by service line for the marine and concrete segments:

Three months ended June 30, 

Six months ended June 30, 

    

2024

    

2023

    

2024

    

2023

Marine Segment

 

  

 

  

 

  

 

  

Construction

$

116,025

$

77,721

$

204,814

$

131,733

Dredging

 

12,077

 

14,819

 

26,747

 

35,549

Specialty Services

 

2,851

 

8,003

 

5,717

 

12,559

Marine segment contract revenues

$

130,953

$

100,543

$

237,278

$

179,841

Concrete Segment

 

  

 

  

 

  

 

  

Structural

$

16,895

$

13,837

$

28,468

$

29,581

Light Commercial

 

44,319

 

68,154

 

87,093

 

132,286

Concrete segment contract revenues

$

61,214

$

81,991

$

115,561

$

161,867

Total contract revenues

$

192,167

$

182,534

$

352,839

$

341,708

The Company has determined that it has two reportable segments pursuant to FASB ASC Topic 280, Segment Reporting, but has disaggregated its contract revenues in the above chart in terms of services provided within such segments. In making this determination, the Company considered the similar characteristics of its operations as discussed in Note 1. Additionally, as discussed, 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 evaluated as to performance as one project, not by individual services performed by each. Both the marine and concrete segments have a single individual responsible for managing the entire segment, not by service lines of the segments. Resources are allocated by segment and financial and budgetary information is compiled and reviewed by segment, not service line.

Marine Segment

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

Structural services include elevated concrete pouring for products such as columns, elevated beams and structural walls. Light commercial services include horizontally poured concrete for products such as slabs, sidewalks, ramps and tilt walls. Other services comprise labor related to concrete pouring such as rebar installation and pumping services and typically support the Company’s structural and light commercial services.

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4.Concentration of Risk and Enterprise-Wide Disclosures

In both reportable segments accounts receivable include amounts billed to governmental agencies and private customers and do not bear interest. Balances billed to customers but not paid pursuant to retainage provisions generally become payable upon contract completion and acceptance by the owner.

The table below presents the concentrations of current receivables (trade and retainage) at June 30, 2024 and December 31, 2023, respectively:

June 30, 2024

December 31, 2023

 

Federal Government

    

$

51,432

    

30

%  

$

8,885

    

6

%

State Governments

 

6,082

 

4

%  

 

2,355

 

2

%

Local Governments

 

18,733

 

10

%  

 

12,804

 

9

%

Private Companies

 

95,871

 

56

%  

 

119,590

 

83

%

Gross receivables

172,118

100

%  

143,634

100

%

Allowance for credit losses

(523)

(361)

Net receivables

$

171,595

 

$

143,273

 

At June 30, 2024, the United States Navy, which is included in the Federal Government category, accounted for 27.2% of total current receivables. At December 31, 2023, a customer in the Private Companies category accounted for 19.9% of total current receivables.

Additionally, the table below represents concentrations of contract revenue by type of customer for the three and six months ended June 30, 2024 and 2023, respectively:

    

Three months ended June 30, 

    

Six months ended June 30, 

    

    

2024

    

%

    

2023

    

%

    

2024

    

%

    

2023

    

%

    

Federal Government

 

$

67,021

 

35

%  

$

44,416

 

24

%  

$

120,403

 

34

%  

$

67,472

 

20

%  

State Governments

 

 

15,453

 

8

%  

 

14,176

 

8

%  

 

29,437

 

8

%  

 

32,504

 

10

%  

Local Government

 

 

26,892

 

14

%  

 

21,693

 

12

%  

 

55,865

 

16

%  

 

42,381

 

12

%  

Private Companies

 

 

82,801

 

43

%  

 

102,249

 

56

%  

 

147,134

 

42

%  

 

199,351

 

58

%  

Total contract revenues

 

$

192,167

 

100

%  

$

182,534

 

100

%  

$

352,839

 

100

%  

$

341,708

 

100

%  

For the three months ended June 30, 2024, the United States Navy, which is included in the Federal Government category, accounted for 28.9% of total contract revenues. For the three months ended June 30, 2023, the United States Navy, which is included in the Federal Government category, accounted for 14.0% of total contract revenues. For the six months ended June 30, 2024, the United States Navy, which is included in the Federal Government category, accounted for 26.5% of total contract revenues. For the six months ended June 30, 2023, no single customer accounted for more than 10.0% of total contract revenues.

With the exception of the Unites States Navy, the Company does not believe that the loss of any one of its customers would have a material adverse effect on the Company or its subsidiaries and affiliates since no single specific customer besides the United States Navy sustains such a large portion of receivables or contract revenue over time. On March 10, 2023, the United States Navy awarded the Dragados/Hawaiian Dredging/Orion Joint Venture a $2.8 billion contract to complete the construction of a dry dock at Pearl Harbor Naval Shipyard. The Company’s portion of work as a dedicated subcontractor totals $435.4 million.

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For the fiscal year ended December 31, 2023 and the three months and six months ended June 30, 2024, the Company’s revenue related to the joint venture subcontract was approximately $90.5 million, $55.5 million and $93.5 million, respectively.

The concrete segment primarily purchases concrete from select suppliers. The loss of any one of these suppliers could adversely impact short-term operations.

Contract revenues generated outside the United States totaled 8.6% and 4.0% of total revenues for the three months ended June 30, 2024 and 2023, respectively, and 7.4% and 2.9% for the six months ended June 30, 2024 and 2023, respectively, and were primarily located in the Caribbean Basin.

5.Contracts in Progress

Contracts in progress are as follows at June 30, 2024 and December 31, 2023:

    

June 30, 

    

December 31, 

2024

2023

Costs incurred on uncompleted contracts

$

1,396,195

$

1,394,243

Estimated earnings

 

168,448

 

176,904

 

1,564,643

 

1,571,147

Less: Billings to date

 

(1,541,129)

 

(1,553,704)

$

23,514

$

17,443

Included in the accompanying Consolidated Balance Sheets under the following captions:

 

  

 

  

Contract assets

$

70,612

$

81,522

Contract liabilities

 

(47,098)

 

(64,079)

$

23,514

$

17,443

Included in contract assets is approximately $13.5 million and $13.0 million at June 30, 2024 and December 31, 2023, respectively, related to claims and unapproved change orders. See Note 2 to the Company’s consolidated financial statements for discussion of the accounting for these claims.

Remaining performance obligations represent the transaction price of firm orders or other written contractual commitments from customers for which work has not been performed or is partially completed and excludes unexercised contract options and potential orders. As of June 30, 2024, the aggregate amount of the remaining performance obligations was approximately $758.4 million. Of this amount, the current expectation of the Company is that it will recognize $629.4 million, or 83%, in the next 12 months and the remaining balance thereafter.

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6.Property and Equipment

The following is a summary of property and equipment at June 30, 2024 and December 31, 2023:

    

June 30, 

    

December 31, 

2024

2023

Automobiles and trucks

$

1,959

$

1,985

Building and improvements

 

36,931

 

36,931

Construction equipment

 

125,030

 

125,705

Vessels and other equipment

 

95,528

 

94,030

Office equipment

 

7,081

 

6,708

 

266,529

 

265,359

Less: Accumulated depreciation

 

(211,779)

 

(206,243)

Net book value of depreciable assets

 

54,750

 

59,116

Construction in progress

 

6,277

 

3,770

Land

 

24,948

 

24,948

$

85,975

$

87,834

For the three months ended June 30, 2024 and 2023, depreciation expense was $4.1 million and $4.4 million, respectively. For the six months ended June 30, 2024 and 2023, depreciation expense was $8.3 million and $9.0 million, respectively. Substantially all depreciation expense is included in the cost of contract revenue in the Company’s Condensed Consolidated Statements of Operations. Substantially all of the assets of the Company are pledged as collateral under the Company’s Credit Agreement (as defined in Note 9).

Substantially all of the Company’s long-lived assets are located in the United States.

See Note 2 to the Company’s condensed consolidated financial statements for further discussion of property and equipment.

7.Fair Value

Recurring Fair Value Measurements

The fair value of financial instruments is the amount at which the instrument could be exchanged in a current transaction between willing parties. Due to their short-term nature, the Company believes that the carrying value of its accounts receivable, other current assets, accounts payable and other current liabilities approximate their fair values.

The Company classifies financial assets and liabilities into the following three levels based on the inputs used to measure fair value in the order of priority indicated:

Level 1- fair values are based on observable inputs such as quoted prices in active markets for identical assets or liabilities;
Level 2 - fair values are based on pricing inputs other than quoted prices in active markets for identical assets and liabilities and are either directly or indirectly observable as of the measurement date; and
Level 3- fair values are based on unobservable inputs in which little or no market data exists.

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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 following table sets forth by level within the fair value hierarchy the Company’s recurring financial assets and liabilities that were accounted for at fair value on a recurring basis as of June 30, 2024 and December 31, 2023:

Fair Value Measurements

    

Carrying Value

    

Level 1

    

Level 2

    

Level 3

June 30, 2024

  

  

  

  

Assets:

 

  

 

  

 

  

 

  

Cash surrender value of life insurance policy

$

1,352

 

 

1,352

 

December 31, 2023

  

  

  

  

Assets:

 

  

 

  

 

  

 

  

Cash surrender value of life insurance policy

$

1,299

 

 

1,299

 

Our concrete segment had life insurance policies with a combined face value of $11.1 million as of June 30, 2024. The 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. These assets are included in the "Other noncurrent" asset section in the Company’s Condensed Consolidated Balance Sheets.

Other Fair Value Measurements

The fair value of the Company’s debt at June 30, 2024 and December 31, 2023 approximated its carrying value of $64.7 million and $42.3 million, respectively, as interest is based on current market interest rates for debt with similar risk and maturity. If the Company’s debt was measured at fair value, it would have been classified as Level 2 in the fair value hierarchy.

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8.Accrued Liabilities

Accrued liabilities at June 30, 2024 and December 31, 2023 consisted of the following:

    

June 30, 2024

    

December 31, 2023

Accrued salaries, wages and benefits

$

9,667

$

19,759

Accrued liabilities expected to be covered by insurance

 

5,181

 

7,478

Sales taxes

 

3,401

 

2,510

Property taxes

 

1,509

 

1,111

Sale-leaseback arrangement

3,367

3,761

Accounting and audit fees

514

659

Interest

 

614

 

530

Other accrued expenses

 

1,316

 

1,266

Total accrued liabilities

$

25,569

$

37,074

9.Debt

On May 15, 2023, the Company entered into a new Credit Agreement with White Oak ABL, LLC and White Oak Commercial Finance, LLC which includes a $65.0 million asset based revolving credit facility and a $38.0 million fixed asset term loan (the “Credit Agreement”). The Company incurred debt issuance costs related to the Credit Agreement of $5.9 million, which will be amortized over the life of the agreement under the effective interest method. The Credit Agreement has a maturity date of May 15, 2027. The Company used the proceeds of the Credit Agreement to repay the $40.0 million outstanding on the Company’s prior credit facility. In connection with the extinguishment of the prior credit facility, the Company wrote off the remaining $0.1 million in debt issuance costs associated with the prior credit facility. On December 1, 2023, the Company entered into Amendment No. 1 to the Credit Agreement which extended the maturity date for the $15.0 million pre-payment to the earlier of June 30, 2024 and the date that is three business days after receipt of net proceeds in respect of the East and West Jones Sale.

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

The Revolver initially bore interest at a rate of the 30-day SOFR plus 5.5% and the Term Loan at a rate of the 30-day SOFR plus 8.0%, subject to a SOFR floor of 4.0%. On February 27, 2024, the Company entered into Amendment No. 2 to the Credit Agreement, which lowered the interest rate for the Revolver by 50 basis points to 30-day SOFR plus 5.0% and the Term Loan by 100 basis points to 30-day SOFR plus 7.0%, subject to a SOFR floor of 4.0%.

On April 24, 2024, the Company executed Amendment No. 3 to the Loan Agreement with White Oak Commercial Finance, LLC. This amendment, among other things, (i) replaced the Consolidated EBITDA covenant with a Consolidated Fixed Charge Coverage Ratio (FCCR) for the quarter ended March 31, 2024, (ii) lowered the FCCR covenant threshold from 1.10:1.00 to 1.00:1.00 through the quarter ended December 31, 2024, (iii) lowered the $15 million prepayment due June 30, 2024 to $10 million, (iv) extended the maturity of the Loan Agreement by one year to May 15, 2027, and (v) reset the make-whole provision to align with the extension.

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On June 28, 2024, the Company executed Amendment No. 4 to the Loan Agreement with White Oak Commercial Finance, LLC. This amendment, among other things, (i) revised the Minimum Liquidity covenant to require that the Loan Parties and Subsidiaries cause Liquidity to not fall below the following amounts for more than three consecutive Business Days or as of the close of business on Friday of each week: From the Third Amendment Effective Date through July 26, 2024 - $8.0 million, provided that Liquidity may be less than $8.0 million but no less than $5.0 million on the close of business of one Friday during such period and during the week (ending Sunday) that includes such Friday; From July 27, 2024 through September 30, 2024 - $10.0 million; From October 1, 2024 through the Maturity Date - $15.0 million, (ii) revised the Specified Prepayment provision to replace the prior $10.0 million prepayment due June 30, 2024 with the following prepayments: July 26, 2024 - $2.0 million; August 30, 2024 - $4.0 million; September 30, 2024 - $4.0 million and October 31, 2024 - $5.0 million; provided, however, that if the sale of the East and West Jones Property is consummated prior to September 30, 2024, then the amounts due following the consummation of such sale are not required and instead, the Borrowers shall make a mandatory prepayment on the Term Loans of the net proceeds of the sale within three Business Days of receipt of such proceeds in an amount equal to $15.0 million less the amount of the prepayments already made as of such date; and (iii) revised the Specified Post-Closing Liquidity Transactions provision to be fulfilled by September 30, 2024.

On July 26, 2024, the Company executed Amendment No. 5 to the Loan Agreement with White Oak Commercial Finance, LLC. See Note 18 for more information regarding Amendment No. 5.

The quarterly weighted average interest rate for the Credit Agreement, as of June 30, 2024 was 12.07%.

The Company’s obligations under debt arrangements consisted of the following:

June 30, 2024

December 31, 2023

    

    

Debt Issuance

    

    

    

Debt Issuance

    

Principal

Costs(1)

Total

Principal

Costs(1)

Total

Term loan - current

$

15,000

$

(1,107)

$

13,893

$

15,000

$

(2,024)

$

12,976

Other debt

427

427

477

477

Total current debt

 

15,427

 

(1,107)

 

14,320

 

15,477

 

(2,024)

 

13,453

Revolving line of credit - long-term

22,664

(1,672)

20,992

Term loan - long-term

 

23,000

 

(1,697)

 

21,303

 

23,000

 

(3,104)

 

19,896

Other debt

3,637

3,637

3,844

3,844

Total long-term debt

49,301

(3,369)

45,932

26,844

(3,104)

23,740

Total debt

$

64,728

$

(4,476)

$

60,252

$

42,321

$

(5,128)

$

37,193

(1) Total debt issuance costs include underwriter fees, legal fees, syndication fees and fees related to the execution of the Credit Agreement and the termination and repayment of the Company’s prior credit facility.

Provisions of the revolving line of credit

The Company has a maximum borrowing capacity under the Revolver of $65.0 million. There is a letter of credit sublimit that is equal to the lesser of $5.0 million and the aggregate unused amount of the revolving commitments then in effect.

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The Company is subject to a commitment fee for the unused portion of the maximum borrowing availability under the Revolver. The Revolver termination date is the earlier of the Credit Agreement termination date, May 15, 2027, or the date the outstanding balance is permanently reduced to zero, in accordance with the terms of the Credit Agreement.

As of June 30, 2024, the Company had $22.7 million in borrowings under the Revolver. The Company’s borrowing availability under the Revolver at June 30, 2024 was approximately $16.6 million.

During the six months ended June 30, 2024, the Company borrowed $29.2 million on the Revolver. During the six months ended June 30, 2024, the Company repaid $6.5 million outstanding on the Revolver.

Financial covenants

Restrictive financial covenants under the amended Credit Agreement include:

A Consolidated Fixed Charge Coverage Ratio to not be less than the following during each noted period:
- Trailing Four Quarter Test Period Ending June 30, 2024 to not be less than 1.00 to 1.00.
- Trailing Four Quarter Test Period Ending September 30, 2025 and each Fiscal Quarter thereafter, to not be less than 1.10 to 1.00.

A Revolver Loan Turnover Ratio to not be less than the following during each noted period:
- Fiscal Quarter Ending June 30, 2023 and each Fiscal Quarter thereafter, to not be less than 2.50 to 1.00.

A Term Loan Loan-to-Value Ratio to not be greater than the following during each noted period:
- Fiscal Quarter Ending June 30, 2023 and each Fiscal Quarter thereafter, to not be more than 60%.

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

- Trailing Four Quarter Test Period Ended September 30, 2024 - $33,260,000.

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

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

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

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The Company shall not permit Liquidity (as defined in the Credit Agreement) of to fall below the following during each noted period (i) for more than three (3) consecutive Business Days (as defined in the Credit Agreement) nor (i) as of the close of business on Friday of each week:

Period

Amount

From April 24, 2024 through July 26, 2024

$8,000,000; provided that Liquidity may be less than $8,000,000 but no less than $5,000,000 on the close of business of one Friday during such period and during the week (ending Sunday) that includes such Friday

From July 27, 2024 October 31, 2024

$10,000,000

From November 1, 2024 through November 30, 2024

$12,000,000

From December 1, 2024 through December 31, 2024

$15,000,000

From January 1, 2025 through the Maturity Date

$20,000,000

; provided that if the 2024 Liquidity Transactions (as defined in the Amendment) occur on or prior to September 30, 2024, minimum liquidity requirement shall be set to $20,000,000.

In addition, the Credit Agreement contains events of default that are usual and customary for similar arrangements, including non-payment of principal, interest or fees; breaches of representations and warranties that are not timely cured; violation of covenants; bankruptcy and insolvency events; and, events constituting a change of control.

The Company was in compliance with all financial covenants under the amended agreement as of June 30, 2024.

Other debt

The Company has entered into debt agreements with De Lage Landen Financial Services, Inc. and Mobilease for the purpose of financing equipment purchased.  As of June 30, 2024 and December 31, 2023, the carrying value of this debt was $1.7 million and $1.9 million, respectively. The agreements are secured by the financed equipment assets and the debt is included as a component of current debt and long-term debt on the Condensed Consolidated Balance Sheets.

On June 23, 2023, the Company closed on a land-sale leaseback contract for the Company’s Port Lavaca South Yard property located in Port Lavaca, Texas for a purchase price of $12.0 million. A portion of the operating lease above the fair value of the land was financed by the Company. As of both June 30, 2024 and December 31, 2023, the carrying value of this debt was $2.4 million.

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10.Other Long-Term Liabilities

Other long-term liabilities at June 30, 2024 and December 31, 2023 consisted of the following:

    

June 30, 2024

    

December 31, 2023

Sale-leaseback arrangement

$

21,908

$

23,689

Deferred compensation

 

1,175

 

1,293

Accrued liabilities expected to be covered by insurance

403

 

338

Total other long-term liabilities

$

23,486

$

25,320

Sale-Leaseback Arrangements

On May 15, 2023, the Company entered into a $13.0 million sale-leaseback of certain equipment in which the Company leased-back the equipment for terms ranging from one to three years. The transaction above was recorded as a failed sale-leaseback.

Concurrent with the sale of Company’s Port Lavaca South Yard property, the Company entered into a twenty-year lease agreement whereby the Company will lease back the property at an annual rental rate of approximately $1.1 million, subject to annual rent increases of 2.5%. Under the lease agreement, the Company has four consecutive options to extend the term of the lease by five years for each such option. The portion of the above transaction related to the building was recorded as a failed sale-leaseback.

On September 27, 2019, the Company entered into a purchase and sale agreement (the “Purchase and Sale Agreement”). Pursuant to the terms of the Purchase and Sale Agreement, the Company sold its 17300 & 17140 Market Street location in Channelview, Texas for a purchase price of $19.1 million. Concurrent with the sale of the property, the Company entered into a fifteen-year lease agreement whereby the Company will lease back the property at an annual rental rate of approximately $1.5 million, subject to annual rent increases of 2.0%. Under the lease agreement, the Company has two consecutive options to extend the term of the lease by ten years for each such option. The transaction above was recorded as a failed sale-leaseback.

Related to the failed sale-leasebacks, the Company recorded liabilities for the amounts received, will continue to depreciate the non-land portion of the assets, and has imputed an interest rate so that the net carrying amount of the financial liability and remaining assets will be zero at the end of the initial lease terms.

11.Income Taxes

The Company’s effective tax rate is based on expected income, statutory rates and tax planning opportunities available to it. For interim financial reporting, the Company estimates its annual tax rate based on projected taxable income for the full year and records a quarterly tax provision in accordance with the anticipated annual rate.

Income tax (benefit) expense included in the Company’s accompanying Condensed Consolidated Statements of Operations was as follows (in thousands, except percentages):

Three months ended

    

Six months ended

 

June 30,

June 30, 

    

2024

2023

2024

2023

Income tax expense (benefit)

$

617

$

(42)

$

265

$

598

Effective tax rate

 

(10.3)

%  

 

14.1

%  

 

(2.1)

%  

 

(4.9)

%

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The Company's effective tax rate is typically based on expected income for the calendar year, statutory rates and tax planning opportunities available. This estimated annual effective tax rate is then applied to year-to-date operations.  The Company expects near break-even operations for the full year ended December 31, 2024, such that a small change in the year-to-date operations could result in a large change to the estimated annual effective tax rate.  Therefore, the Company’s effective tax rate for the period ending June 30, 2024, is based off actual year-to-date operations. 

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 period ended June 30, 2024 the Company evaluated all positive and negative evidence in determining the amount of deferred tax assets more likely than not to be realized. Based on the review of available evidence, management believes that a valuation allowance on the net deferred tax assets at June 30, 2024 remains appropriate.

The Company expects the unrecognized tax benefits as of June 30, 2024 for certain federal income tax matters will significantly change over the next 12 months due to a lapse of the statute of limitations. The final outcome of these uncertain tax positions is not yet determinable.

12.Earnings Per Share

Basic earnings per share is based on the weighted average number of common shares outstanding during each period. Diluted earnings per share is based on the weighted average number of common shares outstanding as well as the effect of all dilutive common stock equivalents during each period net income is generated. For the three months ended June 30, 2024 and 2023, the Company had 181,025 and 247,945 securities, respectively, that were potentially dilutive in earnings per share calculations. For the six months ended June 30, 2024 and 2023, the Company had 201,550 and 264,204 securities, respectively, that were potentially dilutive in earnings per share calculations. Such dilution is dependent on the excess of the market price of our stock over the exercise price and other components of the treasury stock method. The exercise price for certain stock options awarded by the Company exceeded the average market price of the Company’s common stock for the three and six months ended June 30, 2024 and 2023. Such stock options are antidilutive and are not included in the computation of earnings per share for those periods. The Company reported a net loss for all periods presented; therefore, all potentially dilutive securities are antidilutive and are excluded from the computation of diluted loss per share for such periods.

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

Three months ended June 30,

Six months ended June 30, 

    

2024

    

2023

    

2024

    

2023

Basic:

 

  

 

  

 

  

 

  

Weighted average shares outstanding

 

33,111,987

 

32,290,392

 

32,832,868

 

32,235,842

Diluted:

 

  

 

  

 

  

 

  

Total basic weighted average shares outstanding

 

33,111,987

 

32,290,392

 

32,832,868

 

32,235,842

Effect of potentially dilutive securities:

 

  

 

  

 

  

 

  

Common stock options

 

 

 

 

Total weighted average shares outstanding assuming dilution

 

33,111,987

 

32,290,392

 

32,832,868

 

32,235,842

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13.Share-Based Compensation

The Compensation Committee of the Company’s Board of Directors is responsible for the administration of the Company’s stock incentive plans, which include the balance of shares remaining under the 2022 Long Term Incentive Plan (the “2022 LTIP”), which was approved by shareholders in May of 2022 and amended in May of 2024 and authorizes 3,735,000 shares, the maximum aggregate number to be issued, plus any shares available for grant under prior long term incentive plans as of the date the 2022 LTIP was approved, and any shares subject to awards granted under the prior plans that expire or are cancelled, forfeited, exchanged, settled in cash or otherwise terminated. In general, the Company’s 2022 LTIP provides for grants of restricted stock and performance-based awards to be issued with a per-share price not less than the fair market value of a share of common stock on the date of grant.

In the three months ended June 30, 2024 and 2023, compensation expense related to share-based awards outstanding was $1.6 million and $0.9 million, respectively. In the six months ended June 30, 2024 and 2023, compensation expense related to share-based awards outstanding was $1.9 million and $1.5 million, respectively. In the three months ended June 30, 2024 and 2023, payments related to tax withholding for share-based compensation for certain officers of the Company were less than $0.1 million in both periods. In the six months ended June 30, 2024 and 2023, payments related to tax withholding for share-based compensation for certain officers of the Company were less than $0.1 million and $0.2 million, respectively.

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

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

On March 20, 2024, the Company granted certain executives a total of 205,322 performance-based units. The performance-based units will potentially vest 100% if the target is met, with 50% of the units to be earned based on the achievement of an objective, tiered return on invested capital, measured over a three-year performance period and 50% of the units to be earned based on the achievement of an objective, tiered return on relative total shareholder return, measured over a three-year performance period. The Company evaluates the probability of achieving this each reporting period. The fair value of the grants awarded related to the return on invested capital was $8.36 per share and the fair value of the grants awarded related to the relative total shareholder return will be valued using a Monte Carlo simulation.

On May 16, 2024, the Company’s six independent directors were awarded an aggregate of 64,170 shares of restricted common stock. The shares vested immediately on the date of the grant. The fair value on the date of grant of all shares awarded was $9.35.

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

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

In the three months ended June 30, 2024, there were 10,246 options exercised generating proceeds to the Company of $0.1 million. In the six months ended June 30, 2024, there were 56,568 options exercised generating proceeds to the Company of $0.4 million.

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Table of Contents

In the three and six months ended June 30, 2023, there were no options exercised.

At June 30, 2024, total unrecognized compensation expense related to unvested stock was approximately $9.1 million, which is expected to be recognized over a period of approximately 2.5 years.

14.Commitments and Contingencies

The Company is involved in various legal and other proceedings which are incidental to the conduct of its business, none of which in the opinion of management will have a material effect on the Company’s financial condition, results of operations or cash flows. Management believes that it has recorded adequate accrued liabilities and believes that it has adequate insurance coverage or has meritorious defenses for these claims and contingencies.

15.Segment Information

The Company currently operates in two reportable segments: marine and concrete. The Company’s financial reporting systems present various data for management to run the business, including profit and loss statements prepared according to the segments presented. Management uses operating income to evaluate performance between the two segments.

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Table of Contents

Segment information for the periods presented is provided as follows:

Three months ended

    

Six months ended

June 30,

June 30,

2024

2023

2024

2023

Marine

Contract revenues

$

130,953

$

100,543

$

237,278

$

179,841

Operating (loss) income

$

(5,466)

$

3,492

$

(10,332)

$

(2,588)

Depreciation and amortization expense

$

(4,922)

$

(3,812)

$

(9,853)

$

(7,647)

Total assets

$

322,031

$

265,913

$

322,031

$

265,913

Property and equipment, net

$

80,115

$

84,251

$

80,115

$

84,251

Concrete

 

  

 

 

  

 

  

Contract revenues

$

61,214

$

81,991

$

115,561

$

161,867

Operating income (loss)

$

2,698

$

(1,453)

$

4,440

$

(6,016)

Depreciation and amortization expense

$

(1,048)

$

(1,531)

$

(2,137)

$

(3,142)

Total assets

$

91,988

$

103,296

$

91,988

$

103,296

Property and equipment, net

$

5,860

$

7,542

$

5,860

$

7,542

There were $1.1 million and none in intersegment revenues between the Company’s two reportable segments for the three months ended June 30, 2024 and 2023, respectively. There were $1.7 million and less than $0.1 million in intersegment revenues between the Company’s two reportable segments for the six months ended June 30, 2024 and 2023, respectively.

The marine segment had foreign revenues of $16.5 million and $7.3 million for the three months ended June 30, 2024 and 2023, respectively. The marine segment has foreign revenues of $26.0 million and $10.0 million for the six months ended June 30, 2024 and 2023, respectively. These revenues are derived from projects in the Caribbean Basin and are paid primarily in U.S. dollars. There was no foreign revenue for the concrete segment.

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Table of Contents

16.Leases

The Company has operating and finance leases for office space, equipment and vehicles.

Leases recorded on the balance sheet consists of the following:

    

June 30,

December 31,

Leases

2024

2023

Assets

Operating lease right-of-use assets, net (1)

$

33,685

$

25,696

Financing lease right-of-use assets, net (2)

 

24,029

 

23,602

Total assets

$

57,714

$

49,298

Liabilities

 

  

 

  

Current

 

  

 

  

Operating

$

9,133

$

9,254

Financing

 

10,363

 

8,665

Total current

 

19,496

 

17,919

Noncurrent

 

  

 

  

Operating

 

24,948

 

16,632

Financing

 

11,315

 

13,746

Total noncurrent

 

36,263

 

30,378

Total liabilities

$

55,759

$

48,297

(1) Operating lease right-of-use assets are recorded net of accumulated amortization of $20.5 million and $15.6 million as of June 30, 2024 and December 31, 2023, respectively.
(2) Financing lease right-of-use assets are recorded net of accumulated amortization of $13.8 million and $10.2 million as of June 30, 2024 and December 31, 2023, respectively.

Other information related to lease term and discount rate is as follows:

June 30,

 

December 31,

 

2024

 

2023

 

Weighted Average Remaining Lease Term (in years)

  

  

Operating leases

8.00

5.90

Financing leases

2.44

2.83

Weighted Average Discount Rate

Operating leases

9.40

%

9.32

%

Financing leases

7.67

%

7.53

%

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Table of Contents

The components of lease expense are as follows:

Three Months Ended June 30,

Six Months Ended June 30,

    

2024

    

2023

2024

    

2023

Operating lease costs:

 

  

 

  

  

 

  

Operating lease cost

$

3,051

$

1,553

$

6,042

$

2,943

Short-term lease cost (1)

 

945

 

500

 

1,850

 

1,141

Financing lease costs:

 

 

  

 

 

  

Interest on lease liabilities

 

424

 

194

 

831

 

389

Amortization of right-of-use assets

 

1,853

 

750

 

3,664

 

1,475

Total lease cost

$

6,273

$

2,997

$

12,387

$

5,948

(1) Includes expenses related to leases with a lease term of more than one month but less than one year.

Supplemental cash flow information related to leases is as follows:

Six Months Ended June 30,

2024

2023

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows for operating leases

$

5,656

$

3,042

Operating cash flows for finance leases

$

831

$

389

Financing cash flows for finance leases

$

4,209

$

1,618

Non-cash activity:

 

 

ROU assets obtained in exchange for new operating lease liabilities

$

13,815

$

9,539

ROU assets obtained in exchange for new financing lease liabilities

$

4,208

$

1,520

Maturities of lease liabilities are summarized as follows:

Operating Leases

Finance Leases

Year ending December 31,

2024 (excluding the six months ended June 30, 2024)

$

4,873

$

5,880

2025

 

9,428

 

10,014

2026

 

343

 

4,549

2027

 

5,337

 

1,640

2028

 

4,352

 

762

Thereafter

 

32,241

 

831

Total future minimum lease payments

 

56,574

 

23,676

Less - amount representing interest

 

22,493

 

1,998

Present value of future minimum lease payments

 

34,081

 

21,678

Less - current lease obligations

 

9,133

 

10,363

Long-term lease obligations

$

24,948

$

11,315

17.Related Party Transaction

On March 10, 2023, the United States Navy awarded the Dragados/Hawaiian Dredging/Orion Joint Venture a $2.8 billion contract to complete the construction of a dry dock at Pearl Harbor Naval Shipyard. The Company’s portion of work as a dedicated subcontractor totals $435.4 million. For the three months ended June 30, 2024 and 2023, the Company’s revenue related to the joint venture subcontract was approximately $55.5 million and $25.5 million, respectively.

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For the six months ended June 30, 2024 and 2023, the Company’s revenue related to the joint venture subcontract was approximately $93.5 million and $25.5 million, respectively.

18.Subsequent Event

On July 26, 2024, the Company executed Amendment No. 5 to the Loan Agreement with White Oak Commercial Finance, LLC and the Lenders party thereto. This amendment, among other things, (i) replaces the minimum FCCR covenant with a minimum EBITDA covenant for the next four quarters, (ii) modifies the minimum liquidity requirements through January 1, 2025, (iii)  replaces the requirement to raise $45.0 million through asset sales by September 30, 2024, with certain milestones requiring the Company to raise $25.0 million (the “2024 Liquidity Transactions”) by September 30, 2024, and (iv) further modifies the timing and amounts of term loan prepayments.

Under the terms of Amendment No. 5, the Company must make the following term loan prepayments: July 26, 2024 – $2.0 million, August 30, 2024 - $4.0 million and September 30, 2024 - $4.0 million. The Company must also make a prepayment of $5.0 million upon the close of the sale of the East-West Jones property. If the East-West Jones property does not close on or before September 30, 2024, the Company must make the following term loan prepayments: October 31, 2024 - $1.67 million, November 29, 2024 - $1.67 million and December 31, 2024 - $1.67 million.

In the event the 2024 Liquidity Transactions do not occur on or prior to September 30, 2024, the following will occur: (i) margin will be increased by 50 basis-points on October 1 , 2024 and every seven day period thereafter (but in any event not in excess of 200 basis-points) and the pricing grid level for the revolving facility shall be set to Level III, (ii) accounts constituting Eligible Surety Bond Accounts shall be phased out of the Borrowing Base and shall no longer constitute Eligible Surety Bond Accounts pursuant to a schedule to be determined by the Administrative Agent in its sole discretion and which may be reduced to zero, and (iii) the following additional prepayments will be required: January 31, 2025 - $1.67 million, February 28, 2025 - $1.67 million and March 31, 2025- $1.67 million.

Amendment No. 5 also includes other administrative and definitional changes, including changes to the EBITDA requirements used to compute the interest rate margin applicable to the revolving credit facility.

1

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 Exchange Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.

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Table of Contents

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, 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” 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, 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. These and other important factors, including those described under “Risk Factors” in Part 1, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (“2023 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 2023 Form 10-K, Part II, Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our 2023 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 subsidiaries (hereafter collectively referred to as the “Company”), is a leading specialty construction company serving the infrastructure, industrial, and building sectors, providing services both on and off the water in the continental United States, Alaska, Hawaii, Canada and the Caribbean Basin through its marine segment and its concrete segment. Our marine segment provides construction and dredging services including marine transportation facility construction, marine pipeline construction, marine environmental structures construction, dredging of waterways, channels and ports, environmental dredging, design, and specialty services related to marine construction, fabrication, and dredging. 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. We are headquartered in Houston, Texas with regional offices throughout our operating areas.

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.

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Table of Contents

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:

completeness and accuracy of the original bid;
increases in commodity prices such as concrete, steel and fuel;
customer delays, work stoppages, and other costs due to weather and environmental restrictions;
subcontractor performance;
unforeseen site conditions;
availability and skill level of workers; and
a change in availability and proximity of equipment and materials.

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.

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 are as follows (in millions):

June 30, 2024

    

March 31, 2024

    

December 31, 2023

    

September 30, 2023

    

June 30, 2023

Marine segment

$

567.1

$

569.9

$

602.5

$

699.9

$

614.9

Concrete segment

 

191.3

 

186.7

 

159.7

 

177.6

 

203.8

Consolidated

$

758.4

$

756.6

$

762.2

$

877.5

$

818.7

We are optimistic in our end-markets and in the opportunities that are emerging across our various marketplaces as evidenced by the $1.2 billion of quoted bids outstanding at quarter end, of which over $118 million resulted in the award of contracts subsequent to the end of the fiscal quarter ended June 30, 2024.

These estimates are subject to fluctuations based upon the scope of services to be provided, as well as factors affecting the time required to complete the project. 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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Delays in decisions on pending awards also have a negative impact on the timing and amount by which we are able to increase backlog.

Income Statement Comparisons

Three months ended June 30, 2024 compared with three months ended June 30, 2023.

Three months ended June 30,

    

2024

    

2023

  

    

    

Amount

    

Percent

    

Amount

    

Percent

    

(dollar amounts in thousands)

Contract revenues

$

192,167

 

100.0

%  

$

182,534

 

100.0

%  

Cost of contract revenues

 

173,886

 

90.5

%  

 

168,748

 

92.4

%  

Gross profit

 

18,281

 

9.5

%  

 

13,786

 

7.6

%  

Selling, general and administrative expenses

 

21,135

 

10.9

%  

 

18,119

 

10.0

%  

Amortization of intangible assets

%

162

0.1

%

Gain on disposal of assets, net

(86)

%

(6,534)

(3.6)

%

Operating (loss) income

 

(2,768)

 

(1.4)

%  

 

2,039

 

1.1

%  

Other (expense) income:

 

  

 

  

 

  

 

  

Other income

 

120

 

0.1

%  

 

250

 

0.1

%  

Interest income

 

7

 

%  

 

41

 

%  

Interest expense

 

(3,345)

 

(1.8)

%  

 

(2,627)

 

(1.4)

%  

Other expense, net

 

(3,218)

 

(1.7)

%  

 

(2,336)

 

(1.3)

%  

Loss before income taxes

 

(5,986)

 

(3.1)

%  

 

(297)

 

(0.2)

%  

Income tax expense (benefit)

 

617

 

0.3

%  

 

(42)

 

(0.1)

%  

Net loss

$

(6,603)

 

(3.4)

%  

$

(255)

 

(0.1)

%  

Contract Revenues. Contract revenues for the three months ended June 30, 2024 of $192.2 million increased $9.7 million or 5.3% as compared to $182.5 million in the prior year period. The increase was primarily due to an increase in Marine segment revenue related to the Pearl Harbor drydock project, partially offset by lower Concrete segment revenue due to our deliberate efforts to adhere to disciplined bidding standards to win quality work at attractive margins.

Gross Profit. Gross profit was $18.3 million for the three months ended June 30, 2024 compared to $13.8 million in the prior year period, an increase of $4.5 million, or 32.6%. Gross profit in the first quarter was 9.5% of total contract revenues as compared to 7.6% in the prior year period. The increase in gross profit dollars and margin was primarily driven by improved pricing of projects in both segments stemming from higher quality projects and improved execution, partially offset by lower margin and mix of dredging revenue.

Selling, General and Administrative Expense. Selling, general and administrative (“SG&A”) expenses were $21.1 million for the three months ended June 30, 2024 compared to $18.1 million in the prior year period, an increase of $3.0 million or 16.6%. As a percentage of total contract revenues, SG&A expenses increased from 10.0% to 10.9%. The increase in SG&A dollars and percentage reflected an increase in compensation expense, business development spending and legal expenses.

Gain on Disposal of Assets, net. During the three months ended June 30, 2024 and 2023 we realized $0.1 million and $6.5 million, respectively, of net gains on disposal of assets. The three months ended June 30, 2023 included a gain of $5.2 million related to the sale-leaseback of our Port Lavaca South Yard property in Texas.

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Table of Contents

Other Income, net of Expense. Other expense primarily reflects interest on our borrowings, partially offset by interest income and non-operating gains or losses.

Income Tax Expense (Benefit). We recorded tax expense of $0.6 million in the three months ended June 30, 2024, compared to tax benefit of less than $0.1 million in the prior year period. Our effective tax rate is typically based on expected income for the calendar year, statutory rates and tax planning opportunities available. This estimated annual effective tax rate is then applied to year-to-date operations.  We expect near break-even operations for the full year ended December 31, 2024, such that a small change in the year-to-date operations could result in a large change to the estimated annual effective tax rate.  Therefore, our effective tax rate for the period ending June 30, 2024, is based off actual year-to-date operations.

Six months ended June 30, 2024 compared with six months ended June 30, 2023.

Six months ended June 30, 

    

2024

    

2023

    

    

Amount

    

Percent

    

Amount

    

Percent

  

(dollar amounts in thousands)

Contract revenues

$

352,839

 

100.0

%  

$

341,708

 

100.0

%  

Cost of contract revenues

 

319,020

 

90.4

%  

 

322,082

 

94.3

%  

Gross profit

 

33,819

 

9.6

%  

 

19,626

 

5.7

%  

Selling, general and administrative expenses

 

40,134

 

11.4

%  

 

35,136

 

10.2

%  

Amortization of intangible assets

%

324

0.1

%  

Gain on disposal of assets, net

(423)

(0.1)

%

(7,230)

(2.1)

%  

Operating loss

 

(5,892)

 

(1.7)

%  

 

(8,604)

 

(2.5)

%  

Other (expense) income:

 

  

 

  

 

  

 

  

Other income

 

192

 

0.1

%  

 

543

 

0.2

%  

Interest income

 

24

 

%  

 

69

 

%  

Interest expense

 

(6,719)

 

(1.9)

%  

 

(4,260)

 

(1.3)

%  

Other expense, net

 

(6,503)

 

(1.8)

%  

 

(3,648)

 

(1.1)

%  

Loss before income taxes

 

(12,395)

 

(3.5)

%  

 

(12,252)

 

(3.6)

%  

Income tax expense

 

265

 

0.1

%  

 

598

 

0.2

%  

Net loss

$

(12,660)

 

(3.6)

%  

$

(12,850)

 

(3.8)

%  

Contract Revenues. Contract revenues for the six months ended June 30, 2024 of $352.8 million increased $11.1 million or 3.3% as compared to $341.7 million in the prior year period. The increase was primarily due to an increase in marine segment revenue related to the Pearl Harbor drydock project, partially offset by lower concrete segment revenue due to disciplined bidding standards to win quality work at attractive margins.

Gross Profit. Gross profit was $33.8 million for the six months ended June 30, 2024 compared to $19.6 million in the prior year period, an increase of $14.2 million. Gross profit in the six months ended June 30, 2024 was 9.6% of total contract revenues as compared to 5.7% in the prior year period. The increase in gross profit dollars and margin was primarily driven by improved pricing of projects in both segments stemming from higher quality projects and improved execution, partially offset by lower margin and mix of dredging revenue.

Selling, General and Administrative Expense.  SG&A expenses were $40.1 million for the six months ended June 30, 2024 compared to $35.1 million in the prior year period, an increase of $5.0 million or 14.2%. As a percentage of total contract revenues, SG&A expenses increased from 10.2% to 11.4%. The increase in SG&A dollars and percentage reflecting an increase in IT, compensation, business development spending, and higher legal costs related to pursuing project-related claims.

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Gain on Disposal of Assets, net. During the six months ended June 30, 2024 and 2023 we realized $0.4 million and $7.2 million, respectively, of net gains on disposal of assets. The six months ended June 30, 2023 included a gain of $5.2 million related to the sale-leaseback of our Port Lavaca South Yard property in Texas.

Other Income, net of Expense. Other expense primarily reflects interest on our borrowings, partially offset by interest income and non-operating gains or losses.

Income Tax Expense. We recorded tax expense of $0.3 million in the six months ended June 30, 2024, compared to tax expense of $0.6 million in the prior year period. Our effective tax rate is typically based on expected income for the calendar year, statutory rates and tax planning opportunities available. This estimated annual effective tax rate is then applied to year-to-date operations.  We expect near break-even operations for the full year ended December 31, 2024, such that a small change in the year-to-date operations could result in a large change to the estimated annual effective tax rate.  Therefore, our effective tax rate for the period ending June 30, 2024, is based off actual year-to-date operations.

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 (loss) income as a percentage of segment revenues.

Three months ended June 30, 2024 compared with three months ended June 30, 2023.

Three months ended June 30,

2024

2023

    

Amount

    

Percent

    

Amount

    

Percent

    

(dollar amounts in thousands)

Contract revenues

Marine segment

 

Public sector

$

103,341

78.9

%  

$

74,743

74.3

%  

Private sector

27,612

21.1

%  

25,800

25.7

%  

Marine segment total

$

130,953

100.0

%  

$

100,543

100.0

%  

Concrete segment

 

 

Public sector

$

6,025

9.8

%  

$

5,542

6.8

%  

Private sector

55,189

90.2

%  

76,449

93.2

%  

Concrete segment total

$

61,214

100.0

%  

$

81,991

100.0

%  

Total

$

192,167

 

$

182,534

 

Operating (loss) income

 

  

 

  

 

  

 

  

Marine segment

$

(5,466)

 

(4.2)

%  

$

3,492

 

3.5

%  

Concrete segment

 

2,698

 

4.4

%  

 

(1,453)

 

(1.8)

%  

Total

$

(2,768)

$

2,039

 

  

Marine Segment

Revenues for our marine segment for the three months ended June 30, 2024 were $131.0 million compared to $100.5 million for the three months ended June 30, 2023, an increase of $30.5 million, or 30.2%. The increase was primarily related to the Pearl Harbor Project.

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Operating loss for our marine segment for the three months ended June 30, 2024 was $5.5 million, compared  to operating income of $3.5 million for the three months ended June 30, 2023. Adjusted for the gain on the Port Lavaca South Yard property sale-leaseback in Texas operating loss for the three months ended June 30, 2023 was $1.7 million. This $3.8 million increase in operating loss was primarily due to the increase in SG&A expense discussed above.

 

Concrete Segment

Revenues for our concrete segment for the three months ended June 30, 2024 were $61.2 million compared to $82.0 million for the three months ended June 30, 2023, a decrease of $20.8 million, or 25.3%. This decrease was primarily due to a decrease in concrete segment revenue due to disciplined bidding standards to win quality work at attractive margins.

Operating income for our concrete segment for the three months ended June 30, 2024 was $2.7 million, compared to an operating loss of $1.5 million for the three months ended June 30, 2023, an increase of $4.2 million. This increase was primarily due to reduction of lower margin work, winning higher margin jobs due to disciplined bidding standards and improved execution.

Six months ended June 30, 2024 compared with six months ended June 30, 2023.

Six months ended June 30, 

2024

2023

    

Amount

    

Percent

    

Amount

    

Percent

    

(dollar amounts in thousands)

Contract revenues

Marine segment

 

Public sector

$

196,276

82.7

%  

$

132,669

73.8

%  

Private sector

41,002

17.3

%  

47,172

26.2

%  

Marine segment total

$

237,278

100.0

%  

$

179,841

100.0

%  

Concrete segment

 

 

Public sector

$

9,429

8.2

%  

$

9,688

6.0

%  

Private sector

106,132

91.8

%  

152,179

94.0

%  

Concrete segment total

$

115,561

100.0

%  

$

161,867

100.0

%  

Total

$

352,839

 

$

341,708

 

Operating income (loss)

 

  

 

  

 

  

 

  

Marine segment

$

(10,332)

 

(4.4)

%  

$

(2,588)

 

(1.4)

%  

Concrete segment

 

4,440

 

3.8

%  

 

(6,016)

 

(3.7)

%  

Total

$

(5,892)

$

(8,604)

 

  

Marine Segment

Revenues for our marine segment for the six months ended June 30, 2024 were $237.3 million compared to $179.8 million for the six months ended June 30, 2023, an increase of $57.5 million, or 31.9%. The increase was primarily related to the Pearl Harbor Project.

Operating loss for our marine segment for the six months ended June 30, 2024 was $10.3 million, compared to 2.6 million for the six months ended June 30, 2023, an increase in operating loss of $7.7 million. Adjusted for the gain on the Port Lavaca South Yard property sale-leaseback in Texas operating loss for the six months ended June 30, 2023 was $7.8 million. This $2.5 million increase in operating loss was primarily due to the increase in SG&A expense discussed above, partially offset by margin improvements stemming from higher quality projects and improved execution.

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Table of Contents

 

Concrete Segment

Revenues for our concrete segment for the six months ended June 30, 2024 were $115.6 million compared to $161.9 million for the six months ended June 30, 2023, a decrease of 46.3 million, or 28.6%. This decrease was primarily due to a decrease in concrete segment revenue due to disciplined bidding standards to win quality work at attractive margins.

Operating income for our concrete segment for the six months ended June 30, 2024 was $4.4 million, compared to an operating loss of $6.0 million for the six months ended June 30, 2023, an increase of $10.4 million. This increase was primarily due to reduction of lower margin work, winning higher margin jobs due to disciplined bidding standards and improved execution.

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 June 30, 2024, our working capital was $64.2 million, as compared to $55.9 million at December 31, 2023. As of June 30, 2024, we had unrestricted cash on hand of $4.8 million. Our borrowing availability under our revolving portion of our Credit Agreement at June 30, 2024 was approximately $16.6 million.

Our primary liquidity needs are to finance our working capital and fund capital expenditures. Historically, our source of liquidity has been cash provided by our operating activities, sale of underutilized assets, and borrowings under our credit facilities. 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 real estate transactions.

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Cash Flow

The following table provides information regarding our cash flows and our capital expenditures for the three and six months ended June 30, 2024 and 2023:

Three months ended

Six months ended

June 30,

June 30, 

    

2024

    

2023

    

2024

    

2023

Net loss

$

(6,603)

$

(255)

$

(12,660)

$

(12,850)

    

Adjustments to remove non-cash and non-operating items

10,506

1,511

19,512

8,179

Cash flow from net income (loss) after adjusting for non-cash and non-operating items

3,903

1,256

6,852

(4,671)

Change in operating assets and liabilities (working capital)

(19,235)

(10,199)

(45,009)

(7,305)

Cash flows used in operating activities

$

(15,332)

$

(8,943)

$

(38,157)

$

(11,976)

Cash flows (used in) provided by investing activities

$

(4,560)

$

8,341

$

(6,133)

$

7,041

Cash flows provided by financing activities

$

20,091

$

8,182

$

18,189

$

11,576

Capital expenditures (included in investing activities above)

$

(4,634)

$

(2,415)

$

(6,487)

$

(4,291)

Operating Activities. During the three months ended June 30, 2024, we used approximately $15.3 million in cash in our operating activities. The net cash outflow was comprised of $19.2 million of outflows related to changes in net working capital, partially offset by $3.9 million of cash inflows from net income, after adjusting for non-cash items. 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 $11.2 million of cash outflows pursuant to the relative timing and significance of project progression and billings during the period, a $4.8 million cash outflow related to a decrease in our net position of accounts receivable and accounts payable plus accrued liabilities during the period, a $2.2 million decrease in operating lease liabilities and a $1.4 million outflow related to an increase in prepaid expenses and other, partially offset by $0.4 million of other inflows.

During the six months ended June 30, 2024, we used approximately $38.2 million in cash in our operating activities. The net cash outflow was comprised of $45.0 million of outflows related to changes in net working capital, partially offset by $6.8 million of cash inflows from net income, after adjusting for non-cash items. 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 $35.0 million cash outflow related to a decrease in our net position of accounts receivable and accounts payable plus accrued liabilities during the period, $6.1 million of cash outflows pursuant to the relative timing and significance of project progression and billings during the period, a $4.5 million decrease in operating lease liabilities and $0.1 million of other outflows, partially offset by a $0.7 million inflow related to a decrease in prepaid expenses.

Investing Activities. Capital asset additions and betterments to our fleet were $4.6 million and $2.4 million in the three months ended June 30, 2024 and 2023, respectively. Proceeds from the sale of property and equipment were $0.1 million in the three months ended June 30, 2024, as compared with $10.8 million in the three months ended June 30, 2023. Included in the three months ended June 30, 2023 was $8.1 million of proceeds related to the sale-leaseback of the Port Lavaca South Yard property in Texas.

Capital asset additions and betterments to our fleet were $6.5 million and $4.3 million in the six months ended June 30, 2024 and 2023, respectively. Proceeds from the sale of property and equipment were $0.4 million in the six months ended June 30, 2024, as compared with $11.3 million in the six months ended June 30, 2023.

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Included in the six months ended June 30, 2023 was $8.1 million of proceeds related to the sale-leaseback of the Port Lavaca South Yard property in Texas.

Financing Activities. During the three months ended June 30, 2024, we had borrowings of $27.6 million and repayments of $4.9 million on the White Oak revolving credit line, payments on finance lease liabilities of $2.2 million, repayments of $0.3 million on other debt, loan costs of $0.2 million and a cash inflow of $0.1 million for proceeds from the exercise of stock options.

During the six months ended June 30, 2024, we had borrowings of $29.2 million and repayments of $6.5 million on the White Oak revolving credit line, payments on finance lease liabilities of $4.2 million, repayments of $0.4 million on other debt, loan costs of $0.3 million and a cash inflow of $0.4 million for proceeds from the exercise of stock options.

Sources of Capital

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. Please see “Note 9 – Debt” in our unaudited condensed consolidated financial statements for a more detailed description of the Credit Facility.

Amendment No. 3 to the Credit Agreement

Please see “Note 9 – Debt” in our unaudited condensed consolidated financial statements for a detailed description of Amendment No. 3 to the Credit Agreement.

Amendment No. 4 to the Credit Agreement

Please see “Note 9 – Debt” in our unaudited condensed consolidated financial statements for a detailed description of Amendment No. 4 to the Credit Agreement.

Amendment No. 5 to the Credit Agreement

Please see “Note 18 – Subsequent Event” in our unaudited condensed consolidated financial statements for a detailed description of Amendment No. 5 to the Credit Agreement.

We were in compliance with all financial covenants under the amended agreement as of June 30, 2024.

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Table of Contents

Bonding Capacity

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. 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. At June 30, 2024, the capacity under our current bonding arrangement was at least $950 million, with approximately $590 million of projects being bonded. 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. We believe our balance sheet and working capital position will allow us to access additional bonding capacity as needed in the future.

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 June 30, 2024, we had $60.7 million in outstanding borrowings under our Credit Agreement, with a weighted average ending interest rate of 11.79%. Based on the amounts outstanding under our Credit Agreement as of June 30, 2024, a 100 basis-point increase in SOFR (or an equivalent successor rate) would increase the Company’s annual interest expense by approximately $0.6 million.

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 June 30, 2024.

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Table of Contents

Changes in Internal Control over Financial Reporting

There were no changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II.OTHER INFORMATION

ITEM 1.            LEGAL PROCEEDINGS

For information about litigation involving us, see Note 14 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 2023 Form 10-K.

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

There were no sales or issuer purchases of equity securities in the period ended June 30, 2024.

ITEM 3.DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.            MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.            OTHER INFORMATION

Amendment No. 5 to the Credit Agreement

On July 26, 2024, the Company executed Amendment No. 5 to the Loan Agreement with White Oak Commercial Finance, LLC and the Lenders party thereto. This amendment, among other things, (i) replaces the minimum FCCR covenant with a minimum EBITDA covenant for the next four quarters, (ii) modifies the minimum liquidity requirements through January 1, 2025, (iii)  replaces the requirement to raise $45.0 million through asset sales by September 30, 2024, with certain milestones requiring the Company to raise $25.0 million (the “2024 Liquidity Transactions”) by September 30, 2024, and (iv) further modifies the timing and amounts of term loan prepayments.

Under the terms of Amendment No. 5, the Company must make the following term loan prepayments: July 26, 2024 – $2.0 million, August 30, 2024 - $4.0 million and September 30, 2024 - $4.0 million. The Company must also make a prepayment of $5.0 million upon the close of the sale of the East-West Jones property. If the East-West Jones property does not close on or before September 30, 2024, the Company must make the following term loan prepayments: October 31, 2024 - $1.67 million, November 29, 2024 - $1.67 million and December 31, 2024 - $1.67 million.

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In the event the 2024 Liquidity Transactions do not occur on or prior to September 30, 2024, the following will occur: (i) margin will be increased by 50 basis-points on October 1 , 2024 and every seven day period thereafter (but in any event not in excess of 200 basis-points) and the pricing grid level for the revolving facility shall be set to Level III, (ii) accounts constituting Eligible Surety Bond Accounts shall be phased out of the Borrowing Base and shall no longer constitute Eligible Surety Bond Accounts pursuant to a schedule to be determined by the Administrative Agent in its sole discretion and which may be reduced to zero, and (iii) the following additional prepayments will be required: January 31, 2025 - $1.67 million, February 28, 2025 - $1.67 million and March 31, 2025- $1.67 million.

Amendment No. 5 also includes other administrative and definitional changes, including changes to the EBITDA requirements used to compute the interest rate margin applicable to the revolving credit facility. The foregoing description of Amendment No. 5 does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of Amendment No. 5, a copy of which is filed as Exhibit 10.5 to this Quarterly Report on Form 10-Q and incorporated herein by reference.

ITEM 6.            EXHIBITS

Exhibit
Number

    

Description

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 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)).

10.1

Purchase and Sale Agreement, dated July 2, 2024, by and between a subsidiary of Orion Group Holdings, Inc. and Capital Development Partners Acquisitions, LLC (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 2, 2024 (File No. 001-33891)).

10.2

Orion Group Holdings, Inc. Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 17, 2024 (File No. 001-33891)).

10.3

Amendment No. 1 to Orion Group Holdings, Inc.’s 2022 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 17, 2024 (File No. 001-33891)).

10.4

Amendment No. 4, dated June 28, 2024, to the Loan Agreement dated as of May 15, 2023 among Orion Group Holdings, Inc. and certain of its subsidiaries from time to time party hereto as borrowers, the entities from time to time party hereto, as Lenders, White Oak Commercial Finance, LLC, as Administrative Agent and Collateral Agent (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 2, 2024 (File No. 001-33891)).

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Table of Contents

Exhibit
Number

    

Description

*10.5

Amendment No. 5 dated July 26, 2024, to the Loan Agreement dated as of May 15, 2023 among Orion Group Holdings, Inc. and certain of its subsidiaries from time to time party hereto as borrowers, the entities from time to time party hereto, as Lenders, White Oak Commercial Finance, LLC, as Administrative Agent and Collateral Agent.

*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 

† Management contract or compensatory plan or arrangement 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.

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SIGNATURES

ORION GROUP HOLDINGS, INC.

July 26, 2024

By:

/s/ Travis J. Boone

Travis J. Boone
President and Chief Executive Officer

July 26, 2024

By:

/s/ Scott Thanisch

Scott Thanisch
Executive Vice President and Chief Financial Officer

46

EX-10.5 2 orn-20240614xex10d5.htm EX-10.5

Exhibit 10.5

AMENDMENT NO. 5 TO LOAN AGREEMENT

This AMENDMENT NO. 5 TO LOAN AGREEMENT (this "Amendment"), dated as of July 26, 2024, is entered into by and among ORION GROUP HOLDINGS, INC., a Delaware corporation ("Orion"), the Subsidiaries of Orion identified on the signature pages hereto as "Borrowers" (together with Orion, each, a "Borrower", and collectively "Borrowers"), the Lenders party hereto and WHITE OAK COMMERCIAL FINANCE, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, "Administrative Agent") and as collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, "Collateral Agent", and the Administrative Agent together with the Collateral Agent, the "Agents", and each, an "Agent").

WHEREAS, the Borrowers, the several financial institutions from time to time party thereto as Lenders, and the Agents are parties to that certain Loan Agreement dated as of May 15, 2023 (as amended, restated, modified or supplemented from time to time, the "Loan Agreement");

WHEREAS, the Borrowers have requested that the Agents and the Lenders amend the Loan Agreement in certain respects, and Agents and the Lenders are willing to do so on the terms and subject to the conditions set forth herein.

NOW THEREFORE, in consideration of the premises and mutual agreements herein contained, the parties hereto agree as follows:

1.Defined Terms.  Capitalized terms used but not defined herein shall have the meanings assigned to them in the Loan Agreement.
2.Amendments to Loan Agreement.  In reliance upon the representations and warranties of each Loan Party set forth in Section 4 below and subject to the satisfaction of the conditions to effectiveness set forth in Section 3 below, the Loan Agreement is hereby amended as follows
(a)Section 1.01 of the Loan Agreement is hereby amended by adding the following defined terms in appropriate alphabetical order:

"2024 Liquidity Transactions" means the receipt by Borrowers of cash proceeds from and after July 26, 2024 in an amount in excess of $25,000,000 from sources acceptable to Administrative Agent in its sole discretion and on terms and conditions acceptable to Administrative Agent in its sole discretion.

"Houston Lease" means that certain Office Lease Agreement between East River Commercial One, LLC, as landlord, and Orion, as tenant, dated June 6, 2024.

(b)Section 1.01 of the Loan Agreement is hereby amended by amending and restating the following defined terms in their entirety as follows:

"Applicable Level I EBITDA Threshold" means, for the TFQ Test Period ended June 30, 2024, $57,500,000, for the TFQ Test Period ended September 30, 2024, $36,956,000, for the TFQ Test Period ended December 31, 2024, $41,320,000, for the TFQ Test Period ended March 31, 2025, $41,214,000, and for the TFQ Test Period ended June 30, 2025, $37,284,000.

4868-3483-9692 v.2‌7473.112


"Applicable Level II/III EBITDA Threshold" means, for the TFQ Test Period ended June 30, 2024, $57,500,000, for the TFQ Test Period ended September 30, 2024, $33,260,000, for the TFQ Test Period ended December 31, 2024, $37,188,000, for the TFQ Test Period ended March 31, 2025, $35,032,000, and for the TFQ Test Period ended June 30, 2025, $31,691,000.  

"Applicable Margin" means, as of any date of determination, with respect to any (a) Term Loan, seven percent (7.00%) per annum, and (b) Revolver Loan, the applicable margin set forth in the following table that corresponds to the Average Excess Revolver Availability of Borrowers for the most recently completed month (to be re-determined as of the first day of each month) and either Consolidated EBITDA (prior to the Covenant Toggle Date) or, Consolidated Fixed Charge Coverage Ratio (from and after the Covenant Toggle Date), of Borrowers for the most recently completed Fiscal Quarter for which financial statements and a certified calculation of Consolidated EBITDA and Consolidated Fixed Charge Coverage Ratio have been delivered pursuant to Section 6.01(a) or (b), as applicable, and Section 6.02(a) (to be re-determined as of the first day of each month, commencing with September 1, 2023, following the month in which such financial statements and Compliance Certificate are delivered):

Level

Average Excess Revolver Availability, Consolidated EBITDA and Consolidated Fixed Charge Coverage Ratio

Applicable Margin for Revolver Loans not predicated on the Surety Bond Accounts Formula Amount

Applicable Margin for Revolver Loans predicated on the Surety Bond Accounts Formula Amount

I

Average Excess Revolver Availability of ≥ $35,000,000 and Consolidated EBITDA (prior to the Covenant Toggle Date) of ≥ the Applicable Level I EBITDA Threshold, and Consolidated Fixed Charge Coverage Ratio (from

4.75 percentage points

5.25 percentage points

2


and after the Covenant Toggle Date) of ≥ 1.20:1.00 (collectively, the "Level I Requirements")

II

Average Excess Revolver Availability of ≥ $20,000,000, and Consolidated EBITDA (prior to the Covenant Toggle Date) of ≥ the Applicable Level II/III EBITDA Threshold and Consolidated Fixed Charge Coverage Ratio (from and after the Covenant Toggle Date) of ≥ 1.00:1.00, and the Level I Requirements are not met

5.00 percentage points

5.50 percentage points

III

Average Excess Revolver Availability of < $20,000,000, Consolidated EBITDA (prior to the Covenant Toggle Date) of < the Applicable

5.25 percentage points

5.75 percentage points

3


Level II/III EBITDA Threshold, or Consolidated Fixed Charge Coverage Ratio (from and after the Covenant Toggle Date) of < 1.00:1.00

Average Excess Revolver Availability shall be calculated by Administrative Agent based on the Borrowing Base Reports delivered by Administrative Borrower during the preceding Fiscal Month, and the Consolidated EBITDA and Consolidated Fixed Charge Coverage Ratio shall be reported by the Borrowers in each Compliance Certificate delivered for a Fiscal Quarter end in accordance with Section 6.02(a); provided, however, that solely for purposes of determining the Applicable Margin, the Consolidated Fixed Charge Coverage Ratio shall be based on a Semi-Annual Test Period.  Any increase or decrease in the Applicable Margin resulting from a change in Average Excess Revolver Availability and/or the Consolidated EBITDA or Consolidated Fixed Charge Coverage Ratio, as applicable, shall become effective as of the first calendar day of each Fiscal Month; provided, that if the Borrowing Base Reports (including any required financial information in support thereof), annual or quarterly financial statements or Compliance Certificates are not delivered when due, then Level III shall apply until such time as such Borrowing Base Reports and supporting information, financial statements and Compliance Certificates, as applicable, are delivered.  In the event that the information regarding the Consolidated EBITDA or the Consolidated Fixed Charge Coverage Ratio contained in any Compliance Certificate delivered pursuant to Section 6.02(a) is shown to be inaccurate, and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an "Applicable Period") than the Applicable Margin actually applied for such Applicable Period, then (i) Borrowers shall immediately deliver to Administrative Agent a correct Compliance Certificate for such Applicable Period, (ii) the Applicable Margin shall be determined as if the correct Applicable Margin (as set forth in the table above) were applicable for such Applicable Period, and (iii) Borrowers shall immediately deliver to Administrative Agent full payment in respect of the accrued additional interest as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by Administrative Agent to the affected Obligations.  Any adjustment in the Applicable Margin shall be applicable to all Revolver Loans then existing or subsequently made during the applicable period for which the relevant Applicable Margin applies.

Notwithstanding anything to the contrary set forth in this definition, if the 2024 Liquidity Transactions do not occur on or prior to September 30, 2024, then the Applicable Margin shall be increased by 0.50 percentage points on each of (x) October 1, 2024 and (y) the first day of every 7 day period after October 1, 2024, until the 2024 Liquidity Transactions have occurred, at which time any increases in the Applicable Margin that have occurred as a result of such missed deadline shall cease to be effective; provided, that the Applicable Margin shall not be increased by more than 2.00 percentage points in the aggregate at any time as a result of this sentence.

4


Additionally, if the 2024 Liquidity Transactions do not occur on or prior to September 30, 2024, then Level III shall apply as of the end of such deadline until the 2024 Liquidity Transactions occur.

"Capital Expenditures" means, with respect to any Person, all expenditures (whether paid in cash or other consideration or accrued as a liability and including that portion of Capital Leases that is capitalized on the balance sheet of such Person including in connection with a sale leaseback transaction) by such Person for the acquisition or leasing of fixed or capital assets or additions to equipment (including replacements, capitalized repairs and improvements during such period) that are required to be capitalized under GAAP on a balance sheet of such Person.  For purposes of this definition, but without duplication: (a) the amount of any Capital Expenditure in connection with the purchase of any of equipment that is purchased simultaneously with the trade-in of existing equipment owned by such Person thereof or with insurance proceeds shall be the result of (i) the gross amount of the purchase price, minus (ii) the credit granted by the seller of such equipment for such equipment being traded in at such time, or the amount of such proceeds, as the case may be; (b) Capital Expenditures shall be offset (but not to an amount less than zero) by the amount of sale proceeds (excluding gains) from the Disposition of fixed or capital assets or additions to equipment (other than any such proceeds of the Specified Sale Leaseback Transactions or any other Specified Asset Disposition) that are not otherwise treated as a credit pursuant to the foregoing clause (a) or attributable to an exclusion from Capital Expenditures pursuant to the following clause (c), and (c) the following shall not constitute "Capital Expenditures": (i) an acquisition to the extent made with the proceeds of a Disposition in accordance with Section 7.05(c), (ii) expenditures to the extent that they are made to effect leasehold improvements to any property leased by such Person as lessee, to the extent that such expenses have been reimbursed in cash by the landlord that is not a Loan Party or a Subsidiary thereof, (iii) expenditures to the extent that they are actually paid for by a third party (excluding any Loan Party or any Subsidiary thereof) and for which no Loan Party or any Subsidiary thereof has provided or is required to provide or incur, directly or indirectly, any consideration or monetary obligation to such third party or any other person (whether before, during or after such period), (iv) [reserved], and (v) expenditures financed with the proceeds of capital contributions to, or issuances of qualified Equity Interests by, Orion that are received by Orion substantially contemporaneously with the making of such expenditure.

"Covenant Toggle Date" means the date on which the Compliance Certificate for the Fiscal Quarter ended September 30, 2025 shall have been delivered in accordance with Section 6.02(a).  

"Eligible Surety Bond Accounts" means Accounts that would constitute Eligible Accounts but for the fact that they are subject to priority subrogation rights in favor of surety bond providers (and such rights have not been exercised by a surety bond provider and no surety bond provider has undertaken performance, and there is no project default, with respect to any project associated with any such Account); provided, that if either (a) the amount of collections with respect to all Accounts created by the Borrowers for the previous twenty-eight day period divided by four (4) does not exceed, solely with respect to determinations of the Revolver Borrowing Base made between the Third Amendment Effective Date and July 26, 2024), $8,000,000, and at all other times, $10,000,000, then no Accounts shall constitute Eligible Surety Bond Accounts or (b) the 2024 Liquidity Transactions do not occur on or prior to September 30, 2024, then Accounts constituting Eligible Surety Bond Accounts shall be phased out of the Revolver Borrowing Base, and shall no longer constitute Eligible Surety Bond Accounts, pursuant to a schedule determined by Administrative Agent in its sole discretion (which, for the avoidance of doubt, may include a reduction of Eligible Surety Bond Accounts to zero at any time from and after October 1, 2024).

5


(c)Section 2.03(c)(vii) of the Loan Agreement is hereby amended and restated in its entirety as follows:

(vii) Specified Prepayment. On each of the dates set forth below the Borrowers shall make mandatory prepayments of the Term Loans (each individually and collectively, and together with the mandatory prepayment set forth in Section 2.03(c) the "Specified Prepayment") designated by Borrowers to be in respect of the prepayment required by this Section 2.03(c)(vii) (and not in respect of any other mandatory prepayment required by this Section 2.03(c)) in the amount set forth opposite such date (none of which shall be subject to the payment of the Make-Whole Amount):

Date

Amount

July 26, 2024

$2,000,000

August 30, 2024

$4,000,000

September 30, 2024

$4,000,000

; provided, that (x) if the East and West Jones Sale is consummated prior to September 30, 2024, Borrowers shall make an additional Specified Prepayment in the amount of $5,000,000 on the date that is three (3) Business Days (and in any event, promptly) after receipt of Net Proceeds in respect of the East and West Jones Sale, and (y) if the East and West Jones Sale is not consummated on or prior to September 30, 2024, Borrowers shall make additional Specified Prepayments on each of the dates set forth below in the corresponding amounts set forth below:

Date

Amount

October 31, 2024

$1,666,666.66

November 29, 2024

$1,666,666.66

December 31, 2024

$1,666,666.66

(d)Section 2.03(c) of the Loan Agreement is hereby amended to add the following new clause (viii) in appropriate order:

(viii) 2024 Liquidity Transactions Prepayment:  If the 2024 Liquidity Transactions do not occur on or prior to September 30, 2024, then Borrowers shall make mandatory prepayments of the Term Loans (none of which shall be subject to the payment of the Make-Whole Amount, but each of which shall be a Specified Prepayment) on each of the dates set forth below in the corresponding amounts set forth below:

Date

Amount

January 31, 2025

$1,666,666.66

February 28, 2025

$1,666,666.66

March 31, 2025

$1,666,666.66

6


(e)Section 6.01(o) of the Loan Agreement is hereby amended and restated in its entirety as follows:

(o)2024 Liquidity Transactions Report.  Weekly, starting with the week of August 12, 2024 and continuing through the week of September 30, 2024, on the Wednesday of each week, a report of steps taken during the prior week in order to cause the 2024 Liquidity Transactions to occur, which report shall be in form and substance satisfactory to Administrative Agent.

(f)Section 6.13(a) of the Loan Agreement is hereby amended and restated in its entirety as follows:

(a) Consolidated Fixed Charge Coverage Ratio. The Loan Parties and their Subsidiaries, on a consolidated basis, shall maintain, as of the end of each Fiscal Quarter for the applicable TFQ Test Period then ended, a Consolidated Fixed Charge Coverage Ratio of not less than the required amount set forth opposite thereto in the following table:

Period

Fixed Charge Coverage Ratio

TFQ Test Period ending September 30, 2025 and each TFQ Test Period thereafter

1.10:1.00

(g)Section 6.13(d) of the Loan Agreement is hereby amended and restated in its entirety as follows:

(d)Minimum EBITDA. The Loan Parties and their Subsidiaries, on a consolidated basis, shall achieve, as of the end of each Fiscal Quarter for the applicable Test Period then ended, EBITDA, measured for the periods set forth below, of at least the required amount set forth opposite thereto in the following table:

Period

Minimum EBITDA

TFQ Test Period ended September 30, 2024

$33,260,000

TFQ Test Period ended December 31, 2024

$37,188,000

TFQ Test Period ended March 31, 2025

$35,032,000

TFQ Test Period ending June 30, 2025

$31,691,000

7


(h)Section 6.13(e) of the Loan Agreement is hereby amended and restated in its entirety as follows:

(e)     Minimum Liquidity. The Loan Parties and their Subsidiaries shall cause Liquidity to not fall below the applicable required amount set forth in the table below (such amounts, the "Minimum Liquidity Threshold") neither (i) for more than three (3) consecutive Business Days nor (i) as of the close of business on Friday of each week:

Period

Amount

From the Third Amendment Effective Date through July 26, 2024

$8,000,000; provided that Liquidity may be less than $8,000,000 but no less than $5,000,000 on the close of business of one Friday during such period and during the week (ending Sunday) that includes such Friday

From July 27, 2024 through October 31, 2024

$10,000,000

From November 1, 2024 through November 30, 2024

$12,000,000

From December 1, 2024 through December 31, 2024

$15,000,000

From January 1, 2025 through the Maturity Date

$20,000,000

; provided, that if the 2024 Liquidity Transactions occur on or prior to September 30, 2024, then from such date until the Maturity Date the Minimum Liquidity Threshold shall be $20,000,000.

(i)Section 7.03(d) of the Loan Agreement is hereby amended and restated in its entirety as follows;

(d)Debt in respect of Capital Leases and purchase money obligations for fixed or capital assets in an aggregate amount outstanding at any time not to exceed (i) amounts incurred pursuant to the Specified Sale Leaseback Transactions, plus (ii) $30,000,000, plus (iii) an additional $20,000,000 so long as the applicable fixed or capital assets relate to the Hawaii Project, plus (iv) an additional $20,000,000 so long as Liquidity exceeds $20,000,000 both immediately before and after giving effect to such incurrence, plus (v) such other amounts as are approved in writing by Agents in their sole discretion (it being understood that to the extent the Houston Lease constitutes a Capital Lease, it shall be deemed to have been approved in writing by Agent pursuant to this clause (v) to the extent the principal amount of the Capital Lease obligation related thereto does not exceed $27,000,000).

8


(j)Section 1 of Schedule 6.19 of the Loan Agreement is hereby amended and restated in its entirety as follows:

1. On or prior to each of the following dates, Borrowers shall have provided evidence to each Agent, in form and substance reasonably satisfactory to each Agent, that Borrowers have received cash proceeds from Specified Post-Closing Liquidity Transactions in the following aggregate amounts by the following dates: (a) $7,500,000 by the thirtieth (30th) day after the Closing Date, and (b) $15,000,000 by the one-hundred and twentieth (120th) day after the Closing Date; provided, that, for the avoidance of doubt, the Specified Prepayment requirement of the Credit Agreement shall be separate and distinct from the requirements of this item 1 set forth on this Schedule 6.19.

3.Conditions to Effectiveness.  This Amendment shall become effective on upon the satisfaction of the following conditions precedent, each in form and substance acceptable to Administrative Agent:
(a)Administrative Agent's receipt of a copy of this Amendment executed by each Borrowers, the Lenders and each Agent;
(b)the representations and warranties contained herein shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of this Amendment, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date); and
(c)The Agents and Lenders and their counsel shall have received the Amendment Fee required to be paid on the date of this Amendment pursuant to this Amendment (it being understood that this condition shall be deemed to have been satisfied if Administrative Agent charges the Loan Account for such Amendment Fee pursuant to Section 2.01(b)(v) of the Loan Agreement).
4.Representations and Warranties.  In order to induce each Agent and the Lenders to enter into this Amendment, each Borrower hereby represents and warrants to each Agent and the Lenders that:
(a)all representations and warranties of the Loan Parties contained in the Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of this Amendment, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date);
(b)after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing; and
(c)this Amendment constitutes legal, valid and binding obligation of such Borrower, and is enforceable against such Borrower, in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws of general application affecting enforcements of creditors' rights or general principles of equity.

9


5.Effect of Amendment.  Except as expressly set forth herein, this Amendment shall not, by implication or otherwise, limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders or any Agent under the Loan Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Loan Agreement or any other Loan Document, all of which shall remain unchanged and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Loan Agreement or any other Loan Document in similar or different circumstances.  
6.Reaffirmation and Confirmation.  Each Loan Party hereby ratifies, affirms, acknowledges and agrees that the Loan Agreement and the other Loan Documents to which it is a party represent the valid, enforceable and collectible obligations of such Loan Party, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally, and further acknowledges that there are no existing claims, defenses, personal or otherwise, or rights of setoff whatsoever with respect to the Loan Agreement or any other Loan Document.  Each Loan Party hereby agrees that this Amendment in no way acts as a release or relinquishment of the Liens and rights securing payments of the Obligations.  The Liens and rights securing payment of the Obligations are hereby ratified and confirmed by each Loan Party in all respects.
7.Release.
(a)In consideration of the agreements of Agents and the Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Loan Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agents and the Lenders, and their successors and assigns, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (each Agent, each Lender and all such other Persons being hereinafter referred to collectively as the "Releasees" and individually as a "Releasee"), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a "Claim" and collectively, "Claims") of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any such Loan Party or any of their respective successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever in relation to, or in any way in connection with any of the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto which arises at any time on or prior to the day and date of this Amendment.
(b)Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.

10


(c)Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.
8.Miscellaneous.
(a)Amendment Fee.  In consideration of the agreements of Agents and the Lenders set forth herein, the Borrowers agree to pay to Administrative Agent an amendment fee (the "Amendment Fee") of $50,000.  The Administrative Agent may share any portion of such Amendment Fee with the Lenders in its sole discretion. The Amendment Fee will be non-refundable, fully earned and due and payable on the date hereof.  
(b)Expenses.  Each Borrower agrees to pay on demand all reasonable out-of-pocket expenses incurred by Agents in connection with the preparation, negotiation, execution and delivery of this Amendment and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith.  All obligations provided in this Section 8(b) shall survive any termination of the Loan Agreement.
(c)Choice of Law and Venue; Jury Trial Waiver; Judicial Reference Section.  Without limiting the applicability of any other provision of the Loan Agreement or any other Loan Document, the terms and provisions set forth in Section 10.16 (Governing Law; Jurisdiction; Etc.) and Section 10.17 (Waiver of Right to Jury Trial) of the Loan Agreement are expressly incorporated herein by reference.
(d)Counterparts.  This Amendment may be executed in any number of counterparts, and by the parties hereto on the same or separate counterparts, and each such counterpart, when executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Amendment.  Delivery of an executed counterpart hereto by facsimile or other electronic transmission shall be as effective as delivery of a manually executed counterpart hereof.
(e)Loan Document.  Each Borrower hereby acknowledges and agrees that this Amendment is a Loan Document.

[signature pages follow]

11


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized and delivered as of the date first above written.

, a Delaware corporation

‌​Name: _______________________________________Title: ________________________________________

"BORROWERS":

ORION GROUP HOLDINGS INC., a Delaware corporation

By: /s/ Gordon Scott Thanisch
Name: Gordon Scott Thanisch
Title: CFO

ORION MARINE CONSTRUCTION INC., a Florida corporation

By: /s/ Gordon Scott Thanisch
Name: Gordon Scott Thanisch
Title: CFO

ORION INDUSTRIAL CONSTRUCTION, LLC, a Louisiana limited liability company

By: /s/ Gordon Scott Thanisch
Name: Gordon Scott Thanisch
Title: CFO

SSL SOUTH, LLC, a Florida limited liability company

By: /s/ Gordon Scott Thanisch
Name: Gordon Scott Thanisch
Title: CFO

ORION GOVERNMENT SERVICES, LLC, a Washington limited liability company

By: /s/ Gordon Scott Thanisch
Name: Gordon Scott Thanisch
Title: CFO

INDUSTRIAL CHANNEL AND DOCK COMPANY, a Texas corporation

By: /s/ Gordon Scott Thanisch
Name: Gordon Scott Thanisch
Title: CFO

Signature Page to Amendment No. 5 to Loan Agreement


COMMERCIAL CHANNEL AND DOCK COMPANY, a Texas corporation

By: /s/ Gordon Scott Thanisch
Name: Gordon Scott Thanisch
Title: CFO

T.LAQUAY DREDGING, LLC, a Texas limited liability company

By: /s/ Gordon Scott Thanisch
Name: Gordon Scott Thanisch
Title: CFO

KING FISHER MARINE SERVICE, LLC, a Texas limited liability company

By: /s/ Gordon Scott Thanisch
Name: Gordon Scott Thanisch
Title: CFO

ORION CORPORATE SERVICES, LLC, a Texas limited liability company

By: /s/ Gordon Scott Thanisch
Name: Gordon Scott Thanisch
Title: CFO

ARTEMIS BUSINESS SOLUTIONS, LLC, a Louisiana limited liability company

By: /s/ Gordon Scott Thanisch
Name: Gordon Scott Thanisch
Title: CFO

ORION ADMINISTRATIVE SERVICES, INC., a Texas corporation

By: /s/ Gordon Scott Thanisch
Name: Gordon Scott Thanisch
Title: CFO

EAST & WEST JONES PLACEMENT AREAS, LLC, a Texas limited liability company

By: /s/ Gordon Scott Thanisch
Name: Gordon Scott Thanisch
Title: CFO

Signature Page to Amendment No. 5 to Loan Agreement


PREFERRED TOOL SERVICES, INC., a Texas corporation

By: /s/ Gordon Scott Thanisch
Name: Gordon Scott Thanisch
Title: CFO

ORION MARINE GROUP, LLC, a Texas limited liability company

By: /s/ Gordon Scott Thanisch
Name: Gordon Scott Thanisch
Title: CFO

ORION MARINE CONTRACTORS, INC., a Delaware corporation

By: /s/ Gordon Scott Thanisch
Name: Gordon Scott Thanisch
Title: CFO

SCHNEIDER E&C COMPANY, INC., a Florida corporation

By: /s/ Gordon Scott Thanisch
Name: Gordon Scott Thanisch
Title: CFO

ORION CONCRETE CONSTRUCTION, LLC, a Delaware limited liability company

By: /s/ Gordon Scott Thanisch
Name: Gordon Scott Thanisch
Title: CFO

TAS CONCRETE CONSTRUCTION LLC, a Delaware limited liability company

By: /s/ Gordon Scott Thanisch
Name: Gordon Scott Thanisch
Title: CFO

TONY BAGLIORE CONCRETE, INC., a Texas corporation

By: /s/ Gordon Scott Thanisch
Name: Gordon Scott Thanisch
Title: CFO

Signature Page to Amendment No. 5 to Loan Agreement


T.A.S. COMMERCIAL CONCRETE SOLUTIONS, LLC, a Texas limited liability company

By: /s/ Gordon Scott Thanisch
Name: Gordon Scott Thanisch
Title: CFO

T.A.S. PROCO, LLC, a Texas limited liability company

By: /s/ Gordon Scott Thanisch
Name: Gordon Scott Thanisch
Title: CFO

MISENER MARINE CONSTRUCTION, INC., a Georgia corporation

By: /s/ Gordon Scott Thanisch
Name: Gordon Scott Thanisch
Title: CFO

ORION CONSTRUCTION, LLC, a Texas limited liability company

By: /s/ Gordon Scott Thanisch
Name: Gordon Scott Thanisch
Title: CFO

Signature Page to Amendment No. 5 to Loan Agreement


ORION MARINE CONSTRUCTION BAHAMAS,
LLC

By: /s/ Gordon Scott Thanisch
Name: Gordon Scott Thanisch
Title: CFO

Signature Page to Amendment No. 5 to Loan Agreement


Exhibit 10.5

AGENTS:

WHITE OAK COMMERCIAL FINANCE, LLC, a Delaware limited liability company, as Administrative Agent and Collateral Agent


By: /s/ David Montiel
Name: David Montiel

Title: Managing Director

Signature Page to Amendment No. 5 to Loan Agreement


Exhibit 10.5

LENDERS:

WHITE OAK ABL 3, LLC,

By: /s/ David Montiel
Name: David Montiel

Title: Managing Director

Signature Page to Amendment No. 5 to Loan Agreement


EX-31.1 3 orn-20240614xex31d1.htm EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO RULE 13a - 14(a)/15d - 14(a)

OF THE SECURITIES EXCHANGE ACT, AS AMENDED

I, Travis J. Boone, certify that:

1.  I have reviewed this Form 10-Q of Orion Group Holdings, Inc;

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.  The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Quarterly report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.  The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

By:

/s/ Travis J. Boone

July 26, 2024

Travis J. Boone

President and Chief Executive Officer


EX-31.2 4 orn-20240614xex31d2.htm EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO RULE 13a - 14(a)/15d - 14(a)

OF THE SECURITIES EXCHANGE ACT, AS AMENDED

I, Scott Thanisch, certify that:

1.  I have reviewed this Form 10-Q of Orion Group Holdings, Inc;

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.  The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Quarterly report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.  The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

By:

/s/ Scott Thanisch

July 26, 2024

Scott Thanisch

Executive Vice President and Chief Financial Officer


EX-32.1 5 orn-20240614xex32d1.htm EX-32.1

Exhibit 32.1

SECTION 1350 CERTIFICATIONS

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Orion Group Holdings, Inc (the “Company”) on Form 10-Q for the quarter ended June 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, Travis J. Boone, President and Chief Executive Officer and Scott Thanisch, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to our knowledge:

1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2)

The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

By:

/s/ Travis J. Boone

July 26, 2024

Travis J. Boone

President and Chief Executive Officer

By:

/s/ Scott Thanisch

July 26, 2024

Scott Thanisch

Executive Vice President and Chief Financial Officer