Orion Group posts 2025 profit and sets 2026 guidance
Orion Group Holdings reported stronger results for 2025 and issued its first detailed 2026 outlook.
Rhea-AI Filing Summary
Orion Group Holdings reported stronger results for 2025 and issued its first detailed 2026 outlook. Full-year contract revenues rose to $852.3 million, up 7% from 2024, with GAAP net income of $2.5 million or $0.06 per diluted share. Adjusted EBITDA increased to $45.2 million and adjusted EPS to $0.25, while free cash flow reached about $14.4 million.
Backlog ended 2025 at $640 million, below $729 million a year earlier, despite $763 million of new awards and a stated $23 billion opportunity pipeline. The company completed a $120 million refinancing that lowered borrowing costs and, after year-end, acquired J.E. McAmis for roughly $60 million to expand higher-value marine capabilities.
For 2026, Orion guides to net income of $11.5–$15.3 million, EBITDA of $45–$49 million, adjusted EBITDA of $54–$58 million, and adjusted EPS of $0.36–$0.42, implying further revenue growth and margin improvement compared with 2025.
Positive
- Profitability and cash generation improved: 2025 revenue grew to $852.3 million with GAAP net income of $2.5 million, adjusted EBITDA of $45.2 million, and free cash flow of roughly $14.4 million.
- Refinancing and acquisition support growth: a $120 million UMB Credit Facility reduced borrowing costs and extended maturities, while the ~$60 million J.E. McAmis deal adds higher-margin marine capabilities and a $1.4 billion opportunity pipeline.
- Stronger 2026 outlook: guidance calls for net income of $11.5–$15.3 million, adjusted EBITDA of $54–$58 million, and adjusted EPS of $0.36–$0.42, implying further margin expansion.
Negative
- Backlog declined year over year: total backlog fell to $640 million at December 31, 2025 from $729 million a year earlier, despite $763 million in new awards and a sizable stated opportunity pipeline.
- Concrete segment under pressure: for 2025, the Concrete segment posted negative adjusted EBITDA of $10.8 million and an adjusted EBITDA margin of –3.5%, highlighting ongoing margin challenges in that part of the business.
Insights
Results show a turn to profitability, balance sheet de-risking, and more ambitious 2026 targets.
Orion moved from a 2024 net loss to $2.5 million net income in 2025 on 7% revenue growth to $852.3 million. Adjusted EBITDA rose to $45.2 million, and gross profit expanded faster than revenue, suggesting better project execution and utilization.
The $120 million UMB Credit Facility, replacing an $88 million facility maturing in 2028, cuts interest spreads to SOFR plus 2.5–3.0% and extends maturity to 2030. Total debt at year-end was only $8 million, giving more flexibility to fund growth and acquisitions.
The roughly $60 million acquisition of J.E. McAmis adds high-margin marine capabilities and a $1.4 billion opportunity pipeline, but integration and realizing expected margins remain execution tasks. 2026 guidance for adjusted EBITDA of $54–$58 million and adjusted EPS of $0.36–$0.42 will be key benchmarks in upcoming quarters.
8-K Event Classification
FAQ
How did Orion Group Holdings (ORN) perform financially in 2025?
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AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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NYSE Texas |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 2.02 Results of Operations and Financial Condition.
On March 3, 2026, Orion Group Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and full year ended December 31, 2025. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
The information contained in this Item 2.02 to the Company’s Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for any purpose, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except as expressly set forth by specific reference in such filing.
Use of Non-GAAP Financial Information
To help understand the Company’s financial performance, the Company has supplemented its financial results that it provides in accordance with generally accepted accounting principles (“GAAP”) with non-GAAP financial measures. Such financial measures include Adjusted Net Income (Loss), Adjusted Earnings (Loss) Per Common Share, earnings before interest, taxes, depreciation and amortization (“EBITDA”), Adjusted EBITDA, and Adjusted EBITDA Margin.
We believe these non-GAAP financial measures are frequently used by investors, securities analysts and other parties in the evaluation of our performance and liquidity with that of other companies in our industry. Management uses these measures to evaluate our operating performance, liquidity and capital structure. In addition, our incentive compensation plan measures performance based on our consolidated EBITDA, along with other factors. The methods we use to produce these non-GAAP financial measures may differ from methods used by other companies. These measures should be considered in addition to, not as a substitute for, financial measures prepared in accordance with GAAP. Applicable reconciliations to the nearest GAAP financial measure of each non-GAAP financial measure are included in the attached Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description |
99.1 | Press Release of Orion Group Holdings, Inc. dated March 3, 2026. |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
EXHIBIT INDEX
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Orion Group Holdings, Inc. | ||
Dated: March 4, 2026 | By: | /s/ Travis J. Boone |
President and Chief Executive Officer | ||
Exhibit 99.1
ORION GROUP HOLDINGS REPORTS
4TH QUARTER AND FULL YEAR 2025 RESULTS AND INITIATION OF 2026 GUIDANCE
HOUSTON – March 3, 2026 – Orion Group Holdings, Inc. (NYSE: ORN) (the “Company” or “Orion”), a leading specialty construction company, today reported its financial results for the fourth quarter and full year ended December 31, 2025.
Highlights for the year ended December 31, 2025:
($ in millions, except EPS)
Management Commentary
“2025 was a year of strong operational execution and meaningful advancement of our strategic initiatives, with top and bottom-line growth and good operating and free cash flow generation,” said Travis Boone, President and Chief Executive Officer of Orion. “Across the organization, our team delivered with discipline - executing projects safely and profitably, strengthening our balance sheet, and taking important strategic steps that position the Company for accelerated growth ahead.”
“During the year, we further strengthened our foundation and have shifted our focus to growth. The acquisition of J.E. McAmis on February 3 enhances our competitive position by adding specialized marine capabilities, strategic assets and scale that expand our ability to pursue and execute a wider scope of large, complex projects. In Concrete, our team continued to build attractive backlog by winning profitable projects, including a notable number of new data centers, and deepening relationships with leading clients. Our ability to deliver complex projects across each of our operating segments with predictable excellence has reinforced customer confidence, supporting repeat work, broader scopes, and geographic expansion. With a $23 billion pipeline of opportunity, we have clear visibility into future work and a strong runway for sustained growth.”
“We are also pleased to initiate 2026 guidance that reflects attractive revenue growth and margin expansion. As we look ahead, our strengthened platform, expanded capabilities, great people, and growing pipeline position us well to deliver long-term shareholder value in 2026 and beyond.”
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Full Year 2025 Results
| Year ended | ||||
| December 31, | | December 31, | ||
| 2025 | | 2024 | ||
Revenue | $ | 852.3 | | $ | 796.4 |
GAAP Net Income (Loss) | $ | 2.5 | | $ | (1.6) |
GAAP EPS | $ | 0.06 | | $ | (0.05) |
Adjusted EBITDA | $ | 45.2 | | $ | 41.9 |
Adjusted EPS | $ | 0.25 | | $ | 0.15 |
See definitions and reconciliation of non-GAAP measures elsewhere in this release.
Contract revenues of $852.3 million increased $55.9 million in 2025, or 7% from $796.4 million in the prior year. The year-over-year increase was primarily due to new awards and higher volume across the business.
Gross profit was $105.6 million in 2025, an increase of $14.4 million or 16% from $91.2 million in the prior year. The increase was primarily driven by strong project execution and increased utilization.
Selling, general and administrative expenses were $93.5 million for the year, up from $82.5 million in the prior year, primarily due to increased investment to support business growth.
GAAP net income for the year ended December 31, 2025 was $2.5 million or $0.06 per diluted share, compared to a net loss of $1.6 million, or $0.05 per diluted share, in the prior year.
Adjusted EBITDA for 2025 was $45.2 million, compared to $41.9 million in the prior year. The year-over-year increase was primarily attributable to increased revenue and strong project execution.
Backlog
| December 31, | | December 31, | ||
| 2025 | | 2024 | ||
Marine | $ | 480 | | $ | 583 |
Concrete | | 160 | | | 146 |
Total | $ | 640 | | $ | 729 |
Full year 2025 backlog included approximately $763 million in new awards during the year. Recent Marine awards included an $86 million shoreline protection and beneficial use infrastructure project for the U.S. Army Corps of Engineers and the installation of a trestle platform for a river bridge. Recent Concrete awards included multiple data centers and expanded site work as well as numerous other commercial buildings.
In 2025, customer decisions were delayed primarily due to tariff-related uncertainty in the private sector and a prolonged U.S. government shut-down. We remain confident in our strong demand outlook, as supported by the tailwinds across our end markets, and in the Company’s backlog trajectory and long-term growth outlook underpinned by our vibrant, growing pipeline that is currently $23 billion inclusive of J.E. McAmis.
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Recent Developments
As previously announced, on February 4, 2026, the Company completed the acquisition of J. E. McAmis, Inc. and JEM Marine Leasing LLC (together, “J.E. McAmis” or “McAmis”), for approximately $60 million, net of cash acquired, plus additional contingent consideration. Founded in 1973, J.E. McAmis is a heavy civil contractor with a proven track record for delivering complex marine construction projects in challenging environments with work spanning jetty and breakwater construction, dredging, environmental restoration, and dam and spillway construction. With a highly skilled leadership and operations team, J.E. McAmis has consistently posted high-margin growth over the last several years winning and successfully executing projects primarily in Washington and Oregon andalso Canada, Florida, Alaska and Hawaii. McAmis has strong client relationships with the U.S. Department of Defense and U.S. Army Corp of Engineers, a robust $1.4 billion pipeline of opportunities, and a broad portfolio of marine and real estate assets valued at $34 million.
In late 2025, the Company purchased a large derrick barge to further increase capacity and execution flexibility. This strategic asset will enable our team to pursue a broader range of marine and defense-related work.
Balance Sheet Update
On December 23, 2025, the Company entered into a five-year $120 million Credit Agreement with UMB Bank (the “UMB Credit Facility”) that meaningfully improves our liquidity, reduces borrowing cost and positions the balance sheet to fund future investment. The UMB Credit Facility matures in December 2030 and is comprised of (i) a $60 million revolving line of credit, (ii) a $20 million equipment term loan facility, and (iii) a $40 million acquisition term loan facility. The Credit Facility also includes an additional $25 million uncommitted accordion to fund future growth. The UMB Credit Facility refinanced and replaced the Company’s previous $88 million credit agreement, which was scheduled to mature in May 2028. Borrowings under the UMB Credit Facility bear interest at the Secured Overnight Financing Rate (SOFR) plus 2.5% to 3.0%, as determined based on the Company’s consolidated leverage, representing a significant reduction compared to the prior credit agreement. Proceeds were used to repay outstanding borrowings of $23 million under the Company’s prior facility and for general corporate purposes.
As of December 31, 2025, current assets were $278 million, including unrestricted cash and cash equivalents of $1.6 million and total debt outstanding was $8 million with no outstanding borrowings under the UMB Credit Facility. The Company incurred borrowings of approximately $47 million under the UMB Credit Facility in connection with its acquisition of J.E. McAmis.
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2026 Financial Guidance
The following forward-looking guidance reflects the Company’s current expectations and beliefs as of March 3, 2026, and is subject to change. The following statements apply only as of the date of this disclosure and are expressly qualified in their entirety by the cautionary statements included elsewhere in this document.
For the full year 2026, Orion currently anticipates the following:
| ● | Revenue in the range of $900 million to $950 million, 8.6% annual growth at the midpoint |
| ● | Adjusted EBITDA in the range of $54 million to $58 million, 24% annual growth at midpoint |
| ● | Adjusted EPS in the range of $0.36 to $0.42, 56% annual growth at midpoint |
| ● | Capital expenditures in the range of $25 million to $35 million, consistent with prior year |
Conference Call Details
Orion Group Holdings will host a conference call to discuss the fourth quarter and full year 2025 financial results at 10:00 a.m. Eastern Time/9:00 a.m. Central Time on Wednesday, March 4, 2026. To participate, please call (844) 481-2994 and ask for the Orion Group Holdings Conference Call. A live audio webcast of the call will also be available on the Investor Relations section of Orion’s website at https://www.oriongroupholdingsinc.com/investor/ and will be archived for replay.
About Orion Group Holdings
Orion Group Holdings, Inc., a leading specialty construction company serving the infrastructure, industrial and building sectors, provides 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. The Company’s marine segment provides construction and dredging services relating to marine transportation facility construction, marine pipeline construction, marine environmental structures, dredging of waterways, channels and ports, environmental dredging, design and specialty services. Its concrete segment provides turnkey concrete construction services including place and finish, site prep, layout, forming, and rebar placement for large commercial, structural and other associated business areas. The Company is headquartered in Houston, Texas. The Company’s website is located at: https://www.oriongroupholdingsinc.com.
Backlog Definition
Backlog consists of projects under contract that have either (a) not been started, or (b) are in progress but are not yet complete. The Company cannot guarantee that the revenue implied by its backlog will be realized, or, if realized, will result in earnings or profitability. Backlog can fluctuate from period to period due to the timing and execution of contracts. The typical duration of the Company’s Concrete projects ranges from six to twelve months and Marine projects range from 18 to 24 months. The Company's backlog at any point in time includes both revenue it expects to realize during the next twelve-month period as well as revenue it expects to realize in future years.
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Non-GAAP Financial Measures
This press release includes the financial measures “adjusted net income/loss,” “adjusted earnings/loss per share,” “EBITDA,” “Adjusted EBITDA,” “Adjusted EBITDA margin,” and “free cash flow.” These measurements are “non-GAAP financial measures” under rules of the Securities and Exchange Commission, including Regulation G. The non-GAAP financial information may be determined or calculated differently by other companies that use similarly titled measures. By reporting such non-GAAP financial information, the Company does not intend to give such information greater prominence than comparable GAAP financial information. Investors are urged to consider these non-GAAP measures in addition to and not in substitute for measures prepared in accordance with GAAP.
Adjusted net income/loss and adjusted earnings/loss per share should not be viewed as an equivalent financial measure to net income/loss or earnings/loss per share. Adjusted net income/loss and adjusted earnings/loss per share exclude certain items that management believes are one-time items or items whose timing or amount cannot be reasonably estimated. Free cash flow is defined as operating cash flow adjusted for investing cash flow. The Company believes these adjusted financial measures are a useful supplement to earnings/loss calculated in accordance with GAAP.
Orion defines EBITDA as net income/loss before net interest expense, income taxes, depreciation and amortization. Adjusted EBITDA is calculated by adjusting EBITDA for certain items that management believes are one-time items or items whose timing or amount cannot be reasonably estimated. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA for the period by contract revenues for the period. The GAAP financial measure that is most directly comparable to EBITDA and Adjusted EBITDA is net income, while the GAAP financial measure that is most directly comparable to Adjusted EBITDA margin is operating margin, which represents operating income divided by contract revenues. EBITDA, Adjusted EBITDA and Adjusted EBITDA margin are used internally to evaluate current operating expense, operating efficiency, and operating profitability on a variable cost basis, by excluding the depreciation and amortization expenses, primarily related to capital expenditures and acquisitions, and net interest and tax expenses. Additionally, EBITDA, Adjusted EBITDA and Adjusted EBITDA margin provide useful information regarding the Company's ability to meet future debt service and working capital requirements while providing an overall evaluation of the Company's financial condition. In addition, EBITDA is used internally for incentive compensation purposes. The Company includes EBITDA, Adjusted EBITDA and Adjusted EBITDA margin to provide transparency to investors as they are commonly used by investors and others in assessing performance. EBITDA, Adjusted EBITDA and Adjusted EBITDA margin have certain limitations as analytical tools and should not be used as a substitute for operating margin, net income, cash flows, or other data prepared in accordance with GAAP, or as a measure of the Company's profitability or liquidity.
Forward-Looking Statements
The matters discussed in this press release may constitute or include projections or other forward-looking statements within the meaning of the “safe harbor” provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, of which provisions the Company is availing itself. Certain forward-looking statements can be identified by the use of forward-looking terminology, such as “believes,” ”expects,” “may,” ”will,” ”could,” ”should,” ”seeks,” ”approximately,” ”intends,” “plans,” ”estimates,” or ”anticipates,” or the negative thereof or other comparable terminology, or by discussions of strategy, plans, objectives, intentions, estimates, forecasts, guidance, outlook, assumptions, or goals. In particular, statements regarding our pipeline of opportunities, achievement of strategic priorities, position for growth, financial guidance and future operations or results, including those set forth in this press release, and any other statement, express or implied, concerning financial guidance or future operating
5
results or the future generation of or ability to generate revenues, income, net income, gross profit, EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, or cash flow, including to service debt or maintain compliance with debt covenants, and including any estimates, guidance, forecasts or assumptions regarding future revenues or revenue growth, are forward-looking statements. Forward-looking statements also include project award announcements, estimated project start dates, ramp-up of contract activity and contract options, which may or may not be awarded in the future. Forward-looking statements involve risks, including those associated with the Company's fixed price contracts that impacts profits, unforeseen productivity delays that may alter the final profitability of the contract, cancellation of the contract by the customer for unforeseen reasons, delays or decreases in funding by the customer, levels and predictability of government funding or other governmental budgetary constraints, and any potential contract options which may or may not be awarded in the future, and are at the sole discretion of award by the customer. Past performance is not necessarily an indicator of future results. Considering these and other uncertainties, the inclusion of forward-looking statements in this press release should not be regarded as a representation by the Company that the Company's plans, estimates, forecasts, goals, intentions, or objectives will be achieved or realized. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company assumes no obligation to update information contained in this press release whether as a result of new developments or otherwise, except as required by law.
Please refer to the Company's 2024 Annual Report on Form 10-K, filed on March 5, 2025 which is available on its website at www.oriongroupholdingsinc.com or at the SEC's website at www.sec.gov, and filings and press releases subsequent to such Annual Report on Form 10-K for additional and more detailed discussion of risk factors that could cause actual results to differ materially from our current expectations, estimates or forecasts.
Contact:
Margaret Boyce
346-278-3762
mboyce@orn.net
Source: Orion Group Holdings, Inc.
6
Orion Group Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(In Thousands, Except Share and Per Share Information)
(Unaudited)
| | Three Months Ended | | Year Ended | ||||||||
| | December 31, | | December 31, | ||||||||
| | 2025 | | 2024 | | 2025 | | 2024 | ||||
Contract revenues |
| $ | 233,223 |
| $ | 216,880 |
| $ | 852,260 |
| $ | 796,394 |
Costs of contract revenues |
| | 206,173 |
| | 186,603 |
| | 746,646 |
| | 705,234 |
Gross profit |
| | 27,050 |
| | 30,277 |
| | 105,614 |
| | 91,160 |
Selling, general and administrative expenses |
| | 23,093 |
| | 21,557 |
| | 93,471 |
| | 82,537 |
Gain on disposal of assets, net | | | (1,068) |
| | (912) |
| | (2,468) |
| | (2,898) |
Operating income |
| | 5,025 |
| | 9,632 |
| | 14,611 |
| | 11,521 |
Other (expense) income: |
| | |
| | |
| | |
| | |
Interest expense |
| | (1,490) |
| | (3,045) |
| | (8,863) |
| | (13,381) |
Loss on extinguishment of debt | | | (3,777) | | | — | | | (3,777) | | | — |
Other income |
| | 175 |
| | 168 |
| | 936 |
| | 564 |
Other expense, net |
| | (5,092) |
| | (2,877) |
| | (11,704) |
| | (12,817) |
Income (loss) before income taxes |
| | (67) |
| | 6,755 |
| | 2,907 |
| | (1,296) |
Income tax expense |
| | 173 |
| | 1 |
| | 419 |
| | 348 |
Net (loss) income | | $ | (240) | | $ | 6,754 | | $ | 2,488 | | $ | (1,644) |
| | | | | | | | | | | | |
Basic (loss) income per share | | $ | (0.01) | | $ | 0.17 | | $ | 0.06 | | $ | (0.05) |
Diluted (loss) income per share | | $ | (0.01) | | $ | 0.17 | | $ | 0.06 | | $ | (0.05) |
Shares used to compute (loss) income per share | |
| | |
| | |
| | |
| |
Basic | |
| 39,901,141 | | | 38,930,587 | |
| 39,627,400 | | | 34,783,256 |
Diluted | |
| 39,901,141 | | | 38,943,811 | |
| 39,639,250 | | | 34,783,256 |
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Orion Group Holdings, Inc. and Subsidiaries
Reconciliation of Adjusted Net Income (Loss)
(In thousands except per share information)
(Unaudited)
| | Three Months Ended | | Year Ended | ||||||||
| | December 31, | | December 31, | ||||||||
| | 2025 | | 2024 | | 2025 | | 2024 | ||||
Net loss (income) | | $ | (240) | | $ | 6,754 | | $ | 2,488 | | $ | (1,644) |
Adjusting items and the tax effects: | | | | | | | | | | | | |
Non-cash share-based compensation | | | 1,432 | | | 1,079 | | | 5,450 | | | 4,009 |
ERP implementation | | | 236 | | | 488 | |
| 1,367 | |
| 2,129 |
Severance | |
| 12 | |
| 19 | |
| 620 | |
| 104 |
Process improvement initiatives | | | — | | | 589 | | | 138 | | | 982 |
Acquisition and integration | | | 494 | | | — | | | 494 | | | — |
Loss on extinguishment of debt | | | 3,777 | | | — | | | 3,777 | | | — |
Tax rate of 23% applied to adjusting items(1) | |
| (1,369) | |
| (501) | |
| (2,725) | |
| (1,662) |
Reversal of the impact of valuation allowances | |
| (987) | |
| (2,069) | |
| (1,854) | |
| 1,275 |
Adjusted net income | | $ | 3,355 | | $ | 6,359 | | $ | 9,755 | | $ | 5,193 |
Adjusted EPS | | $ | 0.08 | | $ | 0.16 | | $ | 0.25 | | $ | 0.15 |
| (1) | Items are taxed discretely using the Company's blended tax rate. |
8
Orion Group Holdings, Inc. and Subsidiaries
Adjusted EBITDA and Adjusted EBITDA Margin Reconciliations
(In Thousands, Except Margin Data)
(Unaudited)
| | Three Months Ended | | Year Ended |
| ||||||||
| | December 31, | | December 31, |
| ||||||||
| | 2025 | | 2024 | | 2025 | | 2024 |
| ||||
Net (loss) income | | $ | (240) | | $ | 6,754 | | $ | 2,488 | | $ | (1,644) | |
Income tax expense | |
| 173 | |
| 1 | |
| 419 | |
| 348 | |
Interest expense, net | |
| 1,342 | |
| 2,935 | |
| 8,223 | |
| 13,174 | |
Depreciation and amortization | |
| 5,736 | |
| 5,207 | |
| 22,262 | |
| 22,765 | |
EBITDA(1) | |
| 7,011 | |
| 14,897 | |
| 33,392 | |
| 34,643 | |
Non-cash share-based compensation | | | 1,432 | | | 1,079 | | | 5,450 | | | 4,009 | |
ERP implementation | | | 236 | | | 488 | | | 1,367 | | | 2,129 | |
Severance | |
| 12 | |
| 19 | |
| 620 | |
| 104 | |
Process improvement initiatives | | | — | | | 589 | | | 138 | | | 982 | |
Acquisition and integration | | | 494 | | | — | | | 494 | | | — | |
Loss on extinguishment of debt | | | 3,777 | | | — | | | 3,777 | | | — | |
Adjusted EBITDA(2) | | $ | 12,962 | | $ | 17,072 | | $ | 45,238 | | $ | 41,867 | |
Adjusted EBITDA margin(2) | |
| 5.6 | % |
| 7.9 | % |
| 5.3 | % |
| 5.3 | % |
| (1) | EBITDA is a non-GAAP measure that represents earnings before interest, taxes, depreciation and amortization. |
| (2) | Adjusted EBITDA is a non-GAAP measure that represents EBITDA adjusted for non-cash share-based compensation, ERP implementation, severance, process improvement initiatives, acquisition and integration and loss on extinguishment of debt. Adjusted EBITDA margin is a non-GAAP measure calculated by dividing Adjusted EBITDA by contract revenues. |
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Orion Group Holdings, Inc. and Subsidiaries
Adjusted EBITDA and Adjusted EBITDA Margin Reconciliations by Segment
(In Thousands, Except Margin Data)
(Unaudited)
| | Marine | | Concrete |
| ||||||||
| | Three Months Ended | | Three Months Ended |
| ||||||||
| | December 31, | | December 31, |
| ||||||||
| | 2025 | | 2024 | | 2025 | | 2024 |
| ||||
Contract revenues | | $ | 139,422 | | $ | 143,959 | | $ | 93,801 | | $ | 72,921 | |
| | | | | | | | | | | | | |
Operating income (loss) |
| $ | 7,869 |
| $ | 7,165 |
| $ | (2,844) |
| $ | 2,467 | |
Loss on extinguishment of debt | | | (2,415) | | | — | | | (1,362) | | | — | |
Other income |
| | 26 |
| | 25 |
| | 1 |
| | 33 | |
Depreciation and amortization |
| | 4,998 |
| | 4,288 |
| | 738 |
| | 919 | |
EBITDA(1) |
| | 10,478 |
| | 11,478 |
| | (3,467) |
| | 3,419 | |
Non-cash share-based compensation | | | 1,251 | | | 976 | | | 181 | | | 103 | |
ERP implementation | | | 133 | | | 325 | | | 103 | | | 163 | |
Severance |
| | 12 |
| | 19 |
| | — |
| | — | |
Process improvement initiatives | | | — | | | 387 | | | — | | | 202 | |
Acquisition and integration | | | 494 | | | — | | | — | | | — | |
Loss on extinguishment of debt | | | 2,415 | | | — | | | 1,362 | | | — | |
Adjusted EBITDA(2) | | $ | 14,783 | | $ | 13,185 | | $ | (1,821) | | $ | 3,887 | |
Adjusted EBITDA margin(2) | |
| 10.6 | % |
| 9.2 | % |
| (1.9) | % |
| 5.3 | % |
| | | | | | | | | | | | | |
| | Marine | | Concrete |
| ||||||||
| | Year Ended | | Year Ended |
| ||||||||
| | December 31, | | December 31, |
| ||||||||
| | 2025 | | 2024 | | 2025 | | 2024 |
| ||||
Contract revenues | | $ | 544,831 | | $ | 521,250 | | $ | 307,429 | | $ | 275,144 | |
| | | | | | | | | | | | | |
Operating income (loss) |
| $ | 29,862 |
| $ | 2,318 |
| $ | (15,251) |
| $ | 9,203 | |
Loss on extinguishment of debt | | | (2,415) | | | — | | | (1,362) | | | — | |
Other income |
| | 282 |
| | 242 |
| | 14 |
| | 115 | |
Depreciation and amortization |
| | 18,983 |
| | 18,693 |
| | 3,279 |
| | 4,072 | |
EBITDA(1) |
| | 46,712 |
| | 21,253 |
| | (13,320) |
| | 13,390 | |
Non-cash share-based compensation | | | 4,866 | | | 3,711 | | | 584 | | | 298 | |
ERP implementation | | | 874 | | | 1,393 | | | 493 | | | 736 | |
Severance |
| | 603 |
| | 104 |
| | 17 |
| | — | |
Process improvement initiatives |
| | 93 |
| | 643 |
| | 45 |
| | 339 | |
Acquisition and integration | | | 494 | | | — | | | — | | | — | |
Loss on extinguishment of debt | | | 2,415 | | | — | | | 1,362 | | | — | |
Adjusted EBITDA(2) | | $ | 56,057 | | $ | 27,104 | | $ | (10,819) | | $ | 14,763 | |
Adjusted EBITDA margin(2) | |
| 10.3 | % |
| 5.2 | % |
| (3.5) | % |
| 5.4 | % |
| | | | | | | | | | | | | |
| (1) | EBITDA is a non-GAAP measure that represents earnings before interest, taxes, depreciation and amortization. |
| (2) | Adjusted EBITDA is a non-GAAP measure that represents EBITDA adjusted for non-cash share-based compensation, ERP implementation, severance, process improvement initiatives, acquisition and integration and loss on extinguishment of debt. Adjusted EBITDA margin is a non-GAAP measure calculated by dividing Adjusted EBITDA by contract revenues. |
10
Orion Group Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(In Thousands)
(Unaudited)
| | Year Ended December 31, | ||||
| | 2025 | | 2024 | ||
Cash flows from operating activities |
| | |
| | |
Net income (loss) | | $ | 2,488 | | $ | (1,644) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | | | | | | |
Depreciation and amortization | |
| 13,680 | |
| 15,545 |
Amortization of ROU operating leases | |
| 8,259 | |
| 9,960 |
Amortization of ROU finance leases | |
| 8,582 | |
| 7,220 |
Write-off of debt issuance costs upon debt modification | |
| | |
| |
Loss on extinguishment of debt | | | 3,777 | | | — |
Amortization of deferred debt issuance costs | |
| 1,176 | |
| 2,015 |
Deferred income taxes | |
| 52 | |
| (27) |
Share-based compensation | |
| 5,450 | |
| 4,009 |
Gain on disposal of assets, net | |
| (2,468) | |
| (2,898) |
Allowance for credit losses | | | 2,906 | | | 194 |
Change in operating assets and liabilities: | | | | | | |
Accounts receivable | |
| (86,315) | |
| 1,892 |
Income tax receivable | |
| 227 | |
| 143 |
Inventory | |
| 787 | |
| (554) |
Prepaid expenses and other | |
| (3,724) | |
| 41 |
Contract assets | |
| 53,324 | |
| (2,885) |
Accounts payable | |
| 11,085 | |
| 16,018 |
Accrued liabilities | |
| 8,099 | |
| (10,920) |
Operating lease liabilities | |
| (7,272) | | | (8,662) |
Landlord lease inventive received | | | 6,530 | | | — |
Income tax payable | |
| (310) | |
| (63) |
Contract liabilities | |
| 1,733 | |
| (16,708) |
Net cash provided by operating activities | |
| 28,066 | |
| 12,676 |
Cash flows from investing activities: | | | | | | |
Proceeds from sale of property and equipment | |
| 25,159 | |
| 2,609 |
Purchase of property and equipment | |
| (38,862) | |
| (14,091) |
Net cash used in investing activities | |
| (13,703) | |
| (11,482) |
Cash flows from financing activities: | | | | | | |
Borrowings on credit facilities | |
| 185,468 | |
| 72,589 |
Payments on credit facilities | |
| (185,468) | |
| (73,067) |
Payments made on term loan | | | (23,000) | | | (15,000) |
Payment of make-whole on debt extinguishment | | | (1,056) | | | — |
Proceeds from deemed financing obligation | | | 4,456 | | | — |
Principal payments on deemed financing obligation | |
| (8,157) | |
| (5,855) |
Loan costs related to credit facilities | | | (1,643) | | | (393) |
Payments of finance lease liabilities | | | (10,409) | | | (8,929) |
Proceeds from issuance of common stock | | | — | | | 26,421 |
Employee stock plans, net activity | | | 415 | | | 418 |
Net cash used in financing activities | |
| (39,394) | |
| (3,816) |
Net change in cash, cash equivalents and restricted cash | |
| (25,031) | |
| (2,622) |
Cash, cash equivalents and restricted cash at beginning of period | |
| 28,316 | |
| 30,938 |
Cash, cash equivalents and restricted cash at end of period | | $ | 3,285 | | $ | 28,316 |
11
Orion Group Holdings, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(In Thousands, Except Share and Per Share Information)
| | December 31, | | December 31, | ||
| | 2025 | | 2024 | ||
| | (Unaudited) | | | | |
ASSETS |
| | |
| | |
Current assets: |
| | |
| | |
Cash and cash equivalents | | $ | 1,588 | | $ | 28,316 |
Restricted cash | | | 1,697 | |
| — |
Accounts receivable: | |
| | |
| |
Trade, net of allowance for credit losses of $3,461 and $555, respectively | |
| 175,695 | |
| 106,304 |
Retainage | |
| 49,194 | |
| 35,633 |
Income taxes receivable | |
| 256 | |
| 483 |
Other current | |
| 3,531 | |
| 3,127 |
Inventory | |
| 2,432 | |
| 1,974 |
Contract assets | |
| 31,083 | |
| 84,407 |
Prepaid expenses and other | |
| 12,686 | |
| 9,084 |
Total current assets | |
| 278,162 | |
| 269,328 |
Property and equipment, net of accumulated depreciation | |
| 88,210 | |
| 86,098 |
Operating lease right-of-use assets, net of accumulated amortization | |
| 20,397 | |
| 27,101 |
Financing lease right-of-use assets, net of accumulated amortization | |
| 18,360 | |
| 25,806 |
Inventory, non-current | |
| 6,395 | |
| 7,640 |
Deferred income tax asset | | | 17 | | | 17 |
Other non-current | |
| 3,111 | |
| 1,327 |
Total assets | | $ | 414,652 | | $ | 417,317 |
LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | |
| |
Current liabilities: | |
| | |
| |
Current debt, net of debt issuance costs | | $ | 1,789 | | $ | 426 |
Accounts payable: | |
| | |
| |
Trade | |
| 107,433 | |
| 97,139 |
Retainage | |
| 1,699 | |
| 1,310 |
Accrued liabilities | |
| 31,750 | |
| 26,294 |
Income taxes payable | |
| 197 | |
| 507 |
Contract liabilities | |
| 49,104 | |
| 47,371 |
Current portion of operating lease liabilities | |
| 4,418 | |
| 7,546 |
Current portion of financing lease liabilities | |
| 7,517 | |
| 10,580 |
Total current liabilities | |
| 203,907 | |
| 191,173 |
Long-term debt, net of debt issuance costs | |
| 6,085 | |
| 22,751 |
Operating lease liabilities | |
| 24,695 | |
| 20,837 |
Financing lease liabilities | |
| 5,878 | |
| 11,346 |
Other long-term liabilities | |
| 14,975 | |
| 20,503 |
Deferred income tax liability | |
| 80 | |
| 28 |
Total liabilities | |
| 255,620 | |
| 266,638 |
Stockholders’ equity: | |
| | |
| |
Preferred stock -- $0.01 par value, 10,000,000 authorized, none issued | |
| — | |
| — |
Common stock -- $0.01 par value, 50,000,000 authorized, 40,612,139 and 39,681,597 issued; 39,900,908 and 38,970,366 outstanding at December 31, 2025 and December 31, 2024, respectively | |
| 406 | |
| 397 |
Treasury stock, 711,231 shares, at cost, as of December 31, 2025 and December 31, 2024, respectively | |
| (6,540) | |
| (6,540) |
Additional paid-in capital | |
| 226,369 | |
| 220,513 |
Retained Loss | |
| (61,203) | |
| (63,691) |
Total stockholders’ equity | |
| 159,032 | |
| 150,679 |
Total liabilities and stockholders’ equity | | $ | 414,652 | | $ | 417,317 |
12
Orion Group Holdings, Inc. and Subsidiaries
Guidance – Adjusted EBITDA Reconciliation
(In Thousands)
(Unaudited)
| | Year Ending | ||||
| | December 31, 2026 | ||||
| | | Low Estimate | | | High Estimate |
Net income | | $ | 11,500 | | $ | 15,300 |
Income tax expense | |
| 400 | |
| 600 |
Interest expense, net | |
| 7,700 | |
| 7,700 |
Depreciation and amortization | |
| 25,400 | |
| 25,400 |
EBITDA(1) | |
| 45,000 | |
| 49,000 |
Non-cash share-based compensation | | | 7,200 | | | 7,200 |
ERP implementation | | | 1,800 | | | 1,800 |
Acquisition and integration costs(2) | | | — | | | — |
Adjusted EBITDA(3) | | $ | 54,000 | | $ | 58,000 |
| (1) | EBITDA is a non-GAAP measure that represents earnings before interest, taxes, depreciation and amortization. |
| (2) | Amounts related to acquisition and integration costs are not yet available because the purchase accounting for the acquisition is still in process. Accordingly, these amounts have not been included in this reconciliation and will be reflected in a future period once the purchase accounting is finalized. |
| (3) | Adjusted EBITDA is a non-GAAP measure that represents EBITDA adjusted for share-based compensation, ERP implementation, acquisition and integration and amortization of purchased intangibles. |
Orion Group Holdings, Inc. and Subsidiaries
Guidance – Adjusted EPS Reconciliation
(In Thousands except per share information)
(Unaudited)
| | Year Ending | ||||
| | December 31, 2026 | ||||
| | | Low Estimate | | | High Estimate |
Net income | | $ | 11,500 | | $ | 15,300 |
Adjusting items and the tax effects: | | | | | | |
Non-cash share-based compensation | | | 7,200 | | | 7,200 |
ERP implementation | | | 1,800 | | | 1,800 |
Acquisition and integration costs(1) | | | — | | | — |
Amortization of purchased intangibles(1) | | | — | | | — |
Tax rate of 23% applied to adjusting items(2) | |
| (2,100) | |
| (2,100) |
Reversal of the impact of valuation allowances | |
| (3,700) | |
| (5,000) |
Adjusted net income(3) | | $ | 14,700 | | $ | 17,200 |
Adjusted EPS(3) | | $ | 0.36 | | $ | 0.42 |
| (1) | Amounts related to acquisition and integration costs and amortization of purchased intangibles are not yet available because the purchase accounting for the acquisition is still in process. Accordingly, these amounts have not been included in this reconciliation and will be reflected in a future period once the purchase accounting is finalized. |
| (2) | Items are taxed discretely using the Company's blended tax rate. |
| (3) | Adjusted net income and Adjusted EPS are non-GAAP measures that represent net income adjusted for share-based compensation, ERP implementation, severance and process improvement initiatives. |
13
Orion Group Holdings, Inc. and Subsidiaries
Free Cash Flow Reconciliation
(In Thousands)
(Unaudited)
| | Year Ended December 31, | |
| | 2025 | |
Net cash provided by operating activities | | $ | 28,066 |
Cash flows from investing activities: | | | |
Proceeds from sale of property and equipment | |
| 25,159 |
Purchase of property and equipment | |
| (38,862) |
Free cash flow | | $ | 14,363 |
14