North American Construction Group Ltd. Files August 2025 6-K

Ticker: NOA · Form: 6-K · Filed: Aug 13, 2025 · CIK: 1368519

Sentiment: neutral

Topics: sec-filing, 6-k, corporate-update

TL;DR

NACG filed its August 6-K, reporting for Q2 2025. No major news, just a routine update.

AI Summary

North American Construction Group Ltd. filed a Form 6-K on August 13, 2025, reporting for the period ending June 30, 2025. The company, formerly known as North American Energy Partners Inc., is incorporated in Alberta and operates in the Oil, Gas Field Services sector. This filing is an update for the month of August 2025.

Why It Matters

This filing provides an update on the company's reporting status and corporate information, which is crucial for investors tracking its regulatory compliance and business activities.

Risk Assessment

Risk Level: low — This is a routine filing (6-K) that typically contains updates on corporate information and does not usually include significant financial or operational news.

Key Players & Entities

FAQ

What is the purpose of this Form 6-K filing?

This Form 6-K is a Report of Foreign Private Issuer filed pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934, for the month of August 2025.

What is the reporting period for this filing?

The conformed period of report is June 30, 2025.

When was this filing submitted to the SEC?

The filing was submitted on August 13, 2025.

What is the company's former name?

The company was formerly known as North American Energy Partners Inc. and NACG Holdings Inc.

What is the company's primary business sector?

The company's Standard Industrial Classification is OIL, GAS FIELD SERVICES, NBC [1389].

Filing Stats: 4,541 words · 18 min read · ~15 pages · Grade level 10.8 · Accepted 2025-08-13 17:04:17

Key Financial Figures

Filing Documents

Management's Discussion and Analysis for the three and six months ended June 30, 2025

Management's Discussion and Analysis for the three and six months ended June 30, 2025. Interim consolidated financial statements of North American Construction Group Ltd. for the three and six months ended June 30, 2025. 99.1 North American Construction Group Ltd. Announces Result s for the Second Quarter Ending June 30 , 2025.

SIGNATURES

SIGNATURES 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, thereunto duly authorized. NORTH AMERICAN CONSTRUCTION GROUP LTD. By s Jason Veenstra Name Jason Veenstra Title Chief Financial Officer Date August 13, 2025 Table of Contents Letter to Shareholders i

Management's Discussion and Analysis

Management's Discussion and Analysis Overall Performance M- 2 Financial Highlights M- 4 Liquidity and Capital Resources M- 12 Outlook M- 21 Accounting Estimates, Pronouncements, and Measures M- 21 Internal System and Processes M- 24 Legal and Labour Matters M- 25 Forward-Looking Information M- 25 Additional Information M- 27 Interim Consolidated Financial Statements Interim Consolidated Balance Sheets F- 1 Interim Consolidated Statements of Operations and Comprehensive Income F- 2 Interim Consolidated Statements of Changes in Shareholders' Equity F- 3 Interim Consolidated Statements of Cash Flows F- 4 Notes to Interim Consolidated Financial Statements F- 5 Letter to Shareholders Dear Fellow Shareholders, North American Construction Group delivered strong year-over-year revenue growth in the second quarter of 2025, reflecting sustained demand for our diversified services and the strength of our operations. Combined revenue increased significantly compared to Q2 last year, driven by notable contributions across our Australian and Canadian segments. This performance underscores the strategic value of our global scale and diversification, which are foundational to our long-term growth strategy. However, despite top line strength, our adjusted EBITDA and EPS for the quarter fell short of expectations, due to a distinct combination of operational headwinds. These short-term challenges impacted profitability as outlined below Australia encountered a constrained labour market for skilled trades, limiting maintenance capacity and increasing reliance on costlier subcontractors. A major oil sands site in Canada experienced an abrupt demand reduction in April, followed by a restart later in Q2. This disruption caused inefficiencies and elevated costs across both operational and overhead functions. Within our joint ventures, Nuna met expectations, with Fargo results below plan, due primarily to the financial resolution of a one

Management's Discussion and Analysis

Management's Discussion and Analysis For the three and six months ended June 30, 2025 August 13, 2025 The following Management's Discussion and Analysis (MDA) is as of August 13, 2025, and should be read in conjunction with the attached unaudited interim consolidated financial statements and notes that follow for the three and six months ended June 30, 2025, the audited consolidated financial statements and notes for the year ended December 31, 2024, and our annual MDA for the year ended December 31, 2024. All financial statements have been prepared in accordance with United States (US) generally accepted accounting principles (GAAP). Except where otherwise specifically indicated, all dollar amounts are expressed in Canadian dollars. The consolidated financial statements and additional information relating to our business, including our most recent Annual Information Form, are available on the Canadian Securities Administrators' SEDAR+ system at www.sedarplus.com , the US Securities and Exchange Commission's website at www.sec.gov and our Company website at www.nacg.ca . A non-GAAP financial measure is generally defined by securities regulatory authorities as one that purports to measure historical or future financial performance, financial position or cash flows, but excludes or includes amounts that would not be adjusted in the most comparable GAAP measures. Non-GAAP financial measures do not have standardized meanings under GAAP and therefore may not be comparable to similar measures presented by other issuers. In our MDA, we use non-GAAP financial measures such as adjusted EBIT, adjusted EBITDA, adjusted EBITDA margin, adjusted EPS, adjusted net earnings, backlog, capital additions, capital expenditures, net, capital inventory, capital work in progress, cash liquidity, cash provided by operating activities prior to change in working capital, cash related interest expense, combined backlog, combined gross profit, combined gross profit margin, equity investme

Management's Discussion and Analysis

Management's Discussion and Analysis June 30, 2025 M-1 North American Construction Group Ltd. OVERALL PERFORMANCE Interim MDA - Quarter 2 highlights (Expressed in thousands of Canadian Dollars, except per share amounts) Three months ended June 30, 2025 2024 Change Revenue $ 320,634 $ 276,314 $ 44,320 Total combined revenue (i) 370,628 329,723 40,905 Gross profit (ii) 35,830 50,359 (14,529) Gross profit margin (i)(ii) 11.2 % 18.2 % (7.0) % Combined gross profit (i)(ii) 39,777 63,279 (23,502) Combined gross profit margin (i)(ii)(iii) 10.7 % 19.2 % (8.5) % Operating income 22,789 39,395 (16,606) Adjusted EBITDA (i) 80,113 91,089 (10,976) Adjusted EBITDA margin (i)(iv) 21.6 % 27.6 % (6.0) % Net income (ii) 10,250 14,503 (4,253) Adjusted net earnings (i)(ii) 687 21,318 (20,631) Cash provided by operating activities (ii) 64,674 66,431 (1,757) Cash provided by operating activities prior to change in working capital (i)(ii) 63,886 78,001 (14,115) Free cash flow (i) (376) (10,549) 10,173 Purchase of PPE (ii) 74,660 80,359 (5,699) Sustaining capital additions (i)(ii) 68,173 69,661 (1,488) Growth capital additions (i) 24,463 19,943 4,520 Basic net income per share $ 0.35 $ 0.54 $ (0.19) Adjusted EPS (i) $ 0.02 $ 0.80 $ (0.78) (i) See Non-GAAP Financial Measures. (ii) The prior year amounts are adjusted to reflect a change in policy. See Accounting Estimates, Pronouncements and Measures. (iii) Combined gross profit margin is calculated using combined gross profit over total combined revenue. (iv) Adjusted EBITDA margin is calculated using adjusted EBITDA over total combined revenue. Revenue of $320.6 million represented a $44.3 million (or 16%) increase from 2024 Q2 as Heavy Equipment - Australia and Heavy Equipment - Canada were up 14% and 20%, respectively. Revenue within Heavy Equipment - Australia, which is primarily comprised of the MacKellar Group (MacKellar), increased $20.9 million quarter-over-quarter primari

Management's Discussion and Analysis

Management's Discussion and Analysis June 30, 2025 M-2 North American Construction Group Ltd. Adjusted EBITDA for the quarter was $80.1 million, a decrease of $11.0 million, or 12%, compared to $91.1 million in 2024 Q2. This decline occurred despite a 16% growth in revenue, as the impacts of higher subcontracted skilled labour in Australia and temporary site shutdowns in Canada, both considered abnormal disruptions, more than fully offset the top-line growth. An additional key driver of the reduced EBITDA was a $7.7 million cumulative catch-up reduction in equity earnings. This adjustment reflects a true-up to revenue following a revision in the Fargo overall project subsequent to the settlement of a claim. The adjusted EBITDA margin for the quarter was 21.6%, down from 27.6% in 2024 Q2. The year-over-year decline primarily reflects the operational inefficiencies caused by the weather-related disruptions and the site shutdown. In 2024 Q2, conditions were more typical and the margin of 27.6% serves as a reasonable benchmark, highlighting the approximate 6% margin variance accurately reflects the impact of current quarter challenges. The excessive rainfall in Australia that impacted Q1 margins continued into April of the current year, with the Carmichael mine again being the most affected in terms of efficiency. Consistent margin performance relies on uninterrupted use of the core heavy mining fleet. Weather-related or other disruptions not only limit revenue but also trigger maintenance activities that, while beneficial for long-term reliability, raise current-quarter costs. Rain days further pressure margins through added expenses like site cleanup, dewatering, and weather recovery efforts. Additional margin pressure resulted from a short-term overreliance on subcontractor support during the quarter, as sites and activities ramped up. Project management is actively addressing this by reducing external costs, shifting toward greater reliance on internal employe

Management's Discussion and Analysis

Management's Discussion and Analysis June 30, 2025 M-3 North American Construction Group Ltd. FINANCIAL HIGHLIGHTS Three and six months ended June 30, 2025, results Three months ended Six months ended June 30, June 30, (dollars in thousands, except per share amounts) 2025 2024 2025 2024 Revenue $ 320,634 $ 276,314 $ 661,467 $ 573,340 Cost of sales (i) 230,293 182,804 472,521 378,474 Depreciation (i) 54,511 43,151 115,225 91,013 Gross profit (i) $ 35,830 $ 50,359 $ 73,721 $ 103,853 Gross profit margin (i)(ii) 11.2 % 18.2 % 11.1 % 18.1 % General and administrative expenses (excluding stock-based compensation) (ii) 11,698 12,483 22,788 23,318 Stock-based compensation expense (benefit) 964 (1,859) (2,444) 1,749 Operating income (i) 22,789 39,395 53,371 77,875 Interest expense, net 14,123 14,339 27,639 29,936 Net income (i) 10,250 14,503 16,413 26,014 Comprehensive income (i) 9,691 15,834 16,332 26,652 Adjusted EBITDA (i)(ii) 80,113 91,089 180,045 188,475 Adjusted EBITDA margin (i)(ii)(iii) 21.6 % 27.6 % 23.6 % 27.9 % Per share information Basic net income per share $ 0.35 $ 0.54 $ 0.57 $ 0.97 Diluted net income per share $ 0.33 $ 0.48 $ 0.55 $ 0.88 Adjusted EPS (ii) $ 0.02 $ 0.80 $ 0.54 $ 1.58 (i) The prior year amounts are adjusted to reflect a change in policy. See Accounting Estimates, Pronouncements and Measures. (ii) See Non-GAAP Financial Measures. (iii) Adjusted EBITDA margin is calculated using adjusted EBITDA over total combined revenue. Reconciliation of total reported revenue to total combined revenue Three months ended Six months ended June 30, June 30, (dollars in thousands) 2025 2024 2025 2024 Revenue from wholly-owned entities per financial statements $ 320,634 $ 276,314 $ 661,467 $ 573,340 Share of revenue from investments in affiliates and joint ventures 121,843 112,377 257,740 238,215 Elimination of joint venture subcontract revenue (71,849) (58,968) (157,415) (136,119) Total combined revenue (i) $

Management's Discussion and Analysis

Management's Discussion and Analysis June 30, 2025 M-4 North American Construction Group Ltd. Reconciliation of net income to adjusted net earnings, adjusted EBIT, and adjusted EBITDA Three months ended Six months ended June 30, June 30, (dollars in thousands) 2025 2024 2025 2024 Net income (i) $ 10,250 $ 14,503 $ 16,413 $ 26,014 Adjustments Stock-based compensation expense (benefit) 964 (1,859) (2,444) 1,749 (Gain) loss on disposal of property, plant and equipment (110) 32 (1,084) 293 Change in fair value of contingent obligations from adjustments to estimates (17,485) 7,420 (18,802) 8,858 Loss on derivative financial instruments 750 273 7,662 273 Equity investment loss (gain) on derivative financial instruments 892 (984) 1,911 970 Equity investment restructuring costs — — — 4,517 Depreciation expense relating to early component failures — — 4,274 — Post-acquisition asset relocation and integration costs — — 1,640 — Write-down on assets held for sale — 4,181 — 4,181 Tax effect of the above items 5,426 (2,248) 5,726 (4,507) Adjusted net earnings (i)(ii) 687 21,318 15,296 42,348 Adjustments Tax effect of the above items (5,426) 2,248 (5,726) 4,507 Interest expense, net 14,123 14,339 27,639 29,936 Equity investment EBIT (ii) (5,057) 6,555 (1,747) 2,787 Equity loss (earnings) in affiliates and joint ventures 5,133 (6,629) 1,850 (5,117) Change in fair value of contingent obligations 4,247 4,143 8,594 8,098 Income tax expense (i) 5,771 5,346 10,015 9,813 Adjusted EBIT (i)(ii) 19,478 47,320 55,921 92,372 Adjustments Depreciation (i) 54,511 43,151 115,225 91,013 Amortization of intangible assets 489 308 1,090 618 Depreciation expense relating to early component failures — — (4,274) — Write-down on assets held for sale — (4,181) — (4,181) Equity investment depreciation and amortization (ii) 5,635 4,491 12,083 8,653 Adjusted EBITDA (i)(ii) $ 80,113 $ 91,089 $ 180,045 $ 188,475 Adjusted EBITDA margin (i)(ii)(iii) 21.6 % 27.6 % 23

Management's Discussion and Analysis

Management's Discussion and Analysis June 30, 2025 M-5 North American Construction Group Ltd. Analysis of three and six months ended June 30, 2025 results Revenue A breakdown of revenue by reportable segment is as follows Three months ended Six months ended June 30, June 30, 2025 2024 2025 2024 Heavy Equipment - Australia $ 168,103 $ 147,172 $ 325,841 $ 281,120 Heavy Equipment - Canada 147,374 122,817 325,474 281,088 Other 6,287 6,325 14,349 11,187 Eliminations (1,130) — (4,197) (55) $ 320,634 $ 276,314 $ 661,467 $ 573,340 A breakdown of revenue by source is as follows Three months ended Six months ended June 30, June 30, 2025 2024 2025 2024 Operations support services $ 285,420 $ 262,624 $ 599,680 $ 547,348 Construction services 25,591 242 41,215 1,522 Equipment and component sales 9,623 13,448 20,572 24,470 $ 320,634 $ 276,314 $ 661,467 $ 573,340 For the three months ended June 30, 2025, revenue was $320.6 million, up from $276.3 million in the same period last year, driven by strong global equipment utilization of 74%. The revenue generated by our Heavy Equipment - Australia segment of $168.1 million represents a $20.9 million increase over 2024 Q2. This increase is primarily the result of scope expansion on existing projects, in addition to the continued revenue contribution from a new project commenced late in 2024. The quarter-over-quarter increases in Heavy Equipment - Canada revenue is primarily driven by increased reclamation activities at Syncrude mines and the ramp-up of the Stream Diversion project at the Kearl site, partially offset by reduced overburden scope at the Millennium mine. For the six months ended June 30, 2025, revenue was $661.5 million, up from $573.3 million in the same period last year. This growth was driven by the same factors that influenced Q2. Gross p rofit and cost of sales A breakdown of gross profit and gross profit margin by reportable segment is as follows Three months ended Six months ended June

Management's Discussion and Analysis

Management's Discussion and Analysis June 30, 2025 M-6 North American Construction Group Ltd. For the three months ended June 30, 2025, gross profit was $35.8 million with an 11.2% gross profit margin, down from gross profit of $50.4 million with an 18.2% gross profit margin in the same period last year. Heavy Equipment - Australia recorded reduced gross profit margins, largely due to abnormally high rain in April of 2025 that reduced overall revenue levels below expectation and impacted cost efficiency. An abrupt, customer-mandated shutdown of Heavy Equipment – Canada projects affected current-quarter margins. Although work has resumed, the slowdown period was used to perform equipment repairs, supporting future performance but temporarily reducing current quarter margins. For the six months ended June 30, 2025, gross profit was $73.7 million with an 11.1% gross profit margin, down from gross profit of $103.9 million with an 18.1% gross profit margin in the same period last year. Year-to-date margins were affected by similar factors discussed in Q2, along with project ramp-up and mobilization efforts for new Heavy Equipment - Australia projects early in Q2 of the current year. Depreciation A breakdown of depreciation by reportable segment is as follows Three months ended Six months ended June 30, June 30, 2025 2024 2025 2024 Heavy Equipment - Australia (i) $ 21,584 $ 14,286 $ 41,177 $ 27,840 Heavy Equipment - Canada (i) 33,992 28,959 76,713 63,345 Eliminations (1,065) (94) (2,665) (172) $ 54,511 $ 43,151 $ 115,225 $ 91,013 (i) The prior year amounts are adjusted to reflect a change in policy. See Accounting Estimates, Pronouncements and Measures. For the three months ended June 30, 2025, depreciation was $54.5 million, or 17.0% of revenue, up from $43.2 million, or 15.6% of revenue, in the same period last year. The increase in depreciation as a percentage of revenue for the Heavy Equipment – Australia segment (12.8% in 2025 Q2 compared to 9.7%

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