What changed in this filing

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Item 1. Financial Statements

2025-04-30 compared with 2024-10-31 · 143 added, 389 removed, 390 unchanged (58% of the section changed)

4 unchanged sentences

(In Thousands, Except Share and Per Share Information)

September 30,

Current assets:

1 unchanged sentence

Accounts receivable:

Trade, net of allowance for credit losses of $ 716 and $ 361 , as of September 30, 2024 and December 31, 2023, respectively

Trade, net of allowance for credit losses of $ 787 and $ 555 , respectively

Income taxes receivable

28 unchanged sentences

Common stock -- $ 0.01 par value, 50,000,000 authorized, 40,255,806 and 39,681,597 issued;

38,898,885 and 32,548,780 outstanding at September 30, 2024 and December 31, 2023, respectively

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

39,544,575 and 38,970,366 outstanding at March 31, 2025 and December 31, 2024, respectively

Treasury stock, 711,231 shares, at cost, as of March 31, 2025 and December 31, 2024, respectively

Additional paid-in capital

7 unchanged sentences

(In Thousands, Except Share and Per Share Information)

Three months ended

Nine months ended

September 30,

Three months ended March 31,

Contract revenues

1 unchanged sentence

Selling, general and administrative expenses

Amortization of intangible assets

Gain on disposal of assets, net

4 unchanged sentences

Other expense, net

Income (loss) before income taxes

Loss before income taxes

Income tax expense (benefit)

Net income (loss)

Basic net income (loss) per share

Diluted net income (loss) per share

Shares used to compute net income (loss) per share:

Basic loss per share

Diluted loss per share

Shares used to compute loss per share:

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

3 unchanged sentences

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

Balance, December 31, 2023

Balance, January 1, 2025

Share-based compensation

1 unchanged sentence

Issuance of restricted stock

Employee share purchase plan issuance

Forfeiture of restricted stock

Balance, March 31, 2025

Balance, January 1, 2024

Share-based compensation

2 unchanged sentences

Forfeiture of restricted stock

Payments related to tax withholding for share-based compensation

Balance, June 30, 2024

Stock-based compensation

Issuance of restricted stock

Forfeiture of restricted stock

Payments related to tax withholding for share-based compensation

Issuance of common stock

Balance, September 30, 2024

Balance, December 31, 2022

Share-based compensation

Issuance of restricted stock

Forfeiture of restricted stock

Payments related to tax withholding for share-based compensation

Balance, March 31, 2024

Share-based compensation

Issuance of restricted stock

Forfeiture of restricted stock

Payments related to tax withholding for share-based compensation

Balance, June 30, 2023

Stock-based compensation

Issuance of restricted stock

Forfeiture of restricted stock

Payments related to tax withholding for stock-based compensation

Balance, September 30, 2023

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

3 unchanged sentences

(in Thousands)

Nine months ended September 30,

Three months ended March 31,

Cash flows from operating activities:

4 unchanged sentences

Amortization of ROU finance leases

Write-off of debt issuance costs upon debt modification

Amortization of deferred debt issuance costs

17 unchanged sentences

Purchase of property and equipment

Net cash (used in) provided by investing activities

Net cash used in investing activities

Cash flows from financing activities:

1 unchanged sentence

Payments made on borrowings on credit

Payments made on term loan

Proceeds from failed sale-leaseback arrangements

Payments made on failed sale-leaseback arrangements

Proceeds from sale-leaseback financing

Payments on failed sales-leasebacks

Loan costs from Credit Agreement and prior credit facility

Payments of finance lease liabilities

Proceeds from issuance of common stock

Payments related to tax withholding for share-based compensation

Proceeds from issuance of common stock under ESPP

Exercise of stock options

Net cash provided by financing activities

Net cash used in financing activities

Net change in cash, cash equivalents and restricted cash

1 unchanged sentence

Cash, cash equivalents and restricted cash at end of period

Supplemental disclosures of cash flow information:

Cash paid during the period for:

34 unchanged sentences

GAAP”) have been condensed or omitted.

For the periods presented, there were no items of other comprehensive income, and therefore comprehensive loss is equal to net loss.

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, 2024 (“2024 Form 10-K”) as well as Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations also included in its 2024 Form 10-K.

1 unchanged sentence

Such adjustments are of a normal recurring nature.

Interim results of operations for the three and nine months ended September 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.

Interim results of operations for the three months ended March 31, 2025 are not necessarily indicative of the results realizable for the year ending December 31, 2025.

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 the one year period following 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 ).

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.

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 and collect claims and unapproved change order revenue.

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.

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;

● Share-based compensation;

● Income taxes;

● 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.

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 September 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.

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 September 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 September 30, 2024 and December 31, 2023, the Company had recorded an allowance for credit losses of $ 0.7 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 September 30, 2024 totaled $ 36.5 million, of which $ 7.9 million is expected to be collected beyond September 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 September 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.

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.

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

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.

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 September 30, 2024 or December 31, 2023.

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 17 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.

Employee Stock Purchase Plan (“ESPP”) compensation fair value is determined using the Black Scholes Merton Option Pricing model, using a six-month expected term to conform with the six-month ESPP offering period.

Compensation expense is recognized only for share-based payments expected to vest.

See Note 14 for further discussion of the Company’s share-based compensation plan.

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.

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.

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 $ 2.7 million and $ 7.5 million at September 30, 2024 and December 31, 2023, respectively, reflected as a component of accrued liabilities in the consolidated balance sheet.

The Company’s significant accounting policies are detailed in "Note 2.

Summary of Significant Accounting Policies" of its 2024 Annual Report on Form 10-K.

Recent Accounting Pronouncements

2 unchanged sentences

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.

1 unchanged sentence

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 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.

This will not impact our financial position or results of operations, but is expected to result in expanded tax disclosures in the full year financial statements for the year ended December 31, 2025.

In January 2024, the FASB issued ASU No.

2024-03 , Income Statement—Reporting Comprehensive Income (Topic 220):

Expense Disaggregation Disclosures .

The amendments require entities to provide enhanced disaggregation of certain expense categories presented in the income statement, including details on significant components within those categories, to provide greater transparency and decision-useful information to users of financial statements.

The ASU is effective for fiscal years beginning after December 15, 2025, with early adoption permitted.

The Company is currently evaluating the impact that this guidance will have on the disclosures within its consolidated financial statements.

1 unchanged sentence

The following table represents a disaggregation of the Company’s contract revenues by service line for the marine and concrete segments:

Three months ended September 30,

Nine months ended September 30,

Three months ended March 31,

Marine Segment

22 unchanged sentences

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 September 30, 2024 and December 31, 2023, respectively:

September 30, 2024

The table below presents the concentrations of current receivables (trade and retainage) at March 31, 2025 and December 31, 2024, respectively:

March 31, 2025

December 31, 2024

6 unchanged sentences

Net receivables

At September 30, 2024, the United States Navy, which is included in the Federal Government category, accounted for 23.7 % 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 nine months ended September 30, 2024 and 2023, respectively:

Three months ended September 30,

Nine months ended September 30,

At March 31, 2025, the United States Navy, which is included in the Federal Government category, accounted for 21.8 % of total current receivables.

At December 31, 2024, the United States Navy, accounted for 11.1 % of total current receivables.

Additionally, the table below represents concentrations of contract revenue by type of customer for the three months ended March 31, 2025 and 2024, respectively:

Three months ended March 31,

Federal Government

3 unchanged sentences

Total contract revenues

For the three months ended September 30, 2024, the United States Navy, which is included in the Federal Government category, accounted for 25.2 % of total contract revenues and a customer in the Private Companies category accounted for 10.0 % of total contract revenues.

For the three months ended September 30, 2023, the United States Navy, which is included in the Federal Government category, accounted for 10.2 % of total contract revenues.

For the nine months ended September 30, 2024, the United States Navy, which is included in the Federal Government category, accounted for 26.0 % of total contract revenues.

For the nine months ended September 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.

For the three months ended March 31, 2025, the United States Navy, which is included in the Federal Government category, accounted for 17.7 % of total contract revenues.

For the three months ended March 31, 2024, the United States Navy, which is included in the Federal Government category, accounted for 23.7 % 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 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 $ 454.5 million.

For the fiscal year ended December 31, 2023 and the three months and nine months ended September 30, 2024, the Company’s revenue related to the joint venture subcontract was approximately $ 90.5 million, $ 57.2 million and $ 150.7 million, respectively.

For the three months ended March 31, 2025 and 2024, the Company’s revenue related to the joint venture subcontract was approximately $ 33.3 million and $ 38.0 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 10.1 % and 2.7 % of total revenues for the three months ended September 30, 2024 and 2023, respectively, and 8.4 % and 2.8 % for the nine months ended September 30, 2024 and 2023, respectively, and were primarily located in the Caribbean Basin.

Contract revenues generated outside the United States totaled 6.3 % and 6.0 % of total revenues for the three months ended March 31, 2025 and 2024, respectively, and were primarily located in the Caribbean Basin.

Contracts in Progress

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

September 30,

Contracts in progress are as follows at March 31, 2025 and December 31, 2024:

Costs incurred on uncompleted contracts

3 unchanged sentences

( 1,735,741 )

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

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

Contract assets

Contract liabilities

Included in contract assets is approximately $ 15.0 million and $ 13.0 million at September 30, 2024 and December 31, 2023, respectively, related to claims and unapproved change orders.

Included in contract assets is approximately $ 17.1 million and $ 19.8 million at March 31, 2025 and December 31, 2024, 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 September 30, 2024, the aggregate amount of the remaining performance obligations was approximately $ 690.5 million.

As of March 31, 2025, the aggregate amount of the remaining performance obligations was approximately $ 839.7 million.

Of this amount, the current expectation of the Company is that it will recognize $ 644.7 million, or 77 %, in the next 12 months and the remaining balance thereafter.

Property and Equipment

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

September 30,

The following is a summary of property and equipment at March 31, 2025 and December 31, 2024:

Automobiles and trucks

6 unchanged sentences

Construction in progress

For the three months ended September 30, 2024 and 2023, depreciation expense was $ 3.6 million and $ 4.5 million, respectively.

For the nine months ended September 30, 2024 and 2023, depreciation expense was $ 12.0 million and $ 13.5 million, respectively.

For the three months ended March 31, 2025 and 2024, depreciation expense was $ 3.2 million and $ 4.2 million, respectively.

Substantially all depreciation expense is included in the cost of contract revenue in the Company’s Condensed Consolidated Statements of Operations.

11 unchanged sentences

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 September 30, 2024 and December 31, 2023:

Fair Value Measurements

Carrying Value

September 30, 2024

March 31, 2025

Cash surrender value of life insurance policy

1 unchanged sentence

Cash surrender value of life insurance policy

Our concrete segment had life insurance policies with a combined face value of $ 11.1 million as of September 30, 2024.

Our concrete segment has life insurance policies with a combined face value of $ 11.1 million as of March 31, 2025.

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.

These assets are included in the "Other non-current" asset section in the Company’s Condensed Consolidated Balance Sheets.

Other Fair Value Measurements

The fair value of the Company’s debt at September 30, 2024 and December 31, 2023 approximated its carrying value of $ 31.9 million and $ 42.3 million, respectively, as interest is based on current market interest rates for debt with similar risk and maturity.

The fair value of the Company’s debt at March 31, 2025 and December 31, 2024 approximated its carrying value of $ 26.7 million and $ 26.8 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.

Accrued Liabilities

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

September 30, 2024

Accrued liabilities at March 31, 2025 and December 31, 2024 consisted of the following:

March 31, 2025

December 31, 2024

6 unchanged sentences

Total accrued liabilities

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.

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 and the Lenders party thereto.

This amendment, among other things, (i) replaced the minimum FCCR covenant with a minimum EBITDA covenant for the next four quarters, (ii) modified the minimum liquidity requirements through January 1, 2025, (iii) replaced 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 modified the timing and amounts of term loan prepayments.

Under the terms of Amendment No.

5, the Company was required to 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 is also required to 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.

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 quarterly weighted average interest rate for the Credit Agreement, as of September 30, 2024 was 11.87 %.

On May 15, 2023, the Company entered into a Credit Agreement (the “Credit Agreement”) with White Oak ABL, LLC and White Oak Commercial Finance, LLC, providing for a $ 65.0 million asset-based revolving credit facility (the “Revolver”) and a $ 38.0 million fixed asset term loan (the “Term Loan”).

The Credit Agreement, as subsequently amended, matures on May 15, 2028 and is secured by substantially all of the assets of the Company and its subsidiaries, including fixed assets and accounts receivable.

The Credit Agreement is used to finance working capital and general corporate purposes, capital expenditures, permitted acquisitions and associated transaction fees, and to refinance existing indebtedness.

Borrowings under the Revolver may be repaid and reborrowed, subject to the borrowing base and other conditions.

As amended, the Revolver and Term Loan bear interest at rates based on 30-day SOFR plus applicable margins, subject to a SOFR floor.

As of the date of this filing, the applicable margin is 4.25 % for the Revolver and 6.50 % for the Term Loan, with a 4.00 % SOFR floor .

The Credit Agreement contains customary affirmative and negative covenants, including limitations on indebtedness, liens, investments, asset sales, and dividends, as well as financial maintenance covenants.

The financial covenants, as amended, include a minimum Consolidated Fixed Charge Coverage Ratio and/or Consolidated EBITDA thresholds and a minimum liquidity requirement, each tested periodically.

The quarterly weighted average interest rate for the Credit Agreement, as of March 31, 2025 and March 31, 2024 was 11.25 % and 13.09 %, respectively.

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

September 30, 2024

March 31, 2025

December 31, 2024

1 unchanged sentence

Debt Issuance

Term loan - current

Total current debt

7 unchanged sentences

The Revolver termination date is the earlier of the Credit Agreement termination date, May 15, 2028, or the date the outstanding balance is permanently reduced to zero, in accordance with the terms of the Credit Agreement.

As of September 30, 2024, the Company had no borrowings under the Revolver.

The Company’s borrowing availability under the Revolver at September 30, 2024 was approximately $ 46.1 million.

During the nine months ended September 30, 2024, the Company had borrowings and repayments of $ 39.3 million on the Revolver.

As of March 31, 2025, the Company had no borrowings under the Revolver.

The Company’s borrowing availability under the Revolver at March 31, 2025 was approximately $ 40.7 million.

During the three months ended March 31, 2025, the Company had borrowings and repayments of $ 3.0 million on the Revolver.

Financial covenants

7 unchanged sentences

● 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 .

The Company shall not permit Liquidity (as defined in the Credit Agreement) to fall below $ 20.0 million (i) for more than three (3) consecutive Business Days (as defined in the Credit Agreement) nor (ii) as of the close of business on Friday of each week.

Under the Credit Agreement, the Company may not permit Liquidity (as defined in the Credit Agreement) to fall below $ 15.0 million (i) for more than three (3) consecutive Business Days (as defined in the Credit Agreement) nor (ii) as of the close of business on Friday of each week.

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;

3 unchanged sentences

and, events constituting a change of control.

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

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 September 30, 2024 and December 31, 2023, the carrying value of this debt was $ 1.5 million and $ 1.9 million, respectively.

The Company was in compliance with all financial covenants under the amended agreement as of March 31, 2025.

The Company has entered into debt agreements with Mobilease for the purpose of financing equipment purchased.

As of March 31, 2025 and December 31, 2024, the carrying value of this debt was $ 1.3 million and $ 1.4 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.

1 unchanged sentence

A portion of the operating lease above the fair value of the land was financed by the Company.

As of both September 30, 2024 and December 31, 2023, the carrying value of this debt was $ 2.4 million.

As of both March 31, 2025 and December 31, 2024, the carrying value of this debt was $ 2.4 million.

Other Long-Term Liabilities

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

September 30, 2024

Other long-term liabilities at March 31, 2025 and December 31, 2024 consisted of the following:

March 31, 2025

December 31, 2024

7 unchanged sentences

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.

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.

Pursuant to the terms of the Purchase and Sale Agreement, the Company sold its 17300 and 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 %.

4 unchanged sentences

Three months ended

Nine months ended

September 30,

Income tax expense (benefit)

Effective tax rate

The effective rate for the three and nine months ended September 30, 2024 differed from the Company’s statutory federal rate of 21 % primarily due to the tax impact from the valuation allowance for current year activity, state income taxes and the non-deductibility of other permanent items.

The effective rate for the three months ended March 31, 2025 differed from the Company’s statutory federal rate of 21 % primarily due to the tax impact from the valuation allowance for current year activity, state income taxes and the non-deductibility of other permanent items.

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 September 30, 2024, is based off actual year-to-date operations.

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 March 31, 2025, 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.

1 unchanged sentence

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 September 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 September 30, 2024 remains appropriate.

The Company reduced its previously unrecognized tax benefits by $ 1.6 million in the quarter ended September 30, 2024 due to a lapse in the statute of limitations.

The Company does not have any unrecognized tax benefits as of September 30, 2024.

For the period ended March 31, 2025 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 March 31, 2025 remains appropriate.

Earnings Per Share

1 unchanged sentence

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 September 30, 2024 and 2023, the Company had 187,235 and 240,241 securities, respectively, that were potentially dilutive in earnings per share calculations.

For the nine months ended September 30, 2024 and 2023, the Company had 196,744 and 256,128 securities, respectively, that were potentially dilutive in earnings per share calculations.

For the three months ended March 31, 2025 and 2024, the Company had 55,302 and 222,075 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 nine months ended September 30, 2024 and 2023.

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 months ended March 31, 2025 and 2024.

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 the three months ended September 30, 2023 and nine months ended September 30, 2024 and 2023;

The Company reported a net loss for the three months ended March 31, 2025 and March 31, 2024;

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

Nine months ended September 30,

September 30,

Three months ended March 31,

Weighted average shares outstanding

4 unchanged sentences

Total weighted average shares outstanding assuming dilution

Issuance of Common Stock

On September 12, 2024, the Company completed the sale of 5,589,000 shares of common stock, including 729,000 shares of common stock pursuant to an option granted to the underwriters, in an underwritten public offering.

The Company received net proceeds of approximately $ 26.5 million, after deducting underwriting discounts and other estimated offering expenses payable by the Company.

The net proceeds were used for working capital and for general corporate purposes, including repayment of borrowings under the Credit Agreement.

Share-Based Compensation

1 unchanged sentence

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.

The Company accounts for forfeitures of awards as they are incurred.

In May 2024 shareholders approved the ESPP, which became effective on September 16, 2024.

1 unchanged sentence

The ESPP provides a means by which eligible employees of the Company are given an opportunity to purchase shares of common stock at a discount as permitted under the Internal Revenue Code of 1986, as amended.

During the three and nine months ended September 30, 2024, there were no shares issued under the ESPP.

The Company has an outstanding liability pertaining to the ESPP of less than $ 0.1 million as of September 30, 2024, included in accrued expenses, for employee contributions to the ESPP, pending issuance at the end of the offering period.

In the three months ended September 30, 2024 and 2023, compensation expense related to share-based awards outstanding was $ 1.0 million and $ 0.4 million, respectively.

In the nine months ended September 30, 2024 and 2023, compensation expense related to share-based awards outstanding was $ 2.9 million and $ 1.8 million, respectively.

In the three months ended September 30, 2024 and 2023, payments related to tax withholding for

share-based compensation for certain officers of the Company were $ 0.4 million and $ 0.3 million, respectively.

In the nine months ended September 30, 2024 and 2023, payments related to tax withholding for share-based compensation for certain officers of the Company were $ 0.4 million and $ 0.5 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.

During the three months ended March 31, 2025, there were 71,133 shares issued under the ESPP generating proceeds to the Company of $ 0.3 million.

The Company has an outstanding liability

pertaining to the ESPP of less than $ 0.1 million as of March 31, 2025, included in accrued expenses, for employee contributions to the ESPP, pending issuance at the end of the offering period.

The table below presents the share-based compensation expense included in the Company’s accompanying condensed consolidated statements of operations:

Three months ended March 31,

Restricted stock awards

Performance stock units

Employee share purchase plan

Total share-based compensation expense

Under its approved long-term incentive plan, the Company grants share-based awards to its employees.

The following table presents a summary of the Company’s unvested restricted stock awards and performance share units granted under the plan:

Restricted stock awards

Performance stock units

Nonvested at December 31, 2024

Forfeited shares

Nonvested at March 31, 2025

(1) A maximum of 1.6 million common shares could be awarded based upon the Company’s achievement of set performance-metrics.

On March 20, 2025, the Company granted certain executives a total of 293,073 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 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 absolute adjusted EBITDA target, 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.

On August 5, 2024, an employee of the Company was awarded a total of 1,652 shares of restricted common stock with a vesting period of three years and a fair value of $ 6.78 per share.

In the three months ended September 30, 2024, there were no options exercised.

In the nine months ended September 30, 2024, there were 56,568 options exercised generating proceeds to the Company of $ 0.4 million.

In the three and nine months ended September 30, 2023, there were no options exercised.

At September 30, 2024, total unrecognized compensation expense related to unvested stock was approximately $ 8.1 million, which is expected to be recognized over a period of approximately 2.3 years.

The fair value of the grants awarded related to the adjusted EBITDA target was $ 5.89 per share and the fair value of the grants awarded related to the relative total shareholder return was $ 8.45 valued using a Monte Carlo simulation model.

The following table presents the assumptions related to the performance share units granted in 2025 related to the relative total shareholder return, as indicated in the previous summary table:

Grant-date fair value

Risk-free interest rate

Volatility factor

Contractual term (years)

In the three months ended March 31, 2025, there were 15,000 options exercised generating proceeds to the Company of $ 0.1 million.

In the three months ended March 31, 2024, there were 46,322 options exercised generating proceeds to the Company of $ 0.3 million.

The following table presents a summary of the unrecognized compensation cost, and the related weighted average recognition period associated with unvested awards and units as of March 31, 2025:

Restricted stock awards

Performance stock units

Unrecognized compensation cost

Weighted average period for recognition (years)

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.

The Company is involved in various legal and other proceedings that are incidental to the conduct of its business, none of which in the opinion of management will have a material effect on the Company’s financial condition, results of operations or cash flows.

Management believes that it has recorded adequate accrued liabilities and believes that it has adequate insurance coverage or has meritorious defenses for these claims and contingencies.

5 unchanged sentences

Segment information for the periods presented is provided as follows:

Three months ended

Nine months ended

September 30,

Three months ended March 31,

(dollar amounts in thousands)

Contract revenues

Cost of contract revenues

Selling, general and administrative expenses

Gain on disposal of assets, net

Operating income (loss)

Depreciation and amortization expense

Property and equipment, net

Depreciation and amortization

Capital expenditures

Contract revenues

Operating income (loss)

Depreciation and amortization expense

Cost of contract revenues

Selling, general and administrative expenses

Gain on disposal of assets, net

Operating (loss) income

Property and equipment, net

There was $ 0.1 million in intersegment revenues between the Company’s two reportable segments for both the three months ended September 30, 2024 and 2023.

There were $ 1.8 million and $ 0.1 million in intersegment revenues between the Company’s two reportable segments for the nine months ended September 30, 2024 and 2023, respectively.

The marine segment had foreign revenues of $ 22.8 million and $ 4.5 million for the three months ended September 30, 2024 and 2023, respectively.

The marine segment has foreign revenues of $ 48.8 million and $ 14.5 million for the nine months ended September 30, 2024 and 2023, respectively.

Depreciation and amortization

Capital expenditures

There were $ 1.0 million and $ 0.6 million in intersegment revenues between the Company’s two reportable segments for the three months ended March 31, 2025 and 2024, respectively.

The marine segment had foreign revenues of $ 11.9 million and $ 9.6 million for the three months ended March 31, 2025 and 2024 respectively.

These revenues are derived from projects in the Caribbean Basin and are paid primarily in U.S.

2 unchanged sentences

Leases recorded on the balance sheet consists of the following:

September 30,

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

3 unchanged sentences

Total liabilities

(1) Operating lease right-of-use assets are recorded net of accumulated amortization of $ 23.1 million and $ 15.6 million as of September 30, 2024 and December 31, 2023, respectively.

(2) Financing lease right-of-use assets are recorded net of accumulated amortization of $ 15.8 million and $ 10.2 million as of September 30, 2024 and December 31, 2023, respectively.

(1) Operating lease right-of-use assets are recorded net of accumulated amortization of $ 28.0 million and $ 25.6 million as of March 31, 2025 and December 31, 2024, respectively.

(2) Financing lease right-of-use assets are recorded net of accumulated amortization of $ 19.1 million and $ 17.0 million as of March 31, 2025 and December 31, 2024, respectively.

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

September 30,

Weighted Average Remaining Lease Term (in years)

5 unchanged sentences

The components of lease expense are as follows:

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Operating lease costs:

7 unchanged sentences

Supplemental cash flow information related to leases is as follows:

Nine Months Ended September 30,

Three Months Ended March 31,

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

9 unchanged sentences

Year ending December 31,

2024 (excluding the nine months ended September 30, 2024)

2025 (excluding the three months ended March 31, 2025)

Total future minimum lease payments

6 unchanged sentences

The Company’s portion of work as a dedicated subcontractor totals $ 454.5 million.

For the three months ended September 30, 2024 and 2023, the Company’s revenue related to the joint venture subcontract was

approximately $ 57.2 million and $ 17.3 million, respectively.

For the nine months ended September 30, 2024 and 2023, the Company’s revenue related to the joint venture subcontract was approximately $ 150.7 million and $ 42.8 million, respectively.

For the three months ended

March 31, 2025 and 2024, the Company’s revenue related to the joint venture subcontract was approximately $ 33.3 million and $ 38.0 million, respectively.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements