What changed in this filing

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Item 1. Financial Statements

2025-10-29 compared with 2025-07-30 · 168 added, 125 removed, 384 unchanged (43% of the section changed)

2 unchanged sentences

and Subsidiaries

Condensed Consolidated Balance Sheets

Condensed Consolidated Balance Sheet s

(In Thousands, Except Share and Per Share Information)

September 30,

Current assets:

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Common stock -- $ 0.01 par value, 50,000,000 authorized, 40,601,098 and 39,681,597 issued;

39,735,245 and 38,970,366 outstanding at June 30, 2025 and December 31, 2024, respectively

Treasury stock, 711,231 shares, at cost, as of June 30, 2025 and December 31, 2024, respectively

39,889,867 and 38,970,366 outstanding at September 30, 2025 and December 31, 2024, respectively

Treasury stock, 711,231 shares, at cost, as of September 30, 2025 and December 31, 2024, respectively

Additional paid-in capital

7 unchanged sentences

(In Thousands, Except Share and Per Share Information)

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended

Nine Months Ended

September 30,

Contract revenues

2 unchanged sentences

Gain on disposal of assets, net

Operating income (loss)

Operating income

Other (expense) income:

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Income (loss) before income taxes

Income tax (benefit) expense

Income tax expense

Net income (loss)

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Balance, June 30, 2025

Share-based compensation

Exercise of stock options

Issuance of restricted stock

Employee share purchase plan issuance

Forfeiture of restricted stock

Payments related to tax withholding for share-based compensation

Balance, September 30, 2025

Balance, January 1, 2024

10 unchanged sentences

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

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

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(in Thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash flows from operating activities:

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

Net income (loss)

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Operating activities:

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Contract liabilities

Net cash used in operating activities

Net cash provided by (used in) operating activities

Cash flows from investing activities:

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Payments on Credit Facility

Payments made on term loan

Proceeds from failed sales-leasebacks

Payments on failed sale-leasebacks

1 unchanged sentence

Payments of finance lease liabilities

Proceeds from issuance of common stock

Proceeds from issuance of common stock under ESPP

1 unchanged sentence

Exercise of stock options

Net cash (used in) provided by financing activities

Net cash used in financing activities

Net change in cash, cash equivalents and restricted cash

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Taxes, net of refunds

Noncash investing activity:

Purchase of property and equipment in accounts payable

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

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and its subsidiaries (hereafter collectively referred to as the “Company”), is a leading specialty construction company serving the infrastructure, industrial, and building sectors, providing services both on and off the water in the continental United States, Alaska, Hawaii, Canada and the Caribbean Basin through our marine and concrete segments.

We are headquartered in Houston, Texas with regional offices throughout our operating areas.

We are headquartered in Houston, Texas.

Basis of Presentation

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Such adjustments are of a normal recurring nature.

Interim results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of the results realizable for the year ending December 31, 2025.

Interim results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results realizable for the year ending December 31, 2025.

Recent Accounting Pronouncements

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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.

Adoption of this standard 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 November 2024, the FASB issued ASU No.

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

of financial statements.

The ASU is effective for fiscal years beginning after December 15, 2026, with early adoption permitted.

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

In July 2025, the FASB issued ASU No.

2025-05, Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets .

The amendments introduce a practical expedient that allows entities to assume current conditions as of the balance sheet date remain unchanged over the remaining life of current accounts receivable and current contract assets arising from transactions within the scope of ASC 606.

The ASU is effective for fiscal years beginning after December 15, 2025, including interim periods within those fiscal years, with early adoption permitted.

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

however, adoption is not expected to have a material impact on the Company’s financial position or results of operations.

Contract revenues are recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

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

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended

Nine Months Ended

September 30,

Marine Segment

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The Company’s contracts are often estimated and bid as one project and performance is evaluated as one project, not by individual services performed by each.

Additionally, the table below represents contract revenue by type of customer for the three and six months ended June 30, 2025 and 2024, respectively:

Three Months Ended June 30,

Six Months Ended June 30,

Additionally, the table below represents contract revenue by type of customer for the three and nine months ended September 30, 2025 and 2024, respectively:

Three Months Ended

Nine Months Ended

September 30,

Federal Government

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The Company’s portion of work as a dedicated subcontractor totals $ 461.3 million.

For the three months ended June 30, 2025 and 2024, the United States Navy, included in the Federal Government category, accounted for 16.4 % and 28.9 % of total contract revenues, respectively.

For the six months ended June 30, 2025 and 2024, the United States Navy, included in the Federal Government category, accounted for 16.9 % and 26.5 % of total contract revenues, respectively.

For the three months ended June 30, 2025 and 2024, the Company’s revenue related to the joint venture subcontract was approximately $ 33.3 million and $ 55.5 million, respectively.

For the six months ended June 30, 2025 and 2024, the Company’s revenue related to the joint venture subcontract was approximately $ 66.6 million and $ 93.5 million, respectively.

For the three months ended September 30, 2025 and 2024, the United States Navy, included in the Federal Government category, accounted for 15 % and 25 % of total contract revenues, respectively.

For the three months ended September 30, 2024, a customer in the Private Companies category accounted for 10% of total contract revenues.

For the nine months ended September 30, 2025 and 2024, the United States Navy, included in the Federal Government category, accounted for 16 % and 26 % of total contract revenues, respectively.

For the three months ended September 30, 2025 and 2024, the Company’s revenue related to the joint venture subcontract was approximately $ 33.7 million and $ 57.2 million, respectively.

For the nine months ended September 30, 2025 and 2024, the Company’s revenue related to the joint venture subcontract was approximately $ 100.4 million and $ 150.7 million, respectively.

The Company does not believe that the loss of any one of its customers would have a material adverse effect on the Company or its subsidiaries and affiliates since no single specific customer sustains such a large portion of receivables or contract revenue over time.

Contract revenues generated outside the United States totaled 5.6 % and 8.6 % of total revenues for the three months ended June 30, 2025 and 2024, respectively, and 5.9 % and 7.4 % for the six months ended June 30, 2025 and 2024, respectively, and were primarily located in the Caribbean Basin.

Contract revenues generated outside the United States totaled 4 % and 10 % of total revenues for the three months ended September 30, 2025 and 2024, respectively, and 5 % and 8 % for the nine months ended September 30, 2025 and 2024, respectively, and were primarily located in the Caribbean Basin.

Concentration of Risk and Enterprise-Wide Disclosures

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Balances billed to customers but not paid pursuant to retainage provisions generally become payable upon contract completion and acceptance by the owner.

The table below presents the concentrations of current receivables (trade and retainage) at June 30, 2025 and December 31, 2024, respectively:

June 30, 2025

The table below presents the concentrations of current receivables (trade and retainage) at September 30, 2025 and December 31, 2024, respectively:

September 30, 2025

December 31, 2024

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Net receivables

At June 30, 2025, the United States Navy, which is included in the Federal Government category, accounted for 25.8 % of total current receivables.

At September 30, 2025, the United States Navy, which is included in the Federal Government category, accounted for 25 % of total current receivables.

At December 31, 2024, the United States Navy, accounted for 11 % of total current receivables.

Contracts in Progress

Contracts in progress are as follows at June 30, 2025 and December 31, 2024:

Contracts in progress are as follows at September 30, 2025 and December 31, 2024:

September 30,

Costs incurred on uncompleted contracts

Estimated earnings

Costs and estimated earnings on uncompleted contracts

Billings to date

1 unchanged sentence

( 1,735,741 )

Net contracts in progress

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

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Contract liabilities

Included in contract assets is approximately $ 5.0 million and $ 19.8 million at June 30, 2025 and December 31, 2024, respectively, related to claims and unapproved change orders.

Net contracts in progress

Included in contract net assets (liabilities) is approximately $ 5.2 million and $ 19.8 million at September 30, 2025 and December 31, 2024, respectively, related to claims and unapproved change orders.

Remaining performance obligations represent the transaction price of firm orders or other written contractual commitments from customers for which work has not been performed or is partially completed and excludes unexercised contract options and potential orders.

As of June 30, 2025, the aggregate amount of the remaining performance obligations was approximately $ 745.7 million.

Of this amount, the current expectation of the Company is that it will recognize $ 618.3 million, or 83 %, in the next 12 months and the remaining balance thereafter.

As of September 30, 2025, the aggregate amount of the remaining performance obligations was approximately $ 679 million.

Of this amount, the current expectation of

the Company is that it will recognize $ 547 million, or 81 %, in the next 12 months and the remaining balance thereafter.

Property and Equipment

The following is a summary of property and equipment at June 30, 2025 and December 31, 2024:

The following is a summary of property and equipment at September 30, 2025 and December 31, 2024:

September 30,

Construction equipment

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Office equipment

Gross book value of depreciable assets

Accumulated depreciation

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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.

Our concrete segment has life insurance policies with a combined face value of $ 11.1 million as of June 30, 2025.

Our concrete segment has life insurance policies with a combined face value of $ 11.1 million as of September 30, 2025.

These policies are invested in mutual funds and the fair value measurement of the cash surrender balance associated with these policies is determined using Level 2 inputs within the fair value hierarchy and will vary with investment performance.

The fair value of the cash surrender value of these policies at June 30, 2025 and December 31, 2024 was $ 1.3 million and $ 1.2 million, respectively.

The fair value of the cash surrender value of these policies at September 30, 2025 and December 31, 2024 was $ 1.3 million and $ 1.2 million, respectively.

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 June 30, 2025 and December 31, 2024 approximated its carrying value of $ 36.6 million and $ 26.8 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 September 30, 2025 and December 31, 2024 approximated its carrying value of $ 26.5 million and $ 26.8 million, respectively, as interest is based on current market interest rates for debt with similar risk and maturity.

Accrued Liabilities

Accrued liabilities at June 30, 2025 and December 31, 2024 consisted of the following:

June 30, 2025

Accrued liabilities at September 30, 2025 and December 31, 2024 consisted of the following:

September 30, 2025

December 31, 2024

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Total accrued liabilities

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 million asset-based revolving credit facility (the “Revolver”) and a $ 38 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 Company has a maximum borrowing capacity under the Revolver of $ 65 million and a letter of credit sublimit that is equal to the lesser of $ 5 million and the aggregate unused amount of the revolving commitments then in effect.

The Company is subject to a commitment fee for the unused portion of the maximum borrowing availability under the Revolver.

As of September 30, 2025, the Company had no borrowings under the Revolver.

The Company’s borrowing availability under the Revolver at September 30, 2025 was approximately $ 41.2 million.

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

June 30, 2025

September 30, 2025

December 31, 2024

Debt Issuance

Total current debt

deferred debt issuance costs (1)

Total long-term debt

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

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 Company has a maximum borrowing capacity under the Revolver of $ 65.0 million.

There is a letter of credit sublimit that is equal to the lesser of $ 5.0 million and the aggregate unused amount of the revolving commitments then in effect.

The Company is subject to a commitment fee for the unused portion of the maximum borrowing availability under the Revolver.

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

As of June 30, 2025, the Company had $ 10.0 million in borrowings under the Revolver.

The Company’s borrowing availability under the Revolver at June 30, 2025 was approximately $ 21.9 million.

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.

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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 June 30, 2025, the applicable margin is 4.25 % for the Revolver and 6.50 % for the Term Loan, with a 4.00 % SOFR floor .

The quarterly weighted average interest rate for the Credit Agreement, as of June 30, 2025 and 2024 was 10.46 % and 12.07 %, respectively.

As of September 30, 2025, the applicable margin is 4.50 % for the Revolver and 6.50 % for the Term Loan, with a 4.39 % SOFR floor .

The quarterly weighted average interest rate for the Credit Agreement, as of September 30, 2025 and 2024 was 10.53 % and 11.87 %, respectively.

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.

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Restrictive financial covenants under the amended Credit Agreement include:

● A Consolidated Fixed Charge Coverage Ratio to not be less than the following during each noted period:

- Trailing Four Quarter Test Period Ending September 30, 2025 and each Fiscal Quarter thereafter, to not be less than 1.00 to 1.00.

● A Revolver Loan Turnover Ratio to not be less than the following during each noted period:

- Fiscal Quarter Ending June 30, 2023 and each Fiscal Quarter thereafter, to not be less than 2.50 to 1.00.

● A Term Loan Loan-to-Value Ratio to not be greater than the following during each noted period:

- Fiscal Quarter Ending June 30, 2023 and each Fiscal Quarter thereafter, to not be more than 60 % .

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

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

● A Consolidated Fixed Charge Coverage Ratio not to be less than 1 :00 to 1:00 for each trailing four quarter period.

● A Revolver Loan Turnover Ratio not to be less than 2.5 to 1.0 for each fiscal quarter.

● A Term Loan Loan-to-Value Ratio not to be greater than 60 % for each fiscal quarter.

Under the Credit Agreement, the Company may not permit Liquidity (as defined in the Credit Agreement) to fall below $ 15 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.

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and, events constituting a change of control.

The Company was in compliance with all financial covenants under the Credit Agreement as of June 30, 2025.

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

As of June 30, 2025 and December 31, 2024, the carrying value of this debt was $ 1.2 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.

On June 23, 2023, the Company closed on a land-sale leaseback contract for the Company’s Port Lavaca South Yard property located in Port Lavaca, Texas for a purchase price of $ 12.0 million.

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

As of both June 30, 2025 and December 31, 2024, the carrying value of this debt was $ 2.4 million.

The Company was in compliance with all financial covenants under the Credit Agreement as of September 30, 2025.

Other Long-Term Liabilities

Other long-term liabilities at June 30, 2025 and December 31, 2024 consisted of the following:

June 30, 2025

Other long-term liabilities at September 30, 2025 and December 31, 2024 consisted of the following:

September 30, 2025

December 31, 2024

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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 and 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 certain properties for a purchase price of $ 19.1 million.

Concurrent with the sale of the property, the Company entered into a fifteen-year lease agreement whereby the Company leased back the property at an annual rental rate of approximately $ 1.5 million, subject to annual rent increases of 2.0 %.

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For interim financial reporting, the Company estimates its annual tax rate based on projected taxable income for the full year and records a quarterly tax provision in accordance with the anticipated annual rate.

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

Income tax expense included in the Company’s accompanying Condensed Consolidated Statements of Operations was as follows:

Three Months Ended

Six Months Ended

Income tax (benefit) expense

Nine Months Ended

September 30,

Income tax expense

Effective tax rate

The effective rate for the three and six months ended June 30, 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 effective rate for the three and nine months ended September 30, 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 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.

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The Company considers the scheduled reversal of deferred tax liabilities, available carryback periods, and tax-planning strategies in making this assessment.

For the three and six months ended June 30, 2025 the Company evaluated positive and negative evidence in determining the amount of deferred tax assets more likely than not to be realized.

Based on the review of available evidence, management believes that a valuation allowance on the net deferred tax assets at June 30, 2025 remains appropriate.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S.

The OBBBA includes provisions, that may impact our tax rate such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions.

The Company is currently assessing the potential impact on its consolidated financial statements.

For the three and nine months ended September 30, 2025 the Company evaluated positive and negative evidence in determining the amount of deferred tax assets more likely than not to be realized.

Based on the review of available evidence, management believes that a valuation allowance on the net deferred tax assets at September 30, 2025 remains appropriate.

The company completed its analysis of the One Big Beautiful Bill Act (“OBBBA”) enacted on July 4th and determined there are no material impacts to the Company.

Earnings Per Share

Basic earnings per share is based on the weighted average number of common shares outstanding during each period.

Diluted earnings per share is based on the weighted average number of common shares outstanding as well as the effect of all dilutive common stock equivalents during each period net income is generated.

For the three months ended June 30, 2025 and 2024, the Company had 48,940 and 181,025 shares, respectively, that were potentially dilutive in earnings per share calculations.

For the six months ended June 30, 2025 and 2024, the Company had 52,103 and 201,550 shares, respectively, that were potentially dilutive in earnings per share calculations.

Such dilution is dependent on the excess of the market price of our stock over the exercise price and other components of the treasury stock method.

The exercise price for certain stock options awarded by the Company exceeded the average market price of the Company’s common stock for the three and six months ended June 30, 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 June 30, 2024 and the six months ended June 30, 2025 and 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 June 30,

Six Months Ended June 30,

Weighted average shares outstanding

Three Months Ended

Nine Months Ended

September 30,

Total basic weighted average shares outstanding

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Employee stock purchase plan

Total weighted average shares outstanding assuming dilution

Total diluted weighted average shares outstanding

For the three months ended September 30, 2025 and 2024, the Company had 45,325 and 187,235 shares, respectively, that were potentially dilutive in earnings per share calculations.

For the nine months ended September 30, 2025 and 2024, the Company had 49,819 and 196,744 shares, respectively, that were potentially dilutive in earnings per share calculations.

Such dilution is dependent on the excess of the market price of the Company’s common stock over the exercise price and other components of the treasury stock method.

The 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, 2025 and 2024.

Such stock options are anti-dilutive and are not included in the computation of diluted earnings per share for those periods.

The Company reported a net loss for the nine months ended September 30, 2024;

therefore, all potentially dilutive securities are antidilutive and are excluded from the computation of diluted loss per share for that period.

Share-Based Compensation

The Compensation Committee of the Company’s Board of Directors is responsible for the administration of the Company’s stock incentive plans.

In general, the Company’s 2022 LTIP provides for grants of restricted stock and performance-based awards to be issued with a per-share price not less than the fair market value of a share of common stock on the date of grant.

In general, the Company’s Long-Term Incentive Plan (“ 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.

In May 2024 shareholders approved the Employee Stock Purchase Plan (“ESPP”), which became effective on September 16, 2024.

The Company has reserved a total of 1,000,000 shares under the ESPP, all of which are authorized and available for future issuance under the ESPP.

During the six months ended June 30, 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 $ 0.3 million as of June 30, 2025, included in accrued expenses, for employee contributions to the ESPP, pending issuance at the end of the offering period.

During the three and nine months ended September 30, 2025, there were 82,873 and 154,006 shares, respectively, issued under the ESPP.

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

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended

Nine Months Ended

September 30,

Restricted stock awards

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Nonvested at June 30, 2025

Forfeited shares

Nonvested at September 30, 2025

(1) A maximum of 1.2 million common shares could be awarded based upon the Company’s achievement of set performance-metrics.

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Contractual term (years)

In the six months ended June 30, 2025, there were 15,000 options exercised generating proceeds to the Company of $ 0.1 million.

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

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

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 June 30, 2025:

In the nine months ended September 30, 2025, there were 15,000 options exercised generating proceeds to the Company of $ 0.1 million.

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.

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 September 30, 2025:

Restricted stock awards

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Commitments and Contingencies

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.

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

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

In October 2025, the Company received a sales tax assessment of $ 15 million from the State of Texas covering multiple periods.

The Company believes it has meritorious defenses and based on current facts and circumstances does not believe a loss is probable.

Segment Information

The Company has determined that it has two reportable segments pursuant to ASC Topic 280, Segment Reporting:

The tools used by the chief operating decision maker (“CODM”) to allocate resources and assess performance are based on two reportable and operating segments:

marine and concrete, which operate under the Orion brand and logo.

In making this determination, the Company considered the similar economic characteristics of each segment’s operations, including internal processes, customer base, regulatory oversight, and macroeconomic factors that drive each.

Both the marine and concrete segments have a single individual responsible for managing the entire segment.

Resources are allocated by segment and financial and budgetary information is compiled and reviewed by segment.

marine and concrete, both operating under the Orion brand and logo.

The Chief Operating Decision Maker (CODM), identified as the Chief Executive Officer, allocates resources and assesses performance based on these two reportable and operating segments.

In making this determination, management considered both quantitative and qualitative factors under ASC 280-10-50-11, including similarities in products and services, production processes, customer types, distribution methods, and regulatory environments.

Although the segments share certain macroeconomic drivers, they are managed separately and have distinct operating results reviewed by the CODM for purposes of resource allocation and performance evaluation.

Each segment has a designated management team responsible for day-to-day operations, and discrete

financial information is produced and evaluated at the segment level.

Segment operating income (loss) is the primary performance measure used by the CODM in assessing performance of the segments.

Segment operating income (loss) represents revenues, less direct costs of contract revenues, selling, general, and administrative expenses, and gains or losses on the disposal of assets.

The CODM reviews segment results inclusive of all expenses directly attributable to the respective segments.

Interest expense, income taxes, and other non-operating items are not allocated to the segments.

The total of the segment operating income (loss) measures equals the Company’s consolidated operating income (loss);

therefore, no reconciling items are required between total segment operating income and consolidated operating income.

Marine Segment

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Construction services include construction, restoration, maintenance, dredging and repair of marine transportation facilities, marine pipelines, bridges and causeways and marine environmental structures.

Dredging services generally enhance or preserve the navigability of waterways or the protection of shorelines through the removal or replenishment of soil, sand or rock.

Dredging services generally enhance or preserve

the navigability of waterways or the protection of shorelines through the removal or replenishment of soil, sand or rock.

Specialty services include design, salvage, demolition, surveying, towing, diving and underwater inspection, excavation and repair.

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Segment information for the periods presented is provided as follows:

Three Months Ended June 30,

Six Months Ended June 30,

(dollar amounts in thousands)

Three Months Ended

Nine Months Ended

September 30,

Contract revenues

14 unchanged sentences

Capital expenditures

There were $ 0.6 million and $ 1.1 million in intersegment revenues between the Company’s two reportable segments for the three months ended June 30, 2025 and 2024, respectively.

There were $ 1.6 million and $ 1.7 million in intersegment revenues between the Company’s two reportable segments for the six months ended June 30, 2025 and 2024, respectively.

Intersegment revenues totaled $ 1.2 million and $ 0.1 million for the three months ended September 30, 2025 and 2024, respectively, and $ 2.8 million and $ 1.8 million for the nine months ended September 30, 2025.

These primarily relate to labor and equipment services between the Marine and Concrete segments and are eliminated in consolidation.

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

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 $ 30.4 million and $ 25.6 million as of June 30, 2025 and December 31, 2024, respectively.

(2) Financing lease right-of-use assets are recorded net of accumulated amortization of $ 21.3 million and $ 17.0 million as of June 30, 2025 and December 31, 2024, respectively.

(1) Operating lease right-of-use assets are recorded net of accumulated amortization of $ 32.2 million and $ 25.6 million as of September 30, 2025 and December 31, 2024, respectively.

(2) Financing lease right-of-use assets are recorded net of accumulated amortization of $ 23.1 million and $ 17.0 million as of September 30, 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 June 30,

Six months ended June 30,

Three months ended

Nine months ended

September 30,

Operating lease costs:

7 unchanged sentences

Supplemental cash flow information related to leases is as follows:

Six Months Ended June 30,

Nine Months Ended

September 30,

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

9 unchanged sentences

Year ending December 31,

2025 (excluding the six months ended June 30, 2025)

2025 (excluding the nine months ended September 30, 2025)

Total future minimum lease payments

3 unchanged sentences

Long-term lease obligations

Subsequent Event

On October 24, 2025, the Company closed on the sale of its East and West Jones property in Harris County, Texas for a purchase price of $ 23.5 million.

Proceeds will be used to reduce debt and for general corporate purposes.

In connection with the sale of the property, the Company entered into an Exclusive Dredge Spoils Agreement with the purchaser which provides the Company with the right to deliver dredge spoils to the property for ten years.

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