What changed in this filing

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Item 1. Financial Statements

2026-07-29 compared with 2026-04-29 · 171 added, 111 removed, 488 unchanged (37% of the section changed)

19 unchanged sentences

Other non-current

Intangible assets

Intangible assets, net of accumulated amortization

LIABILITIES AND STOCKHOLDERS’ EQUITY

14 unchanged sentences

Stockholders’ equity:

Accumulated other comprehensive loss

Accumulated other comprehensive income

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

Common stock -- $ 0.01 par value, 50,000,000 authorized, 41,206,521 and 40,612,139 issued;

40,479,278 and 39,900,908 outstanding at March 31, 2026 and December 31, 2025, respectively

Treasury stock, 711,231 shares, at cost, as of March 31, 2026 and December 31, 2025, respectively

40,495,290 and 39,900,908 outstanding at June 30, 2026 and December 31, 2025, respectively

Treasury stock, 711,231 shares, at cost, as of June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital

8 unchanged sentences

Three Months Ended

Six Months Ended

Contract revenues

1 unchanged sentence

Selling, general and administrative expenses

Amortization of intangible assets

Gain on disposal of assets, net

3 unchanged sentences

Other expense, net

Loss before income taxes

Income tax (benefit) expense

Net income (loss)

Basic income (loss) per share

Diluted income (loss) per share

Shares used to compute income (loss) per share

(Loss) income before income taxes

Income tax expense (benefit)

Net (loss) income

Basic (loss) income per share

Diluted (loss) income per share

Shares used to compute (loss) income per share

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

1 unchanged sentence

and Subsidiaries

Condensed Consolidated Statements of Comprehensive Loss

Condensed Consolidated Statements of Comprehensive (Loss) Income

(In Thousands)

Three months ended March 31,

Net income (loss)

Change in fair value of cash flow hedge, net of tax expense of $ 5 for the quarter ended March 31, 2026

Total comprehensive income (loss)

Three Months Ended

Six Months Ended

Net (loss) income

Change in fair value of cash flow hedges, net of tax expense of $ 35 and $ 30 for the three and six months ended June 30, 2026

Total comprehensive (loss) income

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

5 unchanged sentences

Comprehensive

(Loss) Income

Balance, January 1, 2026

4 unchanged sentences

Forfeiture of restricted stock

Cash flow hedge

Payments related to tax withholding for share-based compensation

Balance, March 31, 2026

Share-based compensation

Exercise of stock options

Issuance of restricted stock

Forfeiture of restricted stock

Payments related to tax withholding for share-based compensation

Balance, June 30, 2026

Accumulated Other

Comprehensive

(Loss) Income

Balance, January 1, 2025

5 unchanged sentences

Balance, March 31, 2025

Share-based compensation

Issuance of restricted stock

Forfeiture of restricted stock

Balance, June 30, 2025

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

3 unchanged sentences

(in Thousands)

Three Months Ended

Six Months Ended

Cash flows from operating activities:

Net income (loss)

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

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

Depreciation and amortization

2 unchanged sentences

Amortization of deferred debt issuance costs

Non-cash interest expense on seller note

Deferred income taxes

12 unchanged sentences

Contract liabilities

Net cash provided by (used in) operating activities

Net cash used in operating activities

Cash flows from investing activities:

38 unchanged sentences

Accordingly, these financial statements do not include certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“U.S.

GAAP”) and should be read together with our 2025 Annual Report on Form 10-K.

GAAP”) and should be read together with our Annual Report on Form 10-K for the year ended December 31, 2025.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments considered necessary for a fair presentation of the Company’s financial position, results of operations, and cash flows for the periods presented.

Such adjustments are of a normal recurring nature.

Interim results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results realizable for the year ending December 31, 2026.

Interim results of operations for the three and six months ended June 30, 2026 are not necessarily indicative of the results realizable for the year ending December 31, 2026.

Recent Accounting Pronouncements

11 unchanged sentences

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.

Adoption did not have a material impact on the Company’s financial position or results of operations.

The Company adopted ASU

2025 ‑ 05 effective January 1, 2026 and elected to apply the practical expedient.

Adoption of the standard did not have a material impact on the Company’s condensed consolidated financial statements or related disclosures.

Acquisition Overview

16 unchanged sentences

The contingent consideration was estimated using a combination of valuation techniques, including a Black-Scholes option pricing model for one tranche and a discounted cash flow model for the other tranche.

Unobservable inputs included projected completion and payment dates, expected project profitability, volatility, discount rates, and risk-adjusted performance scenarios.

Unobservable inputs included projected completion and payment dates, expected project profitability, expected volatility of the underlying performance metrics used in the contingent consideration arrangement, discount rates, and risk-adjusted performance scenarios.

Because the valuation relies on unobservable inputs, the contingent consideration liability is classified within Level 3 of the fair value hierarchy.

During the measurement period, adjustments to preliminary fair value estimates may be recorded as measurement period adjustments when based on facts and circumstances that existed as of the Acquisition Date.

During the measurement period, adjustments to the contingent consideration may be recorded as purchase accounting adjustments when based on facts and circumstances that existed as of the Acquisition Date.

Thereafter, changes

in the fair value of contingent consideration will be recognized in earnings in the period of change.

As of March 31, 2026, the valuation of the contingent consideration as well as the promissory note is preliminary.

in the fair value will be recognized in earnings in the period of change.

As of June 30, 2026, the valuation of the contingent consideration is preliminary.

Preliminary Allocation of Purchase Price

29 unchanged sentences

Backlog contracts

The fair values of the identifiable intangible assets were estimated using income‑based approaches (e.g., multi‑period excess earnings method for customer relationships and backlog contracts and relief‑from‑royalty for tradenames).

Inputs include forecasted revenues, attrition rates, royalty rates, contributory asset charges, and discount rates commensurate with the risks of the underlying cash flows.

2 unchanged sentences

The purchase price allocation is preliminary and subject to change within the measurement period (not to exceed one year from the Acquisition Date) as the Company obtains additional information regarding the facts and circumstances that existed as of the Acquisition Date.

As of March 31, 2026, the Company’s valuation of property and equipment, intangible assets, working capital, and income taxes remains preliminary and subject to adjustment during the measurement period.

During the three months ended June 30, 2026, the Company recorded measurement-period adjustments to the preliminary purchase price allocation.

These adjustments reduced total consideration transferred by approximately $ 1.4 million, primarily due to a $ 1.1 million reduction in cash consideration related to the working capital adjustment and a $ 0.3 million reduction in the estimated fair value of contingent consideration.

The Company also revised certain preliminary estimates of assets acquired and liabilities assumed, including a $ 1.8 million increase in contract liabilities related to opening work-in-process for projects in process as of the Acquisition Date, a $ 2.0 million decrease in intangible assets, a $ 0.7 million decrease in property and equipment, and a $ 0.8 million decrease in the deferred tax liability.

The adjustments were based on additional information obtained during the measurement period regarding facts and circumstances that existed as of the Acquisition Date and resulted in a net increase to goodwill of approximately $ 2.4 million.

As of June 30, 2026, the Company’s valuation of property and equipment, intangible assets, working capital, and income taxes remains preliminary and subject to adjustment during the measurement period.

Acquisition-Related Costs

Acquisition-related costs, consisting primarily of legal, accounting, valuation, and other professional fees, were approximately $ 1.6 million for the three months ended March 31, 2026 and were recorded in selling, general and administrative expenses.

Acquisition-related costs, consisting primarily of legal, accounting, valuation, and other professional fees, were less than $ 0.1 million and approximately $ 1.6 million for the three and six months ended June 30, 2026, respectively, and were recorded in selling, general and administrative expenses.

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.

1 unchanged sentence

Three Months Ended

Six Months Ended

Marine Segment

8 unchanged sentences

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 months ended March 31, 2026 and 2025, respectively:

Additionally, the table below represents contract revenue by type of customer for the three and six months ended June 30, 2026 and 2025, respectively:

Three Months Ended

Six Months Ended

Federal Government (1)

5 unchanged sentences

On March 10, 2023, the United States Navy awarded the Dragados/Hawaiian Dredging/Orion Joint Venture a contract to complete the construction of a dry dock at Pearl Harbor Naval Shipyard.

The Company’s joint venture with Dragados/Hawaiian Dredging is a related-party transaction.

The Company’s joint

venture with Dragados/Hawaiian Dredging is a related-party transaction.

The Company’s portion of work as a dedicated subcontractor totals $ 469.3 million.

For the three months ended March 31, 2026 and 2025, the Company’s revenue related to the joint venture subcontract was approximately $ 14.3 million and $ 33.3 million, respectively.

For the three months ended March 31, 2026, no single customer exceeded 10% of total contract revenues.

For the three months ended March 31, 2025, the United States Navy, included in the Federal Government category, accounted for 18 % of total contract revenues.

For the three months ended June 30, 2026 and 2025, the Company’s revenue related to the joint venture subcontract was approximately $ 20.9 million and $ 33.3 million, respectively.

For the six months ended June 30, 2026 and 2025, the Company’s revenue related to the joint venture subcontract was approximately $ 35.3 million and $ 66.6 million, respectively.

For the three and six months ended June 30, 2026, no single customer exceeded 10% of total contract revenues.

For the three and six months ended June 30, 2025, the United States Navy, included in the Federal Government category, accounted for 16 % and 17 %, respectively, of total contract revenues.

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 2 % and 6 % of total revenues for the three months ended March 31, 2026 and 2025, respectively, and were primarily from the Caribbean Basin.

Contract revenues generated outside the United States totaled 2 % and 6 % of total revenues for the three months ended June 30, 2026 and 2025, respectively, and 2 % and 6 % for the six months ended June 30, 2026 and 2025, respectively, and were primarily from the Caribbean Basin.

Concentration of Risk and Enterprise-Wide Disclosures

1 unchanged sentence

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 March 31, 2026 and December 31, 2025, respectively:

March 31, 2026

The table below presents the concentrations of current receivables (trade and retainage) at June 30, 2026 and December 31, 2025, respectively:

June 30, 2026

December 31, 2025

7 unchanged sentences

(1) Receivables from federal, state and local governments include sales from contracts for which the Company is the prime contractor, as well as those for which the Company is a subcontractor and the ultimate customer is the federal, state and local governments.

At March 31, 2026, no single customer exceeded 10% of total current receivables.

At June 30, 2026, no single customer exceeded 10% of total current receivables.

At December 31, 2025, the United States Navy, which is included in the Federal Government category, and a customer in the Private Companies category, accounted for 20 % and 12 %, respectively, of total current receivables.

Contracts in Progress

Contracts in progress were as follows at March 31, 2026 and December 31, 2025:

Contracts in progress were as follows at June 30, 2026 and December 31, 2025:

Costs incurred on uncompleted contracts

9 unchanged sentences

Net contracts in progress

Included in contract assets (liabilities) is approximately $ 9.2 million and $ 7.1 million at March 31, 2026 and December 31, 2025, respectively, related to claims and unapproved change orders.

Included in contract assets (liabilities) is approximately $ 13.2 million and $ 7.1 million at June 30, 2026 and December 31, 2025, 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 March 31, 2026, the aggregate amount of the remaining performance obligations was approximately $ 668 million.

As of June 30, 2026, the aggregate amount of the remaining performance obligations was approximately $ 722 million.

Of this amount, the current expectation of the Company is that it will recognize $ 563 million, or 78 %, in the next 12 months and the remaining balance thereafter.

Property and Equipment

The following is a summary of property and equipment at March 31, 2026 and December 31, 2025:

The following is a summary of property and equipment at June 30, 2026 and December 31, 2025:

Construction equipment

19 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 Company’s derivative, which is comprised of an interest rate swap, is valued using a discounted cash flow analysis that incorporates observable market parameters, such as interest rate yield curves and credit risk adjustments, that are necessary to reflect the probability of default by us or the counterparty.

This derivative is classified as a Level 2 measurement within the fair value hierarchy.

At March 31, 2026, the fair value of the swap liability was less than $ 0.1 million.

See Note 10 for additional information on the Company’s derivative instrument.

Our concrete segment has life insurance policies with a combined face value of $ 11.1 million as of March 31, 2026.

The Company’s derivatives, which are comprised of interest rate swaps, are valued using a discounted cash flow analysis that incorporates observable market parameters, such as interest rate yield curves and credit risk adjustments, that are necessary to reflect the probability of default by us or the counterparty.

The derivatives are classified as a Level 2 measurement within the fair value hierarchy.

At June 30, 2026, the fair value of the swap asset was approximately $ 0.1 million.

See Note 10 for additional information on the Company’s derivative instruments.

Our concrete segment has life insurance policies with a combined face value of $ 11.1 million as of June 30, 2026.

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 both March 31, 2026 and December 31, 2025 was $ 1.3 million.

The fair value of the cash surrender value of these policies at both June 30, 2026 and December 31, 2025 was $ 1.3 million.

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 under its UMB Credit Facility at March 31, 2026 and December 31, 2025 approximated its carrying value of $ 53.0 million and zero , 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 under its UMB Credit Facility at June 30, 2026 and December 31, 2025 approximated its carrying value of $ 78.0 million and zero , respectively, as interest is based on current market interest rates for debt with similar risk and maturity.

Accrued Liabilities

Accrued liabilities at March 31, 2026 and December 31, 2025 consisted of the following:

March 31, 2026

Accrued liabilities at June 30, 2026 and December 31, 2025 consisted of the following:

June 30, 2026

December 31, 2025

1 unchanged sentence

Accrued liabilities expected to be covered by insurance

Sale-leaseback arrangement

Property taxes

Sale-leaseback arrangements

Other accrued expenses

3 unchanged sentences

In addition, the UMB Credit Agreement provides for a $ 25 million accordion option for future acquisitions (subject to customary conditions).

The UMB Credit Agreement is secured by substantially all of the assets of the Company and certain of its domestic subsidiaries, subject to permitted liens, and is guaranteed, on a joint

and several basis, by each existing and subsequently acquired or formed direct and indirect domestic subsidiary of the Company.

The UMB Credit Agreement is secured by substantially all of the assets of the Company and certain of its domestic subsidiaries, subject to permitted liens, and is guaranteed, on a joint and several basis, by each existing and subsequently acquired or formed direct and indirect domestic subsidiary of the Company.

The UMB 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.

4 unchanged sentences

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

March 31, 2026

June 30, 2026

December 31, 2025

Equipment loan

deferred debt issuance costs (1)

3 unchanged sentences

At December 31, 2025, because there were no borrowings outstanding under the Company’s credit facilities, unamortized deferred financing costs of $ 1.7 million related to the UMB Credit Agreement were included in Other long-term assets.

There were no borrowings under the equipment term loan.

The Company’s borrowing availability under the UMB Revolver at March 31, 2026 was approximately $ 45.6 million.

The Company’s borrowing availability under the UMB Revolver at June 30, 2026 was approximately $ 22.6 million.

Borrowings under the UMB Credit Agreement must be of the same type and may bear interest at either an alternate base rate (“ABR”) or a Secured Overnight Financing Rate (“SOFR”), in each case plus an applicable margin determined by the Company’s consolidated senior leverage ratio.

The applicable margin ranges from 2.50 % to 3.00 % for SOFR loans and 1.50 % to 2.00 % for ABR loans, and the interest rate is subject to a 4.00 % per annum floor.

The quarterly weighted average interest rate for the UMB Credit Agreement as of March 31, 2026 was 6.47 %.

The quarterly weighted average interest rate for the UMB Credit Agreement as of June 30, 2026 was 6.29 %.

The UMB Credit Agreement contains customary affirmative and negative covenants, including limitations on indebtedness, liens, investments, asset sales, and dividends, and includes financial maintenance covenants requiring the Company to maintain (i) a consolidated fixed charge coverage ratio of not less than 1.20 to 1.00 and (ii) a consolidated senior leverage ratio of not greater than 3.00 to 1.00, each tested periodically.

4 unchanged sentences

and events constituting a change of control.

The Company was in compliance with all covenants under its credit agreements as of March 31, 2026 and December 31, 2025.

The Company had $ 8.7 million and $ 4.4 million in construction financing obligations as of March 31, 2026 and December 31, 2025, respectively, related to lessor-financed build-to-suit equipment.

The Company was in compliance with all covenants under its credit agreements as of June 30, 2026 and December 31, 2025.

In connection with the acquisition of JEM, the Company issued an unsecured subordinated seller promissory note with an original principal amount of $ 12 million on the Acquisition Date.

The note bears interest at 6.0 % per annum and is payable in five equal annual installments of principal and interest on each anniversary of the Acquisition Date.

At June 30, 2026, the carrying amount of the seller promissory note was the fair value of $ 10.0 million, with $ 1.6 million included in current maturities of long-term debt.

The Company had $ 10.2 million and $ 4.4 million in construction financing obligations as of June 30, 2026 and December 31, 2025, respectively, related to lessor-financed build-to-suit equipment.

Under this arrangement, the lessor funds costs associated with equipment being constructed to the Company’s specifications.

Because the Company is deemed to control the equipment during construction, the Company recognizes the equipment as construction in progress within property and equipment and records a corresponding financing obligation (included in other debt).

The equipment is expected to be placed in service during fiscal 2026.

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

As of March 31, 2026 and December 31, 2025, the carrying value of this debt was zero and $ 1.0 million, respectively.

As of June 30, 2026 and December 31, 2025, the carrying value of this debt was zero and $ 1.0 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 March 31, 2026 and December 31, 2025 the carrying value of this debt was $ 2.5 million.

In connection with the acquisition of JEM on February 3, 2026, the Company issued an unsecured subordinated seller promissory note with an original principal amount of $ 12 million.

The note bears interest at 6.0 % per annum and is payable in five equal annual installments of principal and interest on each anniversary of the closing of the Purchase Agreement.

At March 31, 2026, the carrying amount of the seller promissory note was the fair value of $ 9.4 million, with $ 2.8 million included in current maturities of long-term debt.

Derivative Financial Instrument

As of both June 30, 2026 and December 31, 2025 the carrying value of this debt was $ 2.5 million.

Derivative Financial Instruments

On March 10, 2026, the Company entered into an interest rate swap with UMB Bank, N.A., to hedge changes in interest payments on a portion of its variable-rate borrowings.

1 unchanged sentence

It had an initial notional amount of $ 20 million and amortizes to $ 17 million beginning March 1, 2027, $ 14 million beginning March 1, 2028, and $ 7 million beginning March 1, 2029.

The current swap terminates on March 1, 2030.

The swap terminates on March 1, 2030.

Under the swap, the Company pays a fixed rate of 3.58 % and receives one-month Chicago Mercantile Exchange (“CME”) Term SOFR.

On June 16, 2026, the Company entered into an interest rate swap with UMB Bank, N.A., to hedge changes in interest payments on a portion of its variable-rate borrowings.

The swap became effective on July 1, 2026 with a notional amount of $ 20 million.

The swap terminates on July 1, 2027.

Under the swap, the Company pays a fixed rate of 4.03 % and receives one-month CME Term SOFR.

At inception, the Company designated the swap as a cash flow hedge.

As a result, the effective portion of changes in the fair value of the swap is recorded in accumulated other comprehensive income (loss) and later reclassified into interest expense in the periods when the hedged forecasted interest payments affect earnings.

At inception, the Company designated the swaps as cash flow hedges.

As a result, the effective portion of changes in the fair value of the swaps are recorded in accumulated other comprehensive income (loss) and later reclassified into interest expense in the periods when the hedged forecasted interest payments affect earnings.

Any hedge ineffectiveness is recognized in current-period earnings.

At each reporting date, the Company

presents the fair value of the swap as a derivative asset or derivative liability in the appropriate balance sheet caption and discloses the related amount recorded in accumulated other comprehensive income (loss).

At each reporting date, the Company presents the fair value of the swap as a derivative asset or derivative liability in the appropriate balance sheet

caption and discloses the related amount recorded in accumulated other comprehensive income (loss).

See Note 8 for more information about the valuation of the Company’s derivative instrument.

Other Long-Term Liabilities

Other long-term liabilities at March 31, 2026 and December 31, 2025 consisted of the following:

March 31, 2026

Other long-term liabilities at June 30, 2026 and December 31, 2025 consisted of the following:

June 30, 2026

December 31, 2025

Sale-leaseback arrangement

Sale-leaseback arrangements

Fair value of contingent consideration

7 unchanged sentences

The portion of this transaction related to the building was recorded as a deemed financing obligation.

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 certain properties for a purchase price of $ 19.1 million.

On September 27, 2019, the Company entered into a purchase and sale agreement whereby 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 %.

4 unchanged sentences

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

Three Months Ended

Income tax (benefit) expense

Six Months Ended

Income tax expense (benefit)

Effective tax rate

The effective rate for the three months ended March 31, 2026 differed from the Company’s statutory federal rate of 21 % primarily due to permanent differences and a decrease in valuation allowance in the period.

The effective rate for the three and six months ended June 30, 2026 differed from the Company’s statutory federal rate of 21 % primarily due to permanent differences and a decrease in valuation allowance in the period.

The decrease in the valuation allowance is attributable to the recognition of the deferred tax liabilities arising from the fair value adjustments recorded as part of the JEM acquisition.

3 unchanged sentences

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

For the three months ended March 31, 2026, 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 March 31, 2026 remains appropriate.

For the three and six months ended June 30, 2026, 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, 2026 remains appropriate.

Earnings Per Share

1 unchanged sentence

Three Months Ended

Six Months Ended

Total basic weighted average shares outstanding

1 unchanged sentence

Common stock options

Performance share units

Employee stock purchase plan

Total diluted weighted average shares outstanding

For the three months ended March 31, 2026 and 2025, the Company had 45,325 and 55,302 shares, respectively, that were potentially dilutive in earnings per share calculations.

For the three months ended June 30, 2026 and 2025, the Company had 150,804 and 48,940 shares, respectively, that were potentially dilutive in earnings per share calculations.

For the six months ended June 30, 2026 and 2025, the Company had 117,304 and 52,103 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 Company reported a net loss for the three months ended March 31, 2025;

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

The Company reported a net loss for the three months ended June 30, 2026 and the six months ended June 30, 2025;

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

Share-Based Compensation

4 unchanged sentences

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 three months ended March 31, 2026 and 2025, there were 65,783 and 71,133 shares, respectively, issued under the ESPP.

During the six months ended June 30, 2026 and 2025, there were 65,783 and 71,133 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

Six Months Ended

Restricted share awards

Performance stock unit awards

Performance share unit awards

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 share awards and performance share unit awards granted under the plan:

Under its approved LTIP, the Company grants share-based awards to its employees.

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

Restricted Shares

Performance Stock Unit Awards

Performance Share Unit Awards

Nonvested at December 31, 2025

1 unchanged sentence

Nonvested at March 31, 2026

Forfeited shares

Nonvested at June 30, 2026

(1) A maximum of 1.0 million common shares could be awarded based upon the Company’s achievement of set performance-metrics.

On March 3, 2026, the Company granted certain executives a total of 118,262 performance stock units.

The performance stock units will potentially vest 100 % if the target is met, with 50 % of the units to be earned based on the achievement of adjusted EBITDA targets, 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.

On March 3, 2026, the Company granted certain executives a total of 118,262 performance share units.

The performance share units will potentially vest 100 % if the target is met, with 50 % of the units to be earned based on the achievement of adjusted EBITDA targets, 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 targeted award levels each reporting period.

The fair value of the units awarded related to the adjusted EBITDA targets was $ 13.41 per share and the fair value of the units awarded related to the relative total shareholder return target was $ 20.36 per share valued using a Monte Carlo simulation model.

The following table presents the assumptions related to the performance stock units granted in 2026 related to the relative total shareholder return, as indicated in the previous summary table:

The fair value of the units awarded related to the adjusted EBITDA targets

was $ 13.41 per share and the fair value of the units awarded related to the relative total shareholder return target was $ 20.36 per share valued using a Monte Carlo simulation model.

The following table presents the assumptions related to the performance share units granted in 2026 related to the relative total shareholder return, as indicated in the previous summary table:

Grant-date stock price

2 unchanged sentences

Contractual term (years)

The following table presents a summary of the unrecognized compensation cost, and the related weighted average recognition period associated with unvested restricted shares and performance stock units as of March 31, 2026:

Restricted Shares

Performance Stock Unit Awards

Performance Share Unit Awards

Unrecognized compensation cost

22 unchanged sentences

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

We also perform engineering design, analysis, and consulting projects for both internal and external clients.

Concrete Segment

3 unchanged sentences

Segment information for the periods presented is provided as follows:

For the Three Months Ended March 31, 2026

For the Three Months Ended June 30, 2026

General Corporate

2 unchanged sentences

Selling, general and administrative expenses

Amortization of intangible assets

Loss (gain) on disposal of assets, net

Gain on disposal of assets, net

Operating income (loss)

2 unchanged sentences

Loss before income taxes

Income tax expense

General Corporate

Depreciation and amortization

Capital expenditures

For the Three Months Ended June 30, 2025

General Corporate

Contract revenues

Cost of contract revenues

Selling, general and administrative expenses

Gain on disposal of assets, net

Operating income (loss)

Other income (expense):

Interest expense

Income before income taxes

Income tax benefit

General Corporate

Depreciation and amortization

Capital expenditures

For the Six Months Ended June 30, 2026

General Corporate

Contract revenues

Cost of contract revenues

Selling, general and administrative expenses

Gain on disposal of assets, net

Operating income (loss)

Other income (expense):

Interest expense

Loss before income taxes

Income tax benefit

General Corporate

Property and equipment, net

1 unchanged sentence

Capital expenditures

For the Three Months Ended March 31, 2025

For the Six Months Ended June 30, 2025

General Corporate

6 unchanged sentences

Interest expense

Income before income taxes

Income tax expense

Loss before income taxes

Income tax benefit

General Corporate

2 unchanged sentences

Capital expenditures

Intersegment revenues totaled $ 4.7 million and $ 1.0 million for the three months ended March 31, 2026 and 2025, respectively.

Intersegment revenues totaled $ 4.1 million and $ 0.6 million for the three months ended June 30, 2026 and 2025, respectively.

Intersegment revenues totaled $ 8.8 million and $ 1.6 million for the six months ended June 30, 2026 and 2025, respectively.

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

6 unchanged sentences

Total liabilities

(1) Operating lease right-of-use assets are recorded net of accumulated amortization of $ 35.2 million and $ 33.8 million as of March 31, 2026 and December 31, 2025, respectively.

(2) Financing lease right-of-use assets are recorded net of accumulated amortization of $ 26.8 million and $ 24.8 million as of March 31, 2026 and December 31, 2025, respectively.

(1) Operating lease right-of-use assets are recorded net of accumulated amortization of $ 36.6 million and $ 33.8 million as of June 30, 2026 and December 31, 2025, respectively.

(2) Financing lease right-of-use assets are recorded net of accumulated amortization of $ 24.3 million and $ 24.8 million as of June 30, 2026 and December 31, 2025, respectively.

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

7 unchanged sentences

Three Months Ended

Six Months Ended

Operating lease costs:

7 unchanged sentences

Supplemental cash flow information related to leases is as follows:

Three Months Ended

Six Months Ended

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

9 unchanged sentences

Year ending December 31,

2026 (excluding the three months ended March 31, 2026)

2026 (excluding the six months ended June 30, 2026)

Total future minimum lease payments

4 unchanged sentences

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