[10-K/A] Great Lakes Dredge & Dock CORP Amends Annual Report
Rhea-AI Filing Summary
Great Lakes Dredge & Dock Corporation filed an amended annual report that leaves 2025 results unchanged and primarily adds the auditor’s conformed signature. For 2025, the company generated $888.3 million in contract revenues and $73.5 million in net income, with basic earnings per share of $1.10, up from $0.85 in 2024. Operating cash flow rose sharply to $246.7 million, supporting heavy capital spending of $147.2 million and repayment of second-lien debt. Year-end total assets were $1.29 billion, with long-term debt of $378.2 million and equity of $517.1 million.
The notes highlight a Merger Agreement with Saltchuk Resources, under which a subsidiary of Saltchuk plans to launch a tender offer to acquire all outstanding shares at $17.00 per share, followed by a merger that would make Great Lakes a wholly owned subsidiary and lead to Nasdaq delisting. Closing is expected in the second quarter of 2026, subject to customary conditions, including a majority tender and required antitrust clearance. The agreement includes a termination fee of approximately $37 million payable to Saltchuk under specified circumstances.
Positive
- None.
Negative
- None.
Insights
Cash sale to Saltchuk and stronger 2025 cash generation reshape GLDD’s outlook.
Great Lakes Dredge & Dock reported 2025 contract revenues of
The notes describe a signed Merger Agreement with Saltchuk dated
The agreement includes a termination fee of approximately
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the fiscal year ended
or
For the transition period from to
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Securities registered pursuant to Section 12(b) of the Act:
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Securities registered pursuant to section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
The aggregate market value of common stock held by non-affiliates of the Registrant was $
As of February 20, 2026,
DOCUMENTS INCORPORATED BY REFERENCE
Part of 10-K |
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Documents Incorporated by Reference |
Part III |
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Portions of the Proxy Statement to be filed with the Securities and Exchange Commission in connection with the 2026 Annual Meeting of Stockholders. |
EXPLANATORY NOTE
Great Lakes Dredge & Dock Corporation (“Great Lakes”) is filing this Amendment No. 1 (this “Amendment”) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Form 10-K”) solely to include the
This Amendment does not reflect events occurring after the filing of the 2025 Form 10-K, does not update disclosures contained in the 2025 Form 10-K and does not modify or amend the 2025 Form 10-K except as specifically described above. Pursuant to Rule 12b-15 of the Securities Exchange Act of 1934, as amended, this Amendment contains the complete text of each Item that is amended and certifications of the Company’s Principal Executive Officer and Principal Financial Officer required under Items 302 and 906 of the Sarbanes-Oxley Act of 2002, as amended, dated as of the date of this Amendment, as well updated inline XBRL exhibits.
i
Part II
Item 8. Financial Statements and Supplementary Data.
TABLE OF CONTENTS
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
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CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2025 AND 2024, AND FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023 |
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Consolidated Balance Sheets |
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Consolidated Statements of Operations |
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Consolidated Statements of Comprehensive Income (Loss) |
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Consolidated Statements of Equity |
8 |
Consolidated Statements of Cash Flows |
9 |
Notes to Consolidated Financial Statements |
10 |
2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Great Lakes Dredge & Dock Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Great Lakes Dredge & Dock Corporation and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Revenue Recognition – Estimated Costs at Completion— Refer to Notes 1 and 10 to the financial statements
Critical Audit Matter Description
During 2025, the Company’s contract revenues were $888.3 million, all of which represented revenue recognized over time as work progressed on individual contracts. The Company recognizes revenue on its contracts utilizing the cost-to-cost method for determining progress toward completion of each contract. Revenue is recognized using contract fulfillment costs incurred to date compared to total estimated fulfillment costs at completion. Daily costs and project duration are significant factors in the estimates of fulfillment costs at completion to complete the project.
We identified estimated contract fulfillment costs at completion used in revenue recognition as a critical audit matter because of the judgments inherent in management’s estimates related to contracts that were in progress at December 31, 2025. This required
3
extensive audit effort and a high degree of auditor judgment when performing audit procedures on the total estimated contract fulfillment costs which underlie management’s determination of revenue on contracts in progress.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to management's total estimated contract fulfillment costs at completion for contracts in progress included the following, among others:
/s/
February 23, 2026
We have served as the Company's auditor since 1991.
4
Great Lakes Dredge & Dock Corporation and Subsidiaries
Consolidated Balance Sheets
As of December 31, 2025 and 2024
(in thousands, except per share amounts)
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2025 |
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2024 |
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ASSETS |
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CURRENT ASSETS: |
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Cash and cash equivalents |
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$ |
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$ |
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Accounts receivable—net |
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Contract revenues in excess of billings |
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Inventories |
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Prepaid expenses |
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Other current assets |
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Total current assets |
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PROPERTY AND EQUIPMENT—Net |
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OPERATING LEASE ASSETS |
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GOODWILL |
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INVENTORIES—Noncurrent |
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OTHER |
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TOTAL |
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$ |
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$ |
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LIABILITIES AND EQUITY |
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CURRENT LIABILITIES: |
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Accounts payable |
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$ |
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$ |
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Accrued expenses |
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Operating lease liabilities |
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Billings in excess of contract revenues |
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Total current liabilities |
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LONG-TERM DEBT |
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OPERATING LEASE LIABILITIES—Noncurrent |
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DEFERRED INCOME TAXES |
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OTHER |
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Total liabilities |
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EQUITY: |
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Common stock—$. |
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Treasury stock; |
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— |
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Additional paid-in capital |
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Accumulated retained earnings |
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Accumulated other comprehensive loss |
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Total equity |
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TOTAL |
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$ |
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$ |
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See notes to consolidated financial statements.
5
Great Lakes Dredge & Dock Corporation and Subsidiaries
Consolidated Statements of Operations
For the Years Ended December 31, 2025, 2024 and 2023
(in thousands, except per share amounts)
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2025 |
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2024 |
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2023 |
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$ |
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$ |
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$ |
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Gross profit |
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General and administrative expenses |
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Other gains |
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Operating income |
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Interest expense—net |
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Loss on extinguishment of debt |
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— |
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— |
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Other income |
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Income before income taxes |
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Income tax provision |
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Net income |
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$ |
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$ |
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$ |
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Basic earnings per share |
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$ |
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$ |
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$ |
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Basic weighted average shares |
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Diluted earnings per share |
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$ |
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$ |
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$ |
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Diluted weighted average shares |
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See notes to consolidated financial statements.
6
Great Lakes Dredge & Dock Corporation and Subsidiaries
Consolidated Statements of Comprehensive Income
For the Years Ended December 31, 2025, 2024 and 2023
(in thousands)
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2025 |
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2024 |
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2023 |
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Net income |
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$ |
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$ |
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$ |
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Net change in cash flow derivative hedges—net of tax (1) |
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Comprehensive income |
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$ |
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$ |
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$ |
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See notes to consolidated financial statements.
7
Great Lakes Dredge & Dock Corporation and Subsidiaries
Consolidated Statements of Equity
For the Years Ended December 31, 2025, 2024 and 2023
(in thousands)
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Accumulated |
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Shares of |
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Additional |
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Other |
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Common |
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Common |
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Treasury |
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Paid-In |
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Retained |
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Comprehensive |
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Stock |
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Stock |
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Stock |
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Capital |
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Earnings |
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Loss |
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Total |
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BALANCE—January 1, 2023 |
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$ |
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$ |
— |
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$ |
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$ |
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$ |
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$ |
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Share-based compensation |
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— |
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— |
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— |
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— |
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Vesting of restricted stock units and impact of shares withheld for taxes |
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— |
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— |
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( |
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— |
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— |
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( |
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Exercise of options and purchases from employee stock plans |
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— |
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— |
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— |
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— |
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Net income |
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— |
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— |
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— |
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— |
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— |
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Other comprehensive income—net of tax |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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BALANCE— December 31, 2023 |
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$ |
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$ |
— |
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$ |
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$ |
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$ |
( |
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$ |
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Share-based compensation |
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— |
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— |
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— |
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Vesting of restricted stock units and impact of shares withheld for taxes |
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— |
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— |
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( |
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— |
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— |
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( |
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Exercise of options and purchases from employee stock plans |
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— |
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— |
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— |
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— |
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Net income |
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— |
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— |
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— |
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— |
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— |
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Other comprehensive income—net of tax |
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— |
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— |
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— |
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— |
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— |
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BALANCE—December 31, 2024 |
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$ |
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$ |
— |
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$ |
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$ |
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$ |
( |
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$ |
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Share-based compensation |
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— |
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— |
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— |
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— |
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Vesting of restricted stock units and impact of shares withheld for taxes |
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— |
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— |
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( |
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— |
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— |
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( |
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Exercise of options and purchases from employee stock plans |
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— |
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— |
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— |
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— |
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Repurchase of common stock |
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( |
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— |
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( |
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— |
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— |
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— |
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( |
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Net income |
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— |
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— |
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— |
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— |
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— |
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Other comprehensive loss—net of tax |
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— |
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— |
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— |
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— |
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— |
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( |
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( |
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BALANCE—December 31, 2025 |
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$ |
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$ |
( |
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$ |
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$ |
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$ |
( |
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$ |
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See notes to consolidated financial statements.
8
Great Lakes Dredge & Dock Corporation and Subsidiaries
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2025, 2024 and 2023
(in thousands)
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2025 |
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2024 |
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2023 |
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OPERATING ACTIVITIES: |
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Net income |
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$ |
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$ |
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$ |
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Adjustments to reconcile net income to net cash flows provided by operating activities: |
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Depreciation and amortization |
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Deferred income taxes |
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Gain on sale of assets |
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Amortization of capitalized contract costs |
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Amortization of deferred financing fees |
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Loss on extinguishment of debt |
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— |
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— |
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Share-based compensation expense |
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Changes in assets and liabilities: |
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Accounts receivable |
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Contract revenues in excess of billings |
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Inventories |
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Prepaid expenses and other current assets |
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Accounts payable and accrued expenses |
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Billings in excess of contract revenues |
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||
Other noncurrent assets and liabilities |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Cash provided by operating activities |
|
|
|
|
|
|
|
|
|
|||
INVESTING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|||
Purchases of property and equipment |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Proceeds from dispositions of property and equipment |
|
|
|
|
|
|
|
|
|
|||
Cash used in investing activities |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|||
Deferred financing fees |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
Payment for extinguishment of debt |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
Taxes paid on settlement of vested share awards |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Exercise of options and purchases from employee stock plans |
|
|
|
|
|
|
|
|
|
|||
Borrowings under revolving loans |
|
|
|
|
|
|
|
|
|
|||
Borrowings under Second Lien Credit Agreement |
|
|
— |
|
|
|
|
|
|
— |
|
|
Repayments of Second Lien Term loan |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
Repayments of revolving loans |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Repurchases of common stock |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
Payments on finance lease obligations |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Cash (used in) provided by financing activities |
|
|
( |
) |
|
|
|
|
|
|
||
Net increase (decrease) in cash, cash equivalents and restricted cash |
|
|
|
|
|
( |
) |
|
|
|
||
Cash, cash equivalents and restricted cash at beginning of period |
|
|
|
|
|
|
|
|
|
|||
Cash, cash equivalents and restricted cash at end of period |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Reconciliation of cash, cash equivalents and restricted cash |
|
|
|
|
|
|
|
|
|
|||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Restricted cash included in other long-term assets |
|
|
— |
|
|
|
— |
|
|
|
|
|
Cash, cash equivalents and restricted cash at end of period |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Supplemental Cash Flow Information |
|
|
|
|
|
|
|
|
|
|||
Cash paid for interest |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Non-cash Investing and Financing Activities |
|
|
|
|
|
|
|
|
|
|||
Property and equipment purchased but not yet paid |
|
$ |
|
|
$ |
|
|
$ |
|
|||
See notes to consolidated financial statements.
9
GREAT LAKES DREDGE & DOCK CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF December 31, 2025 AND 2024 AND FOR THE
YEARS ENDED December 31, 2025, 2024 AND 2023
(In thousands, except per share amounts or as otherwise noted)
1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization—Great Lakes Dredge & Dock Corporation and its subsidiaries (the “Company” or “Great Lakes”) are in the business of marine construction, primarily dredging. The Company is the largest provider of dredging services in the United States which is complemented with a long history of performing significant international projects. In addition, the Company is fully engaged in expanding its core business into the offshore energy industry. The mobility of the Company’s fleet enables the Company to move equipment in response to changes in demand for dredging services.
Agreement and Plan of Merger with Saltchuk
On February 10, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Saltchuk Resources, Inc. (“Saltchuk”) and Huron MergeCo., Inc. (“Merger Sub”). Pursuant to the Merger Agreement, on the terms and subject to the conditions set forth therein, Merger Sub will commence a tender offer to purchase any and all of the outstanding shares of the Company’s common stock at $17.00 per share (the “Offer”) and, following the consummation of the Offer, Merger Sub will be merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Saltchuk (collectively with the Offer, the “Transaction”).
The Transaction is expected to close in the second quarter of 2026, subject to customary closing conditions, including the tender of one share more than a majority of the outstanding shares of the Company’s common stock and receipt of required antitrust clearance. Upon closing of the Transaction, the Company’s common stock will be delisted from the Nasdaq Stock Market and deregistered under the Securities Exchange Act of 1934, as amended.
The Merger Agreement also contains certain termination rights for the Company and Saltchuk and further provides that, upon termination of the Merger Agreement under specified circumstances, including certain terminations in connection with an alternative acquisition proposal as permitted by the terms of the Merger Agreement, the Company will be required to pay Saltchuk a termination fee of approximately $37 million.
Principles of Consolidation and Basis of Presentation—The consolidated financial statements include the accounts of Great Lakes Dredge & Dock Corporation and its majority-owned subsidiaries. All intercompany accounts and transactions are eliminated in consolidation. The equity method of accounting is used for investments in unconsolidated investees in which the Company has significant influence, but not control. Other investments, if any, are carried at cost.
Use of Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
Revenue and Cost Recognition on Contracts—Revenue is recognized using contract fulfillment costs incurred to date compared to total estimated costs at completion, also known as cost-to-cost, to measure progress towards completion. Additionally, the Company capitalizes certain pre-contract and pre-construction costs, and defers recognition over the life of the contract. The Company’s performance obligations are satisfied over time and revenue is recognized using the cost-to-cost method, described above. Contract modifications are changes in the scope or price (or both) of a contract that are approved by the parties to the contract. The Company recognizes a contract modification when the parties to a contract approve a modification that either creates new, or changes existing, enforceable rights and obligations of the parties to the contract. Contract modifications are routine in the performance of the Company’s contracts. In most instances, contract modifications are for services that are not distinct, and, therefore, are accounted for as part of the existing contract. Contract modifications are included in the transaction price only if it is probable that the modification estimate will not result in a significant reversal of revenue. Revisions in estimated gross profit percentages are recorded in the period during which the change in circumstances is experienced or becomes known. As the duration of most of the Company’s contracts is one year or less, the cumulative net impact of these revisions in estimates, individually and in the aggregate across projects, does not significantly affect results across annual reporting periods. Provisions for estimated losses on contracts in progress are made in the period in which such losses are determined.
10
The components of costs of contract revenues include labor, equipment (including depreciation, maintenance, insurance and long-term rentals), subcontracts, fuel, supplies, short-term rentals and project overhead. Hourly labor generally is hired on a project-by-project basis. The Company is a party to numerous collective bargaining agreements in the U.S. that govern its relationships with its unionized hourly workforce.
Classification of Current Assets and Liabilities—The Company includes in current assets and liabilities amounts realizable and payable in the normal course of contract completion, unless completion of such contracts extends significantly beyond one year.
Cash Equivalents—The Company considers all highly liquid investments with a maturity at purchase of three months or less to be cash equivalents.
Accounts Receivable—Accounts receivable represent amounts due or billable under the terms of contracts with customers, including amounts related to retainage. The Company anticipates collection of retainage generally within one year, and accordingly presents retainage as a current asset. The Company provides an allowance for estimated uncollectible accounts receivable based on historical and expected losses and when events or conditions indicate that amounts outstanding are not recoverable.
Inventories—Inventories consist of pipe and spare parts used in the Company’s dredging operations. Pipe and spare parts are purchased in large quantities; therefore, a certain amount of pipe and spare part inventories is not anticipated to be used within the current year and is classified as long-term. Spare part inventories are stated at weighted average historical cost, and are charged to expense when used in operations. Pipe inventory is recorded at cost and amortized to expense over the period of its use.
Property and Equipment—Capital additions, improvements, and major renewals are classified as property and equipment and are carried at depreciated cost. Maintenance and repairs that do not significantly extend the useful lives of the assets or enhance the capabilities of such assets are charged to expenses as incurred. Depreciation is recorded over the estimated useful lives of property and equipment using the straight-line method and the mid-year depreciation convention.
Class |
|
Useful Life (years) |
Buildings and improvements |
|
|
Furniture and fixtures |
|
|
Vehicles, dozers, and other light operating equipment and systems |
|
|
Heavy operating equipment (dredges and barges) |
|
Leasehold improvements are amortized over the shorter of their remaining useful lives or the remaining terms of the leases.
Goodwill—Goodwill represents the excess of acquisition cost over fair value of the net assets acquired. Goodwill is tested annually for impairment in the third quarter of each year, or more frequently should circumstances dictate. GAAP requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.
When conducting the annual impairment test for goodwill, the Company can choose to assess qualitative factors to determine whether it is more likely than not the fair value of the reporting unit is below its carrying value. Qualitative factors considered include macroeconomic, industry and market environments, overall financial performance and market indications of value. If a qualitative assessment determines an impairment is more likely than not, the Company is required to perform a quantitative impairment test. Otherwise, no further analysis is required. The Company also may elect to forego this step and just perform the quantitative impairment test.
When performing a quantitative impairment test, the Company assesses the fair values of its reporting unit using both an income-based approach and a market-based approach. Under the income approach, the fair value of the reporting unit is based on the present value of estimated future cash flows. The income approach is dependent on a number of factors, including estimates of expected future revenue, profitability and capital expenditures related to our new build program, future market growth trends, forecasted revenues and expenses, working capital assumptions, appropriate discount rates and other variables. The market approach measures the value of a reporting unit through comparison to comparable companies. Under the market approach, the Company uses the guideline public company method by applying estimated market-based enterprise value multiples to the reporting unit’s estimated trailing and forward Adjusted EBITDA. The Company analyzes companies that performed similar services or are considered peers. Due to the fact that there are no public companies that are direct competitors, the Company weighs the results of this approach less than the income approach.
11
The Company has
Long-Lived Assets—Long-lived assets are comprised of property and equipment subject to depreciation. Long-lived assets to be held and used are reviewed for possible impairment whenever events indicate that the carrying amount of such assets may not be recoverable. Recoverability of long-lived assets is measured by comparing the projected undiscounted cash flows associated with the assets to their carrying amounts. If an asset is considered impaired, the carrying amount would be reduced to its fair value. No triggering events were identified in 2025 or 2024. If long-lived assets are to be disposed, depreciation is discontinued, if applicable, and the assets are reclassified as held for sale at the lower of their carrying amounts or fair values less estimated costs to sell.
Other Gains and Losses—Other gains and losses include gains and losses on property and equipment that has been retired or otherwise disposed of and the transfer of control is complete. This also includes any impairment expense related to assets that have been designated as held for sale whose carrying amounts exceed their fair values. In 2025, the Company recognized $
Self-insurance Reserves—The Company self-insures costs associated with its seagoing employees covered by the provisions of Jones Act, workers’ compensation claims, hull and equipment liability, and general business liabilities up to certain limits. Insurance reserves are established for estimates of the loss that the Company may ultimately incur on reported claims, as well as estimates of claims that have been incurred but not yet reported. In determining its estimates, the Company considers historical loss experience and judgments about the present and expected levels of cost per claim. Trends in actual experience are a significant factor in the determination of such reserves.
Income Taxes—The provision for income taxes includes federal, foreign, and state income taxes currently payable and those deferred because of temporary differences between the financial statement and tax basis of assets and liabilities. Recorded deferred income tax assets and liabilities are based on the estimated future tax effects of differences between the financial and tax basis of assets and liabilities, given the effect of currently enacted tax laws. Refer to Note 8, Income Taxes.
Hedging Instruments—At times, the Company designates certain derivative contracts as a cash flow hedge as defined by GAAP. Accordingly, the Company formally documents, at the inception of each hedge, all relationships between hedging instruments and hedged items, as well as its risk-management objective and strategy for undertaking hedge transactions. This process includes linking all derivatives to highly-probable forecasted transactions.
The Company formally assesses, at inception and on an ongoing basis, the effectiveness of hedges in offsetting changes in the cash flows of hedged items. Hedge accounting treatment may be discontinued when (1) it is determined that the derivative is no longer highly effective in offsetting changes in the cash flows of a hedged item (including hedged items for forecasted future transactions), (2) the derivative expires or is sold, terminated or exercised, (3) it is no longer probable that the forecasted transaction will occur or (4) management determines that designating the derivative as a hedging instrument is no longer appropriate. If management elects to stop hedge accounting, it would be on a prospective basis and any hedges in place would be recognized in accumulated other comprehensive income (loss) until all the related forecasted transactions are completed or are probable of not occurring.
Recently Issued Accounting Pronouncements—In December 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2023-09, “Income Taxes (Topic 740)” (“ASU 2023-09”). One of the amendments in ASU 2023-09 includes disclosure of, on an annual basis, a tabular rate reconciliation of (i) the reported income tax expense (or benefit) from continuing operations, to (ii) the product of the income (or loss) from continuing operations before income taxes and the applicable statutory federal income tax rate of the jurisdiction of domicile using specific categories, including separate disclosure for any reconciling items within certain categories that are equal to or greater than a specified quantitative threshold of 5%. ASU 2023-09 also requires disclosure of, on an annual basis, the year to date amount of income taxes paid (net of refunds received) disaggregated by federal, state, and foreign jurisdictions, including additional disaggregated information on income taxes paid (net of refunds received) to an individual jurisdiction equal to or greater than 5% of total income taxes paid (net of refunds received). We adopted ASU
12
2023-09 in the fourth quarter of 2025 and applied it prospectively, as disclosed in Note 8, Income Taxes. The adoption did not have an impact on our consolidated financial statements.
In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software. The ASU issued updated guidance on accounting for internal-use software, effective for annual reporting periods beginning after December 15, 2027, with early adoption permitted. The amendments modernize guidance to consider different methods of software development, updating the requirements for capitalization of software costs. The adoption of this ASU is not expected to have a material impact on the Company’s consolidated financial statements and related disclosures.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which amends Topic 326 to provide for a practical expedient for all entities and an accounting policy election for entities other than public business entities related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under FASB ASU 2016-10, Revenue from Contracts with Customers (Topic 606). All entities may elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. The amendments will be effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted. Entities should apply the new guidance prospectively. We are currently evaluating the potential impact of electing the practical expedient and do not expect it to have a material impact on our condensed consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses. The ASU primarily requires companies to disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. The new guidance will be effective for the Company’s year ending December 31, 2027 and interim periods during the year ended December 31, 2028. Management is currently evaluating the impact of this guidance.
Reclassifications—Certain reclassifications have been made to prior period consolidated statements of cash flows to conform to current period presentation. These reclassifications have
2. EARNINGS PER SHARE
Basic earnings per share is computed by dividing net income attributable to common stockholders by the weighted-average number of common shares outstanding during the reporting period. Diluted earnings per share is computed similar to basic earnings per share except that it reflects the potential dilution that could occur if dilutive securities or other obligations to issue common stock were exercised or converted into common stock.
The computations for basic and diluted earnings (loss) per share for the years ended December 31, 2025, 2024 and 2023 are as follows:
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Net income |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Weighted-average common shares outstanding — basic |
|
|
|
|
|
|
|
|
|
|||
Effect of stock options and restricted stock units |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Weighted-average common shares outstanding — diluted |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Basic earnings per share |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Diluted earnings per share |
|
$ |
|
|
$ |
|
|
$ |
|
|||
For the years ended December 31, 2025, 2024 and 2023,
13
3. PROPERTY AND EQUIPMENT
Property and equipment at December 31, 2025 and 2024 are as follows:
|
|
2025 |
|
|
2024 |
|
||
|
|
|
|
|
|
|
||
Land |
|
$ |
|
|
$ |
|
||
Buildings and improvements |
|
|
|
|
|
|
||
Furniture and fixtures |
|
|
|
|
|
|
||
Operating equipment |
|
|
|
|
|
|
||
Construction in progress |
|
|
|
|
|
|
||
Total property and equipment |
|
|
|
|
|
|
||
Accumulated depreciation |
|
|
( |
) |
|
|
( |
) |
Property and equipment—net |
|
$ |
|
|
$ |
|
||
Operating equipment of $
Depreciation expense was $
4. LEASES
The Company leases certain operating equipment and office facilities under long-term operating leases expiring at various dates through 2030. Leases with an initial term greater than twelve months are recorded on the Company’s balance sheet as an operating or finance lease asset and operating or finance lease liability. Operating leases are included in operating lease assets, operating lease liabilities, and operating lease liabilities noncurrent in the Company's consolidated balance sheets. Finance leases are included in other assets, lease liabilities, and other in the Company's consolidated balance sheets and are measured at the present value of lease payments over the lease term. Substantially all of the Company’s leases are classified as operating leases. Leases with an initial term of twelve months or less with purchase options or extension options that are not reasonably certain to be exercised are not recorded on the balance sheet. The Company recognizes lease expense for these leases on a straight-line basis over the lease term.
The equipment leases contain renewal or purchase options that specify prices at the then fair value upon the expiration of the lease terms. The leases also contain default provisions that are triggered by an acceleration of debt maturity under the terms of the Company’s ABL Credit Agreement, or, in certain instances, cross default to other equipment leases and certain lease arrangements require that the Company maintain certain financial ratios comparable to those required by its ABL Credit Agreement. Additionally, the leases typically contain provisions whereby the Company indemnifies the lessors for the tax treatment attributable to such leases based on the tax rules in place at lease inception. The tax indemnifications do not have a contractual dollar limit. To date, no lessors have asserted any claims against the Company under these tax indemnification provisions.
The exercise of lease renewal options is at the Company’s sole discretion and is considered in the measurement of operating lease assets and operating lease liabilities when it is reasonably certain the Company will exercise the option. Certain leases also include options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise.
On
14
Lease costs
The Company’s lease costs are recorded in costs of contract revenues and general and administrative expenses. For the years ended December 31, 2025, 2024 and 2023, respectively, lease costs are as follows:
Lease terms and commitments
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Operating lease costs |
$ |
|
|
$ |
|
|
$ |
|
|||
Finance lease costs |
|
|
|
|
|
|
|
|
|||
Amortization of finance lease assets |
|
|
|
|
|
|
|
|
|||
Interest expense on lease liabilities |
|
|
|
|
|
|
|
|
|||
Short-term lease costs |
|
|
|
|
|
|
|
|
|||
Total lease cost |
$ |
|
|
$ |
|
|
$ |
|
|||
As recorded on the balance sheet, the Company’s maturity analysis of its operating lease liabilities as of December 31, 2025 is as follows:
|
Operating |
|
|
Finance |
|
||
2026 |
$ |
|
|
$ |
|
||
2027 |
|
|
|
|
|
||
2028 |
|
|
|
|
|
||
2029 |
|
|
|
|
— |
|
|
2030 |
|
|
|
|
— |
|
|
Thereafter |
|
|
|
|
— |
|
|
Minimum lease payments |
|
|
|
|
|
||
Imputed interest |
|
( |
) |
|
|
( |
) |
Present value of minimum lease liabilities |
$ |
|
|
$ |
|
||
As most of the Company’s leases do not provide an implicit rate, the Company used its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.
Additional information related to the Company’s leases as of December 31, 2025, 2024 and 2023 respectively, is as follows:
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Operating |
|
|
|
|
|
|
|
|
|||
Weighted average remaining lease term (years) |
|
|
|
|
|
|
|
|
|||
Weighted average discount rate |
|
% |
|
|
% |
|
|
% |
|||
Finance |
|
|
|
|
|
|
|
|
|||
Weighted average remaining lease term (years) |
|
|
|
|
|
|
|
|
|||
Weighted average discount rate |
|
% |
|
|
% |
|
|
% |
|||
Supplemental balance sheet information related to finance leases as of December 31, 2025 and 2024 respectively, is as follows:
|
2025 |
|
|
2024 |
|
||
Finance lease assets: |
|
|
|
|
|
||
Other noncurrent assets |
$ |
|
|
$ |
|
||
Accumulated depreciation |
|
( |
) |
|
|
( |
) |
Total other |
$ |
|
|
$ |
|
||
|
|
|
|
|
|
||
Finance lease liabilities: |
|
|
|
|
|
||
Accrued expenses |
|
|
|
|
|
||
Other noncurrent liabilities |
|
|
|
|
|
||
Total finance |
$ |
|
|
$ |
|
||
15
Supplemental cash flow information related to leases during the years ended December 31, 2025, 2024 and 2023 respectively, is as follows:
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Operating cash flows from operating leases |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Operating cash flows from finance leases |
|
|
|
|
( |
) |
|
|
( |
) |
|
Financing cash flows from finance leases |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Lease liabilities arising from obtaining new operating lease assets |
|
|
|
|
|
|
|
|
|||
Lease liabilities arising from obtaining new finance lease assets |
|
( |
) |
|
|
|
|
|
|
||
5. ACCRUED EXPENSES
Accrued expenses at December 31, 2025 and 2024 were as follows:
|
|
2025 |
|
|
2024 |
|
||
|
|
|
|
|
|
|
||
Payroll and employee benefits |
|
$ |
|
|
$ |
|
||
Insurance |
|
|
|
|
|
|
||
Interest |
|
|
|
|
|
|
||
Fuel hedge contracts |
|
|
|
|
|
|
||
Income and other taxes |
|
|
|
|
|
|
||
Finance lease liabilities |
|
|
|
|
|
|
||
Contract reserves |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Total accrued expenses |
|
$ |
|
|
$ |
|
||
6. LONG-TERM DEBT
Long-term debt at December 31, 2025 and 2024 were as follows:
|
|
2025 |
|
|
2024 |
|
||
Revolving credit facility |
|
$ |
|
|
$ |
|
||
Second lien credit agreement |
|
|
— |
|
|
|
|
|
2029 Notes |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
Second lien credit agreement
On April 24, 2024, the Company, Great Lakes Dredge & Dock Company, LLC, NASDI Holdings, LLC, Great Lakes Environmental & Infrastructure Solutions, LLC, Great Lakes U.S. Fleet Management, LLC, and Drews Services LLC (collectively, the “Credit Parties”) entered into a $
Credit agreement
On April 24, 2024, the Credit Parties, PNC Bank, National Association (“PNC”), as agent for the lenders, and certain financial institutions party thereto entered into an amendment to the ABL Credit Agreement described below (the “ABL Amendment”). The ABL Amendment (w) eliminates the Company’s ability to increase the commitments under the senior secured revolving credit facility (x) modifies the pricing of loans and undrawn commitments as summarized below and (y) makes certain other customary changes in connection with the Credit Parties’ entry into the Second Lien Credit Agreement. The Company has availability of up to $
16
The ABL Amendment modifies the Applicable Margin for Advances (each as defined in the ABL Amendment) as follows: (i) following the ABL Amendment closing date through and including the date immediately prior to the date on which the Borrowing Base Certificate is required to be delivered for most recently completed fiscal quarter (commencing with the fiscal quarter ending on September 30, 2024) (the “Adjustment Date”), (a) the Applicable Margin for Domestic Rate Loans Advances is
On May 2, 2025, the Credit Parties, PNC, as agent for the lenders, and certain financial institutions party thereto entered into an amendment to the ABL Credit Agreement (the “ABL Second Amendment”). The ABL Second Amendment increased the aggregate principal amount of the Company’s senior secured revolving credit facility from $
On October 24, 2025 the Credit Parties, PNC, as agent for the lenders, and certain financial institutions party thereto entered into an amendment to the ABL Credit Agreement (the “ABL Third Amendment”), increasing the aggregate principal amount of the Company’s senior secured revolving credit facility from $
On July 29, 2022, the Credit Parties entered into a second amended and restated revolving credit and security agreement (as amended by the ABL Amendment, the ABL Second Amendment and the ABL Third Amendment (together, the “Amendments”), and as may be further amended, supplemented or otherwise modified from time to time, the “ABL Credit Agreement”) with certain financial institutions from time to time party thereto as lenders, PNC Bank, National Association, as Agent (the “Agent”), PNC Capital Markets, CIBC Bank USA, Bank of America, N.A. and Truist Securities, Inc., as Joint Lead Arrangers and Joint Bookrunners, CIBC Bank USA and Truist Bank as Co-Syndication Agents, Bank of America, N.A., as Documentation Agent and PNC Bank National Association, as Green Loan Coordinator. The ABL Credit Agreement amended and restated the prior ABL Credit Agreement dated as of May 3, 2019 by and among the financial institutions from time to time party thereto as lenders, the Agent and the Credit Parties party thereto such that the terms and conditions of the prior credit agreement had been subsumed and replaced in their entirety by the terms and conditions of the ABL Credit Agreement, including the amount available under the revolving credit facility. The terms of the ABL Credit Agreement, other than as set forth in the Amendments above, are summarized below.
The maximum borrowing capacity under the ABL Credit Agreement is determined by a formula and may fluctuate depending on the value of the collateral included in such formula at the time of determination.
The ABL Credit Agreement contains a green loan option where the Company can borrow at the lower interest rates described below so long as such funds are used to fund capital investments related to renewable energy and clean transportation projects and are consistent with green loan principles. The green loan option is subject to a $
The ABL Credit Agreement contains customary representations and affirmative and negative covenants, including a springing financial covenant that requires the Credit Parties to maintain a fixed charge coverage ratio (ratio of earnings before income taxes, depreciation and amortization, net interest expenses, non-cash charges and losses and certain other non-recurring charges, minus capital expenditures, income and franchise taxes, to net cash interest expense plus scheduled cash principal payments with respect to debt plus restricted payments paid in cash) of not less than
17
under the ABL Credit Agreement, finance ongoing working capital, for other general corporate purposes, and with respect to any green loan, fund capital investments related to renewable energy and clean transportation projects.
The obligations under the ABL Credit Agreement are secured by substantially all of the assets of the Credit Parties. The outstanding obligations thereunder shall be secured by a valid first priority perfected lien on substantially all of the U.S. flagged and located vessels of the Credit Parties and a valid perfected lien on all domestic accounts receivable and substantially all other assets of the Credit Parties, subject to the permitted liens and interests of other parties (including the Company’s surety bonding providers).
The Company had $
Senior notes and subsidiary guarantors
In May 2021, the Company sold $
The Company’s obligations under these 2029 Notes are guaranteed by each of the Company’s existing and future
The weighted average interest rate on the Company’s total outstanding borrowings, after adjusting for the effects of interest rate swaps, was
Other
The scheduled principal payments through the maturity date of the Company’s long-term debt at December 31, 2025, are as follows:
Years Ending December 31, |
|
|
|
|
2026 |
|
$ |
— |
|
2027 |
|
|
— |
|
2028 |
|
|
— |
|
2029 |
|
|
|
|
2030 |
|
|
— |
|
Thereafter |
|
|
— |
|
Total |
|
$ |
|
|
The Company incurred amortization of deferred financing fees for its long-term debt of $
7. FAIR VALUE MEASUREMENTS
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. A fair value hierarchy has been established by GAAP that requires an entity to maximize the use of observable
18
inputs and minimize the use of unobservable inputs when measuring fair value. The accounting guidance describes three levels of inputs that may be used to measure fair value:
Level 1—Quoted prices in active markets for identical assets or liabilities.
Level 2—Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
The Company is exposed to counterparty credit risk associated with non-performance of its various derivative instruments. The Company’s risk would be limited to any unrealized gains on current positions. To help mitigate this risk, the Company transacts only with counterparties that are rated as investment grade or higher. In addition, all counterparties are monitored on a continuous basis.
The Company utilizes the market approach to measure fair value for its financial assets and liabilities. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. At times, the Company holds certain derivative contracts that it uses to manage foreign currency risk or commodity price risk. The Company does not hold or issue derivatives for speculative or trading purposes.
|
|
|
|
Fair Value at |
|
|||||||||||||
|
|
Fair Value |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Hierarchy |
|
December 31, 2025 |
|
|
December 31, 2024 |
|
||||||||||
|
|
Levels |
|
Assets |
|
|
Liabilities |
|
|
Assets |
|
|
Liabilities |
|
||||
Derivatives designated as cash flow hedging instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
2 |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
||||
|
2 |
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|||
Total derivatives |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Fuel hedge contracts
The Company is exposed to certain market risks, primarily commodity price risk as it relates to the diesel fuel purchase requirements, which occur in the normal course of business. The Company enters into heating oil commodity swap contracts to hedge the risk that fluctuations in diesel fuel prices will have an adverse impact on cash flows associated with its domestic dredging contracts. The Company’s goal is to hedge approximately
As of December 31, 2025, the Company was party to various swap arrangements to hedge the price of a portion of its diesel fuel purchase requirements for work in its backlog to be performed through May 2027. As of December 31, 2025, there were
At December 31, 2025 and 2024, the fair value liability of the fuel hedge contracts were estimated to be $
Interest rate swaps
The Company is exposed to certain market risks, including interest rate risks related to the floating interest rates on its variable rate debt. The Company has entered into interest rate swaps to convert a portion of its variable rate debt into fixed-rate debt and hedge the risk that fluctuations in interest rates could have an adverse impact on net interest expense.
As of December 31, 2025, the Company was party to
19
the notional amount and receive payments from the counterparty based on the 30-day SOFR rate, effectively modifying the Company’s exposure to interest rate risk by converting a portion of its floating-rate debt to a fixed interest rate of
As of December 31, 2025 the fair value liability of the Company’s interest rate swap was $
Assets and liabilities measured at fair value on a nonrecurring basis
All other nonfinancial assets and liabilities measured at fair value in the financial statements on a nonrecurring basis are subject to fair value measurements and disclosures. Nonfinancial assets and liabilities included in the consolidated balance sheets and measured on a nonrecurring basis consist of goodwill and long-lived assets. Goodwill and long-lived assets are measured at fair value to test for and measure impairment, if any, at least annually for goodwill or when necessary for both goodwill and long-lived assets.
Accumulated other comprehensive income
Changes in the components of the accumulated balances of other comprehensive income are as follows:
|
|
2025 |
|
|
2024 |
|
||
Derivatives: |
|
|
|
|
|
|
||
Fuel Hedge Contracts |
|
|
|
|
|
|
||
Reclassification of derivative losses to earnings—net of tax |
|
$ |
|
|
$ |
|
||
Change in fair value of derivatives—net of tax |
|
|
( |
) |
|
|
( |
) |
Net change in cash flow derivative fuel hedges—net of tax |
|
$ |
( |
) |
|
$ |
|
|
|
|
|
|
|
|
|
||
Foreign Currency Exchange Hedge Contracts |
|
|
|
|
|
|
||
Reclassification of derivative losses to earnings—net of tax |
|
$ |
— |
|
|
$ |
|
|
Change in fair value of derivatives—net of tax |
|
|
— |
|
|
|
( |
) |
Net change in cash flow derivative foreign currency hedges—net of tax |
|
$ |
— |
|
|
$ |
( |
) |
|
|
|
|
|
|
|
||
Interest Rate Swaps |
|
|
|
|
|
|
||
Reclassification of derivative gains to earnings—net of tax |
|
$ |
( |
) |
|
$ |
( |
) |
Change in fair value of derivatives—net of tax |
|
|
( |
) |
|
|
|
|
Net change in cash flow derivative foreign currency hedges—net of tax |
|
$ |
( |
) |
|
$ |
|
|
Total net change in cash flow derivative hedges - net of tax |
|
$ |
( |
) |
|
$ |
|
|
Adjustments reclassified from accumulated balances of other comprehensive income to earnings are as follows:
|
|
Statement of Operations Location |
|
2025 |
|
|
2024 |
|
||
Derivatives: |
|
|
|
|
|
|
|
|
||
Fuel hedge contracts |
|
Costs of contract revenues |
|
$ |
|
|
$ |
|
||
Foreign currency exchange hedge contracts |
|
Other income |
|
|
— |
|
|
|
|
|
Interest rate swaps |
|
Interest expense—net |
|
|
( |
) |
|
|
( |
) |
|
|
Income tax (expense) benefit |
|
|
( |
) |
|
|
|
|
|
|
|
|
$ |
( |
) |
|
$ |
|
|
20
Other financial instruments
The carrying value of financial instruments included in current assets and current liabilities approximates fair value due to the short-term maturities of these instruments. Based on timing of the cash flows and comparison to current market interest rates, the carrying values of the ABL Amendment approximate fair value at December 31, 2025. In May 2021, the Company sold $
8. INCOME TAXES
The Company’s income tax provision for the years ended December 31, 2025, 2024 and 2023 are as follows:
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Income tax provision |
|
$ |
|
|
$ |
|
|
$ |
|
|||
The Company’s income before income tax from domestic and foreign operations for the years ended December 31, 2025, 2024 and 2023 are as follows:
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Domestic operations |
|
$ |
|
|
|
|
|
$ |
|
|||
Foreign operations |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Total income before income taxes |
|
$ |
|
|
$ |
|
|
$ |
|
|||
The provision for income taxes as of December 31, 2025, 2024 and 2023 is as follows:
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Federal: |
|
|
|
|
|
|
|
|
|
|||
Current |
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
Deferred |
|
|
|
|
|
|
|
|
|
|||
State: |
|
|
|
|
|
|
|
|
|
|||
Current |
|
|
|
|
|
|
|
|
|
|||
Deferred |
|
|
|
|
|
|
|
|
|
|||
Foreign: |
|
|
|
|
|
|
|
|
|
|||
Current |
|
|
|
|
|
( |
) |
|
|
|
||
Deferred |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|||
We adopted ASU 2023-09 “Income Taxes (Topic: 740): Improvements to Income Tax Disclosures” on a prospective basis beginning with the year ended December 31, 2025. The Company’s income tax provision reconciles to the provision at the statutory U.S. federal income tax rate of
|
|
|
|
|
|
|
|
|
|
2025 |
|
|||||
|
|
|
|
|
|
|
|
|
|
Amount |
|
|
Percent |
|
||
Tax provision at statutory U.S. federal income tax rate |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
% |
||
State income tax — net of federal income tax benefit (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Foreign tax effects |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Tax credits |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
Nontaxable or nondeductible items |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Nondeductible officer compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Income tax provision |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
% |
||
21
The Company’s income tax provision reconciles to the provision at the statutory U.S. federal income tax rate of
|
|
2024 |
|
|
2023 |
|
||
Tax provision at statutory U.S. federal income tax rate |
|
|
|
|
|
|
||
State income tax — net of federal income tax benefit |
|
|
|
|
|
|
||
Research and development tax credits |
|
|
( |
) |
|
|
( |
) |
Nondeductible officer compensation |
|
|
|
|
|
|
||
Stock based compensation |
|
|
|
|
|
|
||
Other |
|
|
( |
) |
|
|
|
|
Income tax provision |
|
$ |
|
|
$ |
|
||
On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was signed into law, which, among other things, includes a broad range of tax reform provisions that may affect the Company's financial results. The OBBBA allows an elective deduction for domestic research and development, permanent reinstatement of bonus depreciation on qualified property and modifications to the calculation for excess business interest expense limitation under §163(j) to the current tax estimate, among other provisions. The OBBBA includes multiple effective dates, with certain provisions effective in 2025 and other phased in through 2027. There were no material impacts of the OBBBA on the Company’s tax provision for 2025. The future impacts of the tax related provisions in the OBBBA will depend on our facts in each year and anticipated guidance from the U.S. Department of the Treasury.
At December 31, 2025 and 2024, the Company had loss carryforwards for federal income tax purposes of $
At December 31, 2025 and 2024, the Company had gross net operating loss carryforwards for state income tax purposes totaling $
The Company also has
The Company’s policy is to recognize interest and penalties related to income tax matters in income tax expense. As of December 31, 2025, 2024 and 2023 the Company had
The Organisation for Economic Co-operation and Development has proposed a global minimum tax of
The Company files income tax returns at the U.S. federal level and in various state and foreign jurisdictions. U.S. federal income tax years prior to 2022 are closed and no longer subject to examination. With few exceptions, the statute of limitations in state taxing jurisdictions in which the Company operates has expired for all years prior to 2021. In foreign jurisdictions in which the Company operates, years prior to 2021 are closed and are no longer subject to examination.
22
The Company’s deferred tax assets (liabilities) at December 31, 2025 and 2024 are as follows:
|
|
2025 |
|
|
2024 |
|
||
Deferred tax assets: |
|
|
|
|
|
|
||
Operating lease assets |
|
$ |
|
|
$ |
|
||
Accrued liabilities |
|
|
|
|
|
|
||
Federal NOLs and interest limitations |
|
|
|
|
|
|
||
State NOLs |
|
|
|
|
|
|
||
Research costs |
|
|
— |
|
|
|
|
|
Tax credit carryforwards |
|
|
|
|
|
|
||
Valuation allowance |
|
|
( |
) |
|
|
( |
) |
Total deferred tax assets |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Deferred tax liabilities: |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
( |
) |
|
|
( |
) |
Operating lease liabilities |
|
|
( |
) |
|
|
( |
) |
Other liabilities |
|
|
— |
|
|
|
( |
) |
Total deferred tax liabilities |
|
|
( |
) |
|
|
( |
) |
Net noncurrent deferred tax liabilities |
|
$ |
( |
) |
|
$ |
( |
) |
Deferred tax assets relate primarily to reserves and other liabilities for costs and expenses not currently deductible for tax purposes as well as net operating loss and other carryforwards. Deferred tax liabilities relate primarily to the cumulative difference between book depreciation and amounts deducted for tax purposes. The Company evaluates its ability to realize deferred tax assets by considering all available positive and negative evidence. This evidence includes its cumulative earnings or losses in recent years. The Company further considers the impact on these cumulative earnings or losses of discontinued operations and other divested operations and joint ventures, restructuring charges and other nonrecurring adjustments that are not indicative of its ability to generate taxable income in future periods. The Company also considers sources of taxable income, such as the amount and timing of realization of its deferred tax liabilities relative to the timing of expiration of loss carryforwards. When it is estimated to be more likely than not that all or some portion of deferred tax assets will not be realized, the Company establishes a valuation allowance for the amount of such deferred tax assets considered to be unrealizable. After evaluating the positive and negative evidence for future realization of deferred tax assets, the Company recorded valuation allowances for certain state net operating loss carryforwards to reduce the balance of these deferred tax assets at December 31, 2025 and 2024 as it was more likely than not that the balance of these tax items would not be realized. By contrast, after evaluating the positive and negative evidence, the Company concluded that it was more likely than not that the deferred federal income tax asset and remaining state net operating loss carryforwards recorded at December 31, 2025 and 2024 would ultimately be realized and determined that
We adopted ASU 2023-09 on a prospective basis for the year ended December 31, 2025 and have included the following table as a result of our adoption, which represents income taxes paid, net of refunds received, for the year ended December 31, 2025:
|
|
|
|
|
|
2025 |
|
|
Income taxes paid, net of refunds |
|
|
|
|
|
|
|
|
Federal |
|
|
|
|
|
$ |
|
|
State |
|
|
|
|
|
|
|
|
New Jersey |
|
|
|
|
|
|
|
|
Texas |
|
|
|
|
|
|
|
|
Florida |
|
|
|
|
|
|
|
|
New York |
|
|
|
|
|
|
|
|
Virginia |
|
|
|
|
|
|
|
|
Other States |
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
$ |
|
|
Below is a summary of income taxes paid for years ended December 31, 2024 and 2023:
|
|
|
|
2024 |
|
|
2023 |
|
||
Income taxes paid, net of refunds |
|
|
|
|
|
|
|
|
||
23
9. SHARE-BASED COMPENSATION
On May 5, 2021, the Company’s stockholders approved the Great Lakes Dredge & Dock Corporation 2021 Long-Term Incentive Plan (the “Incentive Plan”), which previously had been approved by the Company’s board of directors subject to stockholder approval. The Incentive Plan replaces the 2017 Long-Term Incentive Plan (the “Prior Plan”) and is largely based on the Prior Plan, but with updates to the available shares and other administrative changes. The Incentive Plan permits the granting of stock options, stock appreciation rights, restricted stock and restricted stock units to the Company’s employees and directors for up to
Compensation cost charged to expense related to share-based compensation arrangements was $
Non-qualified stock options
The NQSO awards were granted with an exercise price equal to the market price of the Company’s common stock at the date of grant.
The fair value of the NQSOs was determined at the grant date using a Black-Scholes option pricing model, which requires the Company to make several assumptions. The risk-free interest rate is based on the U.S. Treasury yield curve in effect for the expected term of the option at the time of grant. The annual dividend yield on the Company’s common stock is based on estimates of future dividends during the expected term of the NQSOs. The expected life of the NQSOs was determined from historical exercise data providing a reasonable basis upon which to estimate the expected life. The volatility assumptions were based on historical volatility of Great Lakes. There is not an active market for options on the Company’s common stock and, as such, implied volatility for the Company’s stock was not considered. Additionally, the Company’s general policy is to issue new shares of registered common stock to satisfy stock option exercises or grants of restricted stock.
There were
Restricted stock units
Non-vested Restricted Stock Units |
|
Shares |
|
|
Weighted-Average |
|
||
Outstanding as of January 1, 2025 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
|
|
||
Vested |
|
|
( |
) |
|
|
|
|
Forfeited |
|
|
( |
) |
|
|
|
|
Outstanding as of December 31, 2025 |
|
|
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Expected to vest at December 31, 2025 |
|
|
|
|
$ |
|
||
As of December 31, 2025, there was $
24
The Incentive Plan permits the employee to use vested shares from RSUs to satisfy the grantee’s U.S. federal income tax liability resulting from the issuance of the shares through the Company’s retention of that number of common shares having a market value as of the vesting date equal to such tax obligation up to the minimum statutory withholding requirements. The amount related to shares used for such tax withholding obligations was approximately $
Director compensation
The Company uses a combination of cash and share-based compensation to attract and retain qualified candidates to serve on its board of directors. Compensation is paid to non-employee directors. Directors who are employees receive no additional compensation for services as members of the board of directors or any of its committees. Share-based compensation is paid pursuant to the Incentive Plan. Each non-employee director of the Company receives an annual retainer of $
In the years ended December 31, 2025, 2024 and 2023,
10. REVENUE
The Company’s revenue is derived from contracts for services with federal, state, local and foreign governmental entities and private customers. Revenues are generally derived from the enhancement or preservation of navigability of waterways or the protection of shorelines through the removal or replenishment of soil, sand or rock.
Performance obligations
A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account upon which the Company’s revenue is calculated. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue as the performance obligation is satisfied. Fixed-price contracts, which comprise substantially all of the Company’s revenue, will most often represent a single performance obligation as the promise to transfer the individual services is not separately identifiable from other promises in the contracts and, therefore, not distinct.
The Company’s performance obligations are satisfied over time and revenue is recognized using contract fulfillment costs incurred to date compared to total estimated costs at completion, also known as cost-to-cost, to measure progress towards completion. As the Company’s performance creates an asset that the customer controls, this method provides a faithful depiction of the transfer of an asset to the customer. Generally, the Company has an enforceable right to payment for performance completed to date.
The majority of the Company’s contracts are completed in a year or less. At December 31, 2025, the Company had $
Transaction price
The transaction price is calculated using the Company’s estimated costs to complete a project plus a profit margin. These costs are based on the types of equipment required to perform the specified service, project site conditions, the estimated project duration, seasonality, location and complexity of a project.
The nature of the Company’s contracts gives rise to several types of variable consideration, including pay on quantity dredged for dredging projects and dredging project contract modifications. Estimated pay quantity is the amount of material the Company expects to dredge for which it will receive payment. Estimated quantity to be dredged is calculated using engineering estimates based on current survey data and the Company’s knowledge based on historical project experience.
25
Revenue by category
Domestically, the Company’s work generally is performed in coastal waterways and deep-water ports. The U.S. dredging market consists of four primary types of work: capital, coastal protection and maintenance. Foreign projects typically involve capital work.
The following table sets forth, by type of work, the Company’s contract revenues for the years ended December 31, 2025, 2024 and 2023:
Revenues |
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Capital |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Coastal protection |
|
|
|
|
|
|
|
|
|
|||
Maintenance |
|
|
|
|
|
|
|
|
|
|||
Total dredging revenues |
|
|
|
|
|
|
|
|
|
|||
Offshore energy |
|
|
|
|
|
— |
|
|
|
|
||
Total revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|||
The following table sets forth, by type of customer, the Company’s contract revenues for the years ended December 31, 2025, 2024 and 2023:
Revenues |
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Federal government |
|
$ |
|
|
$ |
|
|
$ |
|
|||
State and local government |
|
|
|
|
|
|
|
|
|
|||
Private |
|
|
|
|
|
|
|
|
|
|||
Total dredging revenues |
|
|
|
|
|
|
|
|
|
|||
Offshore energy - private |
|
|
|
|
|
— |
|
|
|
|
||
Total revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Contract balances
Billings on contracts are generally submitted after verification with the customers of physical progress and are recognized as accounts receivable in the balance sheet. For billings that do not match the timing of revenue recognition, the difference between amounts billed and recognized as revenue is reflected in the balance sheet as either contract revenues in excess of billings or billings in excess of contract revenues. Certain pre-contract and pre-construction costs are capitalized and reflected as contract assets in the balance sheet. Customer advances, deposits and commissions are reflected in the balance sheet as contract liabilities.
Accounts receivable at December 31, 2025 and 2024 are as follows:
|
|
2025 |
|
|
2024 |
|
||
Completed contracts |
|
$ |
|
|
$ |
|
||
Contracts in progress |
|
|
|
|
|
|
||
Retainage |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Allowance for credit losses |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
||
Total accounts receivable—net |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
26
The components of contracts in progress at December 31, 2025 and 2024 are as follows:
|
|
2025 |
|
|
2024 |
|
||
Costs and earnings in excess of billings: |
|
|
|
|
|
|
||
Costs and earnings for contracts in progress |
|
$ |
|
|
$ |
|
||
Amounts billed |
|
|
( |
) |
|
|
( |
) |
Costs and earnings in excess of billings for contracts in progress |
|
|
|
|
|
|
||
Costs and earnings in excess of billings for completed contracts |
|
|
|
|
|
|
||
Total contract revenues in excess of billings |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Current portion of contract revenues in excess of billings |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Billings in excess of costs and earnings: |
|
|
|
|
|
|
||
Amounts billed |
|
$ |
( |
) |
|
$ |
( |
) |
Costs and earnings for contracts in progress |
|
|
|
|
|
|
||
Total billings in excess of contract revenues |
|
$ |
( |
) |
|
$ |
( |
) |
At December 31, 2025 and 2024, costs to fulfill contracts with customers recognized as other current assets were $
The Company’s largest domestic customer is the U.S. Army Corps of Engineers (the “Corps”), which has responsibility for federally funded projects related to navigation and flood control of U.S. waterways. In 2025, 2024 and 2023,
The Company derived revenues and gross loss from foreign project operations for the years ended December 31, 2025, 2024, and 2023, as follows:
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Contract revenues |
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
Costs of contract revenues |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Gross loss |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
In 2023, foreign revenues were primarily from work done in the Middle East. The majority of the Company’s long-lived assets are marine vessels and related equipment. At any point in time, the Company may employ certain assets outside of the U.S., as needed, to perform work on the Company’s foreign projects. As of December 31, 2024 and 2023, long-lived assets located outside of the U.S had
27
11. RETIREMENT PLANS
The Company sponsors
The Company also contributes to various multiemployer pension plans pursuant to collective bargaining agreements. In 2025, 2024 and 2023, the Company contributed $
The Company does not expect any future increased contributions to have a material negative impact on its financial position, results of operations or cash flows for future years. The risks of participating in multiemployer plans are different from single employer plans as assets contributed are available to provide benefits to employees of other employers and unfunded obligations from an employer that discontinues contributions are the responsibility of all remaining employers. In addition, in the event of a plan’s termination or the Company’s withdrawal from a plan, the Company may be liable for a portion of the plan’s unfunded vested benefits. However, information from the plans’ administrators is not available to permit the Company to determine its share, if any, of unfunded vested benefits.
12. COMMITMENTS AND CONTINGENCIES
Commercial commitments
Performance and bid bonds are customarily required for dredging and marine construction projects. The Company has bonding agreements with Argonaut Insurance Company, Liberty Mutual Insurance Company and Philadelphia Indemnity Insurance Company, (collectively, the “Sureties”) under which the Company can obtain performance, bid and payment bonds. The Company also currently has outstanding bonds with ACE Holdings, Travelers Casualty and Surety Company of America, Berkley Insurance Company and Zurich American Insurance Company. Bid bonds are generally obtained for a percentage of bid value and amounts outstanding typically range from $
Certain foreign projects performed by the Company have warranty periods, typically spanning no more than to
Legal proceedings and other contingencies
As is customary with negotiated contracts and modifications or claims to competitively bid contracts with the federal government, the government has the right to audit the books and records of the Company to ensure compliance with such contracts, modifications, or claims, and the applicable federal laws. The government has the ability to seek a price adjustment based on the results of such audit. Any such audits have not had, and are not expected to have, a material impact on the financial position, operations or cash flows of the Company.
Various legal actions, claims, assessments and other contingencies arising in the ordinary course of business are pending against the Company and certain of its subsidiaries. The Company will defend itself vigorously on all matters. These matters are subject to many uncertainties, and it is possible that some of these matters could ultimately be decided, resolved or settled adversely to the Company. Although the Company is subject to various claims and legal actions that arise in the ordinary course of business, the Company is not currently a party to any material legal proceedings or environmental claims. The Company records an accrual when it is probable a liability has been incurred and the amount of loss can be reasonably estimated. The Company does not believe any of these proceedings, individually or in the aggregate, would be expected to have a material effect on results of operations, cash flows or financial condition.
Lease obligations
28
The Company leases certain operating equipment and office facilities under long-term operating leases expiring at various dates through 2030. The equipment leases contain renewal or purchase options that specify prices at the then fair value upon the expiration of the lease terms. The leases also contain default provisions that are triggered by an acceleration of debt maturity under the terms of the Company’s ABL Credit Agreement, or, in certain instances, cross default to other equipment leases and certain lease arrangements require that the Company maintain certain financial ratios comparable to those required by its ABL Credit Agreement. Additionally, the leases typically contain provisions whereby the Company indemnifies the lessors for the tax treatment attributable to such leases based on the tax rules in place at lease inception. The tax indemnifications do not have a contractual dollar limit. To date, no lessors have asserted any claims against the Company under these tax indemnification provisions.
13. SEGMENT INFORMATION
The Company reports segment information based on the management approach which designates the internal reporting used by the Chief Operating Decision Maker (“CODM”), which is the Company’s, for making decisions and assessing performance as the source of the Company’s reportable segments. The Company has determined it has
As the Company operates in
The dredging segment provides dredging services, which generally involves the enhancement or preservation of the navigability of waterways or the protection of shorelines through the removal or replenishment of soil, sand or rock. The Company derives its revenue primarily in the United States and manages its business activities on a consolidated basis. The accounting policies of the dredging segment are the same as those described in the summary of significant accounting policies. The measure of segment assets is reported on the consolidated balance sheet as total consolidated assets.
Net income from the Company’s reportable segment is as follows:
|
|
2025 |
|
|
2024 |
|
||
Contract revenues |
|
$ |
|
|
$ |
|
||
Less: |
|
|
|
|
|
|
||
Direct contract cost |
|
|
|
|
|
|
||
Plant expenses excluding depreciation expense * |
|
|
|
|
|
|
||
Depreciation expense |
|
|
|
|
|
|
||
General and administrative expenses |
|
|
|
|
|
|
||
Other (gains) losses |
|
|
( |
) |
|
|
( |
) |
Interest expense |
|
|
|
|
|
|
||
Loss on extinguishment of debt |
|
|
|
|
|
— |
|
|
Interest income |
|
|
( |
) |
|
|
( |
) |
Other (income) expense |
|
|
( |
) |
|
|
( |
) |
Income tax provision |
|
|
|
|
|
|
||
Net income |
|
$ |
|
|
$ |
|
||
* Consists of indirect expenses that are allocated to contracts, including, but not limited to: maintenance, supplies, wear and insurance.
29
Great Lakes Dredge & Dock Corporation |
|
|||||||||||||||
Schedule II—Valuation and Qualifying Accounts |
|
|||||||||||||||
For the Years Ended December 31, 2025, 2024 and 2023 |
|
|||||||||||||||
(In thousands) |
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Beginning |
|
|
Additions |
|
|
Deductions |
|
|
Ending |
|
||||
Description |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Year ended December 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Allowances deducted from assets to which they apply: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Allowances for doubtful accounts |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|||
Valuation allowance for deferred tax assets |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Year ended December 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Allowances deducted from assets to which they apply: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Allowances for doubtful accounts |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
||
Valuation allowance for deferred tax assets |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||
Total |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Year ended December 31, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Allowances deducted from assets to which they apply: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Allowances for doubtful accounts |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
||
Valuation allowance for deferred tax assets |
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
|
||
Total |
|
$ |
|
|
$ |
( |
) |
|
$ |
— |
|
|
$ |
|
||
30
Part IV
Item 15. Exhibits, Financial Statement Schedules.
(a) Documents filed as part of this report
1. Financial Statements
The financial statements are incorporated by reference in Item 8 of this Report.
2. Financial Statement Schedules
All other schedules, except Schedule II—Valuation and Qualifying Accounts on page 30, are omitted because they are not required or the required information is shown in the financial statements or notes thereto.
3. Exhibits
The exhibits required to be filed by Item 601 of Regulation S-K are listed in the “Exhibit Index” which is attached hereto and incorporated by reference herein.
31
I. EXHIBIT INDEX
Number |
|
Document Description |
2.1 |
|
Amended and Restated Agreement and Plan of Merger dated as of December 22, 2003, among Great Lakes Dredge & Dock Corporation, GLDD Acquisitions Corp., GLDD Merger Sub, Inc. and Vectura Holding Company LLC. (Incorporated by reference to Great Lakes Dredge & Dock Corporation’s Current Report on Form 8-K filed with the Commission on January 6, 2004). |
|
|
|
2.2 |
|
Agreement and Plan of Merger by and among GLDD Acquisitions Corp., Aldabra Acquisition Corporation, and certain shareholders of Aldabra Acquisition Corporation and GLDD Acquisitions Corp., dated as of June 20, 2006. (Incorporated by reference to Great Lakes Dredge & Dock Corporation’s Current Report on Form 8-K filed with the Commission on June 22, 2006). |
|
|
|
2.3
|
|
Agreement and Plan of Merger, dated as of February 10, 2026, by and among Great Lakes Dredge & Dock Corporation, Saltchuk Resources, Inc. and Huron MergeCo., Inc. (Incorporated by reference to Great Lakes Dredge & Dock Corporation’s Current Report on Form 8-K filed with the Commission on February 11, 2026).
|
|
|
|
3.1 |
|
Second Amended and Restated Certificate of Incorporation of Great Lakes Dredge & Dock Corporation, effective May 9, 2024. (Incorporated by reference to Great Lakes Dredge & Dock Corporation’s Quarterly Report on Form 10-Q filed with the Commission on August 6, 2024). |
|
|
|
3.2 |
|
Second Amended and Restated Bylaws of Great Lakes Dredge & Dock Corporation, dated as of January 12, 2023. (Incorporated by reference to Great Lakes Dredge & Dock Corporation’s Current Report on Form 8-K filed with the Commission on January 19, 2023). |
|
|
|
3.3 |
|
Certificate of Ownership and Merger of Great Lakes Dredge & Dock Corporation with and into Great Lakes Dredge & Dock Holdings Corp. (Incorporated by reference to Great Lakes Dredge & Dock Corporation’s Current Report on Form 8-K filed with the Commission on December 29, 2006). |
|
|
|
4.1 |
|
Description of Great Lakes Dredge & Dock Corporation Securities Registered Pursuant to Section 12 of the Exchange Act. |
|
|
|
4.2 |
|
Specimen Common Stock Certificate for Great Lakes Dredge & Dock Corporation. (Incorporated by reference to Great Lakes Dredge & Dock Corporation’s Annual Report on Form 10-K filed with the Commission on March 22, 2007). |
|
|
|
4.3 |
|
Indenture, dated May 25, 2021, among Great Lakes Dredge & Dock Corporation, as Issuer, the guarantors party thereto, and Wells Fargo Bank, National Association, as Trustee, relating to the 2029 Notes (Incorporated by reference to Great Lakes Dredge & Dock Corporation’s Quarterly Report on Form 10-Q filed with the Commission on August 3, 2021). |
|
|
|
4.4 |
|
Form of 2029 Notes. (Incorporated by reference to Great Lakes Dredge & Dock Corporation’s Quarterly Report on Form 10-Q filed with the Commission on August 3, 2021).
|
|
|
|
10.1 |
|
Employment Agreement between Great Lakes Dredge & Dock Corporation and Lasse Petterson, dated as of April 28, 2017. (Incorporated by reference to Great Lakes Dredge & Dock Corporation’s Current Report on Form 8-K filed with the Commission on May 1, 2017). † |
|
|
|
10.2 |
|
Employment Agreement between Great Lakes Dredge & Dock Corporation and Scott Kornblau, dated as of September 29, 2021. (Incorporated by reference to Great Lakes Dredge & Dock Corporation’s Current Report on Form 8-K filed with the Commission on October 4, 2021). † |
|
|
|
10.3 |
|
Employment Agreement between Great Lakes Dredge & Dock Corporation and Vivienne Schiffer, dated as of December 7, 2020. (Incorporated by reference to Great Lakes Dredge & Dock Corporation’s Annual Report on Form 10-K filed with the Commission on February 23, 2022). † |
|
|
|
10.4 |
|
Employment Agreement between Great Lakes Dredge & Dock Corporation and Eleni Beyko, dated as of January 8, 2021. (Incorporated by reference to Great Lakes Dredge & Dock Corporation’s Annual Report on Form 10-K filed with the Commission on February 16, 2024). † |
|
|
|
10.5 |
|
Second Amended and Restated Great Lakes Dredge & Dock Company, LLC Annual Bonus Plan effective as of January 1, 2012. (Incorporated by reference to Great Lakes Dredge & Dock Corporation’s Current Report on Form 8-K filed with the Commission on January 17, 2012). †
|
32
Number |
|
Document Description |
10.6 |
|
401 (k) Savings Plan. (Incorporated by reference to Great Lakes Dredge & Dock Corporation’s Annual Report on Form 10-K filed with the Commission on March 30, 2005). † |
|
|
|
10.7 |
|
Amended and Restated Great Lakes Dredge & Dock Corporation Supplemental Savings Plan effective January 1, 2014. (Incorporated by reference to Great Lakes Dredge & Dock Corporation’s Annual Report on Form 10-K filed with the Commission on March 11, 2014). † |
|
|
|
10.8 |
|
Great Lakes Dredge & Dock Corporation Director Deferral Plan, adopted on November 8, 2017. (Incorporated by reference to Great Lakes Dredge & Dock Corporation’s Annual Report on Form 10-K filed with the Commission on February 28, 2018). † |
|
|
|
10.9 |
|
Form of Investor Rights Agreement among Aldabra Acquisition Corporation, Great Lakes Dredge & Dock Holdings Corp., Madison Dearborn Capital Partners IV, L.P., certain stockholders of Aldabra Acquisition Corporation and certain stockholders of GLDD Acquisitions Corp. (Incorporated by reference to Great Lakes Dredge & Dock Holding Corp.’s Registration Statement on Form S-4 filed with the Commission on August 24, 2006). |
|
|
|
10.10 |
|
Great Lakes Dredge & Dock Corporation 2017 Long-Term Incentive Plan. (Incorporated by reference to Great Lakes Dredge & Dock Corporation’s Current Report on Form 8-K filed with the Commission on May 17, 2017). † |
|
|
|
10.11 |
|
Great Lakes Dredge & Dock Corporation 2021 Long-Term Incentive Plan, as amended. (Incorporated by reference to Great Lakes Dredge & Dock Corporation’s Current Report on Form 8-K filed with the Commission on May 12, 2025). † |
|
|
|
10.12 |
|
Form of Great Lakes Dredge & Dock Corporation Restricted Stock Unit Award Agreement pursuant to the Great Lakes Dredge & Dock Corporation 2017 Long-Term Incentive Plan. (Incorporated by reference to Great Lakes Dredge & Dock Corporation’s Quarterly Report on Form 10-Q filed with the Commission on May 4, 2018). † |
|
|
|
10.13 |
|
Form of Great Lakes Dredge & Dock Corporation Performance-Based Restricted Stock Unit Award Agreement (Three Year Form) pursuant to the Great Lakes Dredge & Dock Corporation 2017 Long-Term Incentive Plan. (Incorporated by reference to Great Lakes Dredge & Dock Corporation’s Quarterly Report on Form 10-Q filed with the Commission on May 4, 2018). † |
|
|
|
10.14 |
|
Restricted Stock Unit Award Notice pursuant to the Great Lakes Dredge & Dock Corporation 2017 Long-Term Incentive Plan. (Incorporated by reference to Great Lakes Dredge & Dock Corporation’s Quarterly Report on Form 10-Q filed with the Commission on May 3, 2019). † |
|
|
|
10.15 |
|
Performance-Based Restricted Stock Unit Award Notice pursuant to the Great Lakes Dredge & Dock Corporation 2017 Long-Term Incentive Plan. (Incorporated by reference to Great Lakes Dredge & Dock Corporation’s Quarterly Report on Form 10-Q filed with the Commission on May 3, 2019). † |
|
|
|
10.16 |
|
Purchase Agreement, dated May 12, 2021, by and among the Company, certain subsidiary guarantors named therein and BofA Securities, Inc., as representative of the initial purchasers named therein. (Incorporated by reference to Great Lakes Dredge & Dock Corporation’s Current Report on Form 8-K filed with the Commission on May 18, 2021). |
|
|
|
10.17 |
|
Second Amended and Restated Revolving Credit and Security Agreement dated as of July 29, 2022 by and among Great Lakes Dredge & Dock Corporation, as Borrower, each other Credit Party party hereto from time to time, the financial institutions which are now or which hereafter become a party hereto as lenders, PNC Bank, National Association, as Agent, PNC Capital Markets, CIBC Bank USA, Bank of America, N.A. and Truist Securities, Inc., as Joint Lead Arrangers and Joint Bookrunners, CIBC Bank USA and Truist Bank as Co-Syndication Agents, Bank of America, N.A., as Documentation Agent and PNC Bank National Association, as Green Loan Coordinator. (Incorporated by reference to Great Lakes Dredge & Dock Corporation’s Current Report on Form 8-K filed with the Commission on August 1, 2022). |
|
|
|
10.18 |
|
Vessel Construction Agreement, dated June 5, 2020 by and between Conrad Shipyard, L.L.C., and Great Lakes Dredge & Dock Company, LLC. (Incorporated by reference to Great Lakes Dredge & Dock Corporation’s Quarterly Report on Form 10-Q filed with the Commission on August 4, 2020). (1) |
|
|
|
10.19 |
|
Vessel Construction Agreement, dated November 15, 2021 by and between Philly Shipyard Inc., and Great Lakes Dredge & Dock Company, LLC. (Incorporated by reference to Great Lakes Dredge & Dock Corporation’s Annual Report on Form 10-K filed with the Commission on February 23, 2022). (1) |
|
|
|
33
Number |
|
Document Description |
10.20 |
|
Consulting Agreement, dated December 1, 2022, between Great Lakes Dredge & Dock Company, LLC and David E. Simonelli. (Incorporated by reference to Great Lakes Dredge & Dock Corporation’s Quarterly Report on Form 10-Q filed with the Commission on May 2, 2023). |
|
|
|
10.21 |
|
Amendment No. 1 to Second Amended and Restated Revolving Credit and Security Agreement, dated April 24, 2024. (Incorporated by reference to Great Lakes Dredge & Dock Corporation’s Current Report on Form 8-K filed with the Commission on April 25, 2024). |
|
|
|
10.22
|
|
Amendment No. 2 to Second Amended and Restated Revolving Credit and Security Agreement, dated May 2, 2025. (Incorporated by reference to Great Lakes Dredge & Dock Corporation’s Quarterly Report on Form 10-Q filed with the Commission on August 5, 2025). |
|
|
|
10.23
|
|
Amendment No. 3 to Second Amended and Restated Revolving Credit and Security Agreement, dated October 24, 2025 (Incorporated by reference to Great Lakes Dredge & Dock Corporation’s Current Report on Form 8-K filed with the Commission on October 27, 2025). |
|
|
|
10.24
|
|
Form of Transaction Bonus Agreement. (Incorporated by reference to Great Lakes Dredge & Dock Corporation’s Current Report on Form 8-K filed with the Commission on February 11, 2026). † |
|
|
|
10.25
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Great Lakes Dredge & Dock Company, LLC Severance Pay Plan. (Incorporated by reference to Great Lakes Dredge & Dock Corporation’s Current Report on Form 8-K filed with the Commission on February 11, 2026). † |
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10.26
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Letter Agreement, dated as of February 10, 2026, by and among Great Lakes Dredge & Dock Corporation, Saltchuk Resources, Inc. and Lasse Petterson. (Incorporated by reference to Great Lakes Dredge & Dock Corporation’s Current Report on Form 8-K filed with the Commission on February 11, 2026). † |
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10.27
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Letter Agreement, dated as of February 10, 2026, by and among Great Lakes Dredge & Dock Corporation, Saltchuk Resources, Inc. and Scott Kornblau. (Incorporated by reference to Great Lakes Dredge & Dock Corporation’s Current Report on Form 8-K filed with the Commission on February 11, 2026). † |
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10.28
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Letter Agreement, dated as of February 10, 2026, by and among Great Lakes Dredge & Dock Corporation, Saltchuk Resources, Inc. and Vivienne R. Schiffer. (Incorporated by reference to Great Lakes Dredge & Dock Corporation’s Current Report on Form 8-K filed with the Commission on February 11, 2026). † |
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19 |
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Great Lakes Dredge & Dock Corporation Insider Trading Policy. |
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21 |
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Subsidiaries of Great Lakes Dredge & Dock Corporation. |
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23.1 |
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Consent of Deloitte & Touche LLP. |
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31.1 |
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Certification Pursuant to Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. * |
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31.2 |
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Certification Pursuant to Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. * |
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32.1 |
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Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. * |
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32.2 |
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Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. * |
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97 |
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Great Lakes Dredge & Dock Corporation Statement of Policy Regarding Incentive Compensation Recoupment. (Incorporated by reference to Great Lakes Dredge & Dock Corporation’s Annual Report on Form 10-K filed with the Commission on February 16, 2024). |
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101.INS |
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Inline XBRL Instance Document. * |
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101.SCH |
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Inline XBRL Taxonomy Extension Schema with embedded Linkbase documents. * |
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104 |
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Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) * |
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34
Portions of this exhibit have been omitted pursuant to Rule 601(b)(10) of Regulation S-K. The omitted information is not material and is the type of information that the Company treats as private and confidential.
* Filed herewith
† Compensatory plan or arrangement
35
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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Great Lakes Dredge & Dock Corporation |
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(registrant) |
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By: |
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/s/ Scott Kornblau |
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Scott Kornblau |
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Senior Vice President and Chief Financial Officer |
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(Principal Financial Officer and Duly Authorized Officer) |
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Date: March 6, 2026 |
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36
