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Great Lakes Dredge & Dock CORP

Great Lakes Dredge & Dock CORPGLDD決算レポート

Nasdaq · 産業 · 建築工事以外の重型建設請負業者

Great Lakes Dredge and Dock Company is an American company providing construction services in dredging and land reclamation, currently the largest such provider in the United States. GLD&D operates primarily in the United States but conducts one-quarter of its business overseas. The company was based in Oak Brook, Illinois, but in October 2020 relocated its corporate headquarters to Houston, Texas.

What changed in Great Lakes Dredge & Dock CORP's 10-K — 2024 vs 2025

Top changes in Great Lakes Dredge & Dock CORP's 2025 10-K

344 paragraphs added · 319 removed · 245 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

61 edited+22 added−16 removed87 unchanged
Beyko graduated with a Diploma from National Technical University Athens in Mechanical Engineering, Naval Architecture & Marine Engineering. She attended the University of Michigan where she earned her MSE, Naval Architecture and Marine Engineering, MSE Applied Mechanics, Mechanical Engineering, Master of Business Administration (MBA) and Ph.D., Naval Architecture and Marine Engineering. Vivienne R.
Beyko graduated with a Diploma from the National Technical University Athens in Mechanical Engineering, Naval Architecture & Marine Engineering. She attended the University of Michigan where she earned her MSE, Naval Architecture and Marine Engineering, MSE Applied Mechanics, Mechanical Engineering, Master of Business Administration (MBA) and Ph.D., Naval Architecture and Marine Engineering. Vivienne R.
Compliance with these statutes and regulations can delay appropriation and/or performance of particular projects and increase related project costs. Non-compliance can also result in fines, penalties and claims by third parties seeking damages for alleged personal injury, as well as damages to property and natural resources. 8 Certain environmental laws such as the U.S.
Compliance with these statutes and regulations can delay appropriation and/or performance of particular projects and increase related project costs. Non-compliance can also result in fines, penalties and claims by third parties seeking damages for alleged personal injury, as well as damages to property and natural resources. Certain environmental laws such as the U.S.
The Company continues to expect that future global energy demand will necessitate improvements in the energy infrastructure base and around sources of rich resources and in countries that import or export global energy. 4 For additional details regarding Operations, including financial information regarding our international and U.S. revenues and long-lived assets, see Item 7.
The Company continues to expect that future global energy demand will necessitate improvements in the energy infrastructure base and around sources of rich resources and in countries that import or export global energy. For additional details regarding Operations, including financial information regarding our international and U.S. revenues and long-lived assets, see Item 7.
“Management's Discussion and Analysis of Financial Condition and Results of Operations,” and Item 8. “Financial Statements and Supplementary Data” in this Annual Report on Form 10-K. Customers The dredging industry’s customers include federal, state and local governments, foreign governments and both domestic and foreign private concerns, such as utilities and oil and gas and other energy companies.
“Management's Discussion and Analysis of Financial Condition and Results of Operations,” and Item 8. “Financial Statements and Supplementary Data” in this Annual Report on Form 10-K. Customers The dredging industry’s customers include federal, state and local governments, foreign governments and both domestic and foreign private customers, such as utilities and oil and gas and other energy companies.
These vessels will greatly improve the safety and efficiency of pipe and anchor operations. The two vessels are the first Damen Multi Cats to be built in the U.S. and are fully compliant with the U.S. Coast Guard and the Corps stability criteria. The Company has numerous pieces of smaller equipment that support its dredging operations.
These vessels greatly improve the safety and efficiency of pipe and anchor operations. The two vessels are the first Damen Multi Cats to be built in the U.S. and are fully compliant with the U.S. Coast Guard and the Corps stability criteria. The Company has numerous pieces of smaller equipment that support its dredging operations.
Prior to joining AMEC, Mr. Petterson served in various executive and operational positions for Aker Maritime, Inc., the deepwater division of Aker Maritime ASA of Norway over the course of 20 years. He spent the first nine years of his career in various positions at Norwegian Contractors, an offshore oil & gas platform contractor. Mr.
Prior to joining AMEC, Mr. Petterson served in various executive and operational positions for Aker Maritime, Inc., the deepwater division of Aker Maritime ASA of Norway over the course of 20 years. He spent the first nine years of his career in various positions at Norwegian Contractors, 9 an offshore oil & gas platform contractor. Mr.
She was of counsel in the firm’s corporate and securities section from 2011 until 2020. She has over 40 years of experience and has held significant legal, business and operational leadership roles in the industrials sector. Ms. Schiffer earned a Bachelor of Science degree from the University of Central Arkansas and a Juris Doctor degree from Tulane University.
She was of counsel in the firm’s corporate and securities section from 2011 until 2020. She has over 40 years of experience and has held significant legal, business and operational leadership roles in the industrials sector. Ms. Schiffer 10 earned a Bachelor of Science degree from the University of Central Arkansas and a Juris Doctor degree from Tulane University.
Changes in weather patterns may cause a deviation from project weather allowances on a more frequent basis and consequently increase or decrease gross profit margin, as applicable, on a project-by-project basis. In a typical year, the Company works on many projects in multiple geographic locations and experiences both positive and negative deviations from project weather allowances.
Changes in weather patterns may cause a deviation from project weather allowances on a more frequent basis and consequently increase or decrease gross profit margin, as applicable, on a project-by-project basis. In a typical year, the Company works on many projects in multiple geographic locations 7 and experiences both positive and negative deviations from project weather allowances.
Additionally, as the offshore energy market develops in the U.S., port facilities will need to meet specific requirements to be able to service this industry. We anticipate these ports will require investments for port improvements that will include some dredging in order to serve as marshaling ports for various offshore energy projects.
Additionally, as the offshore energy market develops in the U.S., port facilities will need to meet specific requirements to be able to service this industry. We anticipate these ports will require investments for port improvements that will include some dredging in 4 order to serve as marshaling ports for various offshore energy projects.
The Company has thirteen scows in its fleet with a capacity ranging from 5,000 to 8,800 cubic yards. The Company placed into service three new scows during 2022, each 8,800 cubic yards in size. During 2023, the Company entered into a sale 6 leaseback transaction for the three scows placed into service in 2022.
The Company has thirteen scows in its fleet with a capacity ranging from 5,000 to 8,800 cubic yards. The Company placed into service three new scows during 2022, each 8,800 cubic yards in size. During 2023, the Company entered into a sale leaseback transaction for the three scows placed into service in 2022.
The Company’s backlog may fluctuate significantly from quarter to 7 quarter based upon the type and size of the projects the Company is awarded from the bid market. A quarterly increase or decrease of the Company’s backlog does not necessarily result in an improvement or a deterioration of the Company’s business.
The Company’s backlog may fluctuate significantly from quarter to quarter based upon the type and size of the projects the Company is awarded from the bid market. A quarterly increase or decrease of the Company’s backlog does not necessarily result in an improvement or a deterioration of the Company’s business.
The WRDA of 2022 (“WRDA 2022”) 3 included funding for deepening the New York and New Jersey shipping channels to 55 feet, as well as the Coastal Texas Protection and Restoration Program, which aims to protect the Texas Gulf Coast from hurricanes.
The WRDA of 2022 (“WRDA 2022”) included funding for deepening the New York and New Jersey shipping channels to 55 feet, as well as the Coastal Texas Protection and Restoration Program, which aims to protect the Texas Gulf Coast from hurricanes.
The dredged material is placed by the bucket into material barges, or “scows,” for transport to the designated disposal area. The scows are emptied by bottom-dumping, direct pump-out or removal by a crane with a bucket.
The dredged material is placed by the bucket into material barges, or “scows,” for transport to the designated disposal area. The scows are emptied by bottom-dumping, direct pump-out or removal by a 6 crane with a bucket.
The U.S. citizen ownership and control standards require the vessel-owning entity to be at least 75% U.S. citizen owned and prohibit the chartering of the vessel to any entity that does not meet the 75% U.S. citizen ownership test.
The 8 U.S. citizen ownership and control standards require the vessel-owning entity to be at least 75% U.S. citizen owned and prohibit the chartering of the vessel to any entity that does not meet the 75% U.S. citizen ownership test.
However, two unions represent a large majority of our dredging employees - the International Union of Operating Engineers (“IUOE”) Local 25 and the Seafarers International Union (“SIU”). The Company’s master and ancillary contracts with IUOE Local 25 will expire on September 30, 2027. Our agreements with the SIU expire on February 28, 2026.
However, two unions represent a large majority of our dredging employees - the International Union of Operating Engineers (“IUOE”) Local 25 and the Seafarers International Union (“SIU”). The Company’s master and ancillary contracts with IUOE Local 25 will expire on September 30, 2027. Our agreements with the SIU expire on February 28, 2029.
Our smaller rivers & lakes hydraulic dredges use pipe sizes ranging from 18” to 22” and operate at between 2,500 and 6,000 total horsepower, while the Company’s other hydraulic dredges use pipe sizes ranging from 18” to 30” and operate at between 1,900 and 16,650 total horsepower.
Our smaller hydraulic dredges use pipe sizes ranging from 18” to 22” and operate at between 2,500 and 6,000 total horsepower, while the Company’s other hydraulic dredges use pipe sizes ranging from 18” to 30” and operate at between 1,900 and 16,650 total horsepower.
Great Lakes’ domestic dredging fleet is typically positioned on the East and Gulf Coasts, with the rivers & lakes dredges on inland rivers and lakes. The mobility of the fleet enables the Company to move equipment in response to changes in demand.
Great Lakes’ domestic dredging fleet is typically positioned on the East and Gulf Coasts, with certain of its dredges on inland rivers and lakes. The mobility of the fleet enables the Company to move equipment in response to changes in demand.
Mr. Johanson earned a Bachelor of Science degree in Ocean Engineering from the Virginia Polytechnic Institute & State University and a MBA with a finance specialization from the University of South Carolina. He is a current board member of the Western Dredging Association Eastern Branch and is a member of American Society of Civil Engineers. Christopher G.
Mr. Johanson earned a Bachelor of Science degree in Ocean Engineering from the Virginia Polytechnic Institute & State University and a MBA with a finance specialization from the University of South Carolina. He is a current board member of the Western Dredging Association, a member of the Moles and a member of American Society of Civil Engineers. Christopher G.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Bidding Activity and Backlog.” Human Capital Management At December 31, 2024, the Company employed 366 full-time salaried and non-exempt personnel in the U.S., including those in a corporate function. In addition, the Company employs U.S. hourly personnel, most of whom are unionized, on a project-by-project basis.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Bidding Activity and Backlog.” Human Capital Management At December 31, 2025, the Company employed 380 full-time salaried and non-exempt personnel in the U.S., including those in a corporate function. In addition, the Company employs U.S. hourly personnel, most of whom are unionized, on a project-by-project basis.
Although capital work can be impacted by budgetary constraints and economic conditions, these projects typically generate an immediate economic benefit to the ports and surrounding communities. Coastal protection (33% of 2024 revenues). Coastal protection projects generally involve moving sand from the ocean floor to shoreline locations where erosion threatens shoreline assets.
Although capital work can be impacted by budgetary constraints and economic conditions, these projects typically generate an immediate economic benefit to the ports and surrounding communities. 2 Coastal protection (33% of 2025 dredging revenues). Coastal protection projects generally involve moving sand from the ocean floor to shoreline locations where erosion threatens shoreline assets.
Generally, coastal protection projects take place during the fall and winter months to minimize interference with bird and marine life migration and breeding patterns as well as coastal recreation activities. Maintenance (21% of 2024 revenues). Maintenance dredging consists of the re-dredging of previously deepened waterways and harbors to remove silt, sand and other accumulated sediments.
Generally, coastal protection projects take place during the fall and winter months to minimize interference with bird and marine life migration and breeding patterns as well as coastal recreation activities. Maintenance (16% of 2025 dredging revenues). Maintenance dredging consists of the re-dredging of previously deepened waterways and harbors to remove silt, sand and other accumulated sediments.
Several North American LNG export projects have been delayed over the past couple of years since the pandemic. However, with the increase in LNG prices and sustained worldwide demand, LNG projects are expected to grow over the next several years.
Several North American LNG export projects have been delayed over the past couple of years since the pandemic. However, with the increase in LNG prices and sustained worldwide demand, additional LNG projects are expected to advance over the next several years.
Schiffer 65 Senior Vice President, Chief Legal Officer, Chief Compliance Officer & Corporate Secretary William H. Hanson 68 Senior Vice President, Market Development Lasse J. Petterson, President, Chief Executive Officer Mr. Petterson has served as Chief Executive Officer (“CEO”) since May 2017, as a member of our board of directors since 2016 and was also named President in 2020. Mr.
Schiffer 66 Senior Vice President, Chief Legal Officer, Chief Compliance Officer & Corporate Secretary William H. Hanson 69 Senior Vice President, Market Development Lasse J. Petterson, President, Chief Executive Officer Mr. Petterson has served as Chief Executive Officer (“CEO”) since May 2017, as a member of our board of directors since 2016 and was also named President in 2020. Mr.
Operations Dredging 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. Domestically, our 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, maintenance and rivers & lakes.
Dredging 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. Domestically, our work generally is performed in coastal waterways and deep water ports. The U.S. dredging market consists of three primary types of work: capital, coastal protection and maintenance including rivers & lakes.
Kornblau’s appointment as CFO, he held the roles of acting CFO since December 2017 in addition to his Vice President and Treasurer position at Diamond since January 2017. Mr. Kornblau earned a Bachelor of Arts degree in Accounting from the University of Texas at Austin. Mr.
Kornblau’s appointment as CFO, he held the roles of acting CFO since December 2017 in addition to his Vice President and Treasurer position at Diamond since January 2017. Mr. Kornblau earned a Bachelor of Arts degree in Accounting from the University of Texas at Austin. Mr. Kornblau is a certified public accountant.
Additionally, the Company owns an electric clamshell dredge which provides an advantage in those markets with stringent emissions standards. During 2023, the Company retired one mechanical dredge as part of its ongoing fleet modernization program. Scows.
Additionally, the Company owns an electric clamshell dredge which provides an advantage in those markets with stringent emissions standards. During 2025, the Company sold one mechanical dredge as part of its ongoing fleet modernization program. Scows.
At December 31, 2024, the Company employed 12 foreign nationals and 3 local staff to manage and administer its Middle East operations. The Company seeks to attract, select, hire, retain, incentivize and integrate our existing and future employees.
At December 31, 2025, the Company employed 15 foreign nationals and 3 local staff to manage and administer its Middle East operations. The Company seeks to attract, select, hire, retain, incentivize and integrate our existing and future employees.
She most recently served as Director, Energy Transition for Americas at TechnipFMC. At TechnipFMC, she was responsible for positioning TechnipFMC to support the transition into new and economically viable wind energy resources, and managing the Makani wind-borne energy spar offshore platform installation in partnership with Shell and Google X. Dr.
Before joining GLDD, she served as Director, Energy Transition for Americas at TechnipFMC. She was responsible for positioning TechnipFMC to support the transition into new and economically viable wind energy resources, and managing the Makani wind-borne energy spar offshore platform installation in partnership with Shell and Google X. Dr.
These bonds are typically provided by large insurance companies. A bid bond is required to serve as a guarantee so that if a service provider’s bid is chosen, the service provider will sign the contract. Bid bonds are generally obtained for a percentage of bid value and amounts outstanding typically range from $1.0 million to $10.0 million.
A bid bond is required to serve as a guarantee so that if a service provider’s bid is chosen, the service provider will sign the contract. Bid bonds are generally obtained for a percentage of bid value and amounts outstanding typically range from $1.0 million to $10.0 million.
The addition of the new Galveston Island and Amelia Island hopper dredges will provide the Company with added capacity and the opportunity to potentially retire older dredges. Hydraulic Dredges. Hydraulic dredges remove material using a revolving cutterhead which cuts and churns the sediment on the channel or ocean floor and hydraulically pumps the material by pipe to the disposal location.
The Galveston Island and Amelia Island hopper dredges have provided the Company with added capacity and the opportunity to potentially retire older dredges. Hydraulic Dredges. Hydraulic dredges remove material using a revolving cutterhead which cuts and churns the sediment on the channel or ocean floor and hydraulically pumps the material by pipe to the disposal location.
During 2024, the Company retired one of its rivers & lakes hydraulic dredges as part of its ongoing fleet modernization program. Mechanical Dredges. There are two basic types of mechanical dredges: clamshell and backhoe. In both types, the dredge uses a bucket to excavate material from the channel or ocean floor.
During 2025, the Company sold one of its smaller hydraulic dredges as part of its ongoing fleet modernization program. Mechanical Dredges. There are two basic types of mechanical dredges: clamshell and backhoe. In both types, the dredge uses a bucket to excavate material from the channel or ocean floor.
Crews are generally available for hire on relatively short notice. During 2024, the Company employed an average of approximately 637 hourly personnel to meet domestic project requirements. The Company's employees are based across the U.S. with several project locations on the coasts and office locations in Houston, Texas, Oakbrook Terrace, Illinois, Staten Island, New York and Jacksonville, Florida.
Crews are generally available for hire on relatively short notice. During 2025, the Company employed an average of approximately 716 hourly personnel to meet domestic project requirements. The Company's employees are based across the U.S. with several project locations on the coasts and office locations in Houston, Texas and Staten Island, New York.
Additionally, on March 27, 2020, the U.S. government enacted the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) which includes a provision that lifts caps on the HMTF, thereby allowing full access to future annual revenues. • Gulf coast restoration.
Additionally, on March 27, 2020, the U.S. government enacted the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) which includes a provision that lifts caps on the Harbor Maintenance Trust Fund (“HMTF”), thereby allowing full access to future annual revenues.
Navy are responsible for awarding federal contracts with respect to their own facilities. In 2024, approximately 57% of the Company’s dredging revenues were generated from 33 different contracts with federal agencies or third parties operating under contracts with federal agencies.
Navy are responsible for awarding federal contracts with respect to their own facilities. In 2025, approximately 48% of the Company’s total revenues were generated from 29 different contracts with federal agencies or third parties operating under contracts with federal agencies.
We expect to continue to build our offshore energy capabilities, bid on SRI projects and position the Company for growth in the offshore energy markets, as many of our European competitors have done in the international offshore energy markets.
We expect to continue to build our offshore energy capabilities and position the Company for growth in the offshore energy markets, both domestically and internationally, as many of our European competitors have done in the international offshore energy markets.
Petterson 68 President, Chief Executive Officer Scott Kornblau 53 Senior Vice President, Chief Financial Officer David Johanson 53 Senior Vice President, Project Acquisition & Operations Christopher G. Gunsten 55 Senior Vice President, Project Services & Fleet Engineering Eleni Beyko 59 Senior Vice President, Offshore Energy Vivienne R.
Petterson 69 President, Chief Executive Officer Scott Kornblau 54 Senior Vice President, Chief Financial Officer David Johanson 54 Senior Vice President, Project Acquisition & Operations Christopher G. Gunsten 56 Senior Vice President, Project Services & Fleet Engineering Eleni Beyko 60 Senior Vice President, Offshore Energy Vivienne R.
Kornblau is a certified public accountant. 9 David Johanson, Senior Vice President, Project Acquisition & Operations Mr. Johanson was named Senior Vice President, Project Acquisition & Operation in July 2022 after serving as Senior Vice President, Gulf Region. Before that, Mr.
David Johanson, Senior Vice President, Project Acquisition & Operations Mr. Johanson was named Senior Vice President, Project Acquisition & Operation in July 2022 after serving as Senior Vice President, Gulf Region. Before that, Mr.
The Company took delivery of a 6,500 cubic yard trailing suction hopper dredge, the Galveston Island , which began operations in February 2024.
The Company took delivery of a 6,500 cubic yard trailing suction hopper dredge, the Amelia Island , which began operations in the third quarter of 2025. The Galveston Island , another 6,500 cubic yard trailing suction hopper dredge, began operations in the first quarter of 2024.
The Company experienced an average combined bid market share in the U.S. of 31% over the three-year period ended December 31, 2024, including 28%, 59%, 19% and 16% of the domestic capital, coastal protection, maintenance and rivers & lakes sectors, respectively, exclusive of liquefied natural gas (“LNG”) projects. Domestic Capital (46% of 2024 revenues).
The Company experienced an average combined bid market share in the U.S. of 29% over the three-year period ended December 31, 2025, including 36%, 46% and 15% of the domestic capital, coastal protection and maintenance sectors, respectively, exclusive of liquefied natural gas (“LNG”) projects. Domestic Capital (51% of 2025 dredging revenues).
Hanson is an Ocean Engineering graduate of Texas A&M University where he was named a distinguished alumnus in 2013. 10 Availability of Information You may read and obtain copies of any materials Great Lakes files with the SEC, including without limitation, the Company’s Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports, free of charge, at the SEC’s website, www.sec.gov .
Availability of Information You may read and obtain copies of any materials Great Lakes files with the SEC, including without limitation, the Company’s Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports, free of charge, at the SEC’s website, www.sec.gov .
The Company has bonding agreements with Argonaut Insurance Company, Liberty Mutual Insurance Company, Philadelphia Indemnity Insurance Company, Ascot Insurance Companies and AXIS Insurance Company, (collectively, the “Sureties”) under which the Company can obtain performance, bid and payment bonds.
The Company has bonding agreements with Liberty Mutual Insurance Company, Philadelphia Indemnity Insurance Company, Ascot Surety and Casualty Company, Ascot Insurance Company, Endurance Assurance Company, Endurance American Insurance Company, Lexon Insurance Company, Bond Safeguard Insurance Company, AXIS Insurance Company and AXIS Reinsurance Company (collectively, the “Sureties”) under which the Company can obtain performance, bid and payment bonds.
The Company’s “bid market” is defined as the aggregate dollar value of domestic dredging projects on which the Company bid or could have bid if not for capacity constraints or other considerations.
These projects typically consist of lake and river dredging, inland levee and construction dredging, environmental restoration and habitat improvement and other marine construction projects. The Company’s “bid market” is defined as the aggregate dollar value of domestic dredging projects on which the Company bid or could have bid if not for capacity constraints or other considerations.
The dredge has hollow hulls, or “hoppers,” into which material is suctioned hydraulically through drag-arms. Once the hoppers are filled, the dredge sails to the designated disposal site and either (i) bottom dumps the material or (ii) pumps the material from the hoppers through a pipeline to a designated site.
Once the hoppers are filled, the dredge sails to the designated disposal site and either (i) bottom dumps the material or (ii) pumps the material from the hoppers through a pipeline to a designated site.
The Corps is responsible for federally funded projects related to navigation and flood control of U.S. waterways. The maritime industry, including the ports, has repeatedly advocated for congressional efforts to ensure that a fully funded, recurring maintenance program is in place.
The maritime industry, including the ports, has repeatedly advocated for congressional efforts to ensure that a fully funded, recurring maintenance program is in place.
Additionally, a large Chinese dredging company controls most of its local market and is a key player in the international market. There are also several governmentally supported dredging companies that operate on a local or regional basis. The Company targets opportunities that are well suited to its equipment and where it can be most competitive.
There are also several governmentally supported dredging companies that operate on a local or regional basis. The Company targets opportunities that are well suited to its equipment and where it can be most competitive. Equipment Great Lakes’ fleet of dredges, material barges and other specialized equipment is the largest and most diverse in the U.S.
Performance and advance payment guarantees are each typically 5% to 20% of the contract value. 5 Competition The U.S. dredging industry is highly fragmented, composed of many small operators, primarily in maintenance dredging.
Performance and advance payment guarantees are each typically 5% to 20% of the contract value. Competition The U.S. dredging industry is highly fragmented, composed of many small operators, primarily in maintenance dredging. Most of these dredges are smaller and service the inland, as opposed to coastal waterways, and therefore do not generally compete with Great Lakes.
Competition on rivers & lakes projects is determined primarily based on geographic reach, project execution capability and price. Great Lakes and two other companies comprised approximately 61% of the Company’s defined bid market related to domestic capital (excluding LNG), coastal protection, maintenance and rivers & lakes over the three-year period ended December 31, 2024.
Competition is determined by the size and complexity of the job, equipment bonding and certification requirements and government regulations. Great Lakes and two other companies comprised approximately 56% of the Company’s defined bid market related to domestic capital (excluding LNG), coastal protection and maintenance over the three-year period ended December 31, 2025.
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. Great Lakes has never experienced difficulty in obtaining bonding for any of its projects and Great Lakes has never failed to complete a marine project in its 135 year history.
Great Lakes has never experienced difficulty in obtaining bonding for any of its projects and Great Lakes has never failed to complete a marine project in its 136 year history.
Bidding Process Most of the Company’s contracts are obtained through competitive bidding on terms specified by the party inviting the bid. The types of equipment required to perform the specified service, project site conditions, the estimated project duration, seasonality, location and complexity of a project affect the cost of performing the contract and the price that dredging contractors will bid.
The types of equipment required to perform the specified service, project site conditions, the estimated project duration, seasonality, location and complexity of a project affect the cost of performing the contract and the price that contractors will bid. For contracts under its jurisdiction, the Corps typically prepares a fair and reasonable cost estimate based on the specifications of the project.
The annual bid market for domestic capital dredging, which includes deep port capital dredging and Gulf Coast restoration, averaged $828 million over the three-year period ended December 31, 2024. • Substantial need for coastal protection. Beach erosion is a recurring problem due to the normal ebb and flow of coastlines as well as the effects of severe storm activity.
The annual bid market for domestic capital dredging, which includes deep port capital dredging and Gulf Coast restoration, excluding LNG projects, averaged $586 million over the three-year period ended December 31, 2025. • Substantial need for coastal protection.
Growing populations in coastal communities and vital beach tourism are drawing attention to the importance of protecting beachfront assets. Over the past few years, both the federal government and state and local entities have funded beach projects recognizing the essential role these natural barriers play in absorbing storm energy and protecting public and private property.
Over the past few years, both the federal government and state and local entities have funded beach projects recognizing the essential role these natural barriers play in absorbing storm energy and protecting public and private property. The 2023 Disaster Relief Supplemental Appropriations Act allocated $1.5 billion for infrastructure repairs and beach renourishment projects.
Equipment Great Lakes’ fleet of dredges, material barges and other specialized equipment is the largest and most diverse in the U.S. The Company operates three principal types of dredging equipment: hopper dredges, hydraulic dredges and mechanical dredges. Hopper Dredges. Hopper dredges are typically self-propelled and have the general appearance of an ocean-going vessel.
The Company operates three principal types of dredging equipment: hopper dredges, hydraulic dredges and mechanical dredges. Hopper Dredges. Hopper dredges are typically self-propelled and have the general appearance of an ocean-going vessel. The dredge has hollow hulls, or “hoppers,” into which material is suctioned hydraulically through drag-arms.
The Company has worked on several port deepenings along the East and Gulf coasts over the past years, including our current projects in Brownsville, Port Arthur, Freeport and Mobile. The 2025 U.S. Army Corps of Engineers’ (the “Corps”) budget is expected to be another record appropriation. On June 28, 2024, the U.S.
The Company has worked on several port deepenings along the East and Gulf coasts over the past years, including our current projects in Brownsville, Port Arthur, Freeport and Sabine. Funding for the Corps in 2025 was provided through continuing resolutions.
She is responsible for Offshore Energy strategy, business development and operations. Dr. Beyko has over 20 years’ experience in program engineering, business leadership, and project execution for the automobile and offshore oil and gas markets. Her experience has also included Engineering, Technical Manager, Research & Development – Offshore Technology, and offshore projects.
She is responsible for offshore energy strategy, business development and operations. Dr. Beyko has over 30 years of experience in business and executive leadership for the automobile and offshore energy industries.
The request for proposal process benefits both Great Lakes and its customers as customers can award contracts based on factors beyond price, including experience, skill and specialized equipment. Bonding and Project Guarantees For most domestic projects and some foreign projects, dredging service providers are required to obtain three types of bonds: bid bonds, performance bonds and payment bonds.
The request for proposal process benefits both Great Lakes and its customers as customers can award contracts based on factors beyond price, including experience, skill and specialized equipment. Offshore energy project bidding is generally available to contractors after going through a pre-qualification process and being invited to bid through a request for quotation process.
Together these two laws prohibit foreign-built, chartered or operated vessels from competing in the U.S. See “Business—Government Regulations” below. Competition in the international market is dominated by four large European dredging companies all of which operate larger equipment and fleets that are more extensive than the Company’s fleet.
Competition in the international market for both dredging and offshore energy is dominated by four large European companies all of which operate larger equipment and fleets that are more extensive than the Company’s fleet. Additionally, a large Chinese dredging company controls most of its local market and is a key player in the international market.
The annual bid market for domestic coastal protection over the three-year period ended December 31, 2024 averaged $551 million. • Required maintenance of U.S. ports. The channels and waterways leading to U.S. ports have stated depths on which shippers rely when entering those ports.
This increased budget and additional funding resulted in a strong bid market in 2025 and we expect to see additional projects in 2026. The annual bid market for domestic coastal protection over the three-year period ended December 31, 2025 averaged $605 million. • Required maintenance of U.S. ports.
Due to naturally occurring sedimentation and severe weather, active channels require maintenance dredging to ensure that stated depths are at authorized levels. Consequently, the need to maintain channel depth creates a recurring source of dredging work that is non-deferrable if optimal navigability is to be preserved.
Consequently, the need to maintain channel depth creates a recurring source of dredging work that is non-deferrable if optimal navigability is to be preserved. The Corps is responsible for federally funded projects related to navigation and flood control of U.S. waterways.
Corps projects involving deepening, maintenance and coastal dredging are in line for robust funding continuing the trend of recent years. The annual domestic bid market for maintenance dredging over the three-year period ended December 31, 2024 averaged $870 million.
Additionally, Congress is utilizing the historically high level of the HMTF to support major maintenance dredging initiatives across the Corps’ projects involving deepening, maintenance and coastal dredging. The annual domestic bid market for maintenance dredging over the three-year period ended December 31, 2025 averaged $1,086 million. • Gulf coast restoration.
The Acadia has secured offshore wind rock placement contracts for Equinor’s Empire Wind 1 and Ørsted’s Sunrise Wind projects to protect foundations and cables. In addition, during the fourth quarter, we signed a vessel reservation agreement for the Acadia for another wind project in the United States.
In July 2025, the Acadia was launched and is expected to be delivered and operational in the first half of 2026. The Acadia has secured offshore wind rock placement contracts for Equinor’s Empire Wind 1 and Ørsted’s Sunrise Wind projects to protect foundations and cables in the U.S., providing full utilization for 2026.
In addition to targeting domestic offshore wind projects, the Acadia is also well suited for work outside of U.S. offshore wind and over the past year we have been broadening our target markets for the Acadia to include international offshore wind projects, as well as projects to protect critical subsea infrastructure such as oil and gas pipelines and telecommunication and power cables.
However, in anticipation of potential delays in U.S. offshore wind projects, we proactively expanded the Acadia’s strategic target markets to include oil and gas pipeline protection, power and telecommunications cable protection, international offshore wind and critical subsea infrastructure protection. The international offshore wind and interconnector cable markets are strong.
Removed
Rivers & lakes (less than 1% of 2024 revenues). Domestic rivers and lakes dredging and related operations typically consist of lake and river dredging, inland levee and construction dredging, environmental restoration and habitat improvement and other marine construction projects.
Added
On February 10, 2026, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Saltchuk Resources, Inc. (“Saltchuk”) and Huron MergeCo. Inc. (“Merger Sub”).
Removed
Although the Mississippi River has a large source of projects on which the Company bids, certain dredges used on these projects are more portable and able to be transported to take advantage of the fragmented market.
Added
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”).
Removed
Generally, inland river and lake projects in the northern U.S. take place in non-winter months because frozen waterways significantly reduce contractors’ ability to operate and transport its equipment in the relevant geographies. 2 Foreign. Foreign capital projects typically involve land reclamations, channel deepening and port infrastructure development.
Added
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.
Removed
The Company targets foreign opportunities that are well suited to the Company’s equipment and where it faces reduced competition from its European competitors. Historically maintaining a presence in foreign markets has enabled the Company to diversify its customer base and take advantage of differences in global economic development.
Added
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.
Removed
Over the last two decades, the Company has performed dredging work in the Middle East, Africa, Australia, the Caribbean and Central and South America. No foreign revenues were recognized during 2024. The Company expects to continue targeting foreign capital projects in the future on a case by case basis.
Added
See Part I, Item 1A, “Risk Factors,” Part II, Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations,” and Note 1 of the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K for additional information regarding the Transaction. Operations Dredging Dredging (97% of 2025 revenue).
Removed
All three of these projects are fully permitted and we believe will not be directly impacted by the President’s Executive Order pausing issuance of new offshore wind leases and permits.
Added
Due to its lower materiality relative to the Company’s overall operations, projects previously presented as rivers & lakes are now included in maintenance dredging throughout this Annual Report on Form 10-K. Prior periods presented herein have been updated to conform to the current presentation.
Removed
These additional markets pave the way for the rebranding of our offshore wind division to Offshore Energy. Entering the Offshore Energy market offers us the opportunity to diversify our client base, enter different markets and grow our bottom line.
Added
Offshore energy Offshore energy (3% of 2025 revenue). Offshore energy consists of projects servicing the offshore wind, oil and gas, and power and telecommunication industries, both domestically and internationally.
Removed
The latest BloombergNEF offshore wind market outlook shows global offshore wind expected to grow tenfold by 2040 with a forecast exceeding 700GW of installed power. In addition, according to industry sources, market expectations for telecommunication and oil and gas scour protection projects globally are estimated to require the capacity of approximately 10 rock placement vessels of Acadia’s class.
Added
U.S. offshore wind projects under construction have resumed installation activities as a result of preliminary injunctions from U.S courts to lift pauses imposed by the Bureau of Ocean Energy Management in late 2025.
Removed
We believe there is an undersupply of rock placement vessels and we are pursuing opportunities in all of the above mentioned markets, which are expected to provide the Acadia with work planned for 2026 and beyond.
Added
Despite the headwinds in the U.S. domestic offshore wind market, we believe offshore wind remains an important part of the array of technologies required for the U.S. to meet the increasing demand for energy from the U.S. electrical grid.
Removed
House of Representatives (the “House”) Energy and Water Appropriations Subcommittee passed their 2025 Appropriations Bill providing the Corps with a budget of $9.96 billion, which is $2.7 billion above the President’s Budget request. The bill includes $5.7 billion for Operations and Maintenance projects, of which $3.1 billion is from the Harbor Maintenance Trust Fund (“HMTF”).

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

75 edited+42 added−28 removed173 unchanged
Our industries, and more specifically, our operations, facilities and vessels and equipment, are subject to various environmental laws and regulations relating to, among other things: dredging operations; the disposal of dredged material; protection of wetlands; storm water and waste water discharges; transportation and disposal of hazardous wastes and other regulated materials; air emissions; and disposal or remediation of contaminated soil, sediments, surface water and groundwater.
Our industries, and more specifically, our operations, facilities, vessels and equipment, are subject to various environmental laws and regulations relating to, among other things: dredging operations; the disposal of dredged material; protection of wetlands; storm water and waste water discharges; transportation and disposal of hazardous wastes and other regulated materials; air emissions; and disposal or remediation of contaminated soil, sediments, surface water and groundwater.
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Primary Factors that Determine Operating Profitability.” 14 If we fail to comply with government contracting regulations, we could be subject to significant potential liabilities and loss of revenue. Our contracts with federal, state, local and foreign governmental customers are subject to various procurement regulations and contract provisions.
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Primary Factors that Determine Operating Profitability.” If we fail to comply with government contracting regulations, we could be subject to significant potential liabilities and loss of revenue. Our contracts with federal, state, local and foreign governmental customers are subject to various procurement regulations and contract provisions.
We are also subject to the protections of Section 203 of the Delaware General Corporation Law, which prevents us from engaging in a business combination with a person who acquires at least 15% of our common stock for a period of three years from the date such person acquired such common stock, unless board or stockholder approval was obtained.
We are also subject to the protections of Section 203 of the Delaware General Corporation Law, which prevents us from engaging in a business combination with a person who acquires at least 15% of our common stock for a period of three years from the date such person acquired such common stock, unless the board of directors or stockholder approval was obtained.
Coast Guard enacts new standards, we may be required to incur expenditures for alterations or the addition of new equipment (e.g., more fuel-efficient engines). In order 15 to satisfy any such requirements, we may need to take our vessels out of service for extended periods of time, with corresponding losses of revenues.
Coast Guard enacts new standards, we may be required to incur expenditures for alterations or the addition of new equipment (e.g., more fuel-efficient engines). In order to satisfy any such requirements, we may need to take our vessels out of service for extended periods of time, with corresponding losses of revenues.
In addition, our inability to qualify as an eligible bidder, or to compete successfully when bidding for certain government contracts and to win those contracts, could materially adversely affect our business, operations, revenues and profits. 13 Our business and operating results could be adversely affected by the political environment and governmental fiscal and monetary policies .
In addition, our inability to qualify as an eligible bidder, or to compete successfully when bidding for certain government contracts and to win those contracts, could materially adversely affect our business, operations, revenues and profits. Our business and operating results could be adversely affected by the political environment and governmental fiscal and monetary policies .
Such obligations may include investigation and remediation of releases and discharges of regulated materials, and also impose liability for related damages to natural resources. Our past and ongoing operations involve the use, and from time to time the release or discharge, of regulated materials which could result in liability under 16 these and other environmental laws.
Such obligations may include investigation and remediation of releases and discharges of regulated materials, and also impose liability for related damages to natural resources. Our past and ongoing operations involve the use, and from time to time the release or discharge, of regulated materials which could result in liability under these and other environmental laws.
If we were to significantly underestimate the costs on one or more significant contracts, the resulting losses could have a material adverse effect on our business, operating results, cash flows or financial condition. Our quarterly and annual operating results may vary significantly based on the timing of contract awards and performance.
If we were to significantly underestimate the costs on one or more significant contracts, the resulting losses could have a material adverse effect on our business, operating results, cash flows or financial condition. 16 Our quarterly and annual operating results may vary significantly based on the timing of contract awards and performance.
If we were to perform projects in jurisdictions with emissions reporting requirements, it may require a substantial outlay of capital by the Company, as well as management time and attention to ensure the Company's compliance. Penalties for late completion of contracts could reduce our profits.
If we were to perform projects in jurisdictions with emissions reporting requirements, it may require a substantial outlay of capital by the Company, as well as management time and attention to ensure the Company's compliance. 19 Penalties for late completion of contracts could reduce our profits.
We may not have the appropriate management, financial or other resources needed to integrate any businesses that we acquire. Any future acquisitions may result in significant transaction expenses and unexpected liabilities. Divestitures and discontinued operations could negatively impact our business, and any retained liabilities could adversely affect our financial results.
We may not have the appropriate management, financial or other resources needed to integrate any businesses that we acquire. Any future acquisitions may result in significant transaction expenses and unexpected liabilities. 23 Divestitures and discontinued operations could negatively impact our business, and any retained liabilities could adversely affect our financial results.
Our international contracts may be denominated in foreign currencies, which will result in additional risk of fluctuating currency values and exchange rates, hard currency shortages and controls on currency exchange. Changes in the value of foreign currencies could increase our U.S. dollar costs for, or reduce our U.S. dollar 25 revenues from, our foreign operations.
Our international contracts may be denominated in foreign currencies, which will result in additional risk of fluctuating currency values and exchange rates, hard currency shortages and controls on currency exchange. Changes in the value of foreign currencies could increase our U.S. dollar costs for, or reduce our U.S. dollar revenues from, our foreign operations.
The inability to obtain favorable financing may also impact our ability to bring the new vessels into service within the timeline anticipated by the Company, which may have an adverse effect on our business, financial position and/or results of operations.
The inability to obtain favorable financing may also impact our ability to bring future new vessels into service within the timeline anticipated by the Company, which may have an adverse effect on our business, financial position and/or results of operations.
There is no guarantee that the current presidential administration or Congress will not divert funds away from the Corps or from our other customers relying on funding from the federal government. There is also no guarantee that additional national emergencies will not be declared in the future.
There is no guarantee that the current presidential administration or Congress 15 will not divert funds away from the Corps or from our other customers relying on funding from the federal government. There is also no guarantee that additional national emergencies will not be declared in the future.
Given the risks associated with the variables in these types of estimates, it 27 is possible for actual costs to vary from estimates previously made, which may result in reductions or reversals of previously recorded net revenues and profits.
Given the risks associated with the variables in these types of estimates, it is possible for actual costs to vary from estimates previously made, which may result in reductions or reversals of previously recorded net revenues and profits.
Changes in management or the board could be time-consuming, result in significant additional costs to us and could be disruptive of our operations and divert the time and attention of management and our employees away from our business operations and executing on our strategic plan.
Changes in management or the board of directors could be time-consuming, result in significant additional costs to us and could be disruptive of our operations and divert the time and attention of management and our employees away from our business operations and executing on our strategic plan.
The primary foreign currencies to which the Company has exposure are the Bahraini Dinar and the Euro. We have unhedged foreign currency exposure related to the new inclined fall-pipe vessel for subsea rock installation build.
The primary foreign currencies to which the Company has exposure are the Bahraini Dinar and the Euro. We have unhedged foreign currency exposure related to the 27 new inclined fall-pipe vessel for subsea rock installation build.
Our operating results could vary greatly from period to period due to factors such as: • the timing of contract awards and the commencement or progress of work under awarded contracts; • inclement or hazardous weather conditions, including non-historical weather patterns, particularly in the Northeastern United States, that may result in underestimated delays in dredging, disruption or early termination of projects, unanticipated recovery costs or liability exposure and additional contract expenses; • site conditions that differ from those presented by our customers, which results in delays or slower than anticipated progress on projects; • planned and unplanned equipment downtime, or equipment mobilization to and from projects, including those due to the impacts of unplanned national health emergencies; • our ability to recognize revenue from pending change orders, which is recognized only 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; and • environmental restrictions requiring that certain projects be performed in winter months to protect wildlife habitats.
Our operating results could vary greatly from period to period due to factors such as: • the timing of contract awards and the commencement or progress of work under awarded contracts; • inclement or hazardous weather conditions, including non-historical weather patterns that may result in underestimated delays in dredging, disruption or early termination of projects, unanticipated recovery costs or liability exposure and additional contract expenses; • site conditions that differ from those presented by our customers, which results in delays or slower than anticipated progress on projects; • planned and unplanned equipment downtime, or equipment mobilization to and from projects, including those due to the impacts of unplanned national health emergencies; • our ability to recognize revenue from pending change orders, which is recognized only 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; and • environmental restrictions requiring that certain projects be performed in winter months to protect wildlife habitats.
These provisions could have the effect of delaying, deferring or preventing a change in control of our company, discourage others from making tender offers for our shares, lower the market price of our stock or impede the ability of our stockholders to change our management, even if such changes would be beneficial to our stockholders. 26 Our stockholders may not receive dividends because of restrictions in our debt agreements or Delaware law.
These provisions could have the effect of delaying, deferring or preventing a change in control of our company, discourage others from making tender offers for our shares, lower the market price of our stock or impede the ability of our stockholders to change our management, even if such changes would be beneficial to our stockholders. 28 Our stockholders may not receive dividends because of restrictions in our debt agreements or Delaware law.
Our business could suffer in the event of a work stoppage by our unionized labor force. We are a party to numerous collective bargaining agreements in the U.S. that govern our industry’s relationships with our unionized hourly workforce. Two unions represent approximately 73% of our hourly dredging employees—the IUOE Local 25 and the Seafarers International Union.
Our business could suffer in the event of a work stoppage by our unionized labor force. We are a party to numerous collective bargaining agreements in the U.S. that govern our industry’s relationships with our unionized hourly workforce. Two unions represent approximately 67% of our hourly dredging employees—the IUOE Local 25 and the Seafarers International Union.
Adverse experience with hazards and claims could have a negative effect on our reputation with our existing or potential new customers and our prospects for future work. 23 Risks Related to our Financing We have substantial indebtedness, which makes us more vulnerable to adverse economic and competitive conditions. We currently have a substantial amount of indebtedness.
Adverse experience with hazards and claims could have a negative effect on our reputation with our existing or potential new customers and our prospects for future work. 25 Risks Related to our Financing We have substantial indebtedness, which makes us more vulnerable to adverse economic and competitive conditions. We currently have a substantial amount of indebtedness.
The covenants in the credit agreements governing our senior revolving credit facility and second lien credit facility, as well as the indenture governing our senior notes, subject to specified exceptions and to varying degrees, restrict our ability to, among other things: • incur additional indebtedness; • create, incur, assume or permit to exist any liens; • enter into sale and leaseback transactions; • enter into operating and finance leases; • make investments, loans and advancements; • merge, consolidate or reorganize with, or dispose of all or substantially all assets to, a third party; • sell assets; • make acquisitions; • pay dividends; • enter into transactions with affiliates; 24 • prepay or redeem other indebtedness; and • issue certain types of capital stock.
The covenants in the credit agreements governing our senior revolving credit facility, as well as the indenture governing our senior notes, subject to specified exceptions and to varying degrees, restrict our ability to, among other things: • incur additional indebtedness; • create, incur, assume or permit to exist any liens; • enter into sale and leaseback transactions; • enter into operating and finance leases; • make investments, loans and advancements; • merge, consolidate or reorganize with, or dispose of all or substantially all assets to, a third party; • sell assets; • make acquisitions; • pay dividends; • enter into transactions with affiliates; 26 • prepay or redeem other indebtedness; and • issue certain types of capital stock.
The inability or unwillingness of our clients and potential clients to commit to or invest in new or existing offshore wind projects due to this policy change could have a material adverse effect on the Company’s business, financial position and results of operations.
The inability or unwillingness of our clients and potential clients to commit to or invest in new or existing offshore wind projects in the U.S. due to this policy change could have a material adverse effect on the Company’s business, financial position and results of operations.
As the costs to build this new vessel have already been incurred, the lack of a secure customer base and favorable secure contracts could have a material adverse effect on the Company’s business, financial position and results of operations.
As the costs to build this new vessel have already been incurred, the lack of a favorable secure contracts could have a material adverse effect on the Company’s business, financial position and results of operations.
For example, President Trump has recently signed an Executive Order pausing the issuance of new or renewing offshore wind leases and permits that could have resulted in additional contracted work for the Company. A significant reduction in such funding or support could materially adversely affect our business and operating results.
For example, in 2025 President Trump signed an Executive Order pausing the issuance of new or renewing offshore wind leases and permits that could have resulted in additional contracted work for the Company. A significant reduction in such funding or support could materially adversely affect our business and operating results.
Significant cost overruns or delays for vessels under construction could also adversely affect the Company’s business, operating results, cash flows or financial condition. For example, the Company has experienced delays from the shipyard in the build of its in process SRI vessel, now expected to be operational in the first half of 2026.
Significant cost overruns or delays for vessels under construction could also adversely affect the Company’s business, operating results, cash flows or financial condition. For example, the Company has experienced delays from the shipyard in the build of its soon to be completed SRI vessel, now expected to be operational in the first half of 2026.
The credit agreements governing our senior revolving credit facility and second lien credit facility, as well as the indenture governing our senior notes, contain, and any of our other future financing agreements may contain, terms and covenants imposing operating and financial restrictions on our business.
The credit agreements governing our senior revolving credit facility, as well as the indenture governing our senior notes, contain, and any of our other future financing agreements may contain, terms and covenants imposing operating and financial restrictions on our business.
The Company does not currently expect a material adverse impact to its operating results, cash flows or financial condition from the tariffs imposed during the first few weeks of President Trump’s administration. However, any future tariffs imposed could have a material adverse impact to our operating results, cash flows or financial condition.
The Company does not currently, has not had and does not expect a material adverse impact to its operating results, cash flows or financial condition from the tariffs imposed during the first few weeks of President Trump’s administration. However, any future tariffs imposed could have a material adverse impact to our operating results, cash flows or financial condition.
In addition, a significant amount of our total backlog (53% as of December 31, 2024) relates to federal government contracts, which can be canceled at any time without penalty to the government, subject, in most cases, to our contractual right to recover our actual committed costs and profit on work performed up to the date of cancellation.
In addition, a significant amount of our total backlog (51% as of December 31, 2025) relates to federal government contracts, which can be canceled at any time without penalty to the government, subject, in most cases, to our contractual right to recover our actual committed costs and profit on work performed up to the date of cancellation.
It is difficult to predict the legislative and regulatory impacts that may result from the change in presidential administration or the change in the make-up of either the Senate or House of Representatives, and such changes may cause broader economic impacts due to shifts in governing ideology and governing style, and we may be subject to new or changing laws or regulations that may be promulgated in the future.
It is difficult to predict the legislative and regulatory impacts that may result from the presidential administration or a change in the make-up of either the Senate or House of Representatives, and these may cause broader economic impacts due to shifts in governing ideology and governing style, and we may be subject to new or changing laws or regulations that may be promulgated in the future.
These figures exclude contingent obligations, including $1.32 billion of performance bonds outstanding under the Company’s agreements with the Sureties and other bonding agreements.
These figures exclude contingent obligations, including $1.3 billion of performance bonds outstanding under the Company’s agreements with the Sureties and other bonding agreements.
Our future revenues and profitability will also be impacted to some extent if we are unable to bring our new offshore energy vessels into service within the timeline anticipated by the Company as a result of an inability to obtain favorable steel prices or secure appropriate financing.
Our future revenues and profitability will also be impacted to some extent if we are unable to bring any new ordered vessels into service within the timeline anticipated by the Company as a result of an inability to obtain favorable steel prices or secure appropriate financing.
Equipment or mechanical failures could result in increased costs, project delays and reduced revenues. The successful performance of contracts requires a high degree of reliability of our vessels, barges and other equipment. The average age of our marine fleet as of December 31, 2024 was 28 years.
Equipment or mechanical failures could result in increased costs, project delays and reduced revenues. The successful performance of contracts requires a high degree of reliability of our vessels, barges and other equipment. The average age of our marine fleet as of December 31, 2025 was 27 years.
Risk Factor Summary The following is a summary of the principal risks that could adversely affect, or have adversely affected, the Company’s business, operating results and financial condition: • A reduction in government funding for dredging and other contracts, or government cancellation of such contracts, or the inability of the Corps to let bids to market; • Our ability to qualify as an eligible bidder under government contract criteria and to compete successfully against other qualified bidders in order to obtain government dredging and other contracts; • The political environment and governmental fiscal and monetary policies; • Cost over-runs, operating cost inflation and potential claims for liquidated damages, particularly with respect to our fixed-price contracts; • The timing of our performance on contracts and new contracts being awarded to us; • Significant liabilities that could be imposed were we to fail to comply with government contracting regulations; • Project delays related to the increasingly negative impacts of climate change or other unusual, non-historical weather patterns; • Costs necessary to operate and maintain our existing vessels and the construction of new vessels, including with respect to changes in applicable regulations or standards; • Equipment or mechanical failures; • Pandemic, epidemic or outbreak of an infectious disease; • Disruptions to our supply chain for procurement of new vessel build materials or maintenance on our existing vessels; • Capital and operational costs due to environmental regulations; • Market and regulatory responses to climate change, including proposed regulations concerning emissions reporting and future emissions reduction goals; • Contract penalties for any projects that are completed late; • Force majeure events, including natural disasters, war and terrorists’ actions; • Changes in the amount of our estimated backlog; • Significant negative changes attributable to large, single customer contracts; • Our ability to obtain financing for the construction of new vessels, including our new offshore energy vessel; 11 • Our ability to secure contracts to utilize our new offshore energy vessel; • Unforeseen delays and cost overruns related to the construction of our new vessels; • Any failure to comply with the Jones Act provisions on coastwise trade, or if those provisions were modified, repealed or interpreted differently; • Our ability to comply with anti-discrimination laws, including those pertaining to diversity, equity and inclusion programs; • Fluctuations in fuel prices, particularly given our dependence on petroleum-based products; • Impacts of nationwide inflation on procurement of new build and vessel maintenance materials; • Our ability to obtain bonding or letters of credit and risks associated with draws by the surety on outstanding bonds or calls by the beneficiary on outstanding letters of credit; • Acquisition integration and consolidation, including transaction expenses, unexpected liabilities and operational challenges and risks; • Divestitures and discontinued operations, including retained liabilities from businesses that we sell or discontinue; • Potential penalties and reputational damage as a result of legal and regulatory proceedings; • Any liabilities imposed on us for the obligations of joint ventures and similar arrangements and subcontractors; • Increased costs of certain material used in our operations due to newly imposed tariffs; • Unionized labor force work stoppages; • Any liabilities for job-related claims under federal law, which does not provide for the liability limitations typically present under state law; • Operational hazards, including any liabilities or losses relating to personal or property damage resulting from our operations; • Our substantial amount of indebtedness, which makes us more vulnerable to adverse economic and competitive conditions; • Restrictions on the operation of our business imposed by financing terms and covenants; • Impacts of adverse capital and credit market conditions on our ability to meet liquidity needs and access capital; • Limitations on our hedging strategy imposed by statutory and regulatory requirements for derivative transactions; • Foreign exchange risks, in particular, related to the new offshore energy vessel build; • Losses attributable to our investments in privately financed projects; • Restrictions on foreign ownership of our common stock; • Restrictions imposed by Delaware law and our charter on takeover transactions that stockholders may consider to be favorable; • Restrictions on our ability to declare dividends imposed by our financing agreements or Delaware law; • Significant fluctuations in the market price of our common stock, which may make it difficult for holders to resell our common stock when they want or at prices that they find attractive; • Changes in previously recorded net revenue and profit as a result of the significant estimates made in connection with our methods of accounting for recognized revenue; • Maintaining an adequate level of insurance coverage; • Our ability to find, attract and retain key personnel and skilled labor; • Disruptions, failures, data corruptions, cyber-based attacks or security breaches of the information technology systems on which we rely to conduct our business; and • Impairments of our goodwill or other intangible assets. 12 Risks Related to our Business A reduction in government funding for dredging or other contracts, or government cancellation of such contracts, or the inability of the Corps to let bids to market could materially adversely affect our business operations, revenues and profits.
Risk Factor Summary The following is a summary of the principal risks that could adversely affect, or have adversely affected, the Company’s business, operating results and financial condition: • Failure to satisfy the conditions to the Transaction; • Uncertainties associated with the Transaction; • Failure to complete the Transaction within the expected timeframe or at all; • Provisions in the Merger Agreement limiting our ability to pursue alternatives to the Transaction; • Restrictions on the conduct of our business under the Merger Agreement; • Potential lawsuits arising out of the proposed Transaction; • Stockholders’ inability to benefit from future Company growth if the Transaction is completed; • Unexpected difficulties related to the Transaction and integration of both companies; • A reduction in government funding for dredging and other contracts, or government cancellation of such contracts, or the inability of the Corps to let bids to market; • Our ability to qualify as an eligible bidder under government contract criteria and to compete successfully against other qualified bidders in order to obtain government dredging and other contracts; 11 • The political environment and governmental fiscal and monetary policies; • Cost over-runs, operating cost inflation and potential claims for liquidated damages, particularly with respect to our fixed-price contracts; • The timing of our performance on contracts and new contracts being awarded to us; • Significant liabilities that could be imposed were we to fail to comply with government contracting regulations; • Project delays related to the increasingly negative impacts of climate change or other unusual, non-historical weather patterns; • Costs necessary to operate and maintain our existing vessels and the construction of new vessels, including with respect to changes in applicable regulations or standards; • Equipment or mechanical failures; • Pandemic, epidemic or outbreak of an infectious disease; • Disruptions to our supply chain for procurement of new vessel build materials or maintenance on our existing vessels; • Capital and operational costs due to environmental regulations; • Market and regulatory responses to climate change, including proposed regulations concerning emissions reporting and future emissions reduction goals; • Contract penalties for any projects that are completed late; • Force majeure events, including natural disasters, war and terrorists’ actions; • Changes in the amount of our estimated backlog; • Significant negative changes attributable to large, single customer contracts; • Our ability to obtain financing for the construction of new vessels; • Our ability to secure contracts to utilize our new offshore energy vessel; • Unforeseen delays and cost overruns related to the construction of our new vessels; • Any failure to comply with the Jones Act provisions on coastwise trade, or if those provisions were modified, repealed or interpreted differently; • Our ability to comply with anti-discrimination laws, including those pertaining to diversity, equity and inclusion programs; • Fluctuations in fuel prices, particularly given our dependence on petroleum-based products; • Impacts of nationwide inflation on procurement of new build and vessel maintenance materials; • Our ability to obtain bonding or letters of credit and risks associated with draws by the surety on outstanding bonds or calls by the beneficiary on outstanding letters of credit; • Acquisition integration and consolidation, including transaction expenses, unexpected liabilities and operational challenges and risks; • Divestitures and discontinued operations, including retained liabilities from businesses that we sell or discontinue; • Potential penalties and reputational damage as a result of legal and regulatory proceedings; • Any liabilities imposed on us for the obligations of joint ventures and similar arrangements and subcontractors; • Increased costs of certain material used in our operations due to newly imposed tariffs; • Unionized labor force work stoppages; • Any liabilities for job-related claims under federal law, which does not provide for the liability limitations typically present under state law; • Operational hazards, including any liabilities or losses relating to personal or property damage resulting from our operations; 12 • Our substantial amount of indebtedness, which makes us more vulnerable to adverse economic and competitive conditions; • Restrictions on the operation of our business imposed by financing terms and covenants; • Impacts of adverse capital and credit market conditions on our ability to meet liquidity needs and access capital; • Limitations on our hedging strategy imposed by statutory and regulatory requirements for derivative transactions; • Foreign exchange risks, in particular, related to the new offshore energy vessel build; • Losses attributable to our investments in privately financed projects; • Restrictions on foreign ownership of our common stock; • Restrictions imposed by Delaware law and our charter on takeover transactions that stockholders may consider to be favorable; • Restrictions on our ability to declare dividends imposed by our financing agreements or Delaware law; • Significant fluctuations in the market price of our common stock, which may make it difficult for holders to resell our common stock when they want or at prices that they find attractive; • Our ability to fully implement our share repurchase program and whether such program will enhance long-term stockholder value; • Changes in previously recorded net revenue and profit as a result of the significant estimates made in connection with our methods of accounting for recognized revenue; • Maintaining an adequate level of insurance coverage; • Our ability to find, attract and retain key personnel and skilled labor; • Disruptions, failures, data corruption, cyber-based attacks, security breaches, or regulatory non-compliance affecting our information technology and operational technology systems; and • Impairments of our goodwill or other intangible assets.
We have entered into bonding agreements with the sureties, or the “Sureties”, pursuant to which the Sureties issue bid bonds, performance bonds and payment bonds, and provide guarantees required by us in the day-to-day operations of our dredging business.
We have entered into bonding agreements with various surety companies (the “Sureties”) pursuant to which the Sureties issue bid bonds, performance bonds and payment bonds, and provide guarantees required by us in the day-to-day operations of our dredging business.
Comprehensive Environmental Response, Compensation and Liability Act of 1980 and the Oil Pollution Act of 1990 impose strict and, under some circumstances joint and several, liability on owners and lessees of land and facilities as well as owners and operators of vessels.
Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Marine Protection, Research and Sanctuaries Act, and the Oil Pollution Act of 1990 impose strict and, under some circumstances joint and several, liability on owners and lessees of land and facilities as well as owners and operators of vessels.
Delays, such as those we experienced in 2022, may affect our ability to perform on our projects or increase the cost of our performing certain projects, and may result in our inability to perform certain projects on time and on budget. We attempt to plan for all scenarios and assign risk when bidding on projects.
Delays may affect our ability to perform on our projects or increase the cost of our performing certain projects, and may result in our inability to perform certain projects on time and on budget. We attempt to plan for all scenarios and assign risk when bidding on projects.
Depending on the specific circumstances of any particular force majeure event, or if we are unable to react quickly to such an event, our operations may be affected significantly, our productivity may be affected, our ability to complete projects in accordance with our contractual obligations may be affected, our payments from customers may be delayed and we may incur increased labor and materials costs, which could have a negative impact on our financial condition, relationships with customers or suppliers, and our reputation. 17 The amount of our estimated backlog may change and may not be indicative of future revenues.
Depending on the specific circumstances of any particular force majeure event, or if we are unable to react quickly to such an event, our operations may be affected significantly, our productivity may be affected, our ability to complete projects in accordance with our contractual obligations may be affected, our payments from customers may be delayed and we may incur increased labor and materials costs, which could have a negative impact on our financial condition, relationships with customers or suppliers, and our reputation.
As of December 31, 2024, approximately 29% of the Company’s total backlog is from two private customers. Loss of a single customer contract could significantly decrease revenue. Our individual customer contracts may relate to large-scale projects that can be responsible for a significant portion of our revenue and/or backlog.
As of December 31, 2025, approximately 41% of the Company’s total backlog is from five private customers. 20 Loss of a single customer contract could significantly decrease revenue. Our individual customer contracts may relate to large-scale projects that can be responsible for a significant portion of our revenue and/or backlog.
Revenues related to dredging contracts with federal agencies or companies operating under contracts with federal agencies and the percentage as a total of dredging revenue for the years ended December 31, 2024, 2023 and 2022 were as follows: Year Ended December 31, 2024 2023 2022 Federal government revenue (in US $1,000) $ 430,980 $ 438,790 $ 431,705 Percent of revenue from federal government 57 % 74 % 67 % Amounts spent by the federal government on dredging are subject to the budgetary and legislative processes.
Revenues related to dredging contracts with federal agencies or companies operating under contracts with federal agencies and the percentage as a total of dredging revenue for the years ended December 31, 2025, 2024 and 2023 were as follows: 2025 2024 2023 Federal government revenue (in US $1,000) $ 422,541 $ 430,980 $ 438,790 Percent of revenue from federal government 48 % 57 % 74 % Amounts spent by the federal government on dredging are subject to the budgetary and legislative processes.
Our quarterly and annual results of operations have fluctuated from period to period in the past and may continue to fluctuate in the future. Accordingly, you should not rely on the results of any past quarter or quarters as an indication of future performance in our business operations or valuation of our stock.
Our quarterly and annual results of operations have fluctuated from period to period in the past and may continue to fluctuate in the future. Accordingly, the results of any past quarter or quarters are not an indication of future performance in our business operations or the valuation of our stock.
Our ability to obtain customers and/or contracts on terms favorable to the Company to utilize this new vessel for subsea rock installation for wind turbines could be impacted by unforeseen market conditions or changing political climates.
Our ability to obtain contracts on terms favorable to the Company to utilize the Acadia, our new vessel for subsea rock installation, could be impacted by unforeseen market conditions or changing political climates.
An unpredictable or volatile political environment in the United States, including any social unrest and uncertainty as a result of the 2024 U.S. presidential election, could negatively impact business and market conditions, economic growth, financial stability, and business, consumer, investor and regulatory sentiments, any one or more of which in turn could cause our business and financial results to be adversely impacted.
An unpredictable or volatile political environment in the United States, including any social unrest, could negatively impact business and market conditions, economic growth, financial stability, and business, consumer, investor and regulatory sentiments, any one or more of which in turn could cause our business and financial results to be adversely impacted.
The majority of our work is performed on a fixed-price basis. Contract revenue is recorded over time based on estimates which we develop from information known to us at the time of recording, but which may change. The cumulative impact of revisions to estimates is reflected in the period in which these changes are experienced or become known.
Contract revenue is recorded over time based on estimates which we develop from information known to us at the time of recording, but which may change. The cumulative impact of revisions to estimates is reflected in the period in which these changes are experienced or become known.
The current U.S. presidential administration has increased tariffs on certain imported products and generally on imports from certain countries. For example, on February 10, 2025, President Trump imposed a 25% tariff on imported steel and aluminum.
The current U.S. presidential administration has increased tariffs on certain imported products and generally on imports from certain countries. For example, in February 2025, President Trump imposed a 25% tariff on imported steel and aluminum and in June 2025 he raised this tariff to 50%.
In recent years, the United States has imposed Section 232 tariffs and other import taxes on certain steel and aluminum products, such as imported dredge-related machinery and pipes. These tariffs and other import taxes have increased the prices of these inputs.
New tariffs have increased our costs and could adversely affect our business operations, revenues and profits. In recent years, the United States has imposed Section 232 tariffs and other import taxes on certain steel and aluminum products, such as imported dredge-related machinery and pipes. These tariffs and other import taxes have increased the prices of these inputs.
Under these types of arrangements, performance by the divested businesses or other conditions outside of our control could affect future financial results and such claims or conditions may divert management attention from our continuing business. During the second quarter of 2014, the Company completed the sale of its historical demolition business.
Under these types of arrangements, performance by the divested businesses or other conditions outside of our control could affect future financial results and such claims or conditions may divert management attention from our continuing business.
Our inability to obtain such insurance coverage at acceptable rates or at all could have a material adverse effect on our business, results of operations, cash flows or financial condition.
We may not be able to obtain similar levels of insurance on reasonable terms, or at all. Our inability to obtain such insurance coverage at acceptable rates or at all could have a material adverse effect on our business, results of operations, cash flows or financial condition.
Inability to secure contracts to utilize new offshore energy vessel could adversely impact our business strategy and have a material adverse effect on our operating results, cash flows or financial condition. We have previously disclosed the build of our new offshore energy vessel that is in progress.
Inability to secure contracts to utilize our new offshore energy vessel could adversely impact our business strategy and have a material adverse effect on our operating results, cash flows or financial condition.
Our ability to complete projects in accordance with our contractual obligations may be affected, and we may incur increased labor and materials costs. If the shipyards with which we contract are affected, regulatory drydocking and repairs and general maintenance of our vessels, as well as new construction, may be delayed and we may incur increased labor and materials costs.
If the shipyards with which we contract are affected, regulatory dry docking and repairs and general maintenance of our vessels, as well as new construction, may be delayed and we may incur increased labor and materials costs.
Additionally, the increased cost of steel and other materials may adversely impact the cost of general maintenance and/or repairs of our existing vessels. An inability to obtain bonding or letters of credit would limit our ability to obtain future contracts, which could, along with any draws on existing arrangements, adversely affect our business, operating results, cash flows and financial condition.
An inability to obtain bonding or letters of credit would limit our ability to obtain future contracts, which could, along with any draws on existing arrangements, adversely affect our business, operating results, cash flows and financial condition.
Impairments to our goodwill or other intangible assets could negatively affect our financial condition and results of operations. Under current accounting guidelines, we must assess, at least annually and potentially more frequently, whether the value of our goodwill and other intangible assets have been impaired.
Under current accounting guidelines, we must assess, at least annually and potentially more frequently, whether the value of our goodwill and other intangible assets have been impaired.
We use low sulfur fuel in many of our domestic operations, and future increases in the costs of fuel and other petroleum-based products used in our business, particularly if a bid has been submitted for a contract and the costs of those products have been estimated at amounts less than the actual costs thereof, could result in a lower profit, or even a loss, on one or more contracts.
We use low sulfur fuel in many of our domestic operations, and future increases in the costs of fuel and other petroleum-based products used in our business, particularly if a bid has been submitted for a contract and the costs of those products have been estimated at amounts less than the actual costs thereof, could result in a lower profit, or even a loss, on one or more contracts. 22 Our investing and operating costs depend significantly on the prices of new build and general maintenance and repair materials, and price increases due to high nationwide inflation could adversely affect our profits.
Our contract backlog represents our estimate of the revenues that we will realize under the portion of the contracts remaining to be performed.
The amount of our estimated backlog may change and may not be indicative of future revenues. Our contract backlog represents our estimate of the revenues that we will realize under the portion of the contracts remaining to be performed.
The failure of our directors or any new members of our board of directors or management to perform effectively could have a significant negative impact on our business, financial condition and results of operations. Disruption, failure, data corruption, cyber-based attacks or security breaches of our IT systems could adversely affect our business and results of operations.
The failure of our directors or any new members of our board of directors or management to perform effectively could have a significant negative impact on our business, financial condition and results of operations.
At any given time, we are subject to Jones Act personal injury claims and claims from general contractors and other third parties for personal injuries. Our insurance policies may not be adequate to protect us from liabilities that we incur in our business. We may not be able to obtain similar levels of insurance on reasonable terms, or at all.
At any given time, we are subject to Jones Act personal injury claims and claims from third parties for personal injuries, as well as commercial or property damage claims. Our insurance policies may not be adequate to protect us from liabilities that we incur in our business.
Year Ended December 31, 2024 2023 2022 Federal government backlog (in US $1,000) $ 662,933 $ 350,242 $ 290,694 Percentage of total backlog from federal government 53 % 32 % 77 % Although we do not currently have any international projects, if we were to engage in a new foreign project, we may have backlog with foreign governments that use local laws and regulations to change the terms of a contract in backlog or to limit our ability to receive payment on a timely basis.
Below is our backlog from federal government contracts as of December 31, 2025, 2024, and 2023 and the percentage of those contracts to total backlog as of the same date. 2025 2024 2023 Federal government backlog (in US $1,000) $ 452,869 $ 662,933 $ 350,242 Percentage of total backlog from federal government 51 % 53 % 32 % As we engage in a new foreign project, we may have backlog with foreign governments that use local laws and regulations to change the terms of a contract in backlog or to limit our ability to receive payment on a timely basis.
Changes in governmental regulations, safety or other equipment standards, as well as compliance with standards imposed by maritime self-regulatory organizations and customer requirements or competition, could also substantially increase the cost of such construction beyond what we currently expect such costs to be.
Changes in governmental regulations, safety or other equipment standards, as well as compliance with standards imposed by maritime self-regulatory organizations and customer requirements or competition, could also substantially increase the cost of such construction beyond what we currently expect such costs to be. 21 Our business would be adversely affected if we failed to comply with Jones Act provisions on coastwise trade, or if those provisions were modified, repealed or interpreted differently.
As of December 31, 2024, we had indebtedness of $460.0 million, consisting of our senior subordinated notes, our second lien credit agreement and borrowings on our revolving credit facility. As of December 31, 2024, we had approximately $43.5 million of undrawn letters of credit, leaving $221.2 million of additional borrowing capacity under our revolving credit facility.
As of December 31, 2025, we had indebtedness of $380.0 million, consisting of our senior subordinated notes and borrowings on our revolving credit facility. As of December 31, 2025, we had approximately $57.9 million of undrawn letters of credit, leaving $316.7 million of additional borrowing capacity under our revolving credit facility.
If we choose, or are required, to pay our subcontractors for work performed for customers who fail to pay, or delay paying us for the related work, we could experience a material decrease in profitability and liquidity. 22 New tariffs have increased our costs and could adversely affect our business operations, revenues and profits.
In addition, in some cases, we pay our subcontractors before our customers pay us for the related services. If we choose, or are required, to pay our subcontractors 24 for work performed for customers who fail to pay, or delay paying us for the related work, we could experience a material decrease in profitability and liquidity.
These adverse rulings, as well as other adverse letter rulings by CBP, may adversely impact our competitive advantage in the United States offshore energy industry, which could have a material adverse effect on our business, results of operations, cash flows or financial condition. 19 If we fail to comply with anti-discrimination laws, including those pertaining to diversity, equity and inclusion programs, we could be subject to legal action and reputational risk.
These adverse rulings, as well as other adverse letter rulings by CBP, may adversely impact our competitive advantage in the United States offshore energy industry, which could have a material adverse effect on our business, results of operations, cash flows or financial condition.
As a consequence, we may not be able to issue additional debt in amounts and/or with terms that we consider to be reasonable. One or more of these occurrences could limit our ability to pursue other business opportunities. Regulatory requirements for derivative transactions could adversely impact our ability to hedge interest rate, currency or commodity risks.
One or more of these occurrences could limit our ability to pursue other business opportunities. Regulatory requirements for derivative transactions could adversely impact our ability to hedge interest rate, currency or commodity risks.
Overall, the potential impact of a pandemic, epidemic or outbreak of an infectious disease with respect to our markets or our facilities is difficult to predict and could adversely impact our business.
Overall, the potential impact of a pandemic, epidemic or outbreak of an infectious disease with respect to our markets or our facilities is difficult to predict and could adversely impact our business. 18 Disruptions to our supply chain affecting our markets or impacting our facilities or suppliers could prohibit procurement of materials necessary for maintenance of our existing vessels and new vessel build materials and adversely impact our business.
Costs necessary to operate and maintain our vessels tend to increase with the age of the vessel, and costs of such maintenance, as well as costs associated with new build programs, may also increase due to changes in applicable regulations or standards, which could decrease our profits.
We expect that the severity of unusual storms and weather patterns will continue to fluctuate and may continue to adversely impact our ability to complete projects on time and on budget and therefore could materially adversely affect our business operations, revenues and profits. 17 Costs necessary to operate and maintain our vessels tend to increase with the age of the vessel, and costs of such maintenance, as well as costs associated with new build programs, may also increase due to changes in applicable regulations or standards, which could decrease our profits.
General Risk Factors Our methods of accounting for recognized revenue involve significant estimates and could result in a change in previously recorded revenue and profit. We recognize revenue on our projects using generally accepted accounting principles in the United States (“GAAP”) including guidance from Revenue from Contracts with Customers, as amended (commonly referred to as ASC 606).
We recognize revenue on our projects using generally accepted accounting principles in the United States (“GAAP”) including guidance from Revenue from Contracts with Customers, as amended (commonly referred to as ASC 606). The majority of our work is performed on a fixed-price basis.
Our inability to qualify as an eligible bidder for government contracts or to compete successfully with other qualified bidders for certain contracts could materially adversely affect our business operations, revenues and profits. The U.S. government and various state, local and foreign government agencies conduct rigorous competitive processes for awarding many contracts.
A significant reduction in government funding for dredging or remediation contracts could materially adversely affect our business, operations, revenues and profits. Our inability to qualify as an eligible bidder for government contracts or to compete successfully with other qualified bidders for certain contracts could materially adversely affect our business operations, revenues and profits.
In the third quarter of 2024, S&P Global Ratings upgraded our corporate credit rating from CCC+ to B- and reaffirmed our outlook as stable. These credit ratings are below investment grade and could raise our cost of financing.
In the fourth quarter of 2025, S&P Global Ratings (“S&P”) upgraded our corporate credit rating from B- to B and reaffirmed our outlook as stable.
A significant reduction in government funding for dredging or remediation contracts could materially adversely affect our business, operations, revenues and profits. Further, if the Corps is unable to let bids to market, it could adversely affect our business, operations, revenues and profits.
Risks Related to our Business A reduction in government funding for dredging or other contracts, or government cancellation of such contracts, or the inability of the Corps to let bids to market could materially adversely affect our business operations, revenues and profits. A substantial portion of our revenue is derived from federal government contracts, particularly dredging contracts.
If we are unable to obtain bonds or letters of credit on terms reasonably acceptable to us, our ability to take on future work would be severely limited.
If we are unable to obtain bonds or letters of credit on terms reasonably acceptable to us, our ability to take on future work would be severely limited. Acquisitions involve integration, consolidation and strategic risks and may involve significant transaction expenses and unexpected liabilities, which could adversely affect our business and results of operations.
Some contracts include multiple award task order contracts in which several contractors are selected as eligible bidders for future work.
The U.S. government and various state, local and foreign government agencies conduct rigorous competitive processes for awarding many contracts. Some contracts include multiple award task order contracts in which several contractors are selected as eligible bidders for future work.
The average age of our more significant vessels as of December 31, 2024, by equipment type, is as follows: Type of Equipment Quantity Average Age in Years Hydraulic Dredges 7 47 Hopper Dredges 5 25 Mechanical Dredges 4 52 Unloaders 1 41 Drillboats 1 41 Material and Other Barges 91 25 Total 109 28 Remaining economic life has not been presented, because it is not reasonably quantifiable.
The average age of our more significant vessels as of December 31, 2025, by equipment type, is as follows: Type of Equipment Quantity Average Age in Years Hopper Dredges 6 22 Hydraulic Dredges 7 48 Mechanical Dredges 3 50 Scows 13 14 Multi Cats 2 3 Other Support Vessels 74 27 Total 105 27 Remaining economic life has not been presented, because it is not reasonably quantifiable.
Inability to obtain secure financing or financing on favorable terms for our new vessels could negatively impact our business, financial position and/or results of operations. We have previously disclosed our plans to build new vessels which requires significant capital expenditures.
Inability to obtain secure financing or financing on favorable terms for any future new vessels could negatively impact our business, financial position and/or results of operations. Unforeseen issues could arise in our ability to obtain secure financing or to obtain secure financing on terms favorable to us for building any future new vessels.
Unforeseen delays and cost overruns could postpone delivery of or halt plans to build new vessels and, as a result, negatively impact our business strategy. We have previously disclosed our plans to build new vessels. Unknown mechanical or engineering issues involving new vessels could adversely affect the Company’s business, operating results, cash flows or financial condition.
Unforeseen delays and cost overruns could postpone delivery of or halt plans to build new vessels and, as a result, negatively impact our business strategy. While our previously disclosed new build program has largely been completed, we may plan new vessels in the future.
Our future revenues and profitability will also be impacted to some extent by our ability to secure financing for new vessels and bring them into service within the timeline anticipated by the Company. The Company contracts with shipyards to build new vessels and currently has vessels under construction.
Unknown mechanical or engineering issues involving new vessels could adversely affect the Company’s business, operating results, cash flows or financial condition. Our future revenues and profitability will also be impacted to some extent by our ability to secure financing for new vessels and bring them into service within the timeline anticipated by the Company.
The Company’s master and ancillary contracts with IUOE Local 25 expire on September 30, 2027. Our agreements with the Seafarers International Union expire on February 28, 2026. While we expect that the membership will have a tentative agreement before expiration of the current agreement, we cannot be certain that will occur.
The Company’s master and ancillary contracts with IUOE Local 25 expire on September 30, 2027. Our agreements with the Seafarers International Union expire on February 28, 2029.
Disruptions to our supply chain affecting our markets or impacting our facilities or suppliers could prohibit procurement of materials necessary for maintenance of our existing vessels and new vessel build materials and adversely impact our business. Supply chain issues could cause disruptions that restrict our ability to perform work for future projects.
Supply chain issues could cause disruptions that restrict our ability to perform work for future projects. Our ability to complete projects in accordance with our contractual obligations may be affected, and we may incur increased labor and materials costs.
Our portfolio of hardware and software products, solutions and services and our enterprise IT systems may be vulnerable to damage or disruption caused by circumstances beyond our control such as catastrophic events, power outages, natural disasters and computer system or network failures.
Disruptions or compromises of these systems could impair vessel operations, delay project execution, affect safety and environmental compliance, disrupt customer service, or impair financial and operational reporting. Our systems may be affected by events beyond our control, such as power outages, natural disasters, catastrophic events, and network failures.
Removed
A substantial portion of our revenue is derived from federal government contracts, particularly dredging contracts.
Added
Risks Related to the Pending Transaction The Transaction is subject to a number of conditions, which may not be satisfied in a timely manner or at all. On February 10, 2026, we entered into the Merger Agreement with Saltchuk and Merger Sub.
Removed
In 2022, our business was adversely impacted by the inability of the Corps to let bids to market, and that inability may continue and may adversely impact our results of operations. If the Corps does not bring higher margin capital projects to market, it may adversely impact our results of operations.
Added
Completion of the Transaction is subject to various closing conditions, including the tender of one share more than a majority of the outstanding shares of our common stock and receipt of required antitrust clearance. There can be no assurance that these conditions will be satisfied or that the Transaction will be completed within the expected timeframe or at all.
Removed
We expect that the severity of unusual storms and weather patterns will continue to fluctuate and may continue to adversely impact our ability to complete projects on time and on budget and therefore could materially adversely affect our business operations, revenues and profits.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Our CISO has a comprehensive background in various enterprise-wide information technology and cybersecurity leadership roles within the global energy and oil and gas sectors and strategy consulting. The Audit Committee receives a report from our Director of Internal Audit on the ERM risk register at least three times a year.
Cybersecurity leadership is provided by the Chief Information Security Officer (“CISO”) and the Chief Legal Officer. The CISO has a comprehensive background in various enterprise-wide information technology and cybersecurity leadership roles within the global energy and oil and gas sectors and strategy consulting.
Although we have not experienced any material cybersecurity events to date, new advanced cybersecurity threats and attack vectors could materially affect our business strategy, results of operation or financial condition, as further discussed in the risk factors “Disruption, failure, data corruption, cyber-based attacks or security breaches of our IT systems could adversely affect our business and results of operations” in Part I, Item 1A of this Annual Report on Form 10-K.
Future incidents or compliance failures could materially adversely affect our business strategy, operating results, cash flows, or financial condition, as further described in the risk factor titled “Disruptions, failures, data corruption, cyber-based attacks, security breaches, or regulatory non-compliance affecting our information technology and operational technology systems could materially adversely affect our operations, project execution, regulatory standing, and financial condition.” included in Part I, Item 1A of this Annual Report on Form 10-K. 32
The CLO reports to the CEO, and to the Audit Committee and the full board of directors with regard to significant cybersecurity incidents, as further described below. Our CLO has specific training in cybersecurity awareness and holds a certificate of Cybersecurity Governance for the Board of Directors from the Massachusetts Institute of Technology Sloan School of Management.
The Chief Legal Officer has specific training in cybersecurity awareness and holds a certificate of Cybersecurity Governance for the Board of Directors from the Massachusetts Institute of Technology Sloan School of Management. The CISO is responsible for cybersecurity strategy, protection of IT and OT systems, business continuity, threat assessment, cybersecurity governance, and maintenance of the cybersecurity risk register.
Item 1C. Cybersecurity. Our process of assessing, identifying and managing material risks from cybersecurity threats is integrated into our overall enterprise risk management (“ERM”) process. The audit committee of the board of directors (the “Audit Committee”) oversees our ERM framework, including cybersecurity and other information technology risks.
Item 1C. Cybersecurity. Our process for assessing, identifying, and managing material risk from cybersecurity threats is integrated into our enterprise risk management framework and encompasses risks associated with both IT and OT systems, including systems supporting vessels operations, remote monitoring, navigation, positioning, engine performance, maintenance diagnostics, and our integrated operations center.
Removed
This involves collaboration with key personnel, including the Chief Financial Officer (“CFO”), the Chief Information Security Officer (“CISO”), IT operational management and Internal Audit. We also have a cross-functional team led by the CISO, which meets weekly with a fixed agenda to discuss mitigation and action-items related to ERM cyber risk updates, cyber statistics dashboards and threat vectors.
Added
The Audit Committee of the board of directors oversees enterprise risk management, including cybersecurity, IT and OT risks, and receives updates from the Director of Internal Audit on the enterprise risk management risk register, including cybersecurity risks, at least three times per year.
Removed
The CISO and Chief Legal Officer (“CLO”) are key members of management responsible for strategic cybersecurity leadership. They lead tactical threat assessment, keep an updated risk register and develop and maintain governance and procedures. The CISO reports to the CFO and presents at least annually to the Audit Committee and the full board of directors on cybersecurity processes.
Added
Our cybersecurity risk management program includes managed threat intelligence, endpoint vulnerability scanning, network segmentation and segregation between IT and OT environments, security assessments, continuous monitoring tools, and incident response capabilities designed to identify, evaluate, and mitigate cybersecurity risks.
Removed
To help manage cybersecurity risks, we have implemented a cybersecurity program consisting of security risk assessments, testing, continuous surveillance, dynamic incident response services and business continuity planning.
Added
We engage third-party cybersecurity service providers, including extended managed detection and response providers and specialized security firms, to support monitoring and response across cloud services, networks, endpoints, and hybrid IT/OT environments. The program is informed by NIST and is 31 periodically reviewed and updated through internal assessments, penetration testing, targeted testing, tabletop exercises, and external reviews.
Removed
Our cybersecurity program utilizes the guidelines of the National Institute of Standards and Technology Cybersecurity Framework to define material risks and establish controls designed to protect, detect, respond to and recover from cybersecurity incidents. In addition, we engage consultants to assess our resilience against applicable practices and standards for our industry.
Added
The CISO reports to the Chief Financial Officer and provides cybersecurity updates to the Audit Committee and the full board of directors at least annually. The Chief Legal Officer reports to the Chief Executive Officer and oversees regulatory compliance and disclosure obligations related to cybersecurity incidents and reports significant incidents to the Audit Committee and the board of directors.
Removed
We use threat intelligence, vulnerability scanning and security assessments to identify and classify risks and impact. We engage multiple third-party cybersecurity services and experts who collaborate with our internal team to provide a multilayered approach for real-time threat detection across cloud services, networks and endpoints.
Added
A cross-functional cybersecurity risk management team led by the CISO meets bi-weekly to review mitigation activities, cybersecurity metrics, emerging threat developments, and the security posture of both corporate and vessel-based systems. We maintain business continuity and disaster recovery plans designed to support the resilience of critical business and vessel operations.
Removed
Our security measures are under continuous scrutiny, with regular enhancements and updates to our policies and operational protocols integrated with a feedback loop from tabletop exercises. Our business continuity and response plan outlines our plans, procedures and policies governing our general information security program.
Added
These plans include defined recovery time and recovery point objectives, business impact analyses, escalation procedures, crisis management protocols, and coordination across operational, legal, financial, and executive functions. Periodic training and exercises are conducted to enhance preparedness for both IT and OT-related disruption scenarios. In addition, we engage consultants to assess our resilience against applicable practices and standards for our industry.
Removed
As part of our business continuity plan and security awareness, we conduct tabletop exercises and regular mandatory training for all employees.
Added
We maintain processes to address cybersecurity risks associated with third-party service providers and suppliers, including contractual security requirements, due diligence assessments, and implementation of enhanced supplier security expectations. These measures are intended to address evolving regulatory and operational requirements relating to security management practices, information handling, asset management, workforce training, incident notification, and subcontractor oversight.
Removed
We have also implemented a cybersecurity enhancement program, focusing on special initiatives which include automating security incident response, including systems that can provide quicker business recovery from multi-geographical locations, strengthening the governance framework, upgrading the hybrid server environment on our vessels and improving wireless 29 communication system resilience.
Added
However, third-party controls may not prevent all future incidents or compliance failures. To support regulatory compliance and certain customer requirements, we are implementing segmented and access-controlled data environments, including protected enclaves, for designated sensitive data sets.
Removed
In addition, we have a process in place to manage cybersecurity risks associated with third-party service providers.
Added
Despite these safeguards, we may face regulatory scrutiny, enforcement actions, contractual claims, penalties, or reputational harm if our cybersecurity controls are determined to be inadequate or if a material incident occurs. Cybersecurity matters are reported to senior management as appropriate.
Removed
We are in the process of imposing the new regulatory security requirements upon our suppliers, which will include: maintaining an effective security management program, abiding by information handling and asset management requirements and notifying us in the event of any known or suspected cyber incident.
Added
Incidents with potential business, operational, regulatory, or financial impact may be escalated on a 24/7 basis under established incident response and continuity procedures to an incident response team led by the appropriate Business Continuity Coordinator (“BCC”). Management prepares analyses and reports to support operational decision-making, regulatory compliance, and disclosure determinations.
Removed
The status of our cybersecurity is reported to senior management as needed, and formal incident reports are made for incidents with risk of significant impact to the Company.
Added
The BCC provides information to the Chief Legal Officer for evaluation and, where appropriate, reporting to the Audit Committee and the board of directors. Although we have not experienced any material cybersecurity incidents to date, cybersecurity threats and regulatory expectations continue to evolve.
Removed
Such incidents are escalated to our Incident Response Team, led by the Business Continuity Coordinator (“BCC”), which follows our business continuity plan and includes executive summary for management, along with compliance reports to regulators within the required timeframes.
Removed
The BCC is responsible for providing timely information to the CLO, who reports to the Audit Committee and the full board of directors.

Item 2. Properties

Properties — owned and leased real estate

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Item 2. Pr operties. The Company owns or leases the properties described below. The Company believes that its existing facilities are adequate for its operations. The Company’s headquarters are located at 9811 Katy Freeway, Suite 1200, Houston, Texas 77024 with approximately 31,336 square feet of office space that it leases with a term expiring in 2030.
Item 2. Pr operties. The Company owns or leases the properties described below. The Company believes that its existing facilities are adequate for its operations. The Company’s headquarters are located at 9811 Katy Freeway, Suite 1200, Houston, Texas 77024 with approximately 33,630 square feet of office space that it leases with a term expiring in 2030.
As of December 31, 2024, the Company owns or leases the following additional facilities: Location Type of Facility Size Leased or Owned Staten Island, NY Yard 4.4 Acres Owned Morgan City, LA Yard 6.4 Acres Owned Norfolk, VA Yard 15.3 Acres Owned Norfolk, VA Yard 16.2 Acres Leased Little Rock, AR Yard 11.8 Acres Leased Cape Girardeau, MO Office 726 Square feet Owned Cape Girardeau, MO Storage 7,200 Square feet Owned Cape Girardeau, MO Yard 18.4 Acres Owned Jacksonville, FL Office 4,171 Square feet Leased Oakbrook Terrace, IL Office 30,448 Square feet Leased
As of December 31, 2025, the Company owns or leases the following additional facilities, as well as other less material owned or leased facilities: Location Type of Facility Size Leased or Owned Staten Island, NY Yard 4.4 Acres Owned Morgan City, LA Yard 6.4 Acres Owned Norfolk, VA Yard 15.3 Acres Owned Chesapeake, VA Yard 16.2 Acres Leased Little Rock, AR Yard 11.8 Acres Leased Cape Girardeau, MO Office 726 Square feet Owned Cape Girardeau, MO Storage 7,200 Square feet Owned Cape Girardeau, MO Yard 18.4 Acres Owned Ste Genevieve, MO Storage 8,000 Square feet Leased

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Item 3. Leg al Proceedings. For additional discussion of certain litigation involving the Company, see the disclosures under “Legal proceedings and other contingencies” included within Note 12, “Commitments and contingencies,” to the Company’s consolidated financial statements. Item 4. Mine Saf ety Disclosures. Not applicable. 30 Part II
Item 3. Leg al Proceedings. For additional discussion of certain litigation involving the Company, see the disclosures under “Legal proceedings and other contingencies” included within Note 12, “Commitments and contingencies,” to the Company’s consolidated financial statements. Item 4. Mine Saf ety Disclosures. Not applicable. 33 Part II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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The graph below shows the cumulative total return to stockholders of the Company’s common stock during a five year period ended December 31, 2024, the last trading day of our 2024 fiscal year, compared with the return on the NASDAQ Composite Index and a group of our peers which we use internally as a benchmark for our performance.
The graph below shows the cumulative total return to stockholders of the Company’s common stock during a five year period ended December 31, 2025, the last trading day of our 2025 fiscal year, compared with the return on the NASDAQ Composite Index and a group of our peers which we use internally as a benchmark for our performance.
Holders of Record As of February 17, 2025, the Company had approximately 16 shareholders of record of the Company’s common stock. A substantial number of holders of the Company’s common stock are “street name” or beneficial holders, whose shares are held of record by banks, brokers and other financial institutions.
Holders of Record As of February 20, 2026, the Company had approximately 15 shareholders of record of the Company’s common stock. A substantial number of holders of the Company’s common stock are “street name” or beneficial holders, whose shares are held of record by banks, brokers and other financial institutions.
TDW Given the usage of this peer group for compensation purposes and the fact that each peer is a capital-intensive business, the Company deems it appropriate to also use this peer group for showing the comparative cumulative total return to stockholders of Great Lakes.
Pump Southland Holdings, Inc. SLND Sterling Infrastructure, Inc. STRL Team, Inc. TISI Tidewater Inc. TDW Given the usage of this peer group for compensation purposes and the fact that each peer is a capital-intensive business, the Company deems it appropriate to also use this peer group for showing the comparative cumulative total return to stockholders of Great Lakes.
AGX Badger Infrastructure Solutions Ltd. BADFF Construction Partners Inc ROAD Forum Energy Technologies, Inc. FET Helix Energy Solutions Group, Inc. HLX KLX Energy Services Holdings, Inc. KLXE Limbach Holdings LMB Logistec Corporation LGT Matrix Service Company MTRX Mistras Group MG Northwest Pipe Company NWPX NPK International Inc. NPKI NV5 Global Inc NVEE Oil States International, Inc.
AGX Badger Infrastructure Solutions Ltd. BADFF Construction Partners Inc ROAD Forum Energy Technologies, Inc. FET Helix Energy Solutions Group, Inc. HLX KLX Energy Services Holdings, Inc. KLXE Limbach Holdings, Inc. LMB Matrix Service Company MTRX Mistras Group, Inc. MG NV5 Global Inc NVEE NWPX Infrastructure, Inc. NWPX Oil States International, Inc. OIS Orion Group Holdings, Inc. ORN ProPetro Holding Corp.
The graph assumes initial investments of $100 each on December 31, 2019, in GLDD stock (assuming reinvestment of all dividends paid during the period), the NASDAQ Composite Index and the peer group companies, collectively. 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 Great Lakes Dredge & Dock Corp $ 100.00 $ 116.24 $ 138.75 $ 52.52 $ 67.78 $ 99.65 Peer Average (see below) 100.00 83.32 71.68 77.80 104.33 153.26 NASDAQ Composite Index 100.00 143.64 174.36 116.65 167.30 215.22 31 The peer group in the graph above is composed of the following member companies: Company Ticker Ameresco AMRC Argan, Inc.
The graph assumes initial investments of $100 each on December 31, 2020, in GLDD stock (assuming reinvestment of all dividends paid during the period), the NASDAQ Composite Index and the peer group companies, collectively. 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 12/31/2025 Great Lakes Dredge & Dock Corp $ 100.00 $ 119.36 $ 45.18 $ 58.31 $ 85.73 $ 99.62 Peer Average (see below) 100.00 83.97 90.81 119.18 175.24 275.76 NASDAQ Composite Index 100.00 121.39 81.21 116.47 149.83 180.33 34 The peer group in the graph above is composed of the following member companies: Company Ticker Ameresco AMRC Argan, Inc.
Accordingly, the Company cannot ensure the size of any such dividend or that the Company will pay any future dividend. Issuer Purchases of Equity Securities The Company did not repurchase any shares of its common stock during the quarter ended December 31, 2024. Item 6. [ Reserved] Not applicable. 32
Accordingly, the Company cannot ensure the size of any such dividend or that the Company will pay any future dividend. 35 Issuer Purchases of Equity Securities The following table provides information regarding repurchases of the Company’s common stock during the quarter ended December 31, 2025.
Removed
OIS Orion Marine Group, Inc. ORN ProPetro Holding Corp. PUMP Sterling Construction Company, Inc. STRL Team, Inc. TISI Tidewater Inc.
Added
Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Aggregate Dollar Value That May Yet Be Purchased Under the Plans or Programs (1) October 1, 2025 - October 31, 2025 — $ — — $ 38,406,008 November 1, 2025 - November 30, 2025 — $ — — $ 38,406,008 December 1, 2025 - December 31, 2025 — $ — — $ 38,406,008 Total — $ — — $ 38,406,008 (1) - On March 14, 2025, the Company announced that its board of directors approved a share repurchase program, authorizing, but not obligating, the repurchase of up to an aggregate amount of $50.0 million of its common stock from time to time through March 14, 2026.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Other The future declaration and payment of dividends will be at the discretion of the Company’s board of directors and will depend on many factors, including general economic and business conditions, our strategic plans, our financial results and condition and legal requirements, including restrictions and limitations contained in the ABL Credit Agreement, surety bonding agreement and the indenture relating to our senior notes.
Other The future declaration and payment of dividends will be at the discretion of the Company’s board of directors and will depend on many factors, including general economic and business conditions, our strategic plans, our financial results and condition and legal 46 requirements, including restrictions and limitations contained in the ABL Credit Agreement, surety bonding agreement and the indenture relating to our senior notes.
In November 2021, the Company entered into a $197 million contract with Philly Shipyard to build the Acadia, the first U.S. flagged Jones Act compliant, inclined fall-pipe subsea rock installation vessel to support the offshore energy industry, which is expected to be delivered and operational in the first half of 2026.
In November 2021, the Company entered into a $197 million contract with Philly Shipyard to build the Acadia, the first 45 U.S. flagged Jones Act compliant, inclined fall-pipe subsea rock installation vessel to support the offshore energy industry, which is expected to be delivered and operational in the first half of 2026.
If actual amounts are ultimately different from previous estimates, the revisions are included in our results of operations for the period in which the actual amounts become known. The following accounting policies comprise those that management believes are the most critical to aid in fully understanding and evaluating our reported financial results.
If actual amounts are ultimately different from previous estimates, the revisions are included in our results of operations for the period in which the 39 actual amounts become known. The following accounting policies comprise those that management believes are the most critical to aid in fully understanding and evaluating our reported financial results.
The net proceeds from the Second Lien Credit Agreement were used to repay amounts outstanding under the ABL Credit Agreement, to pay fees and expenses associated with the Second Lien Credit Agreement and ABL Amendment and for general corporate purposes, including to fund upcoming new build payments.
The net proceeds from the Second Lien Credit Agreement were used to repay amounts outstanding under the ABL Credit Agreement, to pay fees and expenses associated with the Second Lien Credit Agreement and ABL Amendment and for general corporate purposes, including to fund new build payments.
If a dredge is idle (i.e., the dredge is not employed on a dredging project or undergoing scheduled periodic maintenance and repair), we do not earn revenue with respect to that dredge during the time period for which it is idle. • Project and dredge mix — The Company’s domestic dredging projects generally involve capital, maintenance, coastal protection and rivers & lakes work, while our foreign dredging projects generally involve capital work.
If a dredge is idle (i.e., the dredge is not employed on a dredging project or undergoing scheduled periodic maintenance and repair), we do not earn revenue with respect to that dredge during the time period for which it is idle. • Project and dredge mix — The Company’s domestic dredging projects generally involve capital, maintenance and coastal protection work, while our foreign dredging projects generally involve capital work.
The U.S. dredging market consists of four primary types of work: capital, coastal protection, maintenance and rivers & lakes . Capital dredging consists primarily of port expansion projects, which involve the deepening of channels and berthing basins to allow access by larger, deeper draft ships and the provision of land fill used to expand port facilities.
The U.S. dredging market consists of four primary types of work: capital, coastal protection and maintenance . Capital dredging consists primarily of port expansion projects, which involve the deepening of channels and berthing basins to allow access by larger, deeper draft ships and the provision of land fill used to expand port facilities.
We recognize a contract modification when the parties to a contract approve a modification that either creates new, or changes 35 existing, enforceable rights and obligations of the parties to the 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.
We recognize a contract modification when the parties to a contract approve a modification that either creates new, or changes existing, enforceable 38 rights and obligations of the parties to the 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.
The delivery of the new Galveston Island and Amelia Island hopper dredges will provide the Company with added capacity and the opportunity to potentially retire older dredges.
The delivery of the new Galveston Island and Amelia Island hopper dredges provide the Company with added capacity and the opportunity to potentially retire older dredges.
The Company will continue to monitor for changes in facts or circumstances that may impact its estimates. The Company will perform its next scheduled annual test of goodwill in the third quarter of 2025 should no triggering events occur which would require a test prior to the next annual test.
The Company will continue to monitor for changes in facts or circumstances that may impact its estimates. The Company will perform its next scheduled annual test of goodwill in the third quarter of 2026 should no triggering events occur which would require a test prior to the next annual test.
The increase in domestic capital dredging revenues was mostly due to a higher amount of revenue earned on projects in Texas in the current year when compared to prior year. These increases were partially offset by lower revenue earned on projects in Virginia and Florida in the current year.
The increase in domestic capital dredging revenues was mostly due to a higher amount of revenue earned on projects in Alabama, Texas, Florida and Louisiana in the current year when compared to prior year. These increases were partially offset by lower revenue earned on projects in Virginia in the current year.
The increase in cash provided by operating activities during 2024 relates primarily to significantly higher earnings in 2024, as well as increases in deferred income taxes, amortization of capitalized contract costs and a decrease in prepaid expenses and other current assets, partially offset by the increases in accounts receivable and decreases in billings in excess of contract revenues and other changes in working capital compared to the prior year.
The increase in cash provided by operating activities during 2024 relates primarily to significantly higher earnings in 2024, as well as increases in deferred income taxes, amortization of capitalized contract costs and a decrease in prepaid expenses and other current assets, partially offset by the increases in accounts receivable and decreases in billings in excess of contract revenues and other changes in working capital compared to 2023.
Beyond the next twelve months, the Company’s ability to fund its working capital needs, planned capital expenditures, scheduled debt payments and dividends, if any, and to comply with all the financial terms and covenants required under the ABL Amendment, Second Lien Credit Agreement and bonding agreements, depends on its future operating performance and cash flows, which in turn are subject to prevailing economic conditions and to financial, business and other factors, some of which are beyond the Company’s control.
Beyond the next twelve months, the Company’s ability to fund its working capital needs, planned capital expenditures, scheduled debt payments and dividends, if any, and to comply with all the financial terms and covenants required under the ABL Amendment and bonding agreements, depends on its future operating performance and cash flows, which in turn are subject to prevailing economic conditions and to financial, business and other factors, some of which are beyond the Company’s control.
The Company did not commence any regulatory dry dock inspections during the fourth quarter of 2024, but did return to work the vessel that was dry docked for regulatory inspections as of September 30, 2024.
The Company did not commence any regulatory dry dock inspections during the fourth quarter of 2025, but did return to work the vessel that was dry docked for regulatory inspections as of September 30, 2025. During the fourth quarter of 2024, the Company returned to work the vessel that was dry docked for regulatory inspections as of September 30, 2024.
Year Ended December 31, 2023 Compared to Year Ended December 31, 2022 For a discussion comparing our consolidated operating results from the year ended December 31, 2023 with the year ended December 31, 2022, refer to Part II, Item 7.
Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 For a discussion comparing our consolidated operating results from the year ended December 31, 2024 with the year ended December 31, 2023, refer to Part II, Item 7.
At December 31, 2024 and 2023, our goodwill was $76.6 million. 36 Results of Operations—Fiscal Years Ended December 31, 2024, 2023 and 2022 The following table sets forth the components of net income (loss) from continuing operations and Adjusted EBITDA, as defined below, as a percentage of contract revenues for the years ended December 31 2024, 2023 and 2022.
At December 31, 2025 and 2024, our goodwill was $76.6 million. 40 Results of Operations—Fiscal Years Ended December 31, 2025, 2024 and 2023 The following table sets forth the components of net income (loss) from continuing operations and Adjusted EBITDA, as defined below, as a percentage of contract revenues for the years ended December 31 2025, 2024 and 2023.
Also, 56% of our December 31, 2024 dredging backlog relates to federal government contracts, which can be canceled at any time without penalty to the government, subject to our contractual right to recover our actual committed costs and profit on work performed up to the date of cancellation.
Also, 59% of our December 31, 2025 dredging backlog relates to federal government contracts, which can be canceled at any time without penalty to the government, subject to our contractual right to recover our actual committed costs and profit on work performed up to the date of cancellation.
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. In 2024, the Company performed a qualitative goodwill impairment test. The Company performed its annual test of impairment as of July 1, 2024 with no indication of impairment as of the test date.
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. In 2025, the Company performed a qualitative goodwill impairment test. The Company performed its annual test of impairment as of August 1, 2025 with no indication of impairment as of the test date.
The decrease in net cash flows provided by financing activities is primarily due to net borrowings under the Company’s revolving debt facility and Second Lien Credit Agreement during 2024 of $45.0 million, compared to net borrowings of $90.0 million on the Company’s revolving debt facility during 2023.
The decrease in net cash flows used in financing activities during 2024, as compared to 2023, is primarily due to net borrowings under the Company’s revolving debt facility and Second Lien Credit Agreement during 2024 of $45.0 million, compared to net borrowings of $90.0 million on the Company’s revolving debt facility during 2023.
The Company considers it unlikely that it would have to perform under any of its contingent obligations. 43
The Company considers it unlikely that it would have to perform under any of its contingent obligations. 47
Other Off-Balance Sheet and Contingent Obligations The Company had outstanding letters of credit relating to contract guarantees and insurance payment liabilities totaling $43.5 million at December 31, 2024. We have granted liens on a substantial portion of the owned operating equipment as security for borrowings and letter of credits under the ABL Credit Agreement and other indebtedness.
Other Off-Balance Sheet and Contingent Obligations The Company had outstanding letters of credit relating to contract guarantees and insurance payment liabilities totaling $57.9 million at December 31, 2025. We have granted liens on a substantial portion of the owned operating equipment as security for borrowings and letter of credits under the ABL Credit Agreement and other indebtedness.
Although some of a project’s funding may ultimately be derived from multiple sources, the Corps maintains the authority over the project and is our customer. In 2024, our revenues earned from contracts with federal government agencies were approximately 57% of total revenue, down from the average of the three-year period ended December 31, 2023 of 74%.
Although some of a project’s funding may ultimately be derived from multiple sources, the Corps maintains the authority over the project and is our customer. In 2025, our revenues earned from contracts with federal government agencies were approximately 48% of total revenue, down from the average of the three-year period ended December 31, 2024 of 65%.
The Company’s net cash flows used in investing activities for the years ended December 31, 2024, 2023 and 2022 totaled $115.7 million, $120.1 million and $140.9 million, respectively. Investing activities in all periods primarily relate to investments in our new build program, normal course upgrades and capital maintenance of our dredging fleet.
The Company’s net cash flows used in investing activities for the years ended December 31, 2025, 2024 and 2023 totaled $144.6 million, $115.7 million and $120.1 million, respectively. Investing activities in all periods primarily relate to investments in our new build program, normal course upgrades and capital maintenance of our dredging fleet.
The selected financial data presented below have been derived from the Company’s consolidated financial statements; items may not sum due to rounding. 2024 2023 2022 Contract revenues 100.0 % 100.0 % 100.0 % Costs of contract revenues (78.9 ) (86.8 ) (95.2 ) Gross profit 21.1 13.2 4.8 General and administrative expenses 9.3 9.7 7.9 Other (gains) losses (0.4 ) (1.3 ) 1.2 Operating income (loss) 12.2 4.8 (4.3 ) Interest expense—net (2.3 ) (2.1 ) (2.2 ) Other income (expense) 0.1 0.4 (0.2 ) Income (loss) before income taxes 10.0 3.1 (6.7 ) Income tax (provision) benefit (2.4 ) (0.7 ) 1.4 Net income (loss) 7.6 2.4 (5.3 ) Adjusted EBITDA 17.8 % 12.4 % 2.6 % Adjusted EBITDA, as provided herein, represents net income (loss) from continuing operations of Great Lakes Dredge & Dock Corporation, adjusted for net interest expense, income taxes, depreciation and amortization expense, debt extinguishment, accelerated maintenance expense for new international deployments, goodwill or asset impairments and gains on bargain purchase acquisitions.
The selected financial data presented below have been derived from the Company’s consolidated financial statements; items may not sum due to rounding. 2025 2024 2023 Contract revenues 100.0 % 100.0 % 100.0 % Costs of contract revenues (77.1 ) (78.9 ) (86.8 ) Gross profit 22.9 21.1 13.2 General and administrative expenses 8.8 9.3 9.7 Other gains (0.3 ) (0.4 ) (1.3 ) Operating income 14.4 12.2 4.8 Interest expense—net (1.9 ) (2.3 ) (2.1 ) Loss on extinguishment of debt (1.2 ) — — Other income — 0.1 0.4 Income before income taxes 11.3 10.0 3.1 Income tax provision (3.0 ) (2.4 ) (0.7 ) Net income 8.3 7.6 2.4 Adjusted EBITDA 19.3 % 17.8 % 12.4 % Adjusted EBITDA , as provided herein, represents net income of Great Lakes Dredge & Dock Corporation, adjusted for net interest expense, income taxes, depreciation and amortization expense, debt extinguishment, accelerated maintenance expense for new international deployments, goodwill or asset impairments and gains on bargain purchase acquisitions.
Dredging on both projects began during the third quarter of 2024. The Water Resources Development Act (“WRDA”) is on a two-year renewal cycle and includes legislation that authorizes the financing of Corps’ projects for studies, flood and hurricane protection, dredging, ecosystem restoration and other construction projects aimed at improving rivers and harbors in the United States.
The Water Resources Development Act (“WRDA”) is on a two-year renewal cycle and includes legislation that authorizes the financing of Corps’ projects for studies, flood and hurricane protection, dredging, ecosystem restoration and other construction projects aimed at improving rivers and harbors in the United States.
The decrease in the federal government revenue percentage is a result of additional revenues from state and local governments and private customers during 2024. The Company’s fleet, which includes 16 dredges, 13 material transportation barges, one drillboat, and numerous other support vessels, is the largest and most diverse fleet of any U.S. dredging company.
The decrease in the federal government revenue percentage is a result of additional revenues from state and local governments and private customers during 2025. The Company’s fleet, which includes 16 dredges, 13 material transportation barges, 2 multi cats, and numerous other support vessels, is the largest and most diverse fleet of any U.S. dredging company.
“Management’s Discussion and Analysis of Financial Condition and Results of Operation – Year Ended December 31, 2023 Compared to Year Ended December 31, 2022” in our Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the Commission on February 16, 2024.
“Management’s Discussion and Analysis of Financial Condition and Results of Operation – Year Ended December 31, 2024 Compared to Year Ended December 31, 2023” in our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the Commission on February 20, 2025.
Gross profit margin (gross profit divided by revenue) for the full year 2024 increased to 21.1%, compared to the prior year's gross profit margin of 13.2%. The higher gross profit and gross profit margin for 2024 were driven by increased revenues as well as improved utilization and project performance in the current year.
Gross profit margin (gross profit divided by revenue) for the full year 2025 increased to 22.9%, compared to the prior year's gross profit margin of 21.1%. The higher gross profit and gross profit margin for 2025 were driven by increased revenues as well as improved utilization and project performance in the current year.
The Company expects to spend between approximately $140 million and $160 million on capital expenditures in 2025, inclusive of capitalized interest, which is comprised of vessels in our new build program and maintenance capital expenditures.
The Company expects to spend between approximately $65 million and $75 million on capital expenditures in 2026, inclusive of capitalized interest, which is comprised of vessels in our new build program and maintenance capital expenditures.
The decrease in maintenance revenues during the current year was primarily attributable to a decrease in revenue earned on projects in North Carolina, South Carolina and Alabama when compared with prior year. This decrease was offset by an increase in revenue earned on projects in Louisiana, Mississippi and Puerto Rico in the current year.
The decrease in maintenance revenues during the current year was primarily attributable to a decrease in revenue earned on projects in Florida, Mississippi, Puerto Rico and Texas when compared with prior year. This decrease was offset by an increase in revenue earned on projects in Virginia, New York, South Carolina, Louisiana and Arkansas in the current year.
Additionally, the project mix during the current year include a larger proportion of higher margin capital and coastal protection projects than prior year. General and administrative expenses totaled $70.8 million for the year ended December 31, 2024, up from $57.1 million for the year ended December 31, 2023.
Additionally, the project mix during the current year include a larger proportion of higher margin capital projects than prior year. General and administrative expenses totaled $78.0 million for the year ended December 31, 2025, up from $70.8 million for the year ended December 31, 2024.
The Company won 2%, or $18.1 million, of the maintenance dredging projects awarded in 2024 compared to 30%, or $292.8 million, in 2023. The decrease in the Company’s maintenance project awards in 2024 is primarily the result of the increase in capital and coastal protection projects awarded to the Company during the same period.
The Company won 16%, or $179.9 million, of the maintenance dredging projects awarded in 2025 compared to 2%, or $18.1 million, in 2024. The decrease in the Company’s maintenance project awards in 2024 is primarily the result of the increase in capital and coastal protection projects awarded to the Company during the same period.
We expect approximately 44% of our domestic capital dredging backlog at December 31, 2024 to be performed in 2025, with the remainder performed in 2026. The Company won 63%, or $557.8 million, of the coastal protection projects awarded in 2024, compared to 52%, or $213.8 million, in the prior year.
We expect approximately 89% of our domestic capital dredging backlog at December 31, 2025 to be performed in 2026, with the remainder performed in 2027. The Company won 11%, or $57.2 million, of the coastal protection projects awarded in 2025, compared to 63%, or $557.8 million, in the prior year.
During the year ended December 31, 2024, the Company continued to earn revenue on coastal protection projects in New York, New Jersey, Alabama and Florida which were in dredging backlog at December 31, 2023. We expect approximately 87% of our coastal protection dredging backlog at December 31, 2024 to be performed in 2025, with the remainder performed in 2026.
During the year ended December 31, 2025, the Company continued to earn revenue on coastal protection projects in New Jersey, Florida, South Carolina and New York, which were in dredging backlog at December 31, 2024. We expect 100% of our coastal protection dredging backlog at December 31, 2025 to be performed in 2026.
We begin to recognize revenues when a dredging contract commences a major activity on the project. The period prior to the commencement of a major activity for dredging projects can range from 45 days to six months depending on the complexity of the project and environmental work windows.
The period prior to the commencement of a major activity for dredging projects can range from 45 days to six months depending on the complexity of the project and environmental work windows.
At December 31, 2024, the Company had outstanding performance bonds with a notional amount of $1.32 billion. The revenue value remaining in backlog related to the projects totaled $904.1 million.
At December 31, 2025, the Company had outstanding performance bonds with a notional amount of $1.3 billion. The revenue value remaining in backlog related to the projects totaled $554.4 million.
In 2024, 2023 and 2022, we received $9.5 million, $30.7 million and $2.1 million, respectively, in proceeds from dispositions of property and equipment. The Company’s net cash flows provided by financing activities for the year ended December 31, 2024 totaled $32.1 million.
In 2025, 2024 and 2023, we received $2.6 million, $9.5 million and $30.7 million, respectively, in proceeds from dispositions of property and equipment. The Company’s net cash flows used in financing activities for the year ended December 31, 2025 totaled $98.9 million.
Total dredging backlog at the end of 2024 does not reflect approximately $44.9 million of performance obligations related to offshore energy contracts or approximately $282.1 million of domestic low bids pending formal award and additional phases (“options”) pending on projects currently in dredging backlog and $12.7 million of offshore energy options pending at December 31, 2024.
Total dredging backlog at the end of 2025 does not reflect approximately $124.8 million of performance obligations related to offshore energy contracts or approximately $200.2 million of domestic low bids pending formal award and additional phases (“options”) pending on projects currently in dredging backlog or $2.9 million of options pending award related to offshore energy contracts at December 31, 2025.
Adjusted EBITDA (as defined and reconciled on page 37) was $136.0 million and $73.0 million for the years ended December 31, 2024 and 2023, respectively. The increase in Adjusted EBITDA of $63.0 million, or 86% from 2023, was driven by the increase in gross profit, excluding depreciation, partially offset by an increase in general and administrative expense.
Adjusted EBITDA (as defined and reconciled on page 41 ) was $171.3 million and $136.0 million for the years ended December 31, 2025 and 2024, respectively. The increase in Adjusted EBITDA of $35.3 million, or 26% from 2024, was driven by the increase in gross profit, excluding depreciation, partially offset by an increase in general and administrative expense.
The Company won 33% of the overall 2024 domestic bid market, consistent with the 34% win rate of the overall 2023 domestic bid market and with the win rate of 31% over the three-year period ended December 31, 2024. Variability in contract wins from period to period is not unusual.
The Company won 14% of the overall 2025 domestic bid market, lower than the 33% win rate of the overall 2024 domestic bid market and lower than the win rate of 29% over the three-year period ended December 31, 2025. Variability in contract wins from period to period is not unusual.
Additionally, the 2023 Disaster Relief Supplemental Appropriations Act allocated $1.5 billion for infrastructure repairs and beach renourishment projects. This increased budget and additional funding have supported a record bid market in 2024 of $2.9 billion, which included a robust beach renourishment market and thirteen capital projects. The 2025 Corps’ budget is expected to be another record appropriation.
Additionally, the 2023 Disaster Relief Supplemental Appropriations Act allocated $1.5 billion for infrastructure repairs and beach renourishment projects. This increased budget and additional funding have supported a record bid market in 2024 of $2.9 billion, which included a robust beach renourishment market and thirteen capital projects. Funding for the Corps in 2025 was provided through continuing resolutions.
The Company took delivery of a 6,500 cubic yard trailing suction hopper dredge, the Galveston Island , which began operations in February 2024.
The Company took delivery of the a 6,500 cubic yard trailing suction hopper dredge, the Amelia Island , which began operations in the third quarter of 2025. The Galveston Island , another 6,500 cubic yard trailing suction hopper dredge, began operations in the first quarter of 2024.
During the year ended December 31, 2024, the Company invested $5.4 million and $41.0 million in the Galveston Island and Amelia Island , respectively, and $72.7 million in the Acadia . The Company anticipates that remaining new build program payments will be made with cash on hand, future cash flows generated from operations, revolver availability, and possible future financing transactions.
During the year ended December 31, 2025, the Company invested $32.3 million and $69.1 million in the Amelia Island and the Acadia , respectively. The Company anticipates that remaining new build program payments will be made with cash on hand, future cash flows generated from operations, revolver availability, and possible future financing transactions.
The increased expense was due to the increase in pretax net income. The effective tax rate for the year ended December 31, 2024 was 24.0% compared to 24.1% for the year ended December 31, 2023. For the year ended December 31, 2024, net income was $57.3 million compared to $13.9 million for the year ended December 31, 2023.
Income tax provision in 2025 was $26.9 million, compared to $18.1 million in 2024. The increased expense was due to the increase in pretax net income. The effective tax rate for the year ended December 31, 2025 was 26.8% compared to 24.0% for the year ended December 31, 2024.
We experienced an average combined bid market share in the U.S. of 31% over the three-year period ended December 31, 2024, including 28%, 59%, 19% and 16% of the domestic capital, coastal protection, maintenance and rivers & lakes sectors, respectively. The Company’s largest domestic customer is the U.S.
We experienced an average combined bid market share in the U.S. of 29% over the three-year period ended December 31, 2025, including 36%, 46% and 15% of the domestic capital, coastal protection and maintenance sectors, respectively. The Company’s largest domestic customer is the U.S.
Included in the Company’s backlog at December 31, 2024 are two LNG projects, including the Brownsville Ship Channel project for Next Decade Corporation’s Rio Grande LNG project, which is the largest project undertaken in the Company's history, and the Port Arthur LNG Phase 1 project for Marine Dredging and Disposal.
Included in the Company’s backlog at December 31, 2025 are three LNG projects, including the Brownsville Ship Channel project for Next Decade Corporation’s Rio Grande LNG project, the Port Arthur LNG Phase 1 project for Marine Dredging and Disposal and Woodside Louisiana LNG project.
We believe trends in our win rate over the prior three-year periods provide a historical background against which current year results can be compared. The Company’s December 31, 2024 contracted dredging backlog was $1.19 billion. This represents an increase of $155.1 million, or 14.9%, over our December 31, 2023 dredging backlog of $1.04 billion.
We believe trends in our win rate over the prior three-year periods provide a historical background against which current year results can be compared. The Company’s December 31, 2025 contracted dredging backlog was $0.8 billion. This represents a decrease of $431 million, or 36%, over our December 31, 2024 dredging backlog of $1.2 billion.
Domestic capital dredging work made up $799.6 million, or 67%, of our December 31, 2024 contracted dredging backlog. During 2024, the Company was awarded four domestic capital dredging projects in Florida, Alabama, 40 Virginia and Texas. During 2024, the Company continued to earn revenue from deepening projects in Virginia and Texas, which were in dredging backlog at December 31, 2023.
Domestic capital dredging work made up $549.9 million, or 72%, of our December 31, 2025 contracted dredging backlog. During 2025, the Company continued to earn revenue from deepening projects in Texas, Alabama and Florida, which were in dredging backlog at December 31, 2024.
During 2024 the Company was awarded two maintenance projects in Florida and Texas. During the year ended December 31, 2024, the Company continued to earn revenue on projects in Louisiana, Texas, Mississippi, Puerto Rico and Florida which were in dredging backlog at December 31, 2023.
During 2025 the Company was awarded seven maintenance projects in Georgia, Louisiana, North Carolina, New York, Texas and Virginia. During the year ended December 31, 2025, the Company continued to earn revenue on projects in Puerto Rico, Virginia, Arkansas, Mississippi and Texas, which were in dredging backlog at December 31, 2024.
The total domestic dredging bid market for the current year period included awards for eighteen domestic capital projects in Alabama, Florida, Georgia, Louisiana, Maine, Texas, and Virginia, twenty three coastal protection projects in Florida, Massachusetts, New Jersey, New York, North Carolina, and South Carolina, forty seven maintenance projects in Alabama, Delaware, Florida, Georgia, Louisiana, Maine, Maryland, New Jersey, New York, North Carolina, Oregon, and Texas, and three rivers & lakes projects in Alabama, Mississippi, and Tennessee.
The total domestic dredging bid market for the current year period included awards for two domestic capital projects in Virginia and Texas, fifteen coastal protection projects in Delaware, Florida, Louisiana and North Carolina, and twenty four maintenance projects in Alabama, Connecticut, Delaware, Florida, Georgia, Louisiana, Maryland, Mississippi, New York, North Carolina, Oregon, Pennsylvania, South Carolina, Texas, Virginia.
Commitments, contingencies and liquidity matters Refer to Note 6, “Long-term debt,” in the Company’s consolidated financial statements for discussion of the Company’s ABL Credit Agreement and Senior Notes. Refer to Note 4, “Leases,” in the Company’s consolidated financial statements for discussion of the Company’s leases.
One or more of these occurrences could limit our ability to pursue other business opportunities. Commitments, contingencies and liquidity matters Refer to Note 6, “Long-term debt,” in the Company’s consolidated financial statements for discussion of the Company’s ABL Credit Agreement and Senior Notes. Refer to Note 4, “Leases,” in the Company’s consolidated financial statements for discussion of the Company’s leases.
The Company expects to perform on its offshore energy contracts using the Acadia , an inclined fall-pipe vessel for subsea rock installation currently under construction, which is expected to be delivered and operational in 2026. 39 The Company’s contract backlog represents our estimate of the revenues that will be realized under the portion of the contracts remaining to be performed.
The Company expects to perform on its offshore energy contracts using the Acadia , an inclined fall-pipe vessel for subsea rock installation currently under construction, which is expected to be delivered and operational in the first half of 2026.
Our backlog includes only those projects for which we have obtained a signed contract with the customer. Approximately 60% of the Company’s dredging backlog at December 31, 2024 is expected to be completed and converted to revenue in 2025 with the remainder to be completed in 2026. This amount may fluctuate as vessel schedules are adjusted in the future.
Our backlog includes only those projects for which we have obtained a signed contract with the customer. Approximately 90% of the Company’s dredging backlog and 40% of the Company’s offshore energy backlog at December 31, 2025 are expected to be completed and converted to revenue in 2026 with the remainder to be completed in 2027.
The types of equipment required to perform the specified service, project site conditions, the estimated project duration, seasonality, location and complexity of a project affect the cost of performing the contract and the price that contractors will bid.
Contract Revenues Most of the Company’s contracts are obtained through competitive bidding on terms specified by the party inviting the bid. The types of equipment required to perform the specified service, project site conditions, the estimated project duration, seasonality, location and complexity of a project affect the cost of performing the contract and the price that contractors will bid.
We believe that Great Lakes has established a unique business position with our subsea rock installation (“SRI”) vessel, the Acadia , the first and only Jones Act SRI vessel being constructed in the United States, targeting the offshore wind, oil and gas and telecommunication industries, both domestically and internationally.
While the Company continues to reinvest in our core dredging business and renew our dredging fleet, we remain steadfast in our commitment to executing a long-term strategy that maximizes growth opportunities for the Company. 37 We believe that Great Lakes has established a unique business position with our subsea rock installation (“SRI”) vessel, the Acadia, the first and only Jones Act SRI vessel being constructed in the United States, targeting the offshore wind, oil and gas and telecommunication industries, both domestically and internationally.
The Company’s net cash flows provided by financing activities for the year ended December 31, 2023 totaled $89.9 million. The Company’s net cash flows used in financing activities for the year ended December 31, 2022 totaled $1.7 million.
The Company’s net cash flows provided by financing activities for the years ended December 31, 2024 and 2023 totaled $32.1 million and $89.9 million, respectively.
Costs and Expenses 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.
Costs and Expenses 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 our relationships with our unionized hourly workforce.
During 2024, the Company was awarded eleven coastal protection projects in New Jersey, New York, Massachusetts, Florida and South Carolina. We have contracted dredging backlog related to coastal protection of $328.1 million at December 31, 2024 compared to $138.4 million at the end of 2023.
During 2025, the Company was awarded four coastal protection projects in Delaware and Florida. We have contracted dredging backlog related to coastal protection of $128.3 million at December 31, 2025 compared to $328.1 million at the end of 2024.
The increase in net income of $43.4 million, or 312% from 2023, was primarily driven by the substantial improvement to operating income in the current year when compared to prior year, partially offset by increases in net interest expense and the income tax provision in the current year when compared to prior year.
The increase in net income of $16.2 million, or 28% from 2024, was primarily driven by the substantial improvement to operating income in the current year when compared to prior year, partially offset by an increase in the income tax provision and the loss on extinguishment of debt in the current year when compared to prior year.
The increase in revenues from the prior year was largely attributable to a significant increase in domestic capital and coastal protection revenues, due to a significant increase in capital and coastal protection project awards and the delivery of the Galveston Island , the Company’s newest hopper dredge which began operations in February 2024.
The increase in revenues from the prior year was largely attributable to a significant increase in domestic capital and coastal protection project revenues, the delivery of the Amelia Island , the Company’s newest hopper dredge which began operations in the third quarter of 2025 and offshore energy revenue earned on projects in New York following no offshore energy projects in 2024.
These increases were partially offset by decreases in maintenance and rivers & lakes revenues. Domestic capital dredging revenues increased $161.4 million, or 86%, to $348.1 million in 2024 when compared to 2023 revenues of $186.7 million.
These increases were partially offset by decreases in maintenance revenues. Domestic capital dredging revenues increased $93.0 million, or 27%, to $441.1 million in 2025 when compared to 2024 revenues of $348.1 million.
Additionally, the deferred financing fees associated with the Second Lien Credit Agreement of approximately $11.6 million increased the net cash flows used in financing activities during 2024. As of February 17, 2025, the Company had no borrowings under its revolving debt facility.
Additionally, the deferred financing fees associated with the Second Lien Credit Agreement of approximately $11.6 million increased the net cash flows used in financing activities during 2024. The cash provided by financing activities in 2023 primarily relates to $208.0 million of revolving debt facility borrowings, partially offset by $118.0 million of revolving debt facility repayments.
Bidding Activity and Backlog The following table sets forth, by type of work, the Company’s backlog as of the dates indicated (in thousands): Backlog (in thousands) 2024 2023 2022 Dredging: Capital - U.S. $ 799,565 $ 741,839 $ 148,429 Coastal protection 328,073 138,394 97,819 Maintenance 60,243 152,104 125,671 Rivers & lakes 6,318 6,765 5,221 Total Dredging Backlog 1,194,199 1,039,102 377,140 Offshore energy 44,945 44,604 - Total Backlog $ 1,239,144 $ 1,083,706 $ 377,140 Total backlog does not include $282.1 million of domestic low bids pending formal award and additional phases (“options”) pending on projects currently in dredging backlog and $12.7 million of offshore energy options pending at December 31, 2024.
Bidding Activity and Backlog The following table sets forth, by type of work, the Company’s backlog as of the dates indicated (in thousands): Backlog (in thousands) 2025 2024 2023 Dredging: Capital $ 549,895 $ 799,565 $ 741,839 Coastal protection 128,302 328,073 138,394 Maintenance 85,034 66,561 158,869 Total dredging backlog 763,231 1,194,199 1,039,102 Offshore energy 124,824 44,945 44,604 Total backlog $ 888,055 $ 1,239,144 $ 1,083,706 43 Total backlog does not include $200.2 million of domestic low bids pending formal award and additional phases (“options”) pending on projects currently in dredging backlog or $2.9 million of options pending award related to offshore energy contracts at December 31, 2025.
Through the increased appropriation of HMTF monies, the Company has seen increased funding for harbor maintenance projects to be let for bid throughout 2024 and expects this trend to continue in 2025. The Company did not win any of the rivers & lakes projects awarded in the markets where the group operates during the current year or prior year.
Through the increased appropriation of HMTF monies, the Company has seen increased funding for harbor maintenance projects let for bid throughout 2025 and expects this trend to continue in 2026.
The Company is a party to numerous collective bargaining agreements in the U.S. that govern our relationships with our unionized hourly workforce. 34 Primary Factors that Determine Operating Profitability The Company’s results of operations for an annual or quarterly period are generally determined by the following three factors: • Bid wins and dredge employment — The Company recognizes backlog upon a project being awarded.
Primary Factors that Determine Operating Profitability The Company’s results of operations for an annual or quarterly period are generally determined by the following three factors: • Bid wins and dredge employment — The Company recognizes backlog upon a project being awarded. We begin to recognize revenues when a dredging contract commences a major activity on the project.
Accordingly, we cannot make any assurances as to the size of any such dividend or that it will pay any such dividend in future quarters. 42 The Company believes its cash and cash equivalents, its anticipated cash flows from operations and availability under its revolving credit facility and the option to borrow additional funds under the Second Lien Credit Agreement will be sufficient to fund the Company’s operations, capital expenditures and the scheduled debt service requirements for the next twelve months.
The Company believes its cash and cash equivalents, its anticipated cash flows from operations and availability under its revolving credit facility will be sufficient to fund the Company’s operations, capital expenditures and the scheduled debt service requirements for the next twelve months.
This increase was partially offset by lower revenue earned on projects in New York and New Jersey in the current year. Revenues from maintenance dredging projects in 2024 were $158.9 million, a decrease of $28.7 million, or 15%, from $187.6 million in 2023.
This increase was partially offset by lower revenue earned on projects in Alabama, Florida and Maryland in the current year. Revenues from maintenance dredging projects in 2025 were $135.4 million, a decrease of $25.8 million, or 16%, from $161.2 million in 2024.
In 2023, the Company recognized revenues of $2.7 million related to the termination of an offshore energy contract. Consolidated gross profit for the year ended December 31, 2024 increased by $82.9 million, or 107%, to $160.6 million from $77.7 million for the year ended December 31, 2023.
The Company did not earn revenues from offshore energy in 2024. 42 Consolidated gross profit for the year ended December 31, 2025 increased by $42.9 million, or 27%, to $203.5 million from $160.6 million for the year ended December 31, 2024.
In the third quarter of 2024, S&P Global Ratings upgraded our corporate credit rating from CCC+ to B- and reaffirmed our outlook as stable. These credit ratings are below investment grade and could raise our cost of financing.
In the fourth quarter of 2025, S&P upgraded our corporate credit rating from B- to B and reaffirmed our outlook as stable.
The increase in net interest expense was primarily due to higher borrowings from the Second Lien Credit Agreement which was executed during the second quarter of 2024, partially offset by a decrease in interest expense from lower borrowings under the ABL Credit Agreement. Income tax provision in 2024 was $18.1 million, compared to $4.4 million in 2023.
The Company’s net interest expense for 2025 totaled $16.8 million compared to $17.9 million in 2024. The decrease in net interest expense was primarily due to the repayment of the Second Lien Credit Agreement during the fourth quarter of 2025, partially offset by an increase in interest expense from higher borrowings under the revolver.
We have contracted dredging backlog related to rivers & lakes of $6.3 million at December 31, 2024, which is $0.5 million lower than the backlog of $6.8 million at December 31, 2023. We expect all of our rivers & lakes dredging backlog at December 31, 2024 to be performed in 2025.
Our contracted maintenance dredging backlog at December 31, 2025 of $85.0 million is $18.4 million higher than the backlog of $66.6 million at December 31, 2024. We expect 100% of our maintenance dredging backlog at December 31, 2025 to be performed in 2026.
Coastal protection revenues were $253.4 million in 2024, an increase of $57.1 million, or 29%, from $196.3 million in 2023. The increase in coastal protection revenues for the year ended December 31, 2024 was mainly attributable to an increase in revenue earned on projects in Florida and Alabama in the current year when compared to the prior year.
The increase in coastal protection revenues for the year ended December 31, 2025 was mainly attributable to an increase in revenue earned on projects in New Jersey, South Carolina, Delaware and New York in the current year when compared to the prior year.
The $64.6 million increase was a result of higher gross profit in the current year when compared to prior year, partially offset by higher general and administrative expenses in the current year when compared to prior year. The Company’s net interest expense for 2024 totaled $17.9 million compared to $12.1 million in 2023.
Operating income was $127.8 million and $92.8 million for the years ended December 31, 2025 and 2024, respectively. The $35.0 million increase was a result of higher gross profit in the current year when compared to prior year, partially offset by higher general and administrative expenses in the current year when compared to prior year.
During the fourth quarter of 2023, the Company returned to work the vessel that was dry docked for regulatory inspections as of September 30, 2023.The Company experienced regulatory dry dock inspections on 4 dredges in both 2024 and 2023. As of the end of the fourth quarter of 2024, the Company had one dredge cold stacked.
The Company experienced regulatory dry dock inspections on 6 and 4 dredges in 2025 and 2024, respectively. As of the end of the fourth quarter of 2025, the Company had no dredges cold stacked. During 2025, the Company began the activation of a previously cold stacked dredge and it commenced operations in the fourth quarter of 2025.
The Company’s net cash provided by operating activities for the years ended December 31, 2024, 2023 and 2022 totaled $70.1 million, $47.4 million and $1.7 million, respectively. Normal increases or decreases in the level of working capital relative to the level of operational activity impact cash flow from operating activities.
Normal increases or decreases in the level of working capital relative to the level of operational activity impact cash flow from operating activities.
During 2024, the Company continued to earn revenue on a project Arkansas which was in dredging backlog at December 31, 2023. Liquidity and Capital Resources The Company’s principal sources of liquidity are net cash flows provided by operating activities, availability under our revolving credit facility and proceeds from issuances of long-term debt.
Liquidity and Capital Resources The Company’s principal sources of liquidity are net cash flows provided by operating activities, availability under our revolving credit facility and proceeds from issuances of long-term debt. See Note 6, “Long-term debt,” to our consolidated financial statements included in Item 15 of this Annual Report on Form 10-K.
As a consequence, we may not be able to issue additional debt in amounts and/or with terms that we consider to be reasonable. One or more of these occurrences could limit our ability to pursue other business opportunities.
This credit watch is expected to be resolved at close of the Transaction. These credit ratings are below investment grade and could raise our cost of financing. As a consequence, we may not be able to issue additional debt in amounts and/or with terms that we consider to be reasonable.
For these reasons, we use net income (loss) to measure our operating performance and use Adjusted EBITDA only as a supplement. For the years ended December 31, 2024, 2023 and 2022, the Company did not have any adjustments to EBITDA as defined herein. As such, the amounts presented as Adjusted EBITDA herein also represent EBITDA for the periods presented.
For these reasons, we use net income (loss) to measure our operating performance and use Adjusted EBITDA only as a supplement.
The increase was mainly attributable to higher incentive compensation and employee benefit expenses, partially offset by lower severance and office expenses. 38 Other gains and losses for the year ended December 31, 2024 was a gain of $3.0 million, as compared to a gain of $7.5 million for the year ended December 31, 2023.
Other gains for the year ended December 31, 2025 was a gain of $2.3 million, as compared to a gain of $3.0 million for the year ended December 31, 2024. The gain in 2025 was mainly attributable to gains on disposals of assets.
The Company borrowed $100.0 under the Second Lien Credit Agreement on the closing date and has the option to borrow an additional $50.0 million for a period of 12 months following the closing date of the initial loan.
The Company borrowed $100.0 million under the Second Lien Credit Agreement on the closing date.
We expect to continue to build our offshore energy capabilities, bid on SRI projects and position the Company for growth in the offshore energy markets, as many of our European competitors have done in the international offshore energy markets. Contract Revenues Most of the Company’s contracts are obtained through competitive bidding on terms specified by the party inviting the bid.
We expect to continue to build our offshore energy capabilities and position the Company for growth in the offshore energy markets, both domestically and internationally, as many of our European competitors have done in the international offshore energy markets. Pending Transaction with Saltchuk On February 10, 2026, we entered into the Merger Agreement with Saltchuk and Merger Sub.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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The 2029 Notes were priced to investors at par and will mature on June 1, 2029. At December 31, 2024, the Company had long-term senior notes outstanding with a recorded face value of $325.0 million.
The 2029 Notes were priced to investors at par and will mature on June 1, 2029. At December 31, 2025, the Company had long-term senior notes outstanding with a recorded face value of $325.0 million.
Based on our 2025 projected domestic fuel consumption, an approximate 10% increase in the average price per gallon of fuel would have a $0.8 million effect on fuel expense, after the effect of fuel commodity contracts in place at December 31, 2024.
Based on our 2026 projected domestic fuel consumption, an approximate 10% increase in the average price per gallon of fuel would have a $0.2 million effect on fuel expense, after the effect of fuel commodity contracts in place at December 31, 2025.
A hypothetical 10% increase in the weighted average interest rate on our variable rate indebtedness as of December 31, 2024 would increase our annual interest cost by approximately $0.5 million. A 10% increase in interest rate would result in $0.5 million change in the fair value of the Interest Rate Swaps outstanding at December 31, 2024.
A hypothetical 10% increase in the weighted average interest rate on our variable rate indebtedness as of December 31, 2025 would increase our annual interest cost by approximately $28.5 thousand. A 10% increase in interest rate would result in $0.1 million change in the fair value of the Interest Rate Swaps outstanding at December 31, 2025.
We are exposed to market risks related to fluctuations in interest rates on our outstanding variable rate indebtedness. As of December 31, 2024 we had $135.0 million of variable rate indebtedness, $75 million of which is hedged by interest rate swaps to convert a portion of our variable rate debt into fixed-rate debt.
We are exposed to market risks related to fluctuations in interest rates on our outstanding variable rate indebtedness. As of December 31, 2025 we had $55.0 million of variable rate indebtedness, $50 million of which is hedged by interest rate swaps to convert a portion of our variable rate debt into fixed-rate debt.
All of the outstanding borrowings under the revolving credit facility are at variable rates based on the Secured Overnight Financing Rate (“SOFR”). At December 31, 2024 our weighted average interest rate on our variable rate indebtedness, after adjusting for the effects of interest rate swaps, was 10.4%.
All of the outstanding borrowings under the revolving credit facility are at variable rates based on the Secured Overnight Financing Rate (“SOFR”). At December 31, 2025 our weighted average interest rate on our variable rate indebtedness, after adjusting for the effects of interest rate swaps, was 5.7%.
A 10% change in forward fuel prices would result in a $4.2 million change in the fair value of fuel hedges outstanding at December 31, 2024.
A 10% change in forward fuel prices would result in a $2.8 million change in the fair value of fuel hedges outstanding at December 31, 2025.
Under these agreements, we will pay fixed prices ranging from $2.18 to $2.90 per gallon. At December 31, 2024, the fair value liabilities on these contracts was $1.1 million, based on quoted market prices and is recorded in accrued liabilities.
Under these agreements, we will pay fixed prices ranging from $2.03 to $2.47 per gallon. At December 31, 2025, the fair value liabilities on these contracts was $1.3 million, based on quoted market prices and is recorded in accrued liabilities.
The fair value of these existing notes, which bear interest at a fixed rate of 5.25%, was $301.5 million at December 31, 2024 based on market prices. Assuming a 10% decrease in interest rates from the rates at December 31, 2024 the fair value of this fixed rate debt would have increased to $309.8 million.
The fair value of these existing notes, which bear interest at a fixed rate of 5.25%, was $317.0 million at December 31, 2025 based on market prices. Assuming a 10% decrease in interest rates from the rates at December 31, 2025 the fair value of this fixed rate debt would have increased to $323.0 million.
At December 31, 2024 we had outstanding arrangements to hedge the price of a portion of our fuel purchases related to domestic dredging work in backlog, representing approximately 80% of its anticipated domestic fuel requirements through May 2026. As of December 31, 2024, there were 17.8 million gallons remaining on these contracts.
At December 31, 2025 we had outstanding arrangements to hedge the price of a portion of our fuel purchases related to domestic dredging work in backlog, representing approximately 90% of its anticipated domestic fuel requirements through May 2027. As of December 31, 2025, there were 14.4 million gallons remaining on these contracts.

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