Acquisition

3 Months Ended

Mar. 31, 2026

Business Combinations [Abstract]

Acquisition

3.Acquisition

Acquisition Overview

On February 3, 2026 (the “Acquisition Date”), the Company completed the acquisition of all of the outstanding capital stock of J.E. McAmis, Inc., a California corporation, and all of the membership interests in JEM Marine Leasing, LLC, a Washington limited liability company (collectively, “JEM”), pursuant to a Securities Purchase Agreement (the “Purchase Agreement”). J.E. McAmis, Inc. specializes in dredging, jetty and breakwater construction, environmental restoration and rehabilitation, and dam and spillway work and has historically operated primarily in Washington and Oregon, with additional projects in Canada, Florida, Alaska, and Hawaii. JEM Marine Leasing, LLC provides marine equipment leasing services to the operating business. The acquisition expands the Company's marine platform, enhances its presence in West Coast and Pacific markets, and adds specialized dredging and marine construction capabilities. The Company has included the results of JEM in its condensed consolidated financial statements from the Acquisition Date.

Consideration Transferred

The preliminary purchase consideration consisted of (i) $46.0 million in cash, subject to customary post-closing adjustments under the Purchase Agreement, (ii) an unsecured 6%, five-year subordinated seller promissory note with a principal amount of $12.0 million, (iii) 182,392 shares of the Company’s common stock, and (iv) contingent post-closing cash payments dependent upon project profit realized from contracts of JEM under backlog identified in the Purchase Agreement.

The following table shows the preliminary purchase consideration transferred:

Cash consideration	$	46,036
Fair value of contingent consideration		11,989
Fair value of common stock		2,398
Fair value of promissory note		9,363
Total consideration transferred	$	69,786

The fair value of the common stock was measured based on the closing market price of the Company's common stock on February 3, 2026, the Acquisition Date. The fair value of the seller promissory note was estimated using a discounted cash flow model based on the contractual payment terms and an estimated market rate of interest for similar debt instruments.

The contingent consideration was estimated using a combination of valuation techniques, including a Black-Scholes option pricing model for one tranche and a discounted cash flow model for the other tranche. Unobservable inputs included projected completion and payment dates, expected project profitability, volatility, discount rates, and risk-adjusted performance scenarios. Because the valuation relies on unobservable inputs, the contingent consideration liability is classified within Level 3 of the fair value hierarchy. During the measurement period, adjustments to preliminary fair value estimates may be recorded as measurement period adjustments when based on facts and circumstances that existed as of the Acquisition Date. Thereafter, changes

in the fair value of contingent consideration will be recognized in earnings in the period of change. As of March 31, 2026, the valuation of the contingent consideration as well as the promissory note is preliminary.

Preliminary Allocation of Purchase Price

The acquisition has been accounted for as a business combination in accordance with ASC 805, Business Combinations. The preliminary purchase price allocation reflects management's current estimates of the fair values of the assets acquired and liabilities assumed as of the Acquisition Date. The following table summarizes the preliminary allocation of the purchase price:

Assets acquired and liabilities assumed
Cash and cash equivalents	$	2,036
Accounts receivable		3,561
Contract assets		1,093
Other assets		683
Intangible assets		9,703
Property and equipment		33,582
Accounts payable and accrued liabilities		(2,919)
Contract liabilities		(3,905)
Deferred tax liability		(6,790)
Net assets acquired	$	37,044
Goodwill	$	32,742

The excess of the purchase consideration over the preliminary fair value of the net identifiable assets acquired and liabilities assumed was recorded as goodwill in the marine segment. Goodwill primarily reflects the value of the assembled workforce, expected synergies, expanded market opportunities, and future growth opportunities resulting from the acquisition. The goodwill is not deductible for U.S. federal income tax purposes.

Property and Equipment

Property and equipment acquired primarily consisted of marine construction equipment, vessels, vehicles and related operating assets. The preliminary fair value of the acquired property and equipment was estimated using a combination of the cost and market approaches, as applicable. Under the cost approach, fair value was based on current replacement cost, adjusted for physical deterioration and functional and economic obsolescence. Under the market approach, fair value was based on available market data for comparable assets, adjusted for differences in age, condition, capacity, utilization and other asset-specific factors. The acquired property and equipment will be depreciated over its estimated remaining useful lives, which range from approximately one to ten years.

Identifiable Intangible Assets

The following table presents the preliminary fair values and weighted-average useful lives of these assets:

Intangible Asset	Useful life in years		Estimated fair value
Tradename	1	$	269
Customer relationships	12		4,304
Backlog contracts	3		5,130

The fair values of the identifiable intangible assets were estimated using income‑based approaches (e.g., multi‑period excess earnings method for customer relationships and backlog contracts and relief‑from‑royalty for tradenames). Inputs include forecasted revenues, attrition rates, royalty rates, contributory asset charges, and discount rates commensurate with the risks of the underlying cash flows. These measurements are categorized as Level 3 in the fair value hierarchy due to the use of unobservable inputs.

Measurement Period and Status of Estimates  

The purchase price allocation is preliminary and subject to change within the measurement period (not to exceed one year from the Acquisition Date) as the Company obtains additional information regarding the facts and circumstances that existed as of the Acquisition Date. As of March 31, 2026, the Company’s valuation of property and equipment, intangible assets, working capital, and income taxes remains preliminary and subject to adjustment during the measurement period.

Acquisition-Related Costs

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