UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 20202021

OR

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                  to                 

Commission file number: 001-33225

Great Lakes Dredge & Dock Corporation

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

20-5336063

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

 

 

2122 York Road, Oak Brook, IL9811 Katy Freeway, Suite 1200, Houston, TX

 

6052377024

(Address of principal executive offices)

 

(Zip Code)

(630) 574-3000(346) 359-1010

(Registrant’s telephone number, including area code)

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Trading Symbol(s)

Name of each exchange on which registered

Common Stock (Par Value $0.0001)

GLDD

Nasdaq Stock Market, LLC

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes      No  

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes      No  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

 

Accelerated filer

 

Non-accelerated filer

 

 

Smaller reporting company

 

Emerging growth company

 

 

 

 

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  

 

As of July 29, 2020, 64,946,95228, 2021, 65,657,699 shares of the Registrant’s Common Stock, par value $.0001 per share, were outstanding.

 

 

 


 

Great Lakes Dredge & Dock Corporation and Subsidiaries

Quarterly Report Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

For the Quarterly Period ended June 30, 20202021

INDEX

 

 

 

 

 

Page

 

 

 

 

 

 

 

Part I Financial Information (Unaudited)

 

3

 

 

 

 

 

Item 1

 

Financial Statements

 

3

 

 

 

 

 

 

 

Condensed Consolidated Balance Sheets at June 30, 20202021 and December 31, 20192020

 

3

 

 

 

 

 

 

 

Condensed Consolidated Statements of Operations for the Three and Six Months ended June 30, 20202021 and 20192020

 

4

 

 

 

 

 

 

 

Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months ended June 30, 20202021 and 20192020

 

5

 

 

 

 

 

 

 

Condensed Consolidated Statements of Equity for the Three and Six Months ended June 30, 20202021 and 20192020

 

6

 

 

 

 

 

 

 

Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 20202021 and 20192020

 

7

 

 

 

 

 

 

 

Notes to Condensed Consolidated Financial Statements

 

98

 

 

 

 

 

Item 2

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

1715

 

 

 

 

 

Item 3

 

Quantitative and Qualitative Disclosures About Market Risk

 

2522

 

 

 

 

 

Item 4

 

Controls and Procedures

 

2523

 

 

 

 

 

 

 

Part II Other Information

 

2624

 

 

 

 

 

Item 1

 

Legal Proceedings

 

2624

 

 

 

 

 

Item 1A

 

Risk Factors

 

2624

 

 

 

 

 

Item 2

 

Unregistered Sales of Equity Securities and Use of Proceeds

 

2624

 

 

 

 

 

Item 3

 

Defaults Upon Senior Securities

 

2625

 

 

 

 

 

Item 4

 

Mine Safety Disclosures

 

2625

 

 

 

 

 

Item 5

 

Other Information

 

2625

 

 

 

 

 

Item 6

 

Exhibits

 

2726

 

 

 

 

 

 

 

Signature

 

2827

 

 

 

 

 

 

 

 


PART I — Financial Information

Item 1.

Financial Statements.

GREAT LAKES DREDGE & DOCK CORPORATION AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(Unaudited)

(in thousands, except per share amounts)

 

June 30,

 

 

December 31,

 

 

June 30,

 

 

December 31,

 

 

2020

 

 

2019

 

 

2021

 

 

2020

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

233,527

 

 

$

186,995

 

 

$

180,767

 

 

$

216,510

 

Accounts receivable—net

 

 

33,894

 

 

 

19,785

 

 

 

35,741

 

 

 

38,990

 

Contract revenues in excess of billings

 

 

20,436

 

 

 

22,560

 

 

 

34,556

 

 

 

32,106

 

Inventories

 

 

30,377

 

 

 

30,189

 

 

 

32,758

 

 

 

34,689

 

Prepaid expenses and other current assets

 

 

29,602

 

 

 

41,183

 

 

 

39,330

 

 

 

40,398

 

Total current assets

 

 

347,836

 

 

 

300,712

 

 

 

323,152

 

 

 

362,693

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PROPERTY AND EQUIPMENT—Net

 

 

374,327

 

 

 

374,596

 

 

 

422,552

 

 

 

383,042

 

OPERATING LEASE ASSETS

 

 

71,316

 

 

 

72,612

 

 

 

52,777

 

 

 

65,188

 

GOODWILL

 

 

76,576

 

 

 

76,576

 

 

 

76,576

 

 

 

76,576

 

INVENTORIES—Noncurrent

 

 

65,671

 

 

 

61,126

 

 

 

61,578

 

 

 

58,413

 

ASSETS HELD FOR SALE— Noncurrent

 

 

3,970

 

 

 

3,970

 

OTHER

 

 

8,372

 

 

 

7,960

 

 

 

12,998

 

 

 

12,112

 

TOTAL

 

$

948,068

 

 

$

897,552

 

 

$

949,633

 

 

$

958,024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

76,376

 

 

$

76,091

 

 

$

79,863

 

 

$

71,308

 

Accrued expenses

 

 

44,938

 

 

 

51,225

 

 

 

37,230

 

 

 

52,899

 

Operating lease liabilities

 

 

20,069

 

 

 

21,351

 

 

 

14,255

 

 

 

19,472

 

Billings in excess of contract revenues

 

 

55,087

 

 

 

55,266

 

 

 

28,833

 

 

 

32,608

 

Total current liabilities

 

 

196,470

 

 

 

203,933

 

 

 

160,181

 

 

 

176,287

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LONG-TERM DEBT

 

 

323,289

 

 

 

322,843

 

 

 

320,696

 

 

 

323,735

 

OPERATING LEASE LIABILITIES—Noncurrent

 

 

51,390

 

 

 

51,131

 

 

 

38,877

 

 

 

45,879

 

DEFERRED INCOME TAXES

 

 

48,926

 

 

 

35,740

 

 

 

59,458

 

 

 

56,466

 

OTHER

 

 

6,991

 

 

 

4,506

 

 

 

10,324

 

 

 

8,989

 

Total liabilities

 

 

627,066

 

 

 

618,153

 

 

 

589,536

 

 

 

611,356

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

COMMITMENTS AND CONTINGENCIES (Note 8)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EQUITY:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock—$.0001 par value; 90,000 authorized, 64,947 and 64,283 shares issued and outstanding at June 30, 2020 and December 31, 2019, respectively.

 

 

6

 

 

 

6

 

Common stock—$.0001 par value; 90,000 authorized, 65,654 and 65,023 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively.

 

 

6

 

 

 

6

 

Additional paid-in capital

 

 

304,531

 

 

 

302,189

 

 

 

304,977

 

 

 

304,757

 

Retained earnings (accumulated deficit)

 

 

19,856

 

 

 

(23,091

)

Accumulated other comprehensive income (loss)

 

 

(3,391

)

 

 

295

 

Retained earnings

 

 

51,856

 

 

 

40,937

 

Accumulated other comprehensive income

 

 

3,258

 

 

 

968

 

Total equity

 

 

321,002

 

 

 

279,399

 

 

 

360,097

 

 

 

346,668

 

TOTAL

 

$

948,068

 

 

$

897,552

 

 

$

949,633

 

 

$

958,024

 

 

See notes to unaudited condensed consolidated financial statements.


Great Lakes Dredge & Dock Corporation and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

(in thousands, except per share amounts)

 

 

Three Months Ended

 

 

Six Months Ended

 

 

June 30,

 

 

June 30,

 

 

Three Months Ended

 

 

Six Months Ended

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

June 30,

 

 

June 30,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Contract revenues

 

$

167,920

 

 

$

184,811

 

 

$

385,615

 

 

$

377,448

 

 

$

169,914

 

 

$

167,920

 

 

$

347,547

 

 

$

385,615

 

Costs of contract revenues

 

 

134,904

 

 

 

147,325

 

 

 

284,125

 

 

 

290,085

 

 

 

146,992

 

 

 

134,904

 

 

 

291,549

 

 

 

284,125

 

Gross profit

 

 

33,016

 

 

 

37,486

 

 

 

101,490

 

 

 

87,363

 

 

 

22,922

 

 

 

33,016

 

 

 

55,998

 

 

 

101,490

 

General and administrative expenses

 

 

14,804

 

 

 

14,613

 

 

 

30,375

 

 

 

29,438

 

 

 

14,224

 

 

 

14,804

 

 

 

30,546

 

 

 

30,375

 

(Gain) loss on sale of assets—net

 

 

(39

)

 

 

81

 

 

 

(184

)

 

 

360

 

Gain on sale of assets—net

 

 

(138

)

 

 

(39

)

 

 

(32

)

 

 

(184

)

Operating income

 

 

18,251

 

 

 

22,792

 

 

 

71,299

 

 

 

57,565

 

 

 

8,836

 

 

 

18,251

 

 

 

25,484

 

 

 

71,299

 

Interest expense—net

 

 

(6,725

)

 

 

(7,188

)

 

 

(13,355

)

 

 

(14,739

)

 

 

(6,657

)

 

 

(6,725

)

 

 

(13,243

)

 

 

(13,355

)

Other income (expense)

 

 

565

 

 

 

123

 

 

 

(556

)

 

 

295

 

 

 

755

 

 

 

565

 

 

 

896

 

 

 

(556

)

Income from continuing operations before income taxes

 

 

12,091

 

 

 

15,727

 

 

 

57,388

 

 

 

43,121

 

Income before income taxes

 

 

2,934

 

 

 

12,091

 

 

 

13,137

 

 

 

57,388

 

Income tax provision

 

 

(3,131

)

 

 

(4,230

)

 

 

(14,441

)

 

 

(11,076

)

 

 

(829

)

 

 

(3,131

)

 

 

(2,218

)

 

 

(14,441

)

Income from continuing operations

 

 

8,960

 

 

 

11,497

 

 

 

42,947

 

 

 

32,045

 

Loss from discontinued operations, net of income taxes

 

 

 

 

 

(3,251

)

 

 

 

 

 

(6,631

)

Net income

 

$

8,960

 

 

$

8,246

 

 

$

42,947

 

 

$

25,414

 

 

$

2,105

 

 

$

8,960

 

 

$

10,919

 

 

$

42,947

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share attributable to continuing operations

 

$

0.14

 

 

$

0.18

 

 

$

0.66

 

 

$

0.51

 

Basic loss per share attributable to discontinued operations, net of tax

 

 

 

 

 

(0.05

)

 

 

 

 

 

(0.10

)

Basic earnings per share

 

$

0.14

 

 

$

0.13

 

 

$

0.66

 

 

$

0.41

 

 

$

0.03

 

 

$

0.14

 

 

$

0.17

 

 

$

0.66

 

Basic weighted average shares

 

 

64,864

 

 

 

63,605

 

 

 

64,659

 

 

 

63,243

 

 

 

65,646

 

 

 

64,864

 

 

 

65,458

 

 

 

64,659

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share attributable to continuing operations

 

$

0.14

 

 

$

0.18

 

 

$

0.65

 

 

$

0.50

 

Diluted loss per share attributable to discontinued operations, net of tax

 

 

 

 

 

(0.05

)

 

 

 

 

 

(0.10

)

Diluted earnings per share

 

$

0.14

 

 

$

0.13

 

 

$

0.65

 

 

$

0.40

 

 

$

0.03

 

 

$

0.14

 

 

$

0.16

 

 

$

0.65

 

Diluted weighted average shares

 

 

65,758

 

 

 

64,990

 

 

 

65,802

 

 

 

64,654

 

 

 

66,137

 

 

 

65,758

 

 

 

66,187

 

 

 

65,802

 

 

See notes to unaudited condensed consolidated financial statements.

 


 


Great Lakes Dredge & Dock Corporation and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)

(in thousands)

 

 

Three Months Ended

 

 

Six Months Ended

 

 

Three Months Ended

 

 

Six Months Ended

 

 

June 30,

 

 

June 30,

 

 

June 30,

 

 

June 30,

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

8,960

 

 

$

8,246

 

 

$

42,947

 

 

$

25,414

 

 

$

2,105

 

 

$

8,960

 

 

$

10,919

 

 

$

42,947

 

Net unrealized (gain) loss on derivatives—net of tax (1)

 

 

3,440

 

 

 

237

 

 

 

(3,686

)

 

 

2,977

 

Net change in cash flow derivative hedges—net of tax (1)

 

 

404

 

 

 

3,440

 

 

 

2,290

 

 

 

(3,686

)

Comprehensive income

 

$

12,400

 

 

$

8,483

 

 

$

39,261

 

 

$

28,391

 

 

$

2,509

 

 

$

12,400

 

 

$

13,209

 

 

$

39,261

 

 

(1)

Net of income tax (provision) benefit of $1,162$(136) and $84$1,162 for the three months ended June 30, 20202021 and 2019,2020 respectively.  Net of income tax (provision) benefit of $(1,255)$(773) and $1,055$(1,255) for the six months ended June 30, 20202021 and 2019,2020 respectively.

See notes to unaudited condensed consolidated financial statements.

 


 


Great Lakes Dredge & Dock Corporation and Subsidiaries

Condensed Consolidated Statements of Equity

(Unaudited)

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Retained

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Retained

 

 

Accumulated

 

 

 

 

 

 

Shares of

 

 

 

 

 

 

Additional

 

 

Earnings

 

 

Other

 

 

 

 

 

 

Shares of

 

 

 

 

 

 

Shares of

 

 

 

 

 

 

Additional

 

 

Earnings

 

 

Other

 

 

 

 

 

 

Common

 

 

Common

 

 

Paid-In

 

 

(Accumulated

 

 

Comprehensive

 

 

 

 

 

 

Common

 

 

Common

 

 

Treasury

 

 

Treasury

 

 

Paid-In

 

 

(Accumulated

 

 

Comprehensive

 

 

 

 

 

 

Stock

 

 

Stock

 

 

Capital

 

 

Deficit)

 

 

Income (Loss)

 

 

Total

 

BALANCE—January 1, 2021

 

 

65,023

 

 

$

6

 

 

$

304,757

 

 

$

40,937

 

 

$

968

 

 

$

346,668

 

 

Stock

 

 

Stock

 

 

Stock

 

 

Stock

 

 

Capital

 

 

Deficit)

 

 

Income (Loss)

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share-based compensation

 

 

73

 

 

 

-

 

 

 

2,564

 

 

 

-

 

 

 

-

 

 

 

2,564

 

Vesting of restricted stock units and impact of shares withheld for taxes

 

 

410

 

 

 

-

 

 

 

(3,784

)

 

 

-

 

 

 

-

 

 

 

(3,784

)

Exercise of options and purchases from employee stock plans

 

 

148

 

 

 

-

 

 

 

1,440

 

 

 

-

 

 

 

-

 

 

 

1,440

 

Net income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

10,919

 

 

 

-

 

 

 

10,919

 

Other comprehensive income—net of tax

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2,290

 

 

 

2,290

 

BALANCE—June 30, 2021

 

 

65,654

 

 

$

6

 

 

$

304,977

 

 

$

51,856

 

 

$

3,258

 

 

$

360,097

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE—January 1, 2020

 

 

64,283

 

 

$

6

 

 

 

 

 

$

 

 

$

302,189

 

 

$

(23,091

)

 

$

295

 

 

$

279,399

 

 

 

64,283

 

 

$

6

 

 

$

302,189

 

 

$

(23,091

)

 

$

295

 

 

$

279,399

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share-based compensation

 

 

61

 

 

 

 

 

 

 

 

 

 

 

 

3,130

 

 

 

 

 

 

 

 

 

3,130

 

 

 

61

 

 

 

-

 

 

 

3,130

 

 

 

-

 

 

 

-

 

 

 

3,130

 

Vesting of restricted stock units and impact of shares withheld for taxes

 

 

412

 

 

 

 

 

 

 

 

 

 

 

 

(2,106

)

 

 

 

 

 

 

 

 

(2,106

)

 

 

412

 

 

 

-

 

 

 

(2,106

)

 

 

-

 

 

 

-

 

 

 

(2,106

)

Exercise of options and purchases from employee stock plans

 

 

191

 

 

 

 

 

 

 

 

 

 

 

 

1,318

 

 

 

 

 

 

 

 

 

1,318

 

 

 

191

 

 

 

-

 

 

 

1,318

 

 

 

-

 

 

 

-

 

 

 

1,318

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

42,947

 

 

 

 

 

 

42,947

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

42,947

 

 

 

-

 

 

 

42,947

 

Other comprehensive loss—net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(3,686

)

 

 

(3,686

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(3,686

)

 

 

(3,686

)

BALANCE—June 30, 2020

 

 

64,947

 

 

$

6

 

 

 

 

 

$

 

 

$

304,531

 

 

$

19,856

 

 

$

(3,391

)

 

$

321,002

 

 

 

64,947

 

 

$

6

 

 

$

304,531

 

 

$

19,856

 

 

$

(3,391

)

 

$

321,002

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE—January 1, 2019

 

 

62,830

 

 

$

6

 

 

 

(278

)

 

$

(1,433

)

 

$

295,135

 

 

$

(74,971

)

 

$

(3,809

)

 

$

214,928

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cumulative effect of recent accounting pronouncements

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,802

 

 

 

 

 

 

2,802

 

Share-based compensation

 

 

45

 

 

 

 

 

 

 

 

 

 

 

 

4,530

 

 

 

 

 

 

 

 

 

4,530

 

Vesting of restricted stock units and impact of shares withheld for taxes

 

 

554

 

 

 

 

 

 

 

 

 

 

 

 

(2,929

)

 

 

 

 

 

 

 

 

(2,929

)

Exercise of options and purchases from employee stock plans

 

 

618

 

 

 

 

 

 

 

 

 

 

 

 

3,756

 

 

 

 

 

 

 

 

 

3,756

 

Cancellation of treasury stock

 

 

(278

)

 

 

 

 

 

278

 

 

 

1,433

 

 

 

(1,173

)

 

 

(261

)

 

 

 

 

 

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

25,414

 

 

 

 

 

 

25,414

 

Other comprehensive income—net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,977

 

 

 

2,977

 

BALANCE—June 30, 2019

 

 

63,769

 

 

$

6

 

 

 

 

 

$

 

 

$

299,320

 

 

$

(47,016

)

 

$

(832

)

 

$

251,478

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Retained

 

 

Accumulated

 

 

 

 

 

 

Shares of

 

 

 

 

 

 

Additional

 

 

 

 

 

 

Other

 

 

 

 

 

 

Shares of

 

 

 

 

 

 

Shares of

 

 

 

 

 

 

Additional

 

 

Earnings

 

 

Other

 

 

 

 

 

 

Common

 

 

Common

 

 

Paid-In

 

 

Retained

 

 

Comprehensive

 

 

 

 

 

 

Common

 

 

Common

 

 

Treasury

 

 

Treasury

 

 

Paid-In

 

 

(Accumulated

 

 

Comprehensive

 

 

 

 

 

 

Stock

 

 

Stock

 

 

Capital

 

 

Earnings

 

 

Income (Loss)

 

 

Total

 

 

Stock

 

 

Stock

 

 

Stock

 

 

Stock

 

 

Capital

 

 

Deficit)

 

 

Income (Loss)

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE—March 31, 2021

 

 

65,620

 

 

$

6

 

 

$

303,999

 

 

$

49,751

 

 

$

2,854

 

 

$

356,610

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share-based compensation

 

 

12

 

 

 

-

 

 

 

798

 

 

 

-

 

 

 

-

 

 

 

798

 

Vesting of restricted stock units and impact of shares withheld for taxes

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Exercise of options and purchases from employee stock plans

 

 

22

 

 

 

-

 

 

 

180

 

 

 

-

 

 

 

-

 

 

 

180

 

Net income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2,105

 

 

 

-

 

 

 

2,105

 

Other comprehensive income—net of tax

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

404

 

 

 

404

 

BALANCE—June 30, 2021

 

 

65,654

 

 

$

6

 

 

$

304,977

 

 

$

51,856

 

 

$

3,258

 

 

$

360,097

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE—March 31, 2020

 

 

64,795

 

 

$

6

 

 

 

 

 

$

 

 

$

302,558

 

 

$

10,896

 

 

$

(6,831

)

 

$

306,629

 

 

 

64,795

 

 

$

6

 

 

$

302,558

 

 

$

10,896

 

 

$

(6,831

)

 

$

306,629

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share-based compensation

 

 

22

 

 

 

 

 

 

 

 

 

 

 

 

1,455

 

 

 

 

 

 

 

 

 

1,455

 

 

 

22

 

 

 

-

 

 

 

1,455

 

 

 

-

 

 

 

-

 

 

 

1,455

 

Vesting of restricted stock units and impact of shares withheld for taxes

 

 

24

 

 

 

 

 

 

 

 

 

 

 

 

(178

)

 

 

 

 

 

 

 

 

(178

)

 

 

24

 

 

 

-

 

 

 

(178

)

 

 

-

 

 

 

-

 

 

 

(178

)

Exercise of options and purchases from employee stock plans

 

 

106

 

 

 

 

 

 

 

 

 

 

 

 

696

 

 

 

 

 

 

 

 

 

696

 

 

 

106

 

 

 

-

 

 

 

696

 

 

 

-

 

 

 

-

 

 

 

696

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8,960

 

 

 

 

 

 

8,960

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

8,960

 

 

 

-

 

 

 

8,960

 

Other comprehensive income—net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,440

 

 

 

3,440

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

3,440

 

 

 

3,440

 

BALANCE—June 30, 2020

 

 

64,947

 

 

$

6

 

 

 

 

 

$

 

 

$

304,531

 

 

$

19,856

 

 

$

(3,391

)

 

$

321,002

 

 

 

64,947

 

 

$

6

 

 

$

304,531

 

 

$

19,856

 

 

$

(3,391

)

 

$

321,002

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE—March 31, 2019

 

 

63,600

 

 

$

6

 

 

 

(278

)

 

$

(1,433

)

 

$

296,774

 

 

$

(55,001

)

 

$

(1,069

)

 

$

239,277

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share-based compensation

 

 

14

 

 

 

 

 

 

 

 

 

 

 

 

2,329

 

 

 

 

 

 

 

 

 

2,329

 

Vesting of restricted stock units and impact of shares withheld for taxes

 

 

101

 

 

 

 

 

 

 

 

 

 

 

 

(741

)

 

 

 

 

 

 

 

 

(741

)

Exercise of options and purchases from employee stock plans

 

 

332

 

 

 

 

 

 

 

 

 

 

 

 

2,130

 

 

 

 

 

 

 

 

 

2,130

 

Cancellation of treasury stock

 

 

(278

)

 

 

 

 

 

278

 

 

 

1,433

 

 

 

(1,173

)

 

 

(261

)

 

 

 

 

 

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8,246

 

 

 

 

 

 

8,246

 

Other comprehensive income—net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

237

 

 

 

237

 

BALANCE—June 30, 2019

 

 

63,769

 

 

$

6

 

 

 

 

 

$

 

 

$

299,320

 

 

$

(47,016

)

 

$

(832

)

 

$

251,478

 

 

See notes to unaudited condensed consolidated financial statements.


Great Lakes Dredge & Dock Corporation and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(in thousands)

 

 

Six Months Ended

 

 

 

June 30,

 

 

 

2020

 

 

2019

 

OPERATING ACTIVITIES:

 

 

 

 

 

 

 

 

Net income

 

$

42,947

 

 

$

25,414

 

Loss from discontinued operations, net of income taxes

 

 

 

 

 

(6,631

)

Income from continuing operations

 

$

42,947

 

 

$

32,045

 

Adjustments to reconcile net income to net cash flows provided by operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

18,707

 

 

 

18,001

 

Deferred income taxes

 

 

14,441

 

 

 

11,179

 

(Gain) loss on sale of assets

 

 

(184

)

 

 

360

 

Amortization of deferred financing fees

 

 

805

 

 

 

1,941

 

Share-based compensation expense

 

 

3,130

 

 

 

3,619

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(14,109

)

 

 

14,012

 

Contract revenues in excess of billings

 

 

2,123

 

 

 

(13,207

)

Inventories

 

 

(4,733

)

 

 

(1,300

)

Prepaid expenses and other current assets

 

 

10,733

 

 

 

870

 

Accounts payable and accrued expenses

 

 

(8,229

)

 

 

10,044

 

Billings in excess of contract revenues

 

 

(179

)

 

 

32,817

 

Other noncurrent assets and liabilities

 

 

2,008

 

 

 

1,404

 

Net cash flows provided by operating activities from continuing operations

 

 

67,460

 

 

 

111,785

 

Net cash flows used in operating activities of discontinued operations

 

 

 

 

 

(5,814

)

Cash provided by operating activities

 

 

67,460

 

 

 

105,971

 

 

 

 

 

 

 

 

 

 

INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

Purchases of property and equipment

 

 

(21,076

)

 

 

(24,316

)

Proceeds from dispositions of property and equipment

 

 

936

 

 

 

5,516

 

Net cash flows used in investing activities of continuing operations

 

 

(20,140

)

 

 

(18,800

)

Net cash flows provided by investing activities of discontinued operations

 

 

 

 

 

17,198

 

Cash used in investing activities

 

 

(20,140

)

 

 

(1,602

)


 

Six Months Ended

 

 

Six Months Ended

 

 

June 30,

 

 

June 30,

 

 

2021

 

 

2020

 

OPERATING ACTIVITIES:

 

 

 

 

 

 

 

 

Net income

 

$

10,919

 

 

$

42,947

 

Adjustments to reconcile net income to net cash flows provided by operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

20,681

 

 

 

18,707

 

Deferred income taxes

 

 

2,218

 

 

 

14,441

 

Gain on sale of assets

 

 

(32

)

 

 

(184

)

Amortization of deferred financing fees

 

 

1,715

 

 

 

805

 

Share-based compensation expense

 

 

2,564

 

 

 

3,130

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

3,249

 

 

 

(14,109

)

Contract revenues in excess of billings

 

 

(2,450

)

 

 

2,123

 

Inventories

 

 

(1,233

)

 

 

(4,733

)

Prepaid expenses and other current assets

 

 

4,131

 

 

 

10,733

 

Accounts payable and accrued expenses

 

 

(2,668

)

 

 

(8,229

)

Billings in excess of contract revenues

 

 

(3,775

)

 

 

(179

)

Other noncurrent assets and liabilities

 

 

282

 

 

 

2,008

 

Cash provided by operating activities

 

 

35,601

 

 

 

67,460

 

 

 

 

 

 

 

 

 

INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

Purchases of property and equipment

 

 

(64,828

)

 

 

(21,076

)

Proceeds from dispositions of property and equipment

 

 

223

 

 

 

936

 

Cash used in investing activities

 

 

(64,605

)

 

 

(20,140

)

 

2020

 

 

2019

 

 

 

 

 

 

 

 

 

FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred financing fees

 

 

 

 

 

(2,388

)

 

 

(4,395

)

 

 

-

 

Taxes paid on settlement of vested share awards

 

 

(2,106

)

 

 

(2,929

)

 

 

(3,784

)

 

 

(2,106

)

Exercise of options and purchases from employee stock plans

 

 

1,318

 

 

 

3,756

 

 

 

1,440

 

 

 

1,318

 

Repayments of revolving loans

 

 

 

 

 

(11,500

)

Net cash flows used in financing activities of continuing operations

 

 

(788

)

 

 

(13,061

)

Net cash flows used in financing activities of discontinued operations

 

 

 

 

 

(191

)

Cash used in financing activities

 

 

(788

)

 

 

(13,252

)

 

 

(6,739

)

 

 

(788

)

Net increase in cash, cash equivalents and restricted cash

 

 

46,532

 

 

 

91,117

 

Net (decrease) increase in cash, cash equivalents and restricted cash

 

 

(35,743

)

 

 

46,532

 

Cash, cash equivalents and restricted cash at beginning of period

 

 

186,995

 

 

 

34,458

 

 

 

216,510

 

 

 

186,995

 

Cash, cash equivalents and restricted cash at end of period

 

$

233,527

 

 

$

125,575

 

 

$

180,767

 

 

$

233,527

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental Cash Flow Information

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid for interest

 

$

12,548

 

 

$

12,963

 

 

$

13,984

 

 

$

12,548

 

Cash paid for income taxes

 

$

175

 

 

$

168

 

 

$

332

 

 

$

175

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-cash Investing and Financing Activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property and equipment purchased but not yet paid

 

$

4,608

 

 

$

7,760

 

 

$

11,139

 

 

$

4,608

 

 

See notes to unaudited condensed consolidated financial statements.

 


GREAT LAKES DREDGE & DOCK CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(dollar amounts in thousands, except per share amounts or as otherwise noted)

 

1.

Basis of presentation

The unaudited condensed consolidated financial statements and notes herein should be read in conjunction with the audited consolidated financial statements of Great Lakes Dredge & Dock Corporation and Subsidiaries (the “Company” or “Great Lakes”) and the notes thereto, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.2020. The condensed consolidated financial statements included herein have been prepared by the Company without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to the SEC’s rules and regulations, although management believes that the disclosures are adequate and make the information presented not misleading. In the opinion of management, all adjustments, which are of a normal and recurring nature (except as otherwise noted), that are necessary to present fairly the Company’s financial position as of June 30, 20202021 and December 31, 2019,2020, and its results of operations for the three and six months ended June 30, 20202021 and 20192020 and cash flows for the six months ended June 30, 20202021 and 20192020 have been included.

On March 27, 2020, the U.S. government enacted the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”). The CARES Act is an emergency economic stimulus package in response to the coronavirus (COVID-19) pandemic which, among other things, includes various tax provisions relating to refundable payroll tax credits, deferment of the employer side of certain payroll taxes and social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. The Company has elected to defer the employer side of certain payroll taxes and is continually assessing the financial impact of these tax-related changes. As of June 30, 2020, the Company has not been significantly impacted by COVID-19 but the uncertainty that surrounds this virus means that the Company must continue to monitor and assess any potential future impact on the Company’s business, financial condition and results of operations.

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 is generally hired on a project-by-project basis. Costs of contract revenues vary significantly depending on the type and location of work performed and assets utilized.

The Company has 1 operating segment which is also the Company’s reportable segment and reporting unit of which the Company tests goodwill for impairment. The Company performed its most recent annual test of impairment as of July 1, 20192020 with no indication of impairment as of the test date. The Company will perform its next scheduled annual test of goodwill in the third quarter of 2020.2021.

On August 4, 2020, 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 $75.0 million of its common stock from time to time through July 31, 2021.

The condensed consolidated results of operations and comprehensive income for the interim periods presented herein are not necessarily indicative of the results to be expected for the full year.

2.

Earnings per share

Basic earnings per share is computed by dividing net income attributable to common stockholders by the weighted-average number of common shares outstanding during the reporting period. Diluted earnings per share is computed similar to basic earnings per share except that it reflects the potential dilution that could occur if dilutive securities or other obligations to issue common stock were exercised or converted into common stock.


The computations for basic and diluted earnings per share are as follows:

 

 

Three Months Ended

 

 

Six Months Ended

 

(shares in thousands)

 

June 30,

 

 

June 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

2,105

 

 

$

8,960

 

 

$

10,919

 

 

$

42,947

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding — basic

 

 

65,646

 

 

 

64,864

 

 

 

65,458

 

 

 

64,659

 

Effect of stock options and restricted stock units

 

 

491

 

 

 

894

 

 

 

729

 

 

 

1,143

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding — diluted

 

 

66,137

 

 

 

65,758

 

 

 

66,187

 

 

 

65,802

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share — basic

 

$

0.03

 

 

$

0.14

 

 

$

0.17

 

 

$

0.66

 

Earnings per share — diluted

 

$

0.03

 

 

$

0.14

 

 

$

0.16

 

 

$

0.65

 

 

 

 

Three Months Ended

 

 

Six Months Ended

 

(shares in thousands)

 

June 30,

 

 

June 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

8,960

 

 

$

11,497

 

 

$

42,947

 

 

$

32,045

 

Loss from discontinued operations, net of income taxes

 

 

 

 

 

(3,251

)

 

 

 

 

 

(6,631

)

Net income

 

 

8,960

 

 

 

8,246

 

 

 

42,947

 

 

 

25,414

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding — basic

 

 

64,864

 

 

 

63,605

 

 

 

64,659

 

 

 

63,243

 

Effect of stock options and restricted stock units

 

 

894

 

 

 

1,385

 

 

 

1,143

 

 

 

1,411

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding — diluted

 

 

65,758

 

 

 

64,990

 

 

 

65,802

 

 

 

64,654

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share from continuing operations — basic

 

$

0.14

 

 

$

0.18

 

 

$

0.66

 

 

$

0.51

 

Earnings per share from continuing operations — diluted

 

$

0.14

 

 

$

0.18

 

 

$

0.65

 

 

$

0.50

 


For the six months ended June 30, 2019, 33 stock options (“NQSOs”) and restricted stock units (“RSUs”) were excluded from the calculation of diluted earnings per share based on the application of the treasury stock method, as such NQSOs and RSUs were determined to be anti-dilutive.

 

3.

Accrued expenses

Accrued expenses at June 30, 20202021 and December 31, 20192020 were as follows:

 

 

June 30,

 

 

December 31,

 

 

June 30,

 

 

December 31,

 

 

2020

 

 

2019

 

 

2021

 

 

2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Insurance

 

$

14,508

 

 

$

15,702

 

 

$

17,365

 

 

$

14,754

 

Payroll and employee benefits

 

 

9,055

 

 

 

16,859

 

 

 

7,744

 

 

 

21,675

 

Income and other taxes

 

 

1,995

 

 

 

2,164

 

Interest

 

 

1,728

 

 

 

3,285

 

Contract reserves

 

 

4,161

 

 

 

6,248

 

 

 

750

 

 

 

2,491

 

Fuel hedge contracts

 

 

4,093

 

 

 

 

Interest

 

 

3,285

 

 

 

3,284

 

Income and other taxes

 

 

1,674

 

 

 

1,597

 

Other

 

 

8,162

 

 

 

7,535

 

 

 

7,648

 

 

 

8,530

 

Total accrued expenses

 

$

44,938

 

 

$

51,225

 

 

$

37,230

 

 

$

52,899

 

 

4.

Long-term debt

 

Credit agreement

As of June 30, 20202021 and December 31, 2019,2020, the Company had 0 borrowings outstanding under our $200,000 amended and restated revolving credit and security agreement (as amended, the “Amended Credit Agreement”). There were $30,767$35,909 and $35,779$36,407 of letters of credit outstanding and $168,870$163,764 and $163,729$163,231 of availability under the Amended Credit Agreement as of June 30, 20202021 and December 31, 2019,2020, respectively. The availability under the Amended Credit Agreement is suppressed by $362 and $492$327 as of June 30, 20202021 and December 31, 2019, respectively,2020, as a result of certain limitations set forth in the Amended Credit Agreement.

 

Senior Notes and subsidiary guarantors

In May 2017,2021 the Company issued $325,000sold $325 million of 8.000% senior notes (“8%unsecured 5.25% Senior Notes (the “2029 Notes”) pursuant to a private offering. The 2029 Notes were priced to investors at par and will mature on June 1, 2029. The Company used the net proceeds from the offering, together with cash on hand, to redeem all $325 million aggregate principal amount of its outstanding 8.000% Senior Notes due May 15, 2022. The2022 (the “8% Notes”).  Approximately $1.0 million of deferred financing fees related to the 8% Notes were extinguished and are presented within net interest is paid semi-annually.expense in the Statement of Operations.

The Company’s obligations under these Senior2029 Notes are guaranteed by certaineach of the Company’s existing and future 100% owned domestic subsidiaries.subsidiaries that are co-borrowers or guarantors under its Amended Credit Agreement. Such guarantees are full, unconditional and joint and several. The parent company issuer has no independent assets or operations and all non-guarantor subsidiaries have been determined to be minor.


5.

Fair value measurements

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. A fair value hierarchy has been established by GAAP that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The accounting guidance describes three levels of inputs that may be used to measure fair value:

Level 1—Quoted prices in active markets for identical assets or liabilities.

Level 2—Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.


The Company utilizes the market approach to measure fair value for its financial assets and liabilities. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. At times, the Company holds certain derivative contracts that it uses to manage commodity price risk. The Company does not hold or issue derivatives for speculative or trading purposes. The fair values of these financial instruments are summarized as follows:

 

 

 

 

 

 

Fair Value Measurements at Reporting Date Using

 

 

 

 

 

 

Fair Value Measurements at Reporting Date Using

 

Description

 

At June 30, 2020

 

 

Quoted Prices in Active Markets for Identical Assets (Level 1)

 

 

Significant Other Observable Inputs (Level 2)

 

 

Significant Unobservable Inputs (Level 3)

 

 

At June 30, 2021

 

 

Quoted Prices in Active Markets for Identical Assets (Level 1)

 

 

Significant Other Observable Inputs (Level 2)

 

 

Significant Unobservable Inputs (Level 3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fuel hedge contracts

 

$

4,093

 

 

$

 

 

$

4,093

 

 

$

 

 

$

4,802

 

 

$

-

 

 

$

4,802

 

 

$

-

 

 

 

 

 

 

 

Fair Value Measurements at Reporting Date Using

 

 

 

 

 

 

Fair Value Measurements at Reporting Date Using

 

Description

 

At December 31, 2019

 

 

Quoted Prices in Active Markets for Identical Assets (Level 1)

 

 

Significant Other Observable Inputs (Level 2)

 

 

Significant Unobservable Inputs (Level 3)

 

 

At December 31, 2020

 

 

Quoted Prices in Active Markets for Identical Assets (Level 1)

 

 

Significant Other Observable Inputs (Level 2)

 

 

Significant Unobservable Inputs (Level 3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fuel hedge contracts

 

$

849

 

 

$

 

 

$

849

 

 

$

 

 

$

1,739

 

 

$

-

 

 

$

1,739

 

 

$

-

 

 

Fuel hedge contracts

The Company is exposed to certain market risks, primarily commodity price risk as it relates to diesel fuel purchase requirements, which occur in the normal course of business. The Company enters into heating oil commodity swap contracts to hedge the risk that fluctuations in diesel fuel prices could have an adverse impact on cash flows associated with its domestic dredging contracts. The Company’s typical goal is to hedge approximately 80% of the fuel requirements for work in domestic backlog. Due to the current economic environment, fuel prices are at record lows. As a result, the Company has currently adjusted hedging to 100% of the fuel requirements for work in the domestic backlog.

As of June 30, 2020,2021, the Company was party to various swap arrangements to hedge the price of its diesel fuel purchase requirements for work in its backlog to be performed through March 2021.June 2022. As of June 30, 2020,2021, there were 7.48.7 million gallons remaining on these contracts which represent approximately 100%80% of the Company’s forecasted domestic fuel purchases through March 2021.June 2022. Under these swap agreements, the Company will pay fixed prices ranging from $1.12$1.22 to $2.01$1.90 per gallon.

At June 30, 2020, the fair value liability of the fuel hedge contracts was estimated to be $4,093,2021 and is recorded in accrued expenses. At December 31, 2019,2020 the fair value asset of the fuel hedge contracts waswere estimated to be $849,$4,802 and is$1,739, respectively, and are recorded in prepaid expenses and other current assets. For fuel hedge contracts considered to be highly effective, the losses reclassified to earnings from changes in fair value of derivatives, net of cash settlements and taxes, for the six months ended June 30, 20202021 were $3,828.$3,404. The remaining gains and losses included in accumulated other comprehensive loss at June 30, 20202021 will be reclassified into earnings over the next ninetwelve months, corresponding to the period during which the hedged fuel is expected to be utilized. Changes in the fair value of fuel hedge contracts not considered highly effective are recorded as cost of contract revenues in the Statement of Operations. The fair values of fuel hedges are corroborated using inputs that are readily observable in public markets; therefore, the Company determines fair value of these fuel hedges using Level 2 inputs.


The Company is exposed to counterparty credit risk associated with non-performance of its various derivative instruments. The Company’s risk would be limited to any unrealized gains on current positions. To help mitigate this risk, the Company transacts only with counterparties that are rated as investment grade or higher. In addition, all counterparties are monitored on a continuous basis.

The fair value of the fuel hedge contracts outstanding as of June 30, 20202021 and December 31, 20192020 is as follows:

 

 

 

 

Fair Value at

 

 

 

 

Fair Value at

 

 

 

 

June 30,

 

 

December 31,

 

 

 

 

June 30,

 

 

December 31,

 

 

Balance Sheet Location

 

2020

 

 

2019

 

 

Balance Sheet Location

 

2021

 

 

2020

 

Asset derivatives:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivatives designated as hedging instruments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fuel hedge contracts

 

Prepaid expenses and other current assets

 

$

 

 

$

849

 

 

Prepaid expenses and other current assets

 

$

4,802

 

 

$

1,739

 

 

 

 

 

 

 

 

 

 

 

Liability derivatives:

 

 

 

 

 

 

 

 

 

 

Derivatives designated as hedging instruments

 

 

 

 

 

 

 

 

 

 

Fuel hedge contracts

 

Accrued expenses

 

$

4,093

 

 

$

 


 

Accumulated other comprehensive income (loss)

Changes in the components of the accumulated balances of other comprehensive income (loss) are as follows:

 

 

Three Months Ended

 

 

Six Months Ended

 

 

Three Months Ended

 

 

Six Months Ended

 

 

June 30,

 

 

June 30,

 

 

June 30,

 

 

June 30,

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Derivatives:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reclassification of derivative losses to earnings—net of tax

 

 

2,490

 

 

 

295

 

 

 

3,828

 

 

 

1,186

 

Reclassification of derivative (gains) losses to earnings—net of tax

 

 

(1,878

)

 

 

2,490

 

 

 

(3,404

)

 

 

3,828

 

Change in fair value of derivatives—net of tax

 

 

950

 

 

 

(58

)

 

 

(7,514

)

 

 

1,791

 

 

 

2,282

 

 

 

950

 

 

 

5,694

 

 

 

(7,514

)

Total other comprehensive income (loss)

 

$

3,440

 

 

$

237

 

 

$

(3,686

)

 

$

2,977

 

Net change in cash flow derivative hedges—net of tax

 

$

404

 

 

$

3,440

 

 

$

2,290

 

 

$

(3,686

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjustments reclassified from accumulated balances of other comprehensive income (loss) to earnings are as follows:

 

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

 

June 30,

 

 

June 30,

 

 

 

 

June 30,

 

 

June 30,

 

 

Statement of Operations Location

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

Statement of Operations Location

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Derivatives:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fuel hedge contracts

 

Costs of contract revenues

 

$

3,340

 

 

$

399

 

 

$

5,132

 

 

$

1,606

 

 

Costs of contract revenues

 

$

(2,513

)

 

$

3,340

 

 

 

(4,554

)

 

 

5,132

 

 

Income tax benefit

 

 

850

 

 

 

104

 

 

 

1,304

 

 

 

420

 

 

Income tax (provision) benefit

 

 

(635

)

 

 

850

 

 

 

(1,150

)

 

 

1,304

 

 

 

 

$

2,490

 

 

$

295

 

 

$

3,828

 

 

$

1,186

 

 

 

 

$

(1,878

)

 

$

2,490

 

 

$

(3,404

)

 

$

3,828

 

 

Other financial instruments

The carrying value of financial instruments included in current assets and current liabilities approximates fair value due to the short-term maturities of these instruments. Based on timing of the cash flows and comparison to current market interest rates, the carrying value of our revolving credit agreement approximates fair value. In May 2017,2021 the Company issued a total of $325,000 of 8% senior notes due May 15, 2022,5.25% Senior Notes, which were outstanding at June 30, 20202021 (see Note 4, Long-term debt). The 8% Senior2029 Notes are senior unsecured obligations of the Company and its subsidiaries that guarantee the 8% Senior2029 Notes. The fair value of the senior notes was $333,125$334,783 at June 30, 2020,2021, which is a Level 1 fair value measurement as the senior notes’ value was obtained using quoted prices in active markets. It is impracticable to determine the fair value of outstanding letters of credit or performance, bid and payment bonds due to uncertainties as to the amount and timing of future obligations, if any.


6.

Share-based compensation

On May 11, 2017,5, 2021, the Company’s stockholders approved the Great Lakes Dredge & Dock Corporation 20172021 Long-Term Incentive Plan (the “Incentive Plan”), which previously had been approved by the Company’s board of directors subject to stockholder approval. The Incentive Plan replaces the 2017 Long-Term Incentive Plan (the “Prior Plan”) and is largely based on the Prior Plan, but with updates to the available shares and other administrative changes. The Incentive Plan permits the granting of stock options, stock appreciation rights, restricted stock and restricted stock units to the Company’s employees and directors for up to 1.5 million shares of common stock, plus the number of shares that remained available for future grant under the Prior Plan as of the effectiveness of the Incentive Plan.

The Prior Plan permitted the granting of stock options, stock appreciation rights, restricted stock and restricted stock units to the Company’s employees and directors for up to 3.3 million shares of common stock, plus an additional 1.7 million shares underlying equity awards issued under the 2007 Long-Term Incentive Plan.

During the six months ended June 30, 2020,2021, the Company granted 790307 thousand restricted stock units to certain employees. In addition, all non-employee directors on the Company’s board of directors are paid a portion of their board-related compensation in stock grants or restricted stock units. Compensation cost charged to expense related to share-based compensation arrangements was $1,455$798 and $1,619$1,455 for the three months ended June 30, 20202021 and 2019,2020, respectively.  Compensation cost charged to expense related to share-based compensation arrangements was $3,130$2,564 and $3,619$3,130 for the six months ended June 30, 2021 and 2020, and 2019, respectively.


7.

Revenue

At June 30, 2020,2021, the Company had $423,403$454,402 of remaining performance obligations, which the Company refers to as total backlog. Approximately 72%93% of the Company’s backlog will be completed in 20202021 with the remaining balance expected to be completed in 2021.2022.

Revenue by category

The following series of tables presents our revenue disaggregated by several categories.

Domestically, our work generally is performed in coastal waterways and deep waterdeep-water ports. The U.S. dredging market consists of four primary types of work: capital, coastal protection, maintenance and rivers & lakes. Foreign projects typically involve capital work.

The Company’s contract revenues by type of work, for the periods indicated, were as follows:

 

 

Three Months Ended

 

 

Six Months Ended

 

 

Three Months Ended

 

 

Six Months Ended

 

 

June 30,

 

 

June 30,

 

 

June 30,

 

 

June 30,

 

Revenues

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Dredging:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital—U.S.

 

$

63,440

 

 

$

59,406

 

 

$

146,989

 

 

$

152,150

 

 

$

79,399

 

 

$

63,440

 

 

$

157,005

 

 

$

146,989

 

Capital—foreign

 

 

3,981

 

 

 

18,640

 

 

 

10,843

 

 

 

26,969

 

 

 

1,613

 

 

 

3,981

 

 

 

6,322

 

 

 

10,843

 

Coastal protection

 

 

56,038

 

 

 

58,195

 

 

 

135,888

 

 

 

91,938

 

 

 

46,631

 

 

 

56,038

 

 

 

93,262

 

 

 

135,888

 

Maintenance

 

 

41,968

 

 

 

30,188

 

 

 

84,353

 

 

 

59,837

 

 

 

37,278

 

 

 

41,968

 

 

 

82,579

 

 

 

84,353

 

Rivers & lakes

 

 

2,493

 

 

 

18,382

 

 

 

7,542

 

 

 

46,554

 

 

 

4,993

 

 

 

2,493

 

 

 

8,379

 

 

 

7,542

 

Total revenues

 

$

167,920

 

 

$

184,811

 

 

$

385,615

 

 

$

377,448

 

 

$

169,914

 

 

$

167,920

 

 

$

347,547

 

 

$

385,615

 

 

The Company’s contract revenues by type of customer, for the periods indicated, were as follows:

 

 

Three Months Ended

 

 

Six Months Ended

 

 

Three Months Ended

 

 

Six Months Ended

 

 

June 30,

 

 

June 30,

 

 

June 30,

 

 

June 30,

 

Revenues

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Dredging:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal government

 

$

133,496

 

 

$

126,804

 

 

$

299,263

 

 

$

296,959

 

 

$

127,331

 

 

$

133,496

 

 

$

258,063

 

 

$

299,263

 

State and local government

 

 

29,693

 

 

 

36,469

 

 

 

72,025

 

 

 

50,572

 

 

 

37,069

 

 

 

29,693

 

 

 

71,844

 

 

 

72,025

 

Private

 

 

750

 

 

 

2,898

 

 

 

3,484

 

 

 

2,948

 

 

 

3,901

 

 

 

750

 

 

 

11,318

 

 

 

3,484

 

Foreign

 

 

3,981

 

 

 

18,640

 

 

 

10,843

 

 

 

26,969

 

 

 

1,613

 

 

 

3,981

 

 

 

6,322

 

 

 

10,843

 

Total revenues

 

$

167,920

 

 

$

184,811

 

 

$

385,615

 

 

$

377,448

 

 

$

169,914

 

 

$

167,920

 

 

$

347,547

 

 

$

385,615

 

 


Contract balances

Accounts receivable at June 30, 20202021 and December 31, 20192020 are as follows:

 

 

June 30,

 

 

December 31,

 

 

June 30,

 

 

December 31,

 

 

2020

 

 

2019

 

 

2021

 

 

2020

 

Completed contracts

 

$

10,933

 

 

$

3,444

 

 

$

12,526

 

 

$

12,347

 

Contracts in progress

 

 

17,616

 

 

 

9,490

 

 

 

15,393

 

 

 

21,239

 

Retainage

 

 

5,909

 

 

 

7,415

 

 

 

8,386

 

 

 

5,968

 

 

 

34,458

 

 

 

20,349

 

 

 

36,305

 

 

 

39,554

 

Allowance for doubtful accounts

 

 

(564

)

 

 

(564

)

 

 

(564

)

 

 

(564

)

 

 

 

 

 

 

 

 

Total accounts receivable—net

 

$

33,894

 

 

$

19,785

 

 

$

35,741

 

 

$

38,990

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

The components of contracts in progress at June 30, 20202021 and December 31, 20192020 are as follows:

 

June 30,

 

 

December 31,

 

 

June 30,

 

 

December 31,

 

 

2020

 

 

2019

 

 

2021

 

 

2020

 

Costs and earnings in excess of billings:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs and earnings for contracts in progress

 

$

159,952

 

 

$

104,620

 

 

$

317,984

 

 

$

199,964

 

Amounts billed

 

 

(143,369

)

 

 

(86,074

)

 

 

(291,493

)

 

 

(168,569

)

Costs and earnings in excess of billings for contracts in progress

 

 

16,583

 

 

 

18,546

 

 

 

26,491

 

 

 

31,395

 

Costs and earnings in excess of billings for completed contracts

 

 

5,965

 

 

 

6,126

 

 

 

10,177

 

 

 

2,823

 

Total contract revenues in excess of billings

 

$

22,548

 

 

$

24,672

 

 

$

36,668

 

 

$

34,218

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current portion of contract revenues in excess of billings

 

$

20,436

 

 

$

22,560

 

 

$

34,556

 

 

$

32,106

 

Long-term contract revenues in excess of billings

 

 

2,112

 

 

 

2,112

 

 

 

2,112

 

 

 

2,112

 

Total contract revenues in excess of billings

 

$

22,548

 

 

$

24,672

 

 

$

36,668

 

 

$

34,218

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Billings in excess of costs and earnings:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amounts billed

 

$

(640,705

)

 

$

(628,491

)

 

$

(382,785

)

 

$

(550,468

)

Costs and earnings for contracts in progress

 

 

585,618

 

 

 

573,225

 

 

 

353,952

 

 

 

517,860

 

Total billings in excess of contract revenues

 

$

(55,087

)

 

$

(55,266

)

 

$

(28,833

)

 

$

(32,608

)

 

At June 30, 20202021 and December 31, 2019,2020, costs to fulfill a contract with a customer recognized as an asset were $6,048$6,887 and $10,300,$10,501, respectively, and are recorded in other current assets and other noncurrent assets. These costs relate to pre-contract and pre-construction activities. During the three and six months ended June 30, 20202021 and 2019,2020, the Company amortized $5,909 and $3,612, and $8,80411,756 and $2,998 and $5,749,8,804 respectively, of pre-construction costs.

8.

Commitments and contingencies

Commercial commitments

Performance and bid bonds are customarily required for dredging and marine construction projects, as well as some environmental & infrastructure projects. The Company has bonding agreements with Argonaut Insurance Company, Berkley Insurance Company, Chubb Surety and Liberty Mutual Insurance Company, under which the Company can obtain performance, bid and payment bonds. The Company also has outstanding bonds with Travelers Casualty, Surety Company of America and Zurich American Insurance Company (“Zurich”).Company. Bid bonds are generally obtained for a percentage of bid value and amounts outstanding typically range from $1,000 to $10,000. At June 30, 2020,2021, the Company had outstanding performance bonds with a notional amount of approximately $1,046,175 of which $17,401 relates to projects from the Company’s historical environmental & infrastructure businesses.$1,143,833. The revenue value remaining in backlog related to these projects totaled approximately $345,584.


In connection with the sale of its historical demolition business, the Company was obligated to keep in place the surety bonds on pending demolition projects for the period required under the respective contract for a project and issued Zurich a letter of credit related to this exposure. In February 2017, the Company was notified by Zurich of an alleged default triggered on a historical demolition surety performance bond in the aggregate of approximately $20,000 for failure of the contractor to perform in accordance with the terms of a project. In May 2017, Zurich drew upon the letter of credit in the amount of $20,881. In order to fund the draw on the letter of credit in May 2017, the Company had to increase the borrowings on its revolving credit facility. As the outstanding letters of credit previously reduced the Company’s availability under the revolving credit facility, this draw down on the Company’s letter of credit did not impact its liquidity or capital availability.

Pursuant to the terms of sale of its historical demolition business, the Company received an indemnification commitment from the buyer for losses resulting from the bonding arrangement. In April 2020, the Court granted the Company’s motion for entry of final judgment in the amount of $21,934 based upon the buyer’s default of its obligations to indemnify the Company for losses resulting from the bonding arrangement. In May 2020, the Court entered that final judgment, and in June 2020, Defendants filed a notice of appeal from that judgment.The Company cannot estimate the amount or range of collectible recoveries related to the indemnification. It does, however, intend to oppose the appeal and aggressively pursue collection from the buyer for such payment.$454,402.

Certain foreign projects performed by the Company have warranty periods, typically spanning no more than one to three years beyond project completion, whereby the Company retains responsibility to maintain the project site to certain specifications during the warranty period. Generally, any potential liability of the Company is mitigated by insurance, shared responsibilities with consortium partners, and/or recourse to owner-provided specifications.

Legal proceedings and other contingencies

As is customary with negotiated contracts and modifications or claims to competitively bid contracts with the federal government, the government has the right to audit the books and records of the Company to ensure compliance with such contracts, modifications, or claims, and the applicable federal laws. The government has the ability to seek a price adjustment based on the results of such audit. Any such audits have not had, and are not expected to have, a material impact on the financial position, operations, or cash flows of the Company.

Various legal actions, claims, assessments and other contingencies arising in the ordinary course of business are pending against the Company and certain of its subsidiaries. The Company will defend itself vigorously on all matters. These matters are subject to many uncertainties, and it is possible that some of these matters could ultimately be decided, resolved, or settled adversely to the Company. Although the Company is subject to various claims and legal actions that arise in the ordinary course of business, except as described below, the Company is not currently a party to any material legal proceedings or environmental claims. The Company records an accrual when it is probable a liability has been incurred and the amount of loss can be reasonably estimated. The Company does not believe any of these proceedings, individually or in the aggregate, would be expected to have a material effect on results of operations, cash flows or financial condition.


On April 23, 2014, the Company completed the sale of NASDI, LLC (“NASDI”) and Yankee Environmental Services, LLC (“Yankee”), which together comprised the Company’s historical demolition business, to a privately owned demolition company. On January 14, 2015, the Company and its subsidiary, NASDI Holdings, LLC, brought an action in the Delaware Court of Chancery to enforce the terms of the Company's agreement to sell NASDI and Yankee. Under the terms of the agreement, the Company received cash of $5,309 and retained the right to receive additional proceeds based upon future collections of outstanding accounts receivable and work in process existing at the date of close. The Company seeks specific performance of the buyer’s obligation to collect and to remit the additional proceeds, and other related relief. Defendants have filed counterclaims alleging that the Company misrepresented the quality of its contracts and receivables prior to the sale. The Company denies defendants’ allegations. In addition, the Company has been granted a judgment in the amount of $21,934 based upon the buyer’s default of its obligations to indemnify the Company for losses resulting from failure to perform in accordance with terms of surety performance bond. The defendants filed a notice of appeal from that judgement. The Company continues to aggressively pursue collection from the buyer on outstanding amounts owed under the sale and the indemnification. An estimate of a range of potential gains or losses relating to these matters cannot reasonably be made.

In June 2019,On April 22, 2021, the U.S. Attorney’s Office for the Eastern District of Louisiana informed the Company that it intends to file criminal chargesfiled a bill of information against the Company in connectioncharging the Company with a negligent discharge violation of the Clean Water Act arising from a September 2016 oil spill. The oil spill occurred during the Company’s Cheniere Ronquille project allegedly resultingand resulted in the discharge of around 160one hundred sixty barrels of crude oil in Bay Long, Louisiana. The Company has cooperated with the U.S. Attorney’s Office and other relevant agencies in itstheir investigation of the oil spill and believes thaton June 15, 2021, the Company pleaded guilty to the misdemeanor violation alleged in the bill of information and agreed to pay a fine of $1,000. As a result, the government may initiate suspension or debarment proceedings against us, which might prohibit us from bidding for, entering into or completing certain government projects. The Company also remains subject to potential liability for restitution in connection with this criminal charges arematter and potential liability in a pending civil suit arising from the same matter. Although the Company does not warranted.know whether proceedings will be initiated or result in prohibitions, or the impact of any such resulting prohibitions, the Company does not expect any such proceedings or prohibitions to cause a material disruption to its business, financial condition or results of operations.

On September 27, 2019, the EPA Region 4 filed an administrative complaint against the Company relating to a project the Company performed at PortMiami from 2013-2015. The EPA is2013-2015 alleging violations of Section 103 of the Marine Protection, Research, and Sanctuaries Act (“MPRSA”) and failure to report violations of the MPRSA. The EPA seeksIn July 2021, the statutory maximum penalty of $75 per violation of the MPRSA. The Company disagrees with the EPA on whether violations occurred and, if any violation did occur, the appropriate penalty calculation.

Except as noted above,parties executed a consent agreement wherein the Company has not accrued any amounts with respectagreed to the above matterspay $500 as the Company does not believe, based on information currently known to it, that a loss relating to these matters is probable, and an estimate of a range of potential losses relating to these matters cannot reasonably be made.civil penalty.


Lease obligations

The Company leases certain operating equipment and office facilities under long-term operating leases expiring at various dates through 2026.2030. The equipment leases contain renewal or purchase options that specify prices at the then fair value upon the expiration of the lease terms. The leases also contain default provisions that are triggered by an acceleration of debt maturity under the terms of the Company’s Amended Credit Agreement, or, in certain instances, cross default to other equipment leases and certain lease arrangements require that the Company maintain certain financial ratios comparable to those required by its Amended Credit Agreement. Additionally, the leases typically contain provisions whereby the Company indemnifies the lessors for the tax treatment attributable to such leases based on the tax rules in place at lease inception. The tax indemnifications do not have a contractual dollar limit. To date, no lessors have asserted any claims against the Company under these tax indemnification provisions.

9.

Business dispositions

Discontinued operations

During the second quarter of 2019, the Company entered into an agreement and completed the sale of the historical environmental & infrastructure business. Under the terms of the agreement, the Company received cash of $18,357.

The results of the historical environmental & infrastructure businesses have been reported in discontinued operations as follows:

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2019

 

 

 

2019

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

15,856

 

 

$

25,040

 

 

 

 

 

 

 

 

 

 

Loss before income taxes from discontinued operations

 

 

(2,044

)

 

 

(6,237

)

Loss on disposal of assets held for sale

 

 

(2,315

)

 

 

(2,630

)

Income tax benefit

 

 

1,108

 

 

 

2,236

 

Loss from discontinued operations, net of income taxes

 

$

(3,251

)

 

$

(6,631

)


 

10.Subsequent Events

On August 4, 2020, the Company announced a share repurchase program approved by the board of directors of the Company, authorizing, but not obligating, the repurchase of up to an aggregate amount of $75,000,000 of its common stock.



Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Cautionary note regarding forward-looking statements

Certain statements in this Quarterly Report on Form 10-Q may constitute “forward-looking” statements as defined in Section 27A of the Securities Act of 1933 (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”), the Private Securities Litigation Reform Act of 1995 (the “PSLRA”) or in releases made by the Securities and Exchange Commission (“SEC”), all as may be amended from time to time. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of Great Lakes Dredge & Dock Corporation and its subsidiaries (“Great Lakes” or the “Company”), or industry results, to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Statements that are not historical fact are forward-looking statements. Forward-looking statements can be identified by, among other things, the use of forward-looking language, such as the words “plan,” “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project,” “may,” “would,” “could,” “should,” “seeks,” or “scheduled to,” or other similar words, or the negative of these terms or other variations of these terms or comparable language, or by discussion of strategy or intentions.

These cautionary statements are being made pursuant to the Securities Act, the Exchange Act and the PSLRA with the intention of obtaining the benefits of the “safe harbor” provisions of such laws. Great Lakes cautions investors that any forward-looking statements made by Great Lakes are not guarantees or indicative of future performance. Important assumptions and other important factors that could cause actual results to differ materially from those forward-looking statements with respect to Great Lakes, include, but are not limited to, risks and uncertainties that are described in Item 1A. “Risk Factors” of Great Lakes’ Annual Report on Form 10-K for the year ended December 31, 2019,2020, in Item 1A. “Risk Factors” of Great LakesLakes’ Quarterly Report on Form 10-Q for the quarter ended March 31, 2020,2021, in Item 1A. “Risk Factors” of this Quarterly Report on Form 10-Q and in other securities filings by Great Lakes with the SEC.

Although Great Lakes believes that its plans, intentions and expectations reflected in or suggested by such forward-looking statements are reasonable, actual results could differ materially from a projection or assumption in any forward-looking statements. Great Lakes’ future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. The forward-looking statements contained in this Quarterly Report on Form 10-Q are made only as of the date hereof and Great Lakes does not have or undertake any obligation to update or revise any forward-looking statements whether as a result of new information, subsequent events or otherwise, unless otherwise required by law.

 

General

The Company is the largest provider of dredging services in the United States. In addition, the Company has a long history of performing significant international projects. The mobility of the Company’s fleet enables the Company to move equipment in response to changes in demand for dredging services.

In the fourth quarter of 2020, the Company announced the relocation of its headquarters from Oak Brook, Illinois to Houston, Texas. The Company’s new corporate office in Houston opened in the first quarter of 2021. This relocation places the Company closer to key regional customers and new markets, especially along the Gulf Coast and the Mississippi River.

Dredging generally involves the enhancement or preservation of 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. 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 (“bid market”). The Company experienced an average combined bid market share in the U.S. of 39%37% over the prior three years, including 56%49%, 53%55%, 16%19% and 45%34% of the domestic capital, coastal protection, maintenance and rivers & lakes sectors, respectively.

The Company’s largest domestic dredging customer is the U.S. Army Corps of Engineers (the “Corps”), which has responsibility for federally funded projects related to navigation and flood control of U.S. waterways. In the first six months of 2020,2021, the Company’s dredging revenues earned from contracts with federal government agencies, including the Corps as well as other federal entities such as the U.S. Coast Guard and the U.S. Navy, were approximately 78%74% of dredging revenues, aboveslightly below the Company’s prior three year average of 74%79%.

In December 2019, a novel strain of coronavirus (COVID-19) was reported to have surfaced in Wuhan, China. COVID-19 has since spread worldwide and to every state in the United States. On March 11, 2020, the World Health Organization declared COVID-19 a pandemic and on March 13, 2020 the United States declared a national emergency in response to the coronavirus outbreak. This outbreak has severely impacted global economic activity and many countries and states in the United States have reacted by instituting quarantines, mandating school and business closures and limiting travel.travel at various times throughout the pandemic.


On March 28, 2020, dredging was specifically listed in the U.S. Department of Homeland Security’s “Advisory Memorandum on Identification of Essential Critical Infrastructure Workers During COVID-19 Response” which federally designates the Company as an essential business or “critical infrastructure” company that can maintain operations during the ongoing pandemic. As mentioned above, the Company’s largest domestic dredging customer is the Corps; the Corps oversees the majority of these critical infrastructure projects and, in this capacity, has continued to follow their bid schedule and prioritize all types of dredging including port maintenance and expansion and coastal protection projects that are necessary to avoid potential storm damage during the upcoming hurricane season. Despite the current uncertainty surrounding COVID-19, to date, the Corps is continuing to advertise new projects. During the first half of 2021 the Company began to experience increased project costs and delays related to COVID-19; currently, all affected projects and the Company’s project work is largely uninterrupted.are back in operation.

Senior management regularlyOur Executive Leadership team has established a COVID-19 Command Team that meets twice each week to update contingency plans, as necessary, and address the challenges related to maintaining operations in this evolving economic environment. The Company’s primary focus has been the health and safety of its employees. The Company has implemented new paid leave policies and additional sanitary and safety measures to mitigate the risk of infection to employees.

On vessels and job sites, the Company has instituted fewer employee shift changes and increased sanitary and social distancing measures. Although we haveIn the first half of 2021, the Company began to experience more significant operational interruptions and direct costs related to the third wave of the COVID-19 pandemic. Several vessel crews were infected despite extensive testing and isolation protocols. Vessels were required to go to shore for crew changes and the vessels had crew members on certainto be disinfected before returning to work. This impacted the vessels’ scheduling and availability which led to project delays. Currently, those projects and vessels that were impacted are completed and back in operation, respectively. The Company has initiated an extensive vaccination effort of our vessels contract COVID-19, such instances have not to date had a material impact on our business. crews and staff and the Company currently has 71% of its staff either fully vaccinated or partially vaccinated.

Since March 2020, the Company’s corporate employees have effectively transitioned to a remote working environment and have discontinued non-essential travel to follow recommended physical and social distancing guidelines in order to reduce the risk of infection. Beginning in the current quarter, the Company’s Houston employees began transitioning back to working in person at the Houston corporate headquarters.  The Company is following the protocols published by the U.S. Centers for Disease Control and Prevention, the World Health Organization and state and local governments. As the Company’s employees, customers and communities are facing significant challenges, the Company cannot predict how COVID-19 will evolve or the impact it, or actions taken to contain it, will have on future results. As of June 30, 2020,Due to the Company’s business has not been significantly impacted by COVID-19, butuncertainty that surrounds this virus, the Company will be continually evaluating safety and operational contingency plans and the potential future impact that this evolving environment has on the Company’s business, financial condition and operations.  For more information, see “Item 1A. Risk Factors – A pandemic, epidemic or outbreakresults of an infectious diseaseoperations.

The Company plans to participate in the marketsoffshore wind market and in which we operate or that otherwise impacts our facilities or suppliers could adversely impact our business.

During the second quarter of 2019,March 2021 the Company enteredawarded a contract for the design and development of the first U.S. flagged Jones Act compliant, inclined fall-pipe vessel for subsea rock installation for wind turbine foundations. This vessel would represent a significant critical advancement in building the U.S. logistics infrastructure to support the future of the new U.S. offshore wind industry. Once the contract is fully executed, the Company expects delivery of the vessel in early 2024.  As of the current quarter, the Company has begun soliciting bids in the offshore wind market.

The current administration has pushed to accelerate renewable energy developments and has set a target to install 30GW of offshore wind energy generation capacity by 2030 on the U.S. east coast.  Additionally, in March, the White House announced new initiatives that will advance the administration’s goals to expand the nation’s offshore wind energy capacity in the coming decade by opening new areas of development, improving environmental permitting and increasing public financing for projects.  

In July 2021, the Corps’ 2021 budget was approved by the House of Representatives at a record high proposed budget level of $8.66 billion.  In this bill, the Harbor Maintenance Trust Fund (the “HMTF”) would receive $2.05 billion. This record funding is in addition to the annual cap being lifted from the HMTF in 2020 and the 2020 Water Resource Development Act (the “WRDA”).  WRDA authorizes new projects and makes policy changes that will make natural infrastructure and beneficial use of dredged material more common and was included in the Consolidated Appropriations Act 2021 signed into an agreementlaw on December 27, 2020. This continues the trend of WRDA legislation in each session of Congress since 2014. The legislation provides access to the $9.3 billion in unspent HMTF tax collections, establishes a funds distribution process for HMTF funding and completed the sale of its historical environmental & infrastructure business. The historical environmental & infrastructure segment has been retrospectively presented as discontinued operations. Referapproves projects to Note 9, Business dispositions,proceed to our condensed consolidated financial statements.construction.

The Company has one operating segment which is also the Company’s one reportable segment and reporting unit.

The Company’s vessels are subject to periodic dry dock inspections to verify that the vessels have been maintained in accordance with the rules of the U.S. Coast Guard and the American Bureau of Shipping (“ABS”) and that recommended repairs have been satisfactorily completed. Dry dock frequency is a statutory requirement mandated by the U.S. Coast Guard and the ABS. The Company’s vessels dry-dock every two to three years or every five years, depending on the vessel type and also on an as-needed basis for occasional unscheduled repairs. As expected, the Company experienced significant dry dock inspections in the second quarter of 2020 which will continue into the third quarter.

 


Results of operations

The following tables set forth the components of net income and Adjusted EBITDA, from continuing operations, as defined below, as a percentage of contract revenues for the three and six months ended June 30, 20202021 and 2019:2020:

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

June 30,

 

 

June 30,

 

 

 

June 30,

 

 

June 30,

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contract revenues

 

 

100.0

%

 

 

100.0

%

 

 

100.0

%

 

 

100.0

%

 

 

100.0

%

 

 

100.0

%

 

 

100.0

 

%

 

100.0

 

%

Costs of contract revenues

 

 

(80.3

)

 

 

(79.7

)

 

 

(73.7

)

 

 

(76.9

)

 

 

(86.5

)

 

 

(80.3

)

 

 

(83.9

)

 

 

(73.7

)

 

Gross profit

 

 

19.7

 

 

 

20.3

 

 

 

26.3

 

 

 

23.1

 

 

 

13.5

 

 

 

19.7

 

 

 

16.1

 

 

 

26.3

 

 

General and administrative expenses

 

 

8.8

 

 

 

7.9

 

 

 

7.9

 

 

 

7.8

 

 

 

8.4

 

 

 

8.8

 

 

 

8.8

 

 

 

7.9

 

 

(Gain) loss on sale of assets—net

 

 

 

 

 

 

 

 

 

 

 

0.1

 

Gain on sale of assets—net

 

 

(0.1

)

 

 

-

 

 

 

-

 

 

 

-

 

 

Operating income

 

 

10.9

 

 

 

12.4

 

 

 

18.4

 

 

 

15.2

 

 

 

5.2

 

 

 

10.9

 

 

 

7.3

 

 

 

18.4

 

 

Interest expense—net

 

 

(4.0

)

 

 

(3.9

)

 

 

(3.5

)

 

 

(3.9

)

 

 

(3.9

)

 

 

(4.0

)

 

 

(3.8

)

 

 

(3.5

)

 

Other income (expense)

 

 

0.3

 

 

 

0.1

 

 

 

(0.1

)

 

 

0.1

 

 

 

0.4

 

 

 

0.3

 

 

 

0.3

 

 

 

(0.1

)

 

Income from continuing operations before income taxes

 

 

7.2

 

 

 

8.6

 

 

 

14.8

 

 

 

11.4

 

Income before income taxes

 

 

1.7

 

 

 

7.2

 

 

 

3.8

 

 

 

14.8

 

 

Income tax provision

 

 

(1.9

)

 

 

(2.3

)

 

 

(3.7

)

 

 

(2.9

)

 

 

(0.5

)

 

 

(1.9

)

 

 

(0.6

)

 

 

(3.7

)

 

Income from continuing operations

 

 

5.3

 

 

 

6.3

 

 

 

11.1

 

 

 

8.5

 

Loss from discontinued operations, net of income taxes

 

 

 

 

 

(1.8

)

 

 

 

 

 

(1.8

)

Net income

 

 

5.3

 

 

 

4.5

 

 

 

11.1

 

 

 

6.7

 

 

 

1.2

 

 

 

5.3

 

 

 

3.2

 

%

 

11.1

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA from continuing operations

 

 

16.7

%

 

 

17.3

%

 

 

23.2

%

 

 

20.1

%

Adjusted EBITDA

 

 

11.9

%

 

 

16.7

%

 

 

13.5

 

%

 

23.2

 

%

 

Adjusted EBITDA, from continuing operations, as provided herein, represents net income (loss) from continuing operations, 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. Adjusted EBITDA from continuing operations is not a measure derived in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Company presents Adjusted EBITDA from continuing operations as an additional measure by which to evaluate the Company’s operating trends. The Company believes that Adjusted EBITDA from continuing operations is a measure frequently used to evaluate performance of companies with substantial leverage and that the Company’s primary stakeholders (i.e., its stockholders, bondholders and banks) use Adjusted EBITDA from continuing operations to evaluate the Company’s period to period performance. Additionally, management believes that Adjusted EBITDA from continuing operations provides a transparent measure of the Company’s recurring operating performance and allows management and investors to readily view operating trends, perform analytical comparisons and identify strategies to improve operating performance. For this reason, the Company uses a measure based upon Adjusted EBITDA from continuing operations to assess performance for purposes of determining compensation under the Company’s incentive plan. Adjusted EBITDA from continuing operations should not be considered an alternative to, or more meaningful than, amounts determined in accordance with GAAP including: (a) operating income as an indicator of operating performance; or (b) cash flows from operations as a measure of liquidity. As such, the Company’s use of Adjusted EBITDA, from continuing operations, instead of a GAAP measure, has limitations as an analytical tool, including the inability to determine profitability or liquidity due to the exclusion of accelerated maintenance expense for new international deployments, goodwill or asset impairments, gains on bargain purchase acquisitions, interest and income tax expense and the associated significant cash requirements and the exclusion of depreciation and amortization, which represent significant and unavoidable operating costs given the level of indebtedness and capital expenditures needed to maintain the Company’s business. For these reasons, the Company uses operating income to measure the Company’s operating performance and uses Adjusted EBITDA from continuing operations only as a supplement. The following is a reconciliation of Adjusted EBITDA from continuing operations to net income (loss):income:

 

 

Three Months Ended

 

 

Six Months Ended

 

 

Three Months Ended

 

 

Six Months Ended

 

 

June 30,

 

 

June 30,

 

 

June 30,

 

 

June 30,

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

 

8,960

 

 

 

11,497

 

 

 

42,947

 

 

 

32,045

 

Net income

 

$

2,105

 

 

$

8,960

 

 

$

10,919

 

 

$

42,947

 

Adjusted for:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense—net

 

 

6,725

 

 

 

7,188

 

 

 

13,355

 

 

 

14,739

 

 

 

6,657

 

 

 

6,725

 

 

 

13,243

 

 

 

13,355

 

Income tax provision

 

 

3,131

 

 

 

4,230

 

 

 

14,441

 

 

 

11,076

 

 

 

829

 

 

 

3,131

 

 

 

2,218

 

 

 

14,441

 

Depreciation and amortization

 

 

9,256

 

 

 

9,096

 

 

 

18,707

 

 

 

18,001

 

 

 

10,628

 

 

 

9,256

 

 

 

20,681

 

 

 

18,707

 

Adjusted EBITDA from continuing operations

 

$

28,072

 

 

$

32,011

 

 

$

89,450

 

 

$

75,861

 

Adjusted EBITDA

 

$

20,219

 

 

$

28,072

 

 

$

47,061

 

 

$

89,450

 


 

The Company’s contract revenues by type of work, for the periods indicated, were as follows:

 

 

Three Months Ended

 

 

Six Months Ended

 

 

Three Months Ended

 

 

Six Months Ended

 

 

June 30,

 

 

June 30,

 

 

June 30,

 

 

June 30,

 

Revenues (in thousands)

 

2020

 

 

2019

 

 

Change

 

 

2020

 

 

2019

 

 

Change

 

 

2021

 

 

2020

 

 

Change

 

 

2021

 

 

2020

 

 

Change

 

Dredging:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital—U.S.

 

$

63,440

 

 

$

59,406

 

 

 

6.8

%

 

$

146,989

 

 

$

152,150

 

 

 

(3.4

)%

 

$

79,399

 

 

$

63,440

 

 

 

25.2

%

 

$

157,005

 

 

$

146,989

 

 

 

6.8

%

Capital—foreign

 

 

3,981

 

 

 

18,640

 

 

 

(78.6

)%

 

 

10,843

 

 

 

26,969

 

 

 

(59.8

)%

 

 

1,613

 

 

 

3,981

 

 

 

(59.5

)%

 

 

6,322

 

 

 

10,843

 

 

 

(41.7

)%

Coastal protection

 

 

56,038

 

 

 

58,195

 

 

 

(3.7

)%

 

 

135,888

 

 

 

91,938

 

 

 

47.8

%

 

 

46,631

 

 

 

56,038

 

 

 

(16.8

)%

 

 

93,262

 

 

 

135,888

 

 

 

(31.4

)%

Maintenance

 

 

41,968

 

 

 

30,188

 

 

 

39.0

%

 

 

84,353

 

 

 

59,837

 

 

 

41.0

%

 

 

37,278

 

 

 

41,968

 

 

 

(11.2

)%

 

 

82,579

 

 

 

84,353

 

 

 

(2.1

)%

Rivers & lakes

 

 

2,493

 

 

 

18,382

 

 

 

(86.4

)%

 

 

7,542

 

 

 

46,554

 

 

 

(83.8

)%

 

 

4,993

 

 

 

2,493

 

 

 

100.3

%

 

 

8,379

 

 

 

7,542

 

 

 

11.1

%

Total revenues

 

$

167,920

 

 

$

184,811

 

 

 

(9.1

)%

 

$

385,615

 

 

$

377,448

 

 

 

2.2

%

 

$

169,914

 

 

$

167,920

 

 

 

1.2

%

 

$

347,547

 

 

$

385,615

 

 

 

(9.9

)%

 

Total revenue was $167.9$169.9 million for the three months ended June 30, 2020, down $16.92021, up $2.0 million, or 9%1.2%, from $184.8$167.9 million for the same period in the prior year. For the three months ended June 30, 2020,2021, the Company experienced an increase in domestic capital and rivers & lakes revenues as compared to the same period in the prior year. This increase was offset by a decrease in coastal protection, maintenance, and foreign capital revenue during the current period as compared to the same period in the prior year. For the six months ended June 30, 2021, total revenue was $347.5 million, down from revenue of $385.6 million for the same period in the prior year, representing a decrease of $38.1 million or 9.9%. For the six months ended June 30, 2021, the Company experienced a decrease in coastal protection, rivers & lakesmaintenance and foreign capital revenuesrevenue as compared to the same period in the prior year. This decrease was partiallyslightly offset by an increase in domestic capital and maintenance revenues during the current period as compared to the same period in the prior year.For the six months ended June 30, 2020, total revenue was $385.6 million, up from revenue of $377.4 million for the same period in the prior year, representing an increase of $8.2 million or 2%. For the six months ended June 30, 2020, the Company experienced an increase in coastal protection and maintenance revenues as compared to the same period in the prior year. This increase was partially offset by a decrease in domestic capital, rivers & lakes and foreign capital revenues during the current period as compared to the same period in the prior year.

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. In addition to port work, capital projects also include coastal restoration and land reclamations, trench digging for pipelines, tunnels and cables, and other dredging related to the construction of breakwaters, jetties, canals and other marine structures. For the quarterthree months ended June 30, 2020,2021, domestic capital dredging revenue was $63.4$79.4 million, up $4.0$16.0 million, or 7%25.2%, compared to $59.4$63.4 million for the same period in 2019. For2020. The increase in capital dredging revenues for the three months ended June 30, 2020, the increase in domestic capital dredging revenue2021 was primarily driven bymostly due to a greater amount of revenue earned on the deepening projectprojects in CharlestonTexas, Massachusetts, and a coastal restoration project in MississippiAlabama, in the current year quarter when compared to the prior year period.quarter. This increase was partially offset by less revenue earned on projects in Florida and Louisiana in the current quarter. For the six months ended June 30, 2021, domestic capital revenue was $157.0 million compared to $147.0 million for the same period in 2020, representing an increase of $10.0 million, or 6.8%. The increase in capital dredging revenues for the six months ended June 30, 2021 was mostly due to a greater amount of revenue earned on a deepening projectprojects in Jacksonville duringMassachusetts, and South Carolina, in the prior year period aswhen compared to the current year. For the six months ended June 30, 2020, domestic capital dredging revenue was $147.0 million compared to $152.2 million for the same period in 2019, representing a decrease of $5.2 million, or 3%. For the six months ended June 30, 2020, the lower domestic capital dredging revenue was primarily driven by lower revenue earned from deepening projects in Tampa and Jacksonville as well as a greater amount of revenue earned on a deepening project on the Delaware River during the prior year as compared to the same period in the current year. This decreaseincrease was partially offset by a greater amount ofless revenue earned on coastal restoration projects and the deepening projects in CharlestonTexas, Delaware, and Corpus Christi duringFlorida in the six months ended June 30, 2020.current year.

Foreign capital projects typically involve land reclamations, channel deepening and port infrastructure development. In the second quarter of 2020,2021, foreign capital revenue was $4.0$1.6 million, down $14.6$2.4 million, or 59.5%, as compared to $18.6$4.0 million in the same quarter in the prior year. Foreign capital revenue for the first half of 20202021 was $10.8$6.3 million which is $16.2$4.5 million, or 60%41.7%, lower than revenue of $27.0$10.8 million for the same period of the prior year. The decreaseCompany continued to earn revenue in revenue for the three and six months ended June 30, 2020 was driven by a decrease in revenue earned on2021 from a project in Bahrain that commenced duringis essentially completed as of the first quarter of 2019.current quarter.

Coastal protection projects involve moving sand from the ocean floor to shoreline locations where erosion threatens shoreline assets. Coastal protection revenue for the quarter ended June 30, 20202021 was $56.0$46.6 million, a decrease of $2.2$9.4 million, or 4%16.8%, compared to $58.2$56.0 million in the prior year period. The decrease in coastal protection revenues for the three months ended June 30, 20202021 was mostly attributable to a greaterlower amount of revenue earned on projects in NorthVirginia, New Jersey, Florida and South Carolina in the prior year period when compared to the current year. This decrease was partiallyslightly offset by revenue earned on two projects in Florida and VirginiaNorth Carolina in the current year.year quarter. Coastal protection revenue for the six months ended June 30, 20202021 was $93.3 million, representing a decrease of $42.6 million or 31.4%, from $135.9 million representing an increase of $44.0 million or 48%, from $91.9 millionfor the same period in 2020. The decrease in coastal protection revenues for the six months ended June 30, 2019. The increase in coastal protection revenue for the six months ended June 30, 20202021 was mostly attributabledue to a greater amount of revenue earned on projects in Virginia, New Jersey, Florida, South Carolina, and VirginiaGeorgia, in the currentprior year asperiod when compared to the same period in the priorcurrent year. This increasedecrease was partially offset by a greater amount ofmore revenue earned on projects in New York, New Jersey and North Carolina during the same periodand Louisiana in the prior year when compared to the current year.

Maintenance dredging consists of the re-dredging of previously deepened waterways and harbors to remove silt, sand and other accumulated sediments. Due to natural sedimentation, most channels generally require maintenance dredging every one to three years,


thus creating a recurring source of dredging work that is typically non-deferrable if optimal navigability is to be maintained. In addition, severe weather such as hurricanes, flooding and droughts can also cause the accumulation of sediments and drive the need for maintenance dredging. Maintenance revenue for the second quarter of 20202021 was $42.0$37.3 million, up $11.8down $4.7 million, or 39%11.2%, from $30.2


$42.0 million in the second quarter of 2019.2020. The increasedecrease in maintenance revenues for the three months ended June 30, 20202021 was mostly attributable to a greater amount of revenue earned on projects in Maryland, North Carolina, Texas, and Virginia.Virginia in the prior year quarter, when compared to the current year quarter. This increasedecrease was partially offset by higher revenue earned on a projectprojects in Florida, Georgia and Louisiana in the priorcurrent year and revenue on a project in South Carolina that did not repeat during the current year.quarter. Maintenance revenue for the six months ended June 30, 20202021 was $84.4$82.6 million, an increasea decrease of $24.6$1.8 million, or 41%2.1%, compared to $59.8$84.4 million for the comparable period in the prior year. The increasedecrease in maintenance dredging revenuerevenues for the six months ended June 30, 20202021 was mostly attributabledue to a greater amount of revenue earned on projects in Maryland and Virginia.Virginia in the prior year period when compared to the current year. This increasedecrease was partially offset by greatermore revenue earned on projects in North CarolinaFlorida, Georgia and FloridaLouisiana in the prior year when compared to the current year.

Rivers & 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. During the second quarter of 2020,2021, rivers & lakes revenue was $5.0 million, an increase of $2.5 million, a decrease of $15.9 million, or 86%100.3%, from $18.4$2.5 million during the same period of 2019.2020. The increase in river and lakes revenue for the three month ended June 30, 2021 was mostly attributable to a greater amount of revenue earned on projects in Mississippi and Texas in the current year quarter. Rivers & lakes revenue for the six months ended June 30, 20202021 was $7.5$8.4 million, down $39.1up $0.9 million, or 84%12.0%, from $46.6$7.5 million for the same period in the prior year. The decreaseincrease in rivers & lakes revenuerevenues for the three and six months ended June 30, 20202021 was mostly attributabledue to a greater amount of revenue earned duringon projects in Mississippi in the priorcurrent year periods on a large flood mitigation project in Texas as a result of Hurricane Harvey, as well as a project in Louisiana,period, when compared to the currentprior year. This increase was partially offset by more revenue earned in the San Jacinto project in Texas in the prior year.

Consolidated gross profit for the quarter ended June 30, 20202021 was $33.0$22.9 million, down $4.5$10.1 million, or 12%31% compared to $37.5$33.0 million in the same quarter of 2019.2020. Gross profit margin for the three months ended June 30, 20202021 was 19.7%13.5% compared to 20.3%19.7% in the second quarter of 2019.2020. The lower gross profit experienced for the three months ended June 30, 20202021 was driven by an increase$3.0 million of direct costs related to the third wave of COVID-19 in vessel dry dockingsaddition to COVID-19 indirect costs and a decrease in profitability of the Company’s domestic capital and coastal protection dredging projects in the currentquarter when compared to the same period higher profitability from maintenance projects in the prior year, period and a lower number of rivers and lakes dredging projectsoffset slightly by higher gross profit in the current year period as compared to the prior year. This was offset by higher profitability from coastal protectionmaintenance, rivers & lakes and domesticforeign capital dredging projects in the current year. quarter. Consolidated gross profit for the six months ended June 30, 20202021 was $101.5 $56.0 million, up $14.1down $45.5 million, or 16%45%, compared to $87.4$101.5 million in the same period of the prior year. Gross profit margin for the six months ended June 30, 2020 2021 was updown to 26.3%16.1% from 23.2%26.3% in the six months ended June 30, 2019. same period in prior year. The higherlower gross profit experienced for the six months ended June 30, 20202021 was driven by an increase$7.3 million of direct costs related to the third wave of COVID-19 in theaddition to COVID-19 indirect costs and a decrease in profitability of the Company’s domestic capital, coastal protection and rivers & lakes dredging projects in the first quarter of 2020. In addition,when compared to the same period in the first quarter of 2020, most of the Company’s dredges worked a busier than usual schedule, which contributed to theprior year, offset slightly by higher gross profit margin forin the first half of 2020.maintenance, and foreign capital dredging projects in the current year.

During the three and six months ended June 30, 2020,2021, general and administrative expenses were $14.8$14.2 million and $30.4$30.5 million, respectively, compared to the same periods in the prior year in which the three and six months totaled $14.6$14.8 million and $29.4$30.4 million, respectively. GeneralFor the three and six months ended June 30, 2021, general and administrative expenses increasedinclude higher technical and consulting expenses related to our engagement with Boston Consulting Group (“BCG”) to assist with evaluating the offshore wind market strategy as well as reviewing other long-term growth strategies for GLDD and higher relocation expense related to the headquarter move to Texas. These increases were offset by $0.2lower incentive pay and lower travel expenses.

Operating income for the second quarter of 2021 was $8.8 million, and $1.0down $9.5 million compared to operating income of $18.3 million for the same quarter in 2020. Operating income for the six months ended June 30, 2021 was $25.5 million, down $45.8 million from operating income of $71.3 million in the same period of prior year period. The decrease in operating income for the three and six months ended June 30, 2020, respectively, compared to the same periods of the prior year. The increase in general and administrative expenses for the quarter was due to increased relocation and legal and office expenses, partially offset by decreased incentive pay. The increase in general and administrative expenses for the six months ended June 30, 2020 over the same period in the prior year was driven by an increase in relocation and legal and office expenses, partially offset by a decrease in employee benefits.

Operating income for the second quarter of 2020 was $18.3 million, down $4.5 million compared to operating income of $22.8 million for the same quarter in 2019. The decrease in operating income for the second quarter of 20202021 was a result of higherlower gross profit in the prior period, primarily due to fewer dry dockings in the prior period as discussed above, as compared to the same period in the current year. Operating income for the six months ended June 30, 2020 was $71.3 million, up $13.7 million from operating income of $57.6 million in the same prior year period. The change in operating income for the first half of 2020 was a result of higher gross profit partially offset by higher general and administrative expensewhen compared to the same period in the prior year, as described above. Additionally, an increase of $0.5 million in gain on sale of assets contributed to the increase in operating income in the current year.

For the three months ended June 30, 2020,2021, net interest expense was $6.7 million, down $0.5relatively flat compared with $6.7 million or 7%, from $7.2for the prior year quarter. Net interest expense the six months ended June 30, 2021 was $13.2 million, compared with $13.4 for the same period in the prior year. The decrease innet interest expense for the three months ended June 30, 2020 was attributable to a decrease of $0.5 million in extinguishment of debt and $0.2 million of amortization of deferred financing fees when compared to the prior year period. Additionally, $0.2 million of capitalized interest contributed to the decrease in the current year period when compared to the prior year period. These decreases were offset by a $0.4 million decrease in interest income when comparing the current year to the same period in the prior year. Net interest expense for the six months ended June 30, 2020 was $13.42021 includes a $1.0 million down $1.3 million, or 9%, from interest expense of $14.7 million for the same period in the prior year. The decrease in interest expense for the three months ended June 30, 2020 was attributablewrite-off to a decrease of $0.5 million in extinguishment of subsidiary debt and $0.6 million of amortization ofrelated to the deferred financing fees when compared toof the prior year period. Additionally, $0.2redeemed 8.000% Senior Notes due 2022 (the “8% Notes”). This expense was offset by the lower interest expense from our newly issued $325 million of capitalized interest contributed to the decrease in the current year when compared to the prior year. These decreases were offset by a $0.1 million decrease in interest income when comparing the current year to the same period in the prior year.unsecured 5.25% Senior Notes (the “2029 Notes”).


Income tax provision for the three months ended June 30, 20202021 was $3.1$0.8 million compared to an income tax provision of $4.2$3.1 million for the same period in the prior year. For the six months ended June 30, 20202021 and 2019,2020, the Company had an income tax provision of $14.4$2.2 million and an income tax provision of $11.1$14.4 million, respectively. The effective tax rate for the six months ended June 30, 20202021 was 25.2%16.9%, mostly in line withdown 8.3% from the effective tax rate of 25.7%25.2% for the same period of 2019.2020. The decrease in effective tax rate was primarily due to a one-time benefit associated with a stock compensation tax deduction in the current year.


Net income from continuing operations for the quarter ended June 30, 20202021 was $9.0$2.1 million, down $2.5$6.9 million, or 22%77%, from $11.5$9.0 million in the same quarter in the prior year. Diluted earnings per share attributablewas $0.03 for the three months ended June 30, 2021, compared to continuing operations was $0.14 for the three months ended June 30, 2020, compared to $0.182020. The decrease in net income for the three months ended June 30, 2019.2021 was due to the decrease in gross profit in current year quarter.Net income for the six months ended June 30, 2021 was $10.9 million, down $32.0 million, or 75%, from $42.9 million for the same period in the prior year. Diluted earnings per share attributable to continuing operations were $0.16 and $0.65 for the six months ended June 30, 2021 and 2020, respectively. The decrease in net income from continuing operations for the threesix months ended June 30, 20202021 was driven by the decrease into gross profit as described above.mostly. This decreaseincrease was partiallyslightly offset by a $0.4$1.5 million increase in other income a decrease of $0.5 million in interest expense, as described above, and a $1.1$12.2 million decrease in income tax provision during the current year when compared to the same period in the prior year. Net income from continuing operations for the six months ended June 30, 2020 was $42.9 million, up $10.9 million, or 34%, from $32.0 million for the same period in the prior year. Diluted earnings per share attributable to continuing operations were $0.65 and $0.50 for the six months ended June 30, 2020 and 2019, respectively. The increase in net income from continuing operations for the six months ended June 30, 2020 was driven by the increase to gross profit, a decrease in interest expense and an increase of $0.5 million in gain on sale of assets, as described above. This increase was partially offset by a $0.9 million increase to general and administrative expense, $0.9 million increase in operating expense and a $3.3 million increase in income tax provision during the current year when compared to the same period in the prior year.

Adjusted EBITDA from continuing operations (as defined on page 19) for the quarter ended June 30, 20202021 was $28.1$20.2 million, down $3.9$7.9 million, or 12%28%, from $32.0$28.1 million in the same quarter in the prior year.year quarter. The changedecrease in Adjusted EBITDA from continuing operations during the second quarter of 20202021 was driven by the changedecrease in gross profit, excluding depreciation. This decreaseFor the six months ended June 30, 2021, Adjusted EBITDA was offset by an increase of $0.4$47.1 million, of other income when comparing the current year todown $42.4 million, or 47%, from $89.5 million during the same period in the prior year. For the six months ended June 30, 2020, Adjusted EBITDA from continuing operations was $89.5 million, up $13.6 million, or 18%, from Adjusted EBITDA from continuing operations of $75.9 million for the same prior year period. The change in Adjusted EBITDA from continuing operations during the first six months of 2020 was attributable to higher gross profit, excluding depreciation, as described above, when compared to the prior year. These positive factors were partially offset by higher general & administrative expenses, as described above, and $0.9 million of other expense incurred during the first half of 2020.

 

Bidding activity and backlog

The following table sets forth, by type of work, the Company’s backlog as of the dates indicated:

 

 

June 30,

 

 

December 31,

 

 

June 30,

 

 

June 30,

 

 

December 31,

 

 

June 30,

 

Backlog (in thousands)

 

2020

 

 

2019

 

 

2019

 

 

2021

 

 

2020

 

 

2020

 

Dredging:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital - U.S.

 

$

345,901

 

 

$

347,377

 

 

$

311,380

 

 

$

320,820

 

 

$

320,920

 

 

$

345,901

 

Capital - foreign

 

 

19,717

 

 

 

30,571

 

 

 

49,014

 

 

 

269

 

 

 

6,865

 

 

 

19,717

 

Coastal protection

 

 

21,967

 

 

 

141,039

 

 

 

67,368

 

 

 

51,204

 

 

 

97,986

 

 

 

21,967

 

Maintenance

 

 

25,782

 

 

 

60,891

 

 

 

39,224

 

 

 

67,440

 

 

 

125,090

 

 

 

25,782

 

Rivers & lakes

 

 

10,036

 

 

 

9,528

 

 

 

31,103

 

 

 

14,669

 

 

 

8,515

 

 

 

10,036

 

Total Backlog

 

$

423,403

 

 

$

589,406

 

 

$

498,089

 

Total backlog

 

$

454,402

 

 

$

559,376

 

 

$

423,403

 

 

The Company’s contract backlog represents its estimate of the revenues that will be realized under the portion of the contracts remaining to be performed. These estimates are based primarily upon the time and costs required to mobilize the necessary assets to and from the project site, the amount and type of material to be dredged and the expected production capabilities of the equipment performing the work. However, these estimates are necessarily subject to variances based upon actual circumstances. Because of these factors, as well as factors affecting the time required to complete each job, backlog is not always indicative of future revenues or profitability. Also, 64%72% of the Company’s June 30, 20202021 dredging backlog relates to federal government contracts, which can be canceled at any time without penalty to the government, subject to the Company’s contractual right to recover the Company’s actual committed costs and profit on work performed up to the date of cancellation. 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. The Company’s backlog includes only those projects for which the Company has obtained a signed contract with the customer. 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. As expected, the Company experienced significant dry dock inspections in the second quarter of 2020 which will continue into the third quarter.  Dry dock inspections in the second quarter significantly impacted the ability for vessels under inspection to earn revenue.


The domestic dredging bid market for the quarter ended June 30, 20202021 was $428.6$532.4 million, a $193.5$103.8 million increase compared to the same period in the prior year. Total domestic dredging bid market for the current year period included awards for two coastal restoration projects in Louisiana,the third phase of the Mobile Harbor Deepening project, the Golden Triangle Marsh Project, one maintenance work on the Ohio and Mississippi River, hopper maintenance work on the West Coast and a capital liquefied natural gas (“LNG”) project in Louisiana. The bid market for the six months ended June 30, 2020 increased compared to the prior year due to a greater amount of domestic capital projects let to bidgulf region, one rivers & lakes project in the current year. This was partially offset by higherTennessee, one coastal protection project and one maintenance and rivers and lakes projects awardedproject in the first half of the prior year.Florida. For the contracts awarded in the current year, the Company won 39%65.9%, or $115.5$148.1 million, of domestic capital projects, 20%and 36.3%, or $10.7$44.1 million, of the coastal protection projects, 9%, or $24.9 million, of maintenance projects and 100%, or $13.5 million, of rivers & lakes projects through June 30, 2020.2021. The Company won 26%34.5% of the overall domestic bid market for the six months ended June 30, 2020,2021, which is belowslightly lower than the Company’s prior three year average of 39%36.6%. Variability in contract wins from quarter to quarter is not unusual and one quarter’s win rate is generally not indicative of the win rate the Company is likely to achieve for a full year. After the end of the quarter, we were awarded the Cape May Beach Renourishment Project for $12.1 million and we were low bidder on the Corpus Christi Phase III Deepening Project for $151.9 million and the Thimble Shoal deepening and renourishment project for $39.5 million.

The Company’s contracted dredging backlog was $423.4$454.4 million at June 30, 20202021 compared to $589.4$559.4 million of backlog at December 31, 2019.2020. These amounts do not reflect approximately $144.8$508.6 million of domestic low bids pending formal award and additional phases (“options”) pending on projects currently in backlog at June 30, 2020.2021. At December 31, 20192020 the amount of domestic low bids and options pending award was $201.3$472.3 million.

Domestic capital dredging backlog at June 30, 20202021 was $1.5 million lower than at the same level compared to December 31, 2019.2020. In the six months ended June 30, 2020,2021, the Company was awarded three projects in Louisiana which consistedthe third phase of two coastal restoration projects of $30 million and $28 million, respectively, and an LNG project for a private client.the Boston Harbor deepening project. During the six months ended June 30, 2020,2021, the Company continued to earn revenue on deepening projects in Charleston, Jacksonville, and Corpus Christi as well as on a deepening project on the Delaware River andgulf region, a coastal restoration project in Mississippi. At the end of last year, several LNG petro chemicalLouisiana, and crude oil export projects were being developeda liquefied natural gas project in the Gulf of Mexico creating the need for port development and navigational channel deepening and widening to accommodate the larger vessels involved in this trade. With the current economic environment in the oil and gas markets, some of these privately funded projects are expected to be impacted and delayed.Louisiana. Government funded projects coming into the pipeline include additional phases of the Charleston, Jacksonville and Corpus Christi deepenings, as well as new deepenings for ports in Mobile, Alabama and the Everglades in Florida.Florida. These deepenings continue the trend of ensuring all East Coast and Gulf of Mexico ports will be able to accommodate the deeper draft vessels currently used on several trade routes. In addition, multiple project phases for port deepenings in Norfolk and the Houston ship channel are expected to continue for the next several years. The nation’s governors continue to show commitment to their respective ports through engagement and funding. Finally, Congress has also shown a commitment to ports and waterways, providing record annual budgets for the Corps for port deepening and channel maintenance. In addition to this port work, a greater amount of coastal restoration and rehabilitation projects are being funded in the Gulf Coast region as the states utilize available monies for ecosystem priorities, a portion of which is allocated to dredging.


Foreign capital dredging backlog at June 30, 20202021 was $10.9$6.6 million lower than at December 31, 2019.2020. During the six months ended June 30, 2020,2021, the Company continued to earn revenue on a project in the Middle East which was in backlog at December 31, 2019.2020.

Coastal protection dredging backlog decreased $119.1$46.8 million from December 31, 2019.2020. In the six months ended June 30, 2020,2021, the Company was awarded atwo coastal protection projectprojects of $28.5 and $15.6 million in New York.Florida. During the six months ended June 30, 2020,2021, the Company continued to earn revenue on coastal protection projects in New York,Jersey, North Carolina, South Carolina, and Florida which were in backlog at December 31, 2019.2020. Coastal protection and storm impacts continue to provide the major impetus for coastal project investment at federal and state levels. Strong hurricane and storm seasons have resulted in an increase in beach erosion and other damage which adds to the recurring nature of our business and the need for more frequent coastal protection and port maintenance projects. As a result of the extreme storm systems in prior years involving Hurricanes Harvey, Irma, and Maria, the U.S. Congress passed supplemental appropriations for disaster relief and recovery which includes $17.4 billion for the Corps to fund projects that will reduce the risk of future damage from flood and storm events. The Corps is beginning to provide visibility on its plans for this money, and it is expected that approximately $1.8 billion will be allocated to dredging-related work. Most of this work is anticipated to be coastal protection related, but some funding may be provided for channel maintenance. During 2019, an additional $3.3 billion of supplemental appropriations was approved for disaster relief funding as a result of Hurricane Florence and Hurricane Michael.

Maintenance dredging backlog decreased $35.1$57.6 million from December 31, 2019. The Company was awarded an $18 million maintenance project in Maryland and Virginia during2020. In the six months ended June 30, 2020.2021, the Company was awarded one maintenance project of $38.3 in the Gulf region and another one of $3.3 million Florida. During the six months ended June 30, 2020,2021, the Company continued to earn revenue on projects in Maryland,Louisiana, North Carolina and Florida which were in backlog at December 31, 2019. During the fourth quarter of 2018, the President signed America’s Water Infrastructure Act of 2018/Water Resources Development Act (“2020. Past WRDA 2018”) into law. Similar to past versions of the bill, WRDA 2018 language callsbills called for full use of the Harbor Maintenance Trust Fund (“HMTF”)HMTF for its intended purpose of maintaining future access to the waterways and ports that support our nation’s economy. Additionally, onOn March 27, 2020, the U.S. government enacted the Coronavirus Aid, Relief and Economic SecurityCARES Act (the “CARES Act”) which includes a provision that lifts caps on the HMTF, thereby allowing full access to future annual revenues. Through the increased appropriation of HMTF monies, the Company anticipates increased funding for harbor maintenance projects to be let for bid throughout 2020 and beyond.bid.


Rivers & lakes backlog at June 30, 20202021 was up $0.5$6.2 million compared to backlog at December 31, 2019. During2020. In the six months ended June 30, 2020,2021, the Company was awarded new workone rivers & lakes project in Texas and Mississippi.Tennessee. For the six months ended June 30, 2020,2021, the Company continued to earn revenue on a large projectprojects in Texas and Mississippi which was in backlog at December 31, 2019. Additionally, the Company earned revenue on a project in Mississippi during the current year period.2020.

 

Liquidity and capital resources

The Company’s principal sources of liquidity are net cash flows provided by operating activities and proceeds from previous issuances of long-term debt. The Company’s principal uses of cash are to meet debt service requirements, finance capital expenditures, provide working capital and other general corporate purposes.

The Company’s cash provided by or used in operating activities of continuing operations for the six months ended June 30, 2021 and 2020 was a use of $35.6 million and 2019 totaleda source of $67.5 million and $111.8 million,in cash, respectively. Normal increases or decreases in the level of working capital relative to the level of operational activity impact cash flow from operating activities. The decrease in cash provided by operating activities of continuing operations during the six months ended June 30, 20202021 compared to the same period in the prior year was driven by billings and collections on large projects during the prior period as well as an increaselower net income in current year, offset partially by lower investment in working capital due to an increase in receivables during the current year when compared to the same period in the prior year. Further, this decrease was offset by an increase of $10.9 million in net income from continuing operations in the current period compared to the same period in the prior year.

The Company’s cash flows used in investing activities for the six months ended June 30, 2021 and 2020 and 2019 totaled $20.1$64.6 million and $18.8$20.1 million, respectively. Investing activities primarily relate to normal course upgrades and capital maintenance of the Company’s dredging fleet. In the second quarter ofThe Company announced a Shipyard Contract for 6,500 cubic yard Trailing Suction Hopper Dredge in June 2020 and, later, in December 2020 the Company announced the design and made a down paymentdevelopment of the first U.S. flagged Jones Act compliant, inclined fall-pipe vessel for a contractsubsea rock installation for wind turbine foundations to build a 6,500 cubic yard trailing suction hopper dredge with expected deliverysupport the new U.S. offshore wind industry. During the six months ended June 30, 2021, the Company has invested $14.0 million towards these new vessels. In addition, the Company spent $16.4 million in the first quarter of 2023. Proceedsperiod ended June 30, 2021 to acquire two dredges that had previously been leased and $6.9 million to acquire


two multifunctional all-purpose vessels (“multicats”).  The Company did not receive any proceeds from dispositions of property and equipment in the priorcurrent year period was $5.5 million compared to $0.9$0.4 million in the current year.prior year period.

The Company’s cash flows used in financing activities for the six months ended June 30, 2021 and 2020 and 2019 totaled $0.8$6.7 million and $13.1$0.8 million, respectively. The decreaseincrease in cash used in financing activities primarily relates to $4.4 million of deferred financing fees paid related to the newly issued $325 million of the 2029 Notes and changes in the net repaymentstaxes paid on Company’s revolving credit facility in the prior periodsettlement of $11.5 million compared to none in the current year. On July 31, 2020,vested shares awards, offset slightly by increase cash from the Company’s board of directors approved aemployee stock purchase plan. Of the previously announced $75.0 million share repurchase program, authorizing, but not obligating, the repurchase of up to an aggregate amount of $75.0Company repurchased $3.9 million of common stock.stock in the third quarter of 2020 and none during the period ended June 30, 2021.

The Company maintains a favorable cash on hand position and revolver availability and as a result is well positioned for changes in the current economic environment. To date,In the current year, the Company has had no significantbegan to experience more considerable operational or financial impact as a resultinterruptions and direct costs related to the third wave of the ongoing coronavirus (COVID-19) pandemicpandemic. The impacted projects are now back in operation but the Company will continue to assess the potential economic impact that the virus and pandemic could have on the Company’s operations and liquidity.

Senior notes

 

In May 2017,2021 the Company issuedsold $325 million inof 2029 Notes pursuant to a private offering. The 2029 Notes were priced to investors at par and will mature on June 1, 2029. The Company used the net proceeds from the offering, together with cash on hand, to redeem all $325 million aggregate principal amount of its outstanding 8% Senior Notes due May 15, 2022. Interest on the 8% Senior Notes is payable semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2017. Notes.

The 8% Senior2029 Notes are senior unsecured obligations of the Company and are guaranteed on a senior unsecured basis by the guarantors and any other subsidiary guarantors that from time to time become parties to the indenture. The terms of the indenture, among other things, limit the ability of the Company and its restricted subsidiaries to (i) pay dividends, or make certain other restricted payments or investments; (ii) incur additional indebtedness and issue disqualified stock; (iii) create liens on their assets; (iv) transfer and sell assets; (v) enter into certain business combinations with third parties or enter into certain other transactions with affiliates; (vi) create restrictions on dividends or other payments by the Company’s restricted subsidiaries; and (vii) create guarantees of indebtedness by restricted subsidiaries. These covenants are subject to a number of important limitations and exceptions that are described in the indenture.

 

Commitments, contingencies and liquidity matters

Refer to Note 4, Long-term debt, in the Notes to Condensed Consolidated Financial Statements for discussion of the Company’s Amended Credit Agreement. Additionally, refer to Note 8, Commitments and contingencies, in the Notes to Condensed Consolidated Financial Statements for discussion of the Company’s surety agreements.

 

The Company intends to upgrade its existing domestic fleet by acquiring new vessels, equipment and technology to increase productivity and efficiency.efficiency and further enhance safety. Existing cash on hand, future net cash flows, debt financing and new leases are all available funding resources from which the Company will evaluate its options when considering these upgrades.

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. 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 covenants under the Amended


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.

Critical accounting policies and estimates

In preparing its consolidated financial statements, the Company follows GAAP, which is described in Note 1, Basis of presentation, to the Company’s December 31, 20192020 Consolidated Financial Statements included on Form 10-K. The application of these principles requires significant judgments or an estimation process that can affect the results of operations, financial position and cash flows of the Company, as well as the related footnote disclosures. The Company continually reviews its accounting policies and financial information disclosures. Except as noted in Note 1, Basis of presentation, of the Company’s financial statements, there have been no material changes in the Company’s critical accounting policies or estimates since December 31, 2019.2020.

 

Item 3.

Quantitative and Qualitative Disclosures about Market Risk.

The market risk of the Company’s financial instruments as of June 30, 20202021 has not materially changed since December 31, 2019.2020. The market risk profile of the Company on December 31, 20192020 is disclosed in Item 7A. “Quantitative and Qualitative Disclosures about Market Risk” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.2020.

 


Item 4.

Controls and Procedures.

a) Evaluation of disclosure controls and procedures.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures, as required by Rule 13a-15(b) and 15d-15(b) under the Securities Exchange Act of 1934 (the “Exchange Act”) as of June 30, 2020.2021. Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act a) is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure and b) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 20202021 in providing such a reasonable assurance.

b) Changes in internal control over financial reporting.

There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the fiscal quarter ended June 30, 20202021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


PART II — Other Information

Item 1.

See Note 8, Commitments and contingencies, in the Notes to Condensed Consolidated Financial Statements.

Item 1A.

Risk Factors.

There have been no material changes, except for the following, during the six months ended June 30, 20202021 to the risk factors previously disclosed in Item 1A. “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019,2020, as supplemented by the risk factor previously disclosed in Item 1A.  “Risk Factors” in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.June 30, 2021.

A pandemic, epidemic The Company could face liabilities and/or outbreak of an infectious disease in the markets in which we operate or that otherwise impacts our facilities or suppliers could adversely impact our business.

If a pandemic, epidemic, or outbreak of an infectious disease, including the recent outbreak of respiratory illness caused by a novel coronavirus (COVID-19) first identified in Wuhan, Hubei Province, China, or other public health crisis were to affect our markets or facilities or those of our suppliers, our business could be adversely affected. The COVID-19 pandemic has involved disruptions in and restrictions on our ability to travel, and in the future these disruptions and restrictions could restrict our ability to perform work for future projects in different locations. While to date the COVID-19 pandemic has not had a material impact on our operations, we cannot be certain how our operations may be affected in the short or long term. This uncertainty is partially because the eventual duration of the COVID-19 pandemic is unknown, and may rely on the creation, production and distribution of a vaccine. In the meantime, our ability to respond to COVID-19-related outbreaks is complicated by availability of testing for the presence of COVID-19 (or its related antibodies), delays in receiving test results and false negative or positive test results. Although we have had crew members on certain of our vessels contract COVID-19, such instances have not to date had a material impact on our business. If COVID-19 or a different infectious disease were to have a more widespread outbreak at one or more of our vessels or facilities, our operations may be affected significantly, our productivity may be affected, key personnel necessary to conduct our operations or replacement crew may be unavailable, 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 were affected by an outbreak of infectious disease, repairs of our vessels as well as new construction may be delayed and we may incur increased labor and materials costs. In addition, we may experience difficulties with certain suppliers or with vendors in their supply chains, and our business could be affected if we become unable to procure essential supplies or services in adequate quantities and at acceptable prices.

Our clients, such as the Corps, private clients and other federal or state agencies, have been impacted by the COVID-19 pandemic, and if prolonged, these impacts may lead to cancelations or delays in projects. Funds for dredging projects may also be diverted for public health, economic, or other priorities. Overall, the potential impact of a pandemic, epidemic or outbreak of an infectious disease with respectdamage to our markets or our facilities is difficult to predict and could adversely impact our business. Even after the COVID-19 pandemic has subsided, we may experience materially adverse impacts to our businessreputation as a result of certain legal and regulatory proceedings, including a recent legal proceeding in Louisiana.

The Company operates in a highly regulated environment with constantly evolving legal and regulatory frameworks. From time to time, the Company is subject to legal and regulatory proceedings in the ordinary course of its business. These include proceedings relating to aspects of its businesses that are specific to the Company and proceedings that are typical in the businesses in which it operates.

In particular, on April 22, 2021, the U.S. Attorney’s Office for the Eastern District of Louisiana filed a bill of information against the Company charging the Company with a negligent discharge violation of the Clean Water Act arising from a September 2016 oil spill. The spill occurred during the Company’s Cheniere Ronquille project and resulted in the discharge of around 160 barrels of crude oil in Bay Long, Louisiana. The Company has cooperated with the U.S. Attorney’s Office and other relevant agencies in their investigation of the oil spill and has agreed to plead guilty to the misdemeanor violation alleged in the bill of information. As a result, the government may initiate suspension or debarment proceedings against us, which might prohibit us from bidding for, entering into or completing certain government projects. These suspension or debarment actions may be limited in time and scope, but the Company cannot guarantee that any such action will not have a material adverse effect on global economiesits business, results of operations, cash flows or financial condition. In addition, this matter may lead to negative publicity and press speculation about the Company, whether valid or not, which may harm our reputation and be damaging to our business, results of operations, cash flows or financial markets,condition.

The Company is currently a defendant in a number of other litigation matters, including any recession or economic downturn that has occurred or may occurthose described in Note 8, Commitments and contingencies, in the future.Notes to Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q. In certain of these matters, the plaintiffs are seeking large and/or indeterminate amounts of damages. These matters are also subject to many uncertainties, and it is possible that some of these matters could ultimately be decided, resolved or settled adversely to the Company. An adverse outcome in a legal or regulatory matter could, depending on the facts, have an adverse effect on the Company’s business, results of operations, cash flows or financial condition.

Furthermore, whether the ultimate outcomes are favorable or unfavorable, these matters can also have significant adverse reputational impacts, including negative publicity and press speculation about the Company, whether valid or not, which may be damaging to the Company’s business, results of operations, cash flows or financial condition.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

None.The following table provides information regarding repurchases of the Company’s common stock by the Company during the quarter ended June 30, 2021:

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)

 

April 1, 2021 – April 30, 2021

 

 

0

 

 

$

-

 

 

 

0

 

 

$

71,127,473

 

May  1, 2021 - May 31, 2021

 

 

0

 

 

$

-

 

 

 

0

 

 

$

71,127,473

 

June 1 2021 - June 30, 2021

 

 

0

 

 

$

-

 

 

 

0

 

 

$

71,127,473

 

Total

 

 

0

 

 

$

-

 

 

 

0

 

 

$

71,127,473

 

Item 3.(1)

Defaults Upon Senior Securities.On August 4, 2020, the Company announced a share repurchase program approved by its board of directors, authorizing, but not obligating, the repurchase of up to an aggregate amount of $75,000,000 of its common stock from time to time through July 31, 2021.


Item 3.Defaults Upon Senior Securities.

None.

Item 4.

Mine Safety Disclosures.

Not applicable.

Item 5.

Other Information

 

None.



Item 6.

Exhibits

 

Number

 

 

Document Description

 

 

 

 

4.1

Indenture, dated May 25, 2021, among Great Lakes Dredge & Dock Corporation, as Issuer, the guarantors party thereto, and Wells Fargo Bank, National Association, as Trustee, relating to the 2029 Notes (incorporated by reference to Great Lakes Dredge & Dock Corporation’s Current Report on Form 8-K filed with the Commission on May 25, 2021 (Commission file no. 001-33225))

4.2

Form of 2029 Notes (included in Exhibit 4.1) (incorporated by reference to Great Lakes Dredge & Dock Corporation’s Current Report on Form 8-K filed with the Commission on May 25, 2021 (Commission file no. 001-33225))

10.1

 

 

Vessel Construction Agreement, dated June 5, 2020 by and between Conrad Shipyard, L.L.C. and Great Lakes Dredge & Dock Company, LLC. (1)*Corporation 2021 Long-Term Incentive Plan (incorporated by reference to Great Lakes Dredge & Dock Corporation’s Current Report on Form 8-K filed with the Commission on May 7, 2021 (Commission file no. 001-33225)) †

10.2

Purchase Agreement, dated May 12, 2021, by and among Great Lakes Dredge & Dock Corporation, certain subsidiary guarantors named therein and BofA Securities, Inc., as representative of the initial purchasers named therein. (incorporated by reference to Great Lakes Dredge & Dock Corporation’s Current Report on Form 8-K filed with the Commission on May 18, 2021 (Commission file no. 001-33225)) †

 

 

 

 

31.1

 

 

Certification Pursuant to Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *

 

 

 

 

31.2

 

 

Certification Pursuant to Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *

 

 

 

 

32.1

 

 

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. **

 

 

 

 

32.2

 

 

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. **

 

 

 

 

101

 

 

Interactive Data Files pursuant to Rule 405 of Regulation S-T formatted in Inline Extensible Business Reporting Language ("Inline XBRL")*

 

 

 

 

104

 

 

Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) *

(1) Portions of this exhibit have been omitted pursuant to Rule 601(b)(10) of Regulation S-K.

 

*

Filed herewith

**

Furnished herewith

Compensatory plan or arrangement

 


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

Great Lakes Dredge & Dock Corporation

 

(registrant)

 

 

 

 

By:

 

/s/  Mark W. Marinko

 

 

 

Mark W. Marinko

 

 

 

Senior Vice President and Chief Financial Officer

 

 

 

(Principal Financial and Accounting Officer and Duly Authorized Officer)

 

Date:  August 4, 20203, 2021

 

27

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