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.

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 ~~October 26, 2021, 65,736,524~~July 29, 2022, 66,083,310 shares of the Registrant’s Common Stock, par value $.0001 per share, were outstanding.

	September 30,		December 31,		June 30,		December 31,
	2021		2020		2022		2021
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	173,838	$	216,510	$	75,420	$	145,459
Accounts receivable—net		43,687		38,990		69,325		82,953
Contract revenues in excess of billings		33,344		32,106		62,615		39,844
Inventories		30,427		34,689		31,132		30,760
Prepaid expenses and other current assets		33,121		40,398		44,628		28,416
Total current assets		314,417		362,693		283,120		327,432

PROPERTY AND EQUIPMENT—Net		431,856		383,042		495,220		455,102
OPERATING LEASE ASSETS		52,100		65,188		77,449		62,233
GOODWILL		76,576		76,576		76,576		76,576
INVENTORIES—Noncurrent		63,833		58,413		73,205		65,049
OTHER		12,004		12,112		9,580		11,278
TOTAL	$	950,786	$	958,024	$	1,015,150	$	997,670

LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Accounts payable	$	70,595	$	71,308	$	95,793	$	85,566
Accrued expenses		41,020		52,899		24,717		37,626
Operating lease liabilities		14,635		19,472		18,441		16,729
Billings in excess of contract revenues		18,752		32,608		2,614		14,814
Total current liabilities		145,002		176,287		141,565		154,735

LONG-TERM DEBT		320,834		323,735		321,246		320,971
OPERATING LEASE LIABILITIES—Noncurrent		37,777		45,879		59,655		45,986
DEFERRED INCOME TAXES		62,229		56,466		72,908		68,497
OTHER		10,164		8,989		7,588		8,484
Total liabilities		576,006		611,356		602,962		598,673

COMMITMENTS AND CONTINGENCIES (Note 8)
EQUITY:
Common stock—$.0001 par value; 90,000 authorized, 65,737 and 65,023 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively.		6		6
Common stock—$.0001 par value; 90,000 authorized, 66,083 and 65,746 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively.						6		6
Additional paid-in capital		307,065		304,757		308,790		308,482
Retained earnings		65,662		40,937		97,393		90,369
Accumulated other comprehensive income		2,047		968		5,999		140
Total equity		374,780		346,668		412,188		398,997
TOTAL	$	950,786	$	958,024	$	1,015,150	$	997,670

	Three Months Ended						Nine Months Ended						Three Months Ended						Six Months Ended
	September 30,						September 30,						June 30,						June 30,
	2021			2020			2021			2020			2022			2021			2022			2021

Contract revenues	$	168,638		$	175,841		$	516,185		$	561,456		$	149,428		$	169,914		$	343,777		$	347,547
Costs of contract revenues		132,357			139,490			423,906			423,615			138,947			146,992			300,241			291,549
Gross profit		36,281			36,351			92,279			137,841			10,481			22,922			43,536			55,998
General and administrative expenses		15,167			14,888			45,713			45,263			10,820			14,224			25,424			30,546
Proceeds from loss of use claim		-			(1,723	)		-			(1,723	)
Gain on sale of assets—net		(291	)		-			(323	)		(184	)
Operating income		21,405			23,186			46,889			94,485
(Gain) loss on sale of assets—net														3			(138	)		(318	)		(32	)
Operating income (loss)														(342	)		8,836			18,430			25,484
Interest expense—net		(4,214	)		(6,719	)		(17,457	)		(20,074	)		(3,424	)		(6,657	)		(7,449	)		(13,243	)
Other income (expense)		(204	)		156			692			(400	)		(1,120	)		755			(1,525	)		896
Income before income taxes		16,987			16,623			30,124			74,011
Income tax provision		(3,181	)		(4,076	)		(5,399	)		(18,517	)
Net income	$	13,806		$	12,547		$	24,725		$	55,494
Income (loss) before income taxes														(4,886	)		2,934			9,456			13,137
Income tax (provision) benefit														853			(829	)		(2,432	)		(2,218	)
Net income (loss)													$	(4,033	)	$	2,105		$	7,024		$	10,919

Basic earnings per share	$	0.21		$	0.19		$	0.38		$	0.86
Basic earnings (loss) per share													$	(0.06	)	$	0.03		$	0.11		$	0.17
Basic weighted average shares		65,691			64,860			65,535			64,726			66,071			65,646			65,959			65,458

Diluted earnings per share	$	0.21		$	0.19		$	0.37		$	0.84
Diluted earnings (loss) per share													$	(0.06	)	$	0.03		$	0.11		$	0.16
Diluted weighted average shares		66,311			65,894			66,246			65,861			66,071			66,137			66,480			66,187

									Retained			Accumulated															Accumulated
	Shares of					Additional			Earnings			Other						Shares of				Additional					Other
	Common			Common		Paid-In			(Accumulated			Comprehensive						Common		Common		Paid-In			Retained		Comprehensive
	Stock			Stock		Capital			Deficit)			Income (Loss)			Total			Stock		Stock		Capital			Earnings		Income		Total

BALANCE—January 1, 2021		65,023		$	6	$	304,757		$	40,937		$	968		$	346,668

BALANCE—January 1, 2022																			65,746	$	6	$	308,482		$	90,369	$	140	$	398,997
Share-based compensation		131			-		3,772			-			-			3,772			16	—			1,552		—		—			1,552
Vesting of restricted stock units and impact of shares withheld for taxes		431			-		(3,785	)		-			-			(3,785	)		212	—			(1,827	)	—		—			(1,827	)
Exercise of options and purchases from employee stock plans		152			-		2,321			-			-			2,321			109	—			583		—		—			583
Net income		-			-		-			24,725			-			24,725		—		—		—				7,024	—			7,024
Other comprehensive income—net of tax		-			-		-			-			1,079			1,079		—		—		—			—			5,859		5,859
BALANCE—September 30, 2021		65,737		$	6	$	307,065		$	65,662		$	2,047		$	374,780
BALANCE—June 30, 2022																			66,083	$	6	$	308,790		$	97,393	$	5,999	$	412,188

BALANCE—January 1, 2020		64,283		$	6	$	302,189		$	(23,091	)	$	295		$	279,399

Share-based compensation		80			-		4,891			-			-			4,891
Vesting of restricted stock units and impact of shares withheld for taxes		432			-		(2,174	)		-			-			(2,174	)
Exercise of options and purchases from employee stock plans		275			-		1,956			-			-			1,956
Repurchase of common stock		(425	)		-		(1,792	)		(2,068	)		-			(3,860	)
Net income		-			-		-			55,494			-			55,494
Other comprehensive loss—net of tax		-			-		-			-			(2,807	)		(2,807	)
BALANCE—September 30, 2020		64,645		$	6	$	305,070		$	30,335		$	(2,512	)	$	332,899

												Accumulated
	Shares of					Additional						Other
	Common			Common		Paid-In			Retained			Comprehensive
	Stock			Stock		Capital			Earnings			Income (Loss)			Total

BALANCE—July 1, 2021		65,654		$	6	$	304,977		$	51,856		$	3,258		$	360,097

BALANCE—January 1, 2021																			65,023	$	6	$	304,757		$	40,937	$	968	$	346,668
Share-based compensation		58			-		1,207			-			-			1,207			73	—			2,564		—		—			2,564
Vesting of restricted stock units and impact of shares withheld for taxes		21			-		-			-			-			-			410	—			(3,784	)	—		—			(3,784	)
Exercise of options and purchases from employee stock plans		4			-		881			-			-			881			148	—			1,440		—		—			1,440
Net income		-			-		-			13,806			-			13,806		—		—		—				10,919	—			10,919
Other comprehensive income—net of tax		-			-								(1,211	)		(1,211	)	—		—		—			—			2,290		2,290
BALANCE—September 30, 2021		65,737		$	6	$	307,065		$	65,662		$	2,047		$	374,780



BALANCE—July 1, 2020		64,947		$	6	$	304,531		$	19,856		$	(3,391	)	$	321,002

Share-based compensation		19			-		1,761			-			-			1,761
Vesting of restricted stock units and impact of shares withheld for taxes		20			-		(68	)		-			-			(68	)
Exercise of options and purchases from employee stock plans		84			-		638			-			-			638
Repurchase of common stock		(425	)		-		(1,792	)		(2,068	)		-			(3,860	)
Net income		-			-		-			12,547			-			12,547
Other comprehensive income—net of tax		-			-		-			-			879			879
BALANCE—September 30, 2020		64,645		$	6	$	305,070		$	30,335		$	(2,512	)	$	332,899
BALANCE—June 30, 2021																			65,654	$	6	$	304,977		$	51,856	$	3,258	$	360,097

										Accumulated
	Shares of				Additional					Other
	Common		Common		Paid-In		Retained			Comprehensive
	Stock		Stock		Capital		Earnings			Income (Loss)			Total
BALANCE—March 31, 2022		66,046		6		307,597		101,426			6,375		$	415,404
													$	-
Share-based compensation		7	—			1,000	—			—				1,000
Exercise of options and purchases from employee stock plans		30	—			193	—			—				193
Net loss	—		—		—			(4,033	)	—				(4,033	)
Other comprehensive loss—net of tax	—		—		—		—				(376	)		(376	)
BALANCE—June 30, 2022	$	66,083	$	6	$	308,790	$	97,393		$	5,999		$	412,188

BALANCE—March 31, 2021		65,620	$	6	$	303,999	$	49,751		$	2,854		$	356,610

Share-based compensation		12	—			798	—			—				798
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

	Nine Months Ended						Six Months Ended
	September 30,						June 30,
	2021			2020			2022			2021
OPERATING ACTIVITIES:
Net income	$	24,725		$	55,494		$	7,024		$	10,919
Adjustments to reconcile net income to net cash flows provided by operating activities:
Depreciation and amortization		31,674			27,584			22,930			20,681
Deferred income taxes		5,399			18,517			2,432			2,218
Gain on sale of assets		(323	)		(184	)		(318	)		(32	)
Amortization of deferred financing fees		2,032			1,208			634			1,715
Share-based compensation expense		3,772			4,891			1,552			2,564
Changes in assets and liabilities:
Accounts receivable		(4,697	)		(27,379	)		13,628			3,249
Contract revenues in excess of billings		(1,238	)		1,971			(22,771	)		(2,450	)
Inventories		(1,157	)		(3,080	)		(8,528	)		(1,233	)
Prepaid expenses and other current assets		8,719			6,115			(8,052	)		4,131
Accounts payable and accrued expenses		(12,235	)		4,707			3,906			(2,668	)
Billings in excess of contract revenues		(13,856	)		(17,112	)		(12,200	)		(3,775	)
Other noncurrent assets and liabilities		(7	)		3,264			609			282
Cash provided by operating activities		42,808			75,996			846			35,601

INVESTING ACTIVITIES:
Purchases of property and equipment		(81,801	)		(30,124	)		(71,701	)		(64,828	)
Proceeds from dispositions of property and equipment		4,180			936			2,060			223
Cash used in investing activities		(77,621	)		(29,188	)		(69,641	)		(64,605	)

FINANCING ACTIVITIES:
Deferred financing fees		(4,395	)		-			—			(4,395	)
Proceeds from issuance of debt		325,000			-
Repayments of debt		(325,000	)		-
Taxes paid on settlement of vested share awards		(3,785	)		(2,174	)		(1,827	)		(3,784	)
Exercise of options and purchases from employee stock plans		2,321			1,956			583			1,440
Repurchase of common stock		-			(3,860	)
Cash used in financing activities		(5,859	)		(4,078	)		(1,244	)		(6,739	)
Net (decrease) increase in cash, cash equivalents and restricted cash		(40,672	)		42,730
Net decrease in cash, cash equivalents and restricted cash								(70,039	)		(35,743	)
Cash, cash equivalents and restricted cash at beginning of period		216,510			186,995			147,459			216,510
Cash, cash equivalents and restricted cash at end of period	$	175,838		$	229,725		$	77,420		$	180,767

Cash and cash equivalents	$	173,838		$	229,725		$	75,420		$	180,767
Restricted cash included in other long-term assets		2,000			—			2,000			—
Cash, cash equivalents and restricted cash at end of period	$	175,838		$	229,725		$	77,420		$	180,767

Supplemental Cash Flow Information
Cash paid for interest	$	14,013		$	12,659		$	8,808		$	13,984
Cash paid for income taxes	$	359		$	385		$	1,239		$	332

Non-cash Investing and Financing Activities
Property and equipment purchased but not yet paid	$	7,049		$	2,958		$	13,921		$	11,139

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, ~~2020.~~2021. 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 ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, and its results of operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 and cash flows for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 have been included.

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, 2021 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 2022.

On August 4, 2020, the Company announced that its board of directors approved a share repurchase program, which authorized, but not obligated, 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.

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.

Three Months Ended

Nine Months Ended

(shares in thousands)

September 30,

September 30,

2021

2020

2021

2020

Net income

$
13,806

$
12,547

$
24,725

$
55,494

Weighted-average common shares outstanding — basic

65,691

64,860

65,535

64,726

Effect of stock options and restricted stock units

620

1,034

711

1,135

Weighted-average common shares outstanding — diluted

66,311

65,894

66,246

65,861

Earnings per share — basic

$
0.21

$
0.19

$
0.38

$
0.86

Earnings per share — diluted

$
0.21

$
0.19

$
0.37

$
0.84

	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2022			2021		2022		2021

Net income (loss)	$	(4,033	)	$	2,105	$	7,024	$	10,919

Weighted-average common shares outstanding — basic		66,071			65,646		65,959		65,458
Effect of stock options and restricted stock units		-			491		521		729

Weighted-average common shares outstanding — diluted		66,071			66,137		66,480		66,187

Earnings (loss) per share — basic	$	(0.06	)	$	0.03	$	0.11	$	0.17
Earnings (loss) per share — diluted	$	(0.06	)	$	0.03	$	0.11	$	0.16

For the three months ended June 30, 2022, 447 stock options and restricted stock units were excluded from the diluted weighted average common shares outstanding because the Company incurred a loss for quarter ended June 30, 2022.

Accrued expenses at ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020~~2021 were as follows:

	September 30,		December 31,		June 30,		December 31,
	2021		2020		2022		2021

Insurance	$	15,435	$	14,754	$	12,193	$	12,821
Other						5,598		6,427
Payroll and employee benefits		10,117		21,675		4,166		13,533
Interest						1,459		1,460
Income and other taxes		2,486		2,164		1,301		2,941
Interest		5,959		3,285
Contract reserves		1,029		2,491		—		444
Other		5,994		8,530
Total accrued expenses	$	41,020	$	52,899	$	24,717	$	37,626

As of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, 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 ~~$32,708~~$21,527 and ~~$36,407~~$25,127 of letters of credit outstanding and ~~$166,965~~$178,076 and ~~$163,231~~$174,546 of availability under the Amended Credit Agreement as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively. The availability under the Amended Credit Agreement is suppressed by $397 and $327, respectively, as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, as a result of certain limitations set forth in the Amended Credit Agreement.

On July 29, 2022, the Company, Great Lakes Dredge & Dock Company, LLC, NASDI Holdings, LLC, Great Lakes Environmental & Infrastructure Solutions, LLC, Great Lakes U.S. Fleet Management, LLC, and Drews Services LLC (collectively with the Company, the “Credit Parties”) entered into a second amended and restated revolving credit and security agreement (as amended, supplemented or otherwise modified from time to time, the “New Amended Credit Agreement”) with certain financial institutions from time to time party thereto as lenders, PNC Bank, National Association, as Agent (the “Agent”), PNC Capital Markets, CIBC Bank USA, Bank of America, N.A. and Truist Securities, Inc., as Joint Lead Arrangers and Joint Bookrunners, CIBC Bank USA and Truist Bank as Co-Syndication Agents, Bank of America, N.A., as Documentation Agent and PNC Bank National Association, as Green Loan Coordinator. The New Amended Credit Agreement amends and restates the prior Amended Credit Agreement dated as of May 3, 2019 by and among the financial institutions from time to time party thereto as lenders, the Agent and the Credit Parties party thereto such that the terms and conditions of the Amended Credit Agreement have been subsumed and replaced in their entirety by the terms and conditions of the New Amended Credit Agreement, including the amount available under the revolving credit facility. The terms of the New Amended Credit Agreement are summarized below.

The New Amended Credit Agreement provides for a senior secured revolving credit facility in an aggregate principal amount of up to $300,000 of which the full amount is available for the issuance of standby letters of credit. The maximum borrowing capacity under the New Amended Credit Agreement is determined by a formula and may fluctuate depending on the value of the collateral included in such formula at the time of determination. The New Amended Credit Agreement also includes an increase option that will allow the Company to increase the senior secured revolving credit facility by an aggregate principal amount of up to $100,000. This increase is subject to lenders providing incremental commitments for such increase, the Credit Parties having adequate borrowing capacity and provided that no default or event of default exists both before and after giving effect to such incremental commitment increase.

The New Amended Credit Agreement contains a green loan option where the Company can borrow at the lower interest rates described below so long as such funds are used to fund capital investments related to renewable energy and clean transportation projects and are consistent with green loan principles. The green loan option is subject to a $35,000 sublimit.

The New Amended Credit Agreement contains customary representations and affirmative and negative covenants, including a springing financial covenant that requires the Credit Parties to maintain a fixed charge coverage ratio (ratio of earnings before income taxes, depreciation and amortization, net interest expenses, non-cash charges and losses and certain other non-recurring charges, minus capital expenditures, income and franchise taxes, to net cash interest expense plus scheduled cash principal payments with respect to debt plus restricted payments paid in cash) of not more than 1.10 to 1.00. The New Amended Credit Agreement also contains customary events of default (including non-payment of principal or interest on any material debt and breaches of covenants) as well as events of default relating to certain actions by the Company’s surety bonding providers. The obligations of the Credit Parties under the New Amended Credit Agreement will be unconditionally guaranteed, on a joint and several basis, by each existing and subsequently acquired or formed material direct and indirect domestic subsidiary of the Company. Borrowings under the New Amended Credit Agreement will be used to pay fees and expenses related to the New Amended Credit Agreement, finance acquisitions permitted under the New Amended Credit Agreement, finance ongoing working capital, for other general corporate purposes, and with respect to any green loan, fund capital investments related to renewable energy and clean transportation projects. The New Amended Credit Agreement matures on the earlier of July 29, 2027 or the date that is ninety-one (91) days prior to the scheduled maturity date of the Company’s unsecured senior notes, which is currently June 1, 2029, if the Company fails to refinance its unsecured senior notes prior to their scheduled maturity date but only if such scheduled maturity date is prior to the maturity date of the New Amended Credit Agreement.

The obligations under the New Amended Credit Agreement are secured by substantially all of the assets of the Credit Parties. The outstanding obligations thereunder shall be secured by a valid first priority perfected lien on substantially all of the U.S. flagged and located vessels of the Credit Parties and a valid perfected lien on all domestic accounts receivable and substantially all other assets of the Credit Parties, subject to the permitted liens and interests of other parties (including the Company’s surety bonding providers).

Interest on the senior secured revolving credit facility of the New Amended Credit Agreement is equal to either a Domestic Rate option or Secured Overnight Financing Rate (“SOFR”) option, at the Company’s election. As of July 29, 2022, (a) the Domestic Rate option is the highest of (1) the base commercial lending rate of PNC Bank, National Association, as publicly announced, (2) the sum of the overnight bank funding rate plus 0.5% and (3) the sum of the daily simple SOFR plus 1.0%, so long as a daily Simple SOFR is offered, ascertainable and not unlawful and (b) the SOFR option is the rate that applies for the applicable interest period determined by the Agent and based on the rate published by the CME Group Benchmark Administration Limited (or a successor administrator). After the date on which a borrowing base certificate is required to be delivered under Section 9.2 of the New Amended Credit Agreement (commencing with the fiscal quarter ending September 30, 2022), the Domestic Rate option will be the Domestic Rate plus an interest margin ranging between 0.25% and 0.75% and the SOFR option will be the SOFR plus an interest margin ranging between 1.25% and 1.75%, in each case, depending on the quarterly average undrawn availability on the New Amended Credit Agreement. Additionally, the Company will have an option to borrow at Green Loan Advance Rates, each of which will be 0.05% lower than the corresponding applicable rate if the Company certifies that it will use such proceeds to invest in renewable energy and clean transportation projects and it complies with green loan principles.

In May 2021, the Company sold ~~$325 million~~$325,000 of 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~~$325,000 aggregate principal amount of its outstanding 8.000% Senior Notes due 2022 (the “8% Notes”). ~~Approximately $1.0 million of deferred financing fees related to the 8% Notes were extinguished and are presented within year-to-date net interest expense in the Statement of Operations.~~

The Company’s obligations under these 2029 Notes are guaranteed by each of the Company’s existing and future 100% owned domestic subsidiaries that are co-borrowers or guarantors under ~~its~~the New 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.

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

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

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

The Company utilizes the market approach to measure fair value for its financial assets and liabilities. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. At times, the Company holds certain derivative contracts that it uses to manage commodity price risk and foreign currency exchange rate 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:

The Company is exposed to certain market risks, ~~primarily~~including 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 eligible fuel requirements for work in domestic backlog.

As of ~~September~~June 30, ~~2021,~~2022, the Company was party to various swap arrangements to hedge a portion of the price of its diesel fuel purchase requirements for work in its backlog to be performed through ~~September 2022.~~June 2023. As of ~~September~~June 30, ~~2021,~~2022, there were ~~9.4~~6.2 million gallons remaining on these contracts ~~which represent approximately 80% of the Company’s~~representing forecasted domestic fuel purchases through ~~September 2022.~~February 2023. Under these swap agreements, the Company will pay fixed prices ranging from ~~$1.22~~$1.91 to ~~$2.22~~$3.95 per gallon.

At ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the fair value asset of the fuel hedge contracts were estimated to be ~~$3,181~~$8,710 and ~~$1,739,~~$630, respectively, and are recorded in prepaid expenses and other current assets. For fuel hedge contracts considered to be highly effective, the gains ~~and losses~~ reclassified to earnings from changes in fair value of derivatives, net of cash settlements and taxes, for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 were ~~$5,197.~~$7,200. The remaining gains and losses included in accumulated other comprehensive ~~loss~~income (loss) at ~~September~~June 30, ~~2021~~2022 will be reclassified into earnings over the next twelve 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~~certain market risks, including foreign currency exchange rate risks related to the purchase of new vessel build materials in Europe. The Company enters into foreign currency exchange forward contracts to hedge the risk that fluctuations in the Euro in relation to the Dollar could have an adverse impact on cash flows associated with ~~non-performance~~its equipment builds.

As of ~~its various derivative instruments. The Company’s risk would be limited to any unrealized gains on current positions. To help mitigate this risk,~~June 30, 2022, the Company ~~transacts only with counterparties that are rated~~was party to various foreign exchange forward contract arrangements to hedge the purchase of materials through November 2024. As of June 30, 2022, there were 17.5 million Euro of payments remaining on these hedge contracts which is the full value of the hedge contacts through November 2024 as ~~investment grade or higher. In addition, all counterparties are monitored on a continuous basis.~~the first settlement will not occur until the third quarter of 2022. Under these hedge contracts, the Company will pay fixed prices ranging from $1.06 to $1.13 per Euro.

As of June 30, 2022, the fair value asset of the foreign currency exchange hedge contracts was estimated to be $81 and is recorded in prepaid expenses and other current assets. As of June 30, 2022, the fair value liability of foreign currency exchange hedge contracts was estimated to be $322 and is recorded in accrued liabilities. There were 0 foreign currency exchange hedge contracts as of December 31, 2021. For foreign currency exchange hedge contracts considered to be highly effective, the gains reclassified to earnings from changes in fair value of derivatives, net of cash settlements and taxes, for the ~~fuel~~six months ended June 30, 2022 were $0. The remaining gains and losses included in accumulated other comprehensive income (loss) at June 30, 2022 will be reclassified into earnings over the next twenty-nine months, corresponding to the period during which the hedged currency is expected to be utilized. Changes in the fair value of foreign currency exchange hedge contracts ~~outstanding~~not considered highly effective are recorded as other expenses in the Statement of ~~September 30, 2021 and December 31, 2020 is as follows:~~

Operations. The fair values of foreign currency exchange hedges are corroborated using inputs that are readily observable in public markets; therefore, the Company determines the fair value of these foreign currency exchange hedges using Level 2 inputs.

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

	Three Months Ended						Nine Months Ended						Three Months Ended						Six Months Ended
	September 30,						September 30,						June 30,						June 30,
	2021			2020			2021			2020			2022			2021			2022			2021
Derivatives:
Reclassification of derivative (gains) losses to earnings—net of tax		(1,793	)		1,510			(5,197	)		5,338
Fuel Hedge Contracts
Reclassification of derivative gains to earnings—net of tax													$	(4,719	)	$	(1,878	)	$	(7,200	)	$	(3,404	)
Change in fair value of derivatives—net of tax		582			(631	)		6,276			(8,145	)		4,584			2,282			13,300			5,694
Net change in cash flow derivative hedges—net of tax	$	(1,211	)	$	879		$	1,079		$	(2,807	)
Net change in cash flow derivative fuel hedges—net of tax													$	(135	)	$	404		$	6,100		$	2,290

Foreign Currency Exchange Hedge Contracts
Change in fair value of derivatives—net of tax														(241	)		-			(241	)		-
Net change in cash flow derivative foreign currency hedges—net of tax													$	(241	)	$	-		$	(241	)	$	-
Total net change in cash flow derivative hedges—net of tax													$	(376	)	$	404		$	5,859		$	2,290

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

		Three Months Ended					Nine Months Ended						Three Months Ended						Six Months Ended
		September 30,					September 30,						June 30,						June 30,
	Statement of Operations Location	2021			2020		2021			2020		Statement of Operations Location	2022			2021			2022			2021
Derivatives:
Fuel hedge contracts	Costs of contract revenues	$	(2,399	)	$	2,029		(6,953	)		7,161
Fuel Hedge Contracts												Costs of contract revenues	$	(6,313	)	$	(2,513	)	$	(9,632	)	$	(4,554	)
	Income tax (provision) benefit		(606	)		519		(1,756	)		1,823	Income tax provision		(1,594	)		(635	)		(2,432	)		(1,150	)
		$	(1,793	)	$	1,510	$	(5,197	)	$	5,338		$	(4,719	)	$	(1,878	)	$	(7,200	)	$	(3,404	)

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 2021, the Company ~~issued~~sold $325,000 of ~~5.25% Senior~~the 2029 Notes, which were outstanding at ~~September~~June 30, ~~2021~~2022 (see Note 4, Long-term debt). The 2029 Notes are senior unsecured obligations of the Company and its subsidiaries that guarantee the 2029 Notes. The fair value of the ~~senior notes~~2029 Notes was ~~$336,375~~$281,180 at ~~September~~June 30, ~~2021,~~2022, 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.

On May 5, 2021, the Company’s stockholders approved the Great Lakes Dredge & Dock Corporation 2021 Long-Term Incentive Plan (the “Incentive Plan”), which previously had been approved by the Company’s board of directors subject to stockholder approval. The Incentive Plan replaces the 2017 Long-Term Incentive Plan (the “Prior Plan”) and is largely based on the Prior Plan, but with updates to the available shares and other administrative changes. The Incentive Plan permits the granting of stock options, stock appreciation rights, restricted stock and restricted stock units to the Company’s employees and directors for up to 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 ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, the Company granted ~~309~~603 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 ~~$1,207~~$1,000 and ~~$1,761~~$798 for the three months ended ~~September~~June 30, 2022 and 2021, ~~and 2020,~~ respectively.Compensation cost charged to expense related to share-based compensation arrangements was ~~$3,772~~$1,552 and ~~$4,891~~$2,564 for the ~~nine~~six months ended ~~September~~June 30, 2022 and 2021, ~~and 2020~~ respectively.

At ~~September~~June 30, ~~2021,~~2022, the Company had ~~$598,481~~$373,801 of remaining performance obligations, which the Company refers to as total backlog. Approximately ~~39%~~73% of the Company’s backlog is expected to be completed in ~~2021; the majority of~~2022 with the remaining balance is expected to be completed in ~~2022~~2023. ~~with an immaterial portion potentially falling into 2023 depending upon the timing of job completion.~~

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

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

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

	Three Months Ended				Nine Months Ended				Three Months Ended				Six Months Ended
	September 30,				September 30,				June 30,				June 30,
Revenues	2021		2020		2021		2020		2022		2021		2022		2021
Dredging:
Capital—U.S.	$	111,481	$	98,194	$	268,485	$	245,183	$	89,693	$	79,399	$	190,704	$	157,005
Capital—foreign		274		9,787		6,596		20,630		—		1,613		—		6,322
Coastal protection		15,945		29,780		109,208		165,668		45,119		46,631		117,036		93,262
Maintenance		35,052		33,453		117,631		117,806		12,648		37,278		32,460		82,579
Rivers & lakes		5,886		4,627		14,265		12,169		1,968		4,993		3,577		8,379
Total revenues	$	168,638	$	175,841	$	516,185	$	561,456	$	149,428	$	169,914	$	343,777	$	347,547

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

	Three Months Ended				Nine Months Ended				Three Months Ended				Six Months Ended
	September 30,				September 30,				June 30,				June 30,
Revenues	2021		2020		2021		2020		2022		2021		2022		2021
Dredging:								��
Federal government	$	137,605	$	154,083	$	395,668	$	453,346	$	95,360	$	127,331	$	262,934	$	258,063
State and local government		17,058		4,464		88,902		76,489		50,922		37,069		75,523		71,844
Private		13,701		7,507		25,019		10,991		3,146		3,901		5,320		11,318
Foreign		274		9,787		6,596		20,630		—		1,613		—		6,322
Total revenues	$	168,638	$	175,841	$	516,185	$	561,456	$	149,428	$	169,914	$	343,777	$	347,547

Accounts receivable at ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020~~2021 are as follows:

The components of contracts in progress at ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020~~2021 are as follows:

	September 30,			December 31,			June 30,			December 31,
	2021			2020			2022			2021
Costs and earnings in excess of billings:
Costs and earnings for contracts in progress	$	234,930		$	199,964		$	277,373		$	270,998
Amounts billed		(209,327	)		(168,569	)		(239,568	)		(240,941	)
Costs and earnings in excess of billings for contracts in progress		25,603			31,395			37,805			30,057
Costs and earnings in excess of billings for completed contracts		9,853			2,823			25,917			10,894
Total contract revenues in excess of billings	$	35,456		$	34,218		$	63,722		$	40,951

Current portion of contract revenues in excess of billings	$	33,344		$	32,106		$	62,615		$	39,844
Long-term contract revenues in excess of billings		2,112			2,112			1,107			1,107
Total contract revenues in excess of billings	$	35,456		$	34,218		$	63,722		$	40,951

Billings in excess of costs and earnings:
Amounts billed	$	(502,680	)	$	(550,468	)	$	(155,455	)	$	(224,381	)
Costs and earnings for contracts in progress		483,928			517,860			152,841			209,567
Total billings in excess of contract revenues	$	(18,752	)	$	(32,608	)	$	(2,614	)	$	(14,814	)

In the three and six months ending June 30, 2022, a revision to the estimated gross profit percentage of a project was recognized due to a positive settlement of a claim from the recently completed project resulting in a cumulative net impact on the project margin, which increased gross profit by $5,638 and $17,362, respectively.

At ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, costs to fulfill a contract with a customer recognized as an asset were ~~$7,082~~$4,492 and ~~$10,501,~~$5,652, 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 ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, the Company amortized ~~$3,687~~$2,061 and ~~$2,891,~~$5,909 and ~~$15,443~~$4,452 and ~~$11,695~~$11,756, respectively, of pre-construction costs.

Performance and bid bonds are customarily required for dredging and marine construction 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. Bid bonds are generally obtained for a percentage of bid value and amounts outstanding typically range from $1,000 to $10,000. At ~~September~~June 30, ~~2021,~~2022, the Company had outstanding performance bonds with a notional amount of approximately ~~$1,435,917.~~$976,656. The revenue value remaining in backlog totaled approximately ~~$598,481.~~$373,801.

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.

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~~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. 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. 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 the 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.~~judgment. On April 11, 2022, the Supreme Court of Delaware issued its decision denying that appeal and affirming the Chancery Court judgment. 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.

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 (the “CWA”) arising from a September 2016 oil spill. The spill occurred during the Company’s Cheniere Ronquille project and resulted in the discharge of around one 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 their investigation of the oil spill and on 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. AsIn the first quarter of 2022, the Company entered into a ~~result, the~~ government may initiate suspension or statutory 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 matter and potential liability insettlement of a ~~pending~~ civil suit arising from the same ~~matter. The~~matter which was primarily covered by its insurance policies. On June 14, 2022, the Company ~~has deposited the maximum potential liability for~~was sentenced in the criminal matter, and paid a fine of $1,000. The Company had previously deposited $2,000 ~~in escrow which is presented as restricted cash in other noncurrent assets. Although~~into the registry of the Court to pay any ordered restitution, however, the Company ~~does~~was not ~~know whether proceedings~~ordered to pay any restitution and the deposited funds, less the amount of the fine and administrative costs, were returned to the Company. The CWA provides that, upon an entity’s conviction of certain offenses, the entity is automatically disqualified from eligibility to receive certain federal contracts, if it will perform any part of the awarded contract at the facility giving rise to the conviction (called the “violating facility”). Accordingly, the Court’s entry of the Company’s conviction under the CWA resulted in the automatic disqualification of the Company’s eligibility to be ~~initiated or result in prohibitions, or~~awarded contracts at the ~~impact of any such resulting prohibitions,~~violating facility, which the federal suspension and debarment officer (the “SDO”) determined to be the Company’s field office for the Cheniere Ronquille project, located at 28465 Hwy 23, Port Sulphur, Louisiana. The disqualification was imposed on June 23, 2022 and only applied to the Port Sulphur facility and not the Company ~~does~~as a whole. On the same day, June 23, 2022, the SDO issued a decision reinstating the Company’s Port Sulphur facility based on the SDO’s determination that the Company had addressed the causes of the CWA violation. This matter is now fully resolved and will not ~~expect~~have any ~~such proceedings or prohibitions to cause a material disruption to its~~future impact on the Company’s 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 alleging violations of Section 103 of the Marine Protection, Research, and Sanctuaries Act (“MPRSA”) and failure to report violations of the MPRSA. In July 2021, the parties executed a consent agreement and the Company paid $500 as a civil penalty in August 2021.

The Company leases certain operating equipment and office facilities under long-term operating leases expiring at various dates through 2030. The equipment leases contain renewal or purchase options that specify prices at the then fair value upon the expiration of the lease terms. The leases also contain default provisions that are triggered by an acceleration of debt maturity under the terms of the Company’s New 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 New 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.

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, ~~2020, in Item 1A. “Risk Factors” of Great Lakes’ Quarterly Report on Form 10-Q for the quarter ended June 30,~~ 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.

The Company is the largest provider of dredging services in the United States. In addition, the Company is fully engaged in expanding its core business into the rapidly developing offshore wind energy industry. 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 the navigability of waterways or the protection of shorelines through the removal or replenishment of soil, sand or rock. Domestically, our work generally is performed in coastal waterways and ~~deep water~~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 or other considerations (“bid market”). The Company experienced an average combined bid market share in the U.S. of ~~37%~~35% over the prior three years, including 49%, ~~55%~~54%, ~~19%~~17% and ~~34%~~23% 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 ~~nine~~six months of ~~2021,~~2022, 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 ~~77%~~76% of dredging revenues, ~~slightly~~ below the Company’s prior ~~three year~~three-year average of ~~79%~~80%.

The coronavirus ~~(COVID-19)~~(“COVID-19”) pandemic has ~~severely~~ impacted global economic activity and many countries, including the United States and its governmental entities and private businesses, have reacted by instituting quarantines, mandating school and business closures and limiting 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 hurricane season. Despite the uncertainty surrounding COVID-19, to date, the Corps is continuing to advertise new projects.

Our Executive Leadership team has established a COVID-19 Command Team that meets ~~once each week~~as necessary 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. ~~During~~The Company is now 100% fully vaccinated against COVID-19, with few accommodations. Direct COVID-19 related costs were approximately $0.1 million for the ~~first half~~second quarter of ~~2021, the Company began~~2022 compared to experience increased project costs and delays related to COVID-19. In the first half of 2021, 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 to be disinfected before returning to work. This impacted the vessels’ scheduling and availability which led to project delays. As vaccines became widely availableapproximately $3.0 million in the second quarter the Company set a target to have all parts of the organization vaccinated and the Company is now close to reaching this target. Although some COVID-19 related costs remain in the third quarter, overall COVID-19 costs have decreased since the first half of 2021.

~~Mid-year,~~In mid-2022, the Company’s corporate employees began transitioning from a ~~remote~~hybrid working environment to mostly working in ~~person with a hybrid working environment.~~person. 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. Due to the uncertainty 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 results of operations.

The Company plans to participate in the offshore wind market and in ~~March~~November 2021, the Company ~~awarded~~entered into a $197 million contract ~~for the design and development of~~with Philly Shipyard Inc. to build the first U.S. flagged Jones Act compliant, inclined fall-pipe vessel for subsea rock installation for wind turbine ~~foundations.~~foundations with expected delivery of the vessel in the second half of 2024. This vessel ~~would represent~~represents a significant and critical advancement in building the U.S. logistics infrastructure to support the future of the new U.S. offshore wind industry. The Company ~~anticipates making an investment decision in the fourth quarter of 2021 with expected delivery of the vessel in second half of 2024. As of the current quarter, the Company~~ has begun ~~soliciting bids~~bidding on select projects in the offshore wind ~~market.~~market and on July 14, 2022, the Company, in consortium with Van Oord, entered into its first contract with Empire Offshore Wind, a joint venture between Equinor and BP, to perform subsea rock installation work for the Empire I and Empire II offshore wind farms in New York. These wind farms are expected to provide over 2 Gigawatts (“GW”) of renewable energy to the state of New York; enough renewable energy to power more than one million households in New York.

The current ~~administration~~Presidential 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. In March 2021, 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.~~projects In addition, in February 2022, the Bureau of Ocean Energy Management (the “BOEM”) auctioned more than 480,000 acres in the New York Bight area for six new offshore wind energy leases, which brought in $4.4 billion resulting in the most significant wind lease sale in the United States to date. Additionally, in 2021, the U.S. Senate passed the $1.2 trillion infrastructure bill where the Corps will be granted $11.6 billion in funding to improve the nation’s resilience to the effects of climate change.

~~In July~~On March 15, 2022 the Omnibus Appropriations Bill was signed into law, which included funding for the Corps totaling $8.3 billion for fiscal year 2022. This is an increase of $548 million above the fiscal year 2021 amount and an increase of $1.6 billion above the ~~Corps’ 2021~~President’s original budget ~~was approved by the House of Representatives at a record high proposed budget level of $8.66 billion. In this bill,~~request. Appropriations included $4.6 billion for operation and maintenance, including $2.5 billion from the Harbor Maintenance Trust Fund (“HMTF”) in accordance with the Coronavirus Aid, Relief and Economic Security Act (the ~~“HMTF”~~“CARES Act”) ~~would receive $2.05 billion. This record funding is in addition to~~and $35.0 million for flood control and coastal emergencies which includes $19.8 million for the ~~annual cap being lifted from the HMTF in 2020 and the 2020~~construction of shore protection projects.

The Water Resource Development Act bill (the “WRDA”)~~. WRDA~~, which 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 law 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 approves projects to proceed to construction. In July 2022, the Senate passed their version of the Water Resources Development Act 2022 (“the WRDA 2022”) which includes legislation that authorizes about $25 billion to help finance 20 new or modified Corps projects for flood and hurricane protection, dredging, ecosystem restoration and other construction projects. Since the House also passed their version recently, the legislation is expected to be conferenced and signed into law by the President in short order. If this timeline is adhered to, it will be the earliest passage of this legislation in recent history. In addition, in July 2022, both the Senate and House passed their respective fiscal year 2023 Corps budget proposals. The Senate’s proposal was $8.7 billion in funding and House’s proposal was $8.9 billion. Prior to sending to the President for his signature, the House and Senate will meet to agree on a final amount, which will likely be another record budget for the Corps.

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 regulatory 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~~Regulatory dry dock frequency is a statutory requirement mandated by the U.S. Coast Guard and the ABS. The Company’s vessels ~~dry-dock~~undergo regulatory dry-docks every two to three years or every five years, depending on the vessel type and may also go into dry dock on an as-needed basis for ~~occasional unscheduled~~upgrades, maintenance and repairs. The Company experienced regulatory dry dock inspections on two dredges in the second quarter of 2022. An additional dredge was in dry dock for emissions testing. One vessel remained in regulatory dry dock at quarter end with the expectation of completing its dry dock in the third quarter.

The following tables set forth the components of net income and Adjusted EBITDA, as defined below, as a percentage of contract revenues for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020:~~2021:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,								Three Months Ended						Six Months Ended
	2021			2020			2021				2020				June 30,						June 30,
															2022			2021			2022				2021
Contract revenues		100.0	%		100.0	%		100.0		%		100.0		%		100.0	%		100.0	%		100.0		%		100.0		%
Costs of contract revenues		(78.5	)		(79.3	)		(82.1	)			(75.4	)			(93.0	)		(86.5	)		(87.3	)			(83.9	)
Gross profit		21.5			20.7			17.9				24.6				7.0			13.5			12.7				16.1
General and administrative expenses		9.0			8.5			8.9				8.1				7.2			8.4			7.4				8.8
Proceeds from loss of use claim		-			(1.0	)		-				(0.3	)
Gain on sale of assets—net		(0.2	)		-			(0.1	)			-
Operating income		12.7			13.2			9.1				16.8
(Gain) loss on sale of assets—net																—			(0.1	)		(0.1	)			—
Operating income (loss)																(0.2	)		5.2			5.4				7.3
Interest expense—net		(2.5	)		(3.8	)		(3.4	)			(3.6	)			(2.3	)		(3.9	)		(2.2	)			(3.8	)
Other income (expense)		(0.1	)		0.1			0.1				(0.1	)			(0.7	)		0.4			(0.4	)			0.3
Income before income taxes		10.1			9.5			5.8				13.1
Income tax provision		(1.9	)		(2.3	)		(1.0	)			(3.3	)
Net income		8.2	%		7.2	%		4.8		%		9.8		%
Income (loss) before income taxes																(3.2	)		1.7			2.8				3.8
Income tax (provision) benefit																0.6			(0.5	)		(0.7	)			(0.6	)
Net income (loss)																(2.6	)		1.2			2.1		%		3.2		%

Adjusted EBITDA		19.1	%		18.3	%		15.4		%		21.7		%		6.8	%		11.9	%		11.6		%		13.5		%

Adjusted EBITDA, 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 is not a measure derived in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Company presents Adjusted EBITDA as an additional measure by which to evaluate the Company’s operating trends. The Company believes that Adjusted EBITDA 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 to evaluate the Company’s period to period performance. Additionally, management believes that Adjusted EBITDA 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 to assess performance for purposes of determining compensation under the Company’s incentive plan. Adjusted EBITDA 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, 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 (loss) to measure the Company’s operating performance and uses Adjusted EBITDA only as a supplement. The following is a reconciliation of Adjusted EBITDA to net ~~income:~~income (loss):

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

	Three Months Ended							Nine Months Ended							Three Months Ended							Six Months Ended
	September 30,							September 30,							June 30,							June 30,
Revenues (in thousands)	2021		2020		Change			2021		2020		Change			2022		2021		Change			2022		2021		Change
Dredging:
Capital—U.S.	$	111,481	$	98,194		13.5	%	$	268,486	$	245,183		9.5	%	$	89,693	$	79,399		13.0	%	$	190,704	$	157,005		21.5	%
Capital—foreign		274		9,787		(97.2	)%		6,596		20,630		(68.0	)%		—		1,613		(100.0	)%		—		6,322		(100.0	)%
Coastal protection		15,945		29,780		(46.5	)%		109,207		165,668		(34.1	)%		45,119		46,631		(3.2	)%		117,036		93,262		25.5	%
Maintenance		35,052		33,453		4.8	%		117,631		117,806		(0.1	)%		12,648		37,278		(66.1	)%		32,460		82,579		(60.7	)%
Rivers & lakes		5,886		4,627		27.2	%		14,265		12,169		17.2	%		1,968		4,993		(60.6	)%		3,577		8,379		(57.3	)%
Total revenues	$	168,638	$	175,841		(4.1	)%	$	516,185	$	561,456		(8.1	)%	$	149,428	$	169,914		(12.1	)%	$	343,777	$	347,547		(1.1	)%

Total revenue was ~~$168.6~~$149.4 million for the three months ended ~~September~~June 30, ~~2021,~~2022, down ~~$7.2~~$20.5 million, or ~~4.1%~~12.1%, from ~~$175.8~~$169.9 million for the same period in the prior year. For the three months ended ~~September~~June 30, ~~2021,~~2022, the Company experienced ana decrease ~~increase~~ in ~~domestic capital~~, maintenance, ~~and~~ rivers & lakes, ~~revenues~~coastal protection and foreign capital revenue as compared to the same period in the prior year. This ~~increase~~decrease was partially offset by ~~a decrease~~an increase in~~coastal protection and foreign~~ domestic capital revenue during the ~~current period~~second quarter of 2022 as compared to the same period in the prior year.For the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, total revenue was ~~$516.2~~$343.8 million, down from revenue of ~~$561.5~~$347.5 million for the same period in the prior year, representing a decrease of ~~$45.3~~$3.7 million or ~~8.1%~~1.1%. For the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, the Company experienced a decrease ~~decrease~~ in ~~coastal protection,~~ maintenance, rivers & lakes and foreign capital revenue as compared to the same period in the prior year. This decrease was slightly offset by an increase indomestic capital and ~~rivers & lakes~~coastal protection 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 three months ended ~~September~~June 30, ~~2021,~~2022, domestic capital dredging revenue was ~~$111.5~~$89.7 million, up ~~$13.3~~$10.3 million, or ~~13.5%~~13.0%, compared to ~~$98.2~~$79.4 million for the same period in ~~2020.~~2021. The increase in capital dredging revenues for the three months ended ~~September~~June 30, ~~2021 was mostly due to a greater amount of revenue earned on projects~~ in Texas, Massachusetts and Alabama in the current year quarter when compared to the prior year quarter. This increase was partially offset by less revenue earned on projects in Florida, Louisiana, South Carolina and Mississippi in the current quarter. For the nine months ended September 30, 2021, domestic capital revenue was $268.5 million compared to $245.2 million for the same period in 2020, representing an increase of $23.3 million, or 9.5%. The increase in capital dredging revenues for the nine months ended September 30, 20212022 was mostly due to a greater amount of revenue earned on projects in ~~Massachusetts,~~Virginia, Texas, Louisiana, Maine and Alabama in the second quarter of 2022 when compared to the same period in the prior year. This increase was partially offset by revenue earned on projects in South Carolina and Massachusetts in the prior year. For the six months ended June 30, 2022, domestic capital revenue was $190.7 million compared to $157.0 million for the same period in 2021, representing an increase of $33.7 million, or 21.5%. The increase in capital dredging revenues for the six months ended June 30, 2022 was mostly due to a greater amount of revenue earned on projects in Texas, Maine, Virginia, Alabama, Louisiana, Massachusetts and Florida in the current year period when compared to the prior year. This increase was partially offset by ~~less~~ revenue earned on projects in ~~Texas, Delaware, Florida~~South Carolina and ~~Louisiana~~Mississippi in the ~~current~~prior year.

Foreign capital projects typically involve land reclamations, channel deepening and port infrastructure development. In the ~~third quarter of 2021,~~three and six months ended June 30, 2022, there was no foreign capital revenue ~~was $0.3 million, down $9.5 million, or 97.2%, as~~ compared to ~~$9.8~~$1.6 million and $6.3 million in the ~~same quarter in the prior year. Foreign capital revenue for the first nine~~three and six months of 2021 was $6.6 million which is $14.0 million, or 68.0%, lower than revenue of $20.6 million for the same period of the prior year. The Company continued to earn revenue in 2021 from a project in Bahrain that is essentially completed as of the second quarter ofended June 30, 2021.

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 ~~September~~June 30, ~~2021~~2022 was ~~$15.9~~$45.1 million, a decrease of ~~$13.9~~$1.5 million, or ~~46.6%~~3.2%, compared to ~~$29.8~~$46.6 million in the prior year period. The decrease in coastal protection revenues for the three months ended ~~September~~June 30, ~~2021~~2022 was mostly attributable to a lower amount of revenue earned on projects in ~~Virginia, New Jersey~~North Carolina and ~~New York~~Florida in the current year period when compared to the prior year. This decrease was slightly offset by revenue earned on projects in ~~Florida~~New York and ~~North Carolina~~New Jersey in the current ~~year quarter.~~year. Coastal protection revenue for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 was ~~$109.2~~$117.0 million, representing ~~a decrease~~an increase of ~~$56.5~~$23.7 million or ~~34.1%~~25.5%, from ~~$165.7~~$93.3 million for the same period in ~~2020.~~2021. The ~~decrease~~increase in coastal protection revenues for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 was mostly due to ~~lower~~a greater amount of revenue earned on projects in ~~Virginia,~~North Carolina, New ~~Jersey, South Carolina~~York and ~~Georgia,~~New Jersey in the current year period when compared to the prior year. This ~~decrease~~increase was partially offset by ~~more~~less revenue earned on projects in ~~North Carolina~~Florida and Louisiana in 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 ~~third~~second quarter of ~~2021~~2022 was ~~$35.1~~$12.6 million, ~~up $1.6~~down $24.7 million, or ~~4.8%~~66.1%, from ~~$33.5~~$37.3 million in the ~~third quarter~~same period of ~~2020.~~2021. The ~~increase~~decrease in maintenance revenues for the three months ended ~~September~~June 30, ~~2021~~2022 was mostly attributable to a ~~greater amount of~~decrease in revenue earned on projects in Louisiana and Florida, ~~in the current year quarter, when compared to~~from the prior ~~year quarter.~~year. This ~~increase~~decrease was partially offset by ~~lower~~an increase in revenue earned on projects in ~~Virginia, New York, New Jersey, Maryland and~~ North Carolina ~~when compared to~~in the ~~prior year quarter.~~current year. Maintenance revenue for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 was ~~$117.6~~$32.5 million, a decreaseof ~~$0.2~~$50.1 million, or ~~0.1%~~60.7%, compared to ~~$117.8~~$82.6 million for the comparable period in the prior year. The decrease in maintenance revenues for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 was mostly due to a ~~greater~~lower amount of revenue earned on projects in ~~New York, New Jersey, Maryland, North Carolina~~Louisiana, Florida and ~~Virginia~~Texas in the ~~prior~~current year period when compared to the ~~current~~prior year. This decrease was partially offset by more revenue earned on projects in ~~Florida, Georgia and Louisiana~~North Carolina in 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 ~~third~~second quarter of ~~2021,~~2022, rivers & lakes revenue was ~~$5.9~~$2.0 million, ~~an increase~~a decrease of ~~$1.3~~$3.0 million, or ~~28.3%~~60.6%, from ~~$4.6~~$5.0 million during the same period of ~~2020.~~2021. The ~~increase~~decrease in river &and lakes revenue for the three months ended ~~September~~June 30, ~~2021~~2022 was mostly attributable to a ~~greater amount of~~decrease in revenue earned on projects in Mississippi and Texas in the current year. This decrease was partially offset by an increase in revenue earned on a project in Tennessee in the current ~~year quarter. The increase was partially offset by lower revenue on projects in Mississippi in the current year quarter.~~ year. Rivers & lakes revenue for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 was ~~$14.3~~$3.6 million, ~~up $2.1~~down $4.8 million, or ~~17.2%~~57.1%, from ~~$12.2~~ $8.4million for the same period in the prior year. The ~~increase~~decrease in rivers & lakes revenues for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 was mostly due to a ~~greater~~lower amount of revenue earned on projects in ~~Tennessee~~Mississippi, Texas and Kansas in the current year period, when compared to the prior year. This ~~increase~~decrease was partially offset by ~~more~~an increase in revenue earned on a project in Tennessee in the ~~Texas in the prior~~current year.

Consolidated gross profit for the quarter ended ~~September~~June 30, ~~2021~~2022 was ~~in line with consolidated gross profit in the same quarter of 2020; $36.3~~$10.5 million, asdown $12.4 million, or 54%, compared to ~~$36.4~~$22.9 million ~~respectively.Gross profit margin for the three months ended September 30, 2021 was 21.5% compared to 20.7%~~ in ~~the third quarter~~same period of ~~2020.~~2021. The ~~slightly~~ lower gross profit experienced for the three months ended ~~September~~June 30, ~~2021~~2022, was driven by~~continued costs related to the third wave of COVID-19 partially offset by lower plant expense.~~ ~~Consolidated gross profit for~~ ~~the nine months ended September 30, 2021 was~~ ~~$92.3 million, down $45.5 million, or 33%, compared to $137.8 million in the same period of the prior year. Gross profit margin for the~~ ~~nine months ended September 30, 2021~~ ~~was down to 17.9% from 24.5% in the same period in prior year.~~ The lower gross profit experienced for the nine months ended September 30, 2021 was driven by $9.4 million of direct costs related to the third wave of COVID-19 in addition to COVID-19 indirect costs and a decrease in profitability of the Company’s ~~coastal~~maintenance, rivers & lakes and costal protection ~~and foreign~~ dredging projects in the quarter when compared to the same period in the prior year, offset slightly by higher gross profit in domestic capital dredging projects in the current quarter. Consolidated gross profit for the six months ended June 30, 2022 was$43.5 million, down$12.5 million, or 22.3%, compared to $56.0 million in the same period of the prior year. Gross profit margin for the six months ended June 30, 2022 was down to 12.7% from 16.1% in the same period in the prior year. The lower gross profit experienced for the six months ended June 30, 2022 was driven by supply chain delays and high inflation which led to a decrease in the profitability of the Company’s maintenance, rivers & lakes and costal protection dredging projects. This decrease was offset slightly by higher gross profit in domestic capital and foreign capital dredging projects in the current year period. Supply chain delays impacted drydockings and caused dredges to be delayed when mobilizing to their projects and rapidly increasing inflation impacted the cost of labor, operating supplies and drydockings, all of which negatively impacted gross margin.

During the three and ~~nine~~six months ended ~~September~~June 30, ~~2021,~~ 2022,general and administrative expenses were ~~$15.2~~$10.8 million and ~~$45.7~~$25.4 million, respectively, compared to the same periods in the prior year in which the three and ~~nine~~six months totaled ~~$14.9~~$14.2 million and ~~$45.3 million.~~$30.5 million, respectively. For the three and ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, general and administrative expenses include higher technical and consulting expenses related to our engagement with Boston Consulting Group (“BCG”) to assist with evaluating the offshore wind market strategy and reviewing other long-term growth strategies for the Company and severance expenses and higher relocation expense related to the headquarter move to Texas. These increases were offset by lower incentive pay and profit sharing in addition to lower ~~employee benefits expenses.~~relocation expenses related to the headquarters move to Texas.

Operating ~~income~~loss for the ~~third~~second quarter of ~~2021~~2022 was ~~$21.4~~$0.3 million, down ~~$1.8~~$9.1 million compared to operating income of ~~$23.2~~$8.8 million for the same quarter in ~~2020 due to proceeds from a loss of use claim in the comparative prior period.~~2021. Operating income for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 was ~~$46.9~~$18.4 million, down ~~$47.6~~$7.1 million from operating income of ~~$94.5~~$25.5 million in the same period of the prior ~~year period.~~year. The decrease in operating income for the ~~nine~~three and six months ended ~~September~~June 30, ~~2021~~2022 was a result of lower gross profit in the current year when compared to the same period in the prior year. This decrease was partially offset by lower general and administrative expenses in the current year when compared to the same period in the prior year.

For the three months ended ~~September~~June 30, ~~2021,~~2022, net interest expense was ~~$4.2~~$3.4 million, ~~down $2.5~~$3.3 million ~~or 37%~~lower compared ~~with~~to $6.7 million for the ~~prior year quarter.This decrease is due to a lower interest rate on the 2029 Notes in the current year quarter compared to the 8% Notes that were outstanding~~same period in the prior ~~year quarter.~~year. Net interest expense for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~ 2022 was ~~$17.5~~$7.4 million, ~~down $2.6~~$5.8 million ~~or 13%~~lower compared with ~~$20.1~~$13.2 million for the same period in the prior year. The decrease in net interest expense ~~for the nine months ended September 30, 2021 includes a $1.0 million write-off to extinguishment of subsidiary debt related~~was primarily due to the ~~deferred financing fees~~refinancing of the ~~8% Notes. This expense was offset by the~~senior notes in May 2021 at a lower interest ~~expense from our newly issued 2029 Notes.~~rate and an increase in capitalized interest due to the extensive new build program.

Income tax ~~provision~~benefit for the three months ended ~~September~~June 30, ~~2021~~2022 was ~~$3.2~~$0.9 million compared to an income tax provision of ~~$4.1~~$0.8 million for the same period in the prior year. For the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, the Company had an income tax provision of ~~$5.4~~$2.4 million and ~~$18.5~~$2.2 million, respectively. The effective tax rate for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 was ~~17.9%~~25.7%, ~~down 7.1%~~up 8.8% from the effective tax rate of ~~25.0%~~16.9% for the same period of ~~2020.~~2021. The ~~decrease~~increase in the effective tax rate was primarily

due to a one-time benefit associated with a stock compensation tax deduction in the ~~current year and an adjustment~~first quarter of ~~tax basis used during~~ the ~~preparation of our~~ prior ~~year provision.~~year.

Net ~~income~~loss for the quarter ended ~~September~~June 30, ~~2021~~2022 was ~~$13.8~~$4.0 million, ~~an increase~~down $6.1 million from net income of ~~$1.3 million, or 10%, from $12.5~~$2.1 million in the same quarter in the prior year. Diluted earnings (loss) per share was ~~$0.21~~$(0.06) for the three months ended ~~September~~June 30, ~~2021,~~2022, compared to ~~$0.19~~$0.03 for the three months ended ~~September~~June 30, ~~2020.~~2021. The ~~increase~~decrease in net income for the three months ended ~~September~~June 30, ~~2021~~2022 was primarily due to the ~~lower~~decrease in gross profit in the current year quarter, partially offset by a decrease in general and administrative expense and net interest expense in the current year quarter.Net income for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 was ~~$24.7~~$7.0 million, down ~~$30.8~~$3.9 million, ~~or 55%~~down 36%, from ~~$55.5~~$10.9 million for the same period in the prior year. Diluted~~Diluted~~ earnings per share ~~attributable to continuing operations~~ were ~~$0.37~~$0.11 and ~~$0.84~~$0.16 for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021, respectively. The decrease in net income for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 was ~~primarily~~ driven by the decrease to gross profit. This decrease was slightly offset by a ~~$1.1 million increase in other income and a $13.1 million~~ decrease in ~~income tax provision~~general and administrative and net interest expense during the current year when compared to the same period in the prior year.

Adjusted EBITDA (as defined on page ~~17)~~20) for the quarter ended June 30, 2022 was ~~relatively flat at $32.2~~$10.2 million, ~~for both quarters ended September 30, 2021~~down $10.0 million, from $20.2 million in the same quarter in the prior year. The decrease in Adjusted EBITDA during the second quarter of 2022 was driven by the decrease in gross profit, excluding depreciation partially offset by a decrease in general and ~~2020.~~administrative expense. For the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022 Adjusted EBITDA was ~~$79.3~~$39.8 million, down ~~$42.4~~$7.3 million, or ~~35%~~16%, from ~~$121.7~~$47.1 million during the same period in the prior year. The decrease in Adjusted EBITDA during the first ~~nine~~six months of ~~2021~~2022 was driven primarily by the decrease in gross profit, excluding ~~depreciation.~~depreciation and other income.

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

	September 30,		December 31,		September 30,		June 30,		December 31,		June 30,
Backlog (in thousands)	2021		2020		2020		2022		2021		2021
Dredging:
Capital - U.S.	$	411,354	$	320,920	$	411,621	$	246,042	$	398,748	$	320,820
Capital - foreign		-		6,865		11,050		—		—		269
Coastal protection		139,072		97,986		109,374		76,978		99,048		51,204
Maintenance		39,155		125,090		110,879		43,561		50,966		67,440
Rivers & lakes		8,900		8,515		18,357		7,220		2,826		14,669
Total backlog	$	598,481	$	559,376	$	661,281	$	373,801	$	551,588	$	454,402

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, ~~84%~~53% of the Company’s ~~September~~June 30, ~~2021~~2022 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.

The domestic dredging bid market for the quarter ended ~~September~~June 30, ~~2021~~2022 was ~~$876.7~~$938.1 million, a ~~$50.2~~$405.7 million ~~decrease~~increase compared to the same period in the prior year. Total domestic dredging bid market for the current year period included awards for ~~the third phase of the Corpus Christi Deepening project, one capital project in Virginia, one capital project in New England, two~~three coastal protection projects in ~~New York, one coastal protection~~North Carolina, Charleston Maintenance project in ~~Philadelphia, and one coastal protection~~South Carolina, an access channel dredging project in ~~Jacksonville. For the contracts awarded~~New Jersey, coastal storm risk management project and channel maintenance project in ~~the current year, the Company won 58.3%, or $365.2 million, of domestic capital projects, and 57.6%, or $172.4 million, of the coastal protection projects, through September 30, 2021.~~New York. The Company won ~~37.1%~~11.1% of the overall domestic bid market for the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, which is ~~slightly higher~~lower than the Company’s prior ~~three year~~three-year average of ~~36.6%.~~35.0%, primarily due to an atypical bid market with projects out to bid that the Company would not typically bid on. 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.

The Company’s contracted dredging backlog was ~~$598.5~~$373.8 million at ~~September~~June 30, ~~2021~~2022 compared to ~~$559.4~~$551.6 million of backlog at December 31, ~~2020.~~2021. These amounts do not reflect approximately ~~$533.9~~$540.9 million of domestic low bids pending formal award and additional phases (“options”) pending on projects currently in backlog at ~~September~~June 30, ~~2021. Post quarter end, the Company added an additional $106.9 million to low bids pending award.~~2022. At December 31, ~~2020~~2021, the amount of domestic low bids and options pending award was ~~$472.3~~$567.3 million.

Domestic capital dredging backlog at ~~September~~June 30, ~~2021 increased $90.4~~2022 decreased by $152.7 million ~~compared to~~from December 31, ~~2020.~~2021. In the ~~nine~~three months ended ~~September~~June 30, ~~2021,~~2022, the Company was awarded ~~the third phase of the Boston Harbor deepening~~one domestic capital dredging project ~~the additional phase of the Corpus Christi deepening project and the Thimble Shoal deepening and renourishment project.~~in New Jersey totaling $7.0 million. During the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, the Company continued to earn revenue on deepening projects in ~~Charleston, Jacksonville, the Gulf Coast region, a~~Louisiana, Texas, Alabama, Florida, South Carolina, Virginia, Massachusetts, New Hampshire and Maine, multiple coastal restoration ~~project~~projects in Louisiana, and a liquefied natural gas project in Louisiana. Government funded projects coming into the pipeline include ~~new deepenings for ports in Alabama~~the Freeport Reaches, AOC deepening, Port of Houston, Corpus Christi and ~~the Everglades in Florida.~~additional phases of Mobile deepening. These ~~deepenings~~projects 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~~to the government funded deepening projects, the Company also has a port deepening project ~~phases for port deepenings~~ in ~~Norfolk and the Houston ship channel are expected to continue for the next several years.~~Texas. 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~~There was no foreign capital dredging backlog at ~~September~~June 30, ~~2021 was $6.9 million lower than at~~2022 and December 31, ~~2020. During the nine months ended September 30,~~ 2021 ~~the Company earned the remaining revenue on a project~~and there are no future foreign projects in the ~~Middle East which was in backlog at December 31, 2020. The Company is not currently active nor does it have dredges located in any foreign markets.~~pipeline.

Coastal protection dredging backlog ~~increased $41.1~~at June 30, 2022decreased $22.1 million from December 31, ~~2020.~~2021. In the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, the Company was awarded ~~three~~$95.0 million of coastal protection projects, ~~of $28.5 million, $15.6 million and $11.3 million in Florida along with two coastal protection~~including three projects in ~~New Jersey~~North Carolina and one in New ~~York for $12.1 million, $26.6 million and $47.5 million, respectively.~~York. During the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, the Company continued to earn revenue on coastal protection projects in New

Jersey, New York, North Carolina and Florida which were in backlog at December 31, ~~2020.~~ 2021. 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. During 2021, as a result of powerful storms like Hurricane Ida, $11.6 billion was included in the $1.2 trillion federal infrastructure bill which was passed by the U.S. Senate and is currently awaiting House of Representative approval. This bill designates funds specifically for the Corps to improve the nation’s resilience to the effects of climate change, including flood control and waterway dredging.

Maintenance dredging backlog at June 30, 2022 decreased ~~$85.9~~$7.4 million from December 31, ~~2020.~~2021. In the ~~nine~~three months ended ~~September~~June 30, ~~2021,~~2022, the Company was awarded aone maintenance project ~~of $24.3~~in New York totaling $2.7 million and one maintenance project in ~~the Gulf region and another project for $3.3 million in Florida.~~South Carolina totaling $17.6 million. During the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, the Company continued to earn revenue on projects in Louisiana, Mississippi and North Carolina ~~and Florida which~~that were in backlog at December 31, ~~2020.~~2021. Past WRDA bills called for full use of the HMTF for its intended purpose of maintaining future access to the waterways and ports that support our nation’s economy. On March 27, 2020, the U.S. government enacted 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.

Rivers & lakes backlog at ~~September~~June 30, ~~2021 was up $0.4~~2022 increased $4.4 million compared to backlog at December 31, ~~2020. In~~2021. For the ~~nine~~six months ended ~~September~~June 30, ~~2021, the Company was awarded one rivers & lakes project in Tennessee. For the nine months ended September 30, 2021,~~2022, the Company continued to earn revenue on projects in ~~Texas~~Tennessee and Mississippi which ~~was~~were in backlog at December 31, ~~2020.~~2021.

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 operating activities for the ~~nine~~six months ended ~~September~~June 30, 2022 and 2021 ~~and 2020~~ was ~~$42.8~~the source of $0.8 million and ~~$76.0~~$35.6 million, respectively. Normal increases or decreases in the level of working capital relative to the level of operational activity impact cash flow from operating activities. The decrease in cash provided by operating activities during the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022, compared to the same period in the prior year, was ~~driven by lower~~due to a decrease in net income ~~in current year. The lower income~~

~~results in lower utilization of deferred tax assets in the current year which partially offsets the lower net income. In addition, the Company had a lower investment~~as well as an increase in working capital due to an increase in contract revenues in excess of billings during the current year when compared to the same period in the prior year.

The Company’s cash flows used in investing activities for the ~~nine~~six months ended ~~September~~June 30, 2022 and 2021 ~~and 2020 totaled $77.6~~were $69.6 million and ~~$29.2~~$64.6 million, respectively. Investing activities primarily relate to normal course upgrades and capital maintenance of the Company’s dredging fleet. The Company is currently building a 6,500 cubic yard trailing suction hopper dredge with expected delivery in the first quarter of 2023, additionally, in June 2022 the Company exercised the contract option with the same builder to build a second 6,500 cubic yard trailing suction hopper dredge with expected delivery in the first quarter of 2025. In November 2021, the Company entered into a $197 million contract with Philly Shipyard Inc. to build ~~a Trailing Suction Hopper Dredge in June 2020 and, later, in December 2020 the Company announced 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 to support the new U.S. offshore wind ~~industry.~~industry with expected delivery in the second half of 2024. In July 2021, the Company announced a contract to build two multifunctional all-purpose vessels (“multicats”). During the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, the Company ~~has~~ invested $39.5 million towards these new vessels along with smaller scow vessels. In addition, the Company spent $16.4 million to acquire two dredges that had previously been leased. The Company received $4.2 million in proceeds from dispositions of property and equipment in the current year period compared to $0.9$16.0 million in the ~~prior year period.~~new hopper dredge, $18.2 million in multicats and scows and $2.7 million in the rock installation vessel. The Company anticipates that remaining new build program payments will be made with cash on hand, future cash flows generated from operations and revolver availability.

The Company’s cash flows used in financing activities for the ~~nine~~six months ended ~~September~~June 30, 2022 and 2021 ~~and 2020~~ totaled ~~$5.9~~$1.2 million and ~~$4.1~~$6.7 million, respectively. The ~~increase~~decrease in cash used in financing activities relates to ~~$4.4 million of deferred~~greater new debt financing fees ~~paid related~~in the prior year period in addition to ~~the newly issued $325 million of the 2029 Notes and~~ changes in the taxes paid on settlement of vested shares awards ~~offset slightly by increase cash~~and a decrease in the exercise of options and purchases from the Company’s employee stock purchase plan. Of the previously announced $75.0 million share repurchase program, the Company repurchased $3.9 million of common stock in the third quarter of 2020 and none during the period ended September 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. In the first half of the current year, the Company began to experience more considerable operational interruptions and direct costs related to the third wave of the COVID-19 pandemic. 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.

In May 2021 the Company sold $325 million of 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% Notes.

The 2029 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.

Refer to Note 4, Long-term debt, in the Notes to Condensed Consolidated Financial Statements for discussion of the Company’s New Amended Credit ~~Agreement.~~Agreement and Senior Notes. 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 or building new vessels, equipment and technology to increase productivity and 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 New 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.

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, ~~2020~~2021 Consolidated Financial Statements included in the Company’s Annual Report 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, ~~2020.~~2021.

The market risk of the Company’s financial instruments as of ~~September~~June 30, ~~2021~~2022 has not materially changed since December 31, ~~2020.~~2021. The market risk profile of the Company on December 31, ~~2020~~2021 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, ~~2020.~~2021.

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 ~~September~~June 30, ~~2021.~~2022. 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 ~~September~~June 30, ~~2021~~2022 in providing such a reasonable assurance.

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 ~~September~~June 30, ~~2021~~2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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

There have been no material changes ~~except for the following,~~ during the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 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, ~~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 September 30,~~ 2021.

~~The Company could face liabilities and/or damage to our reputation 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.

The Company is currently a defendant in a number of other litigation matters, including those described in Note 8, Commitments and contingencies, in the 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.

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

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.

Delaware		20-5336063
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

9811 Katy Freeway, Suite 1200, Houston, TX		77024
(Address of principal executive offices)		(Zip Code)

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock (Par Value $0.0001)		GLDD		Nasdaq Stock Market, LLC

Large accelerated filer	☐☒	Accelerated filer	☒☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

		Page

	Part I Financial Information (Unaudited)	3

Item 1	Financial Statements	3

	Condensed Consolidated Balance Sheets at ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020~~2021	3

	Condensed Consolidated Statements of Operations for the Three and ~~Nine~~Six Months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021	4

	Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and ~~Nine~~Six Months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021	5

	Condensed Consolidated Statements of Equity for the Three and ~~Nine~~Six Months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021	6

	Condensed Consolidated Statements of Cash Flows for the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021	7

	Notes to Condensed Consolidated Financial Statements	8

Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1517

Item 3	Quantitative and Qualitative Disclosures About Market Risk	2326

Item 4	Controls and Procedures	2326

	Part II Other Information	2427

Item 1	Legal Proceedings	2427

Item 1A	Risk Factors	2427

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	2427

Item 3	Defaults Upon Senior Securities	2527

Item 4	Mine Safety Disclosures	2527

Item 5	Other Information	2527

Item 6	Exhibits	2628

	Signature	2729

		Fair Value at
	Fair Value
	Hierarchy	June 30, 2022				December 31, 2021
	Levels	Assets		Liabilities		Assets		Liabilities

Derivatives designated as cash flow hedging instruments:
Fuel Hedge Contracts	2	$	8,710	$	-	$	630	$	-
Foreign Currency Exchange Hedge Contracts	2		81		322		-		-
Total derivatives		$	8,791	$	322	$	630	$	-

	Three Months Ended				Nine Months Ended
(shares in thousands)	September 30,				September 30,
	2021		2020		2021		2020

Net income	$	13,806	$	12,547	$	24,725	$	55,494

Weighted-average common shares outstanding — basic		65,691		64,860		65,535		64,726
Effect of stock options and restricted stock units		620		1,034		711		1,135

Weighted-average common shares outstanding — diluted		66,311		65,894		66,246		65,861

Earnings per share — basic	$	0.21	$	0.19	$	0.38	$	0.86
Earnings per share — diluted	$	0.21	$	0.19	$	0.37	$	0.84

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)
July 1, 2021 - July 31, 2021		0	$	-		0	$	71,127,473
August 1, 2021 - August 31, 2021		0	$	-		0	$	-
September 1, 2021 - September 30, 2021		0	$	-		0	$	-
Total		0	$	-		0	$	71,127,473

Number		Document Description

~~10.1~~		Employment Agreement, dated September 29, 2021, between Great Lakes Dredge & Dock Corporation and Scott L. Kornblau (incorporated by reference to Great Lakes Dredge & Dock Corporation’s Current Report on Form 8-K filed with the Commission on September 29, 2021 (Commission file no. 001-33225)).†

~~10.2~~		Separation Agreement, dated October 7, 2021, between Great Lakes Dredge & Dock Corporation and Mark W. Marinko. †*

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. **

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) *

	Great Lakes Dredge & Dock Corporation
	(registrant)

	By:		/s/ S~~Scott~~cott Kornblau
			Scott Kornblau
			Senior Vice President, ~~and~~ Chief Financial Officer and Treasurer
			(Principal Financial ~~and Accounting~~ Officer and Duly Authorized Officer)