What changed in this filing

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Item 1. Financial Statements

2021-07-30 compared with 2021-04-30 · 168 added, 139 removed, 650 unchanged (32% of the section changed)

40 unchanged sentences

Common stock -- $ 0.01 par value, 50,000,000 authorized, 31,617,998 and 31,171,804 issued;

30,477,655 and 30,460,573 outstanding at March 31, 2021 and December 31, 2020, respectively

Treasury stock, 711,231 shares, at cost, as of March 31, 2021 and December 31, 2020, respectively

30,906,767 and 30,460,573 outstanding at June 30, 2021 and December 31, 2020, respectively

Treasury stock, 711,231 shares, at cost, as of June 30, 2021 and December 31, 2020, respectively

Accumulated other comprehensive loss

8 unchanged sentences

(In Thousands, Except Share and Per Share Information)

Three months ended March 31,

Three months ended June 30,

Six months ended June 30,

Contract revenues

9 unchanged sentences

Income before income taxes

Income tax expense

Income tax (benefit) expense

Basic earnings per share

6 unchanged sentences

(In Thousands)

Three months ended March 31,

Change in fair value of cash flow hedge, net of tax expense of $ 53 and net of tax benefit of $ 226 for the three months ended March 31, 2021 and March 31, 2020, respectively.

Three months ended June 30,

Six months ended June 30,

Change in fair value of cash flow hedge, net of tax expense of $ 315 and $ 368 for the three and six months ended June 30, 2021, respectively and net of tax expense of $ 9 and tax benefit of $ 217 for the three and six months ended June 30, 2020, respectively.

Total comprehensive income

13 unchanged sentences

Balance, March 31, 2021

Stock-based compensation

Issuance of restricted stock

Forfeiture of restricted stock

Payments related to tax withholding for stock-based compensation

Cash flow hedge

Balance, June 30, 2021

Accumulated Other

7 unchanged sentences

Balance, March 31, 2020

Stock-based compensation

Issuance of restricted stock

Forfeiture of restricted stock

Payments related to tax withholding for stock-based compensation

Cash flow hedge

Balance, June 30, 2020

The accompanying notes are an integral part of these condensed consolidated financial statements

3 unchanged sentences

(in thousands)

Three months ended March 31,

Six months ended June 30,

Cash flows from operating activities:

4 unchanged sentences

Amortization of ROU finance leases

Write-off of debt issuance costs upon debt extinguishment

Amortization of deferred debt issuance costs

23 unchanged sentences

Payments made on borrowings from Credit Facility

Loan costs from Credit Facility

Payments of finance lease liabilities

5 unchanged sentences

Cash, cash equivalents and restricted cash at end of period

Cash and cash equivalents

Restricted cash

Total cash, cash equivalents and restricted cash shown above

Supplemental disclosures of cash flow information:

36 unchanged sentences

Such adjustments are of a normal recurring nature.

Interim results of operations for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021.

Interim results of operations for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021.

Summary of Significant Accounting Policies

5 unchanged sentences

● Revenue recognition from construction contracts;

● Accounts receivable and allowance for credit losses;

● Property, plant and equipment;

● The recording of accounts receivable and allowance for credit losses;

● The carrying value of property, plant and equipment;

● Finite and infinite-lived intangible assets, testing for indicators of impairment;

4 unchanged sentences

The Company’s revenue is derived from contracts to provide marine construction, dredging, turnkey concrete services, and other specialty services.

The Company’s projects are typically short in duration and usually span

a period of less than one year.

The Company determines the appropriate accounting treatment for each contract before work begins and generally records revenue on contracts over time.

The Company’s projects are typically brief in duration and usually span a period of less than one year.

The Company determines the appropriate accounting treatment for each contract

before work begins and, subject to qualifications discussed in the next paragraph, generally records contract over time.

Performance obligations are promises in a contract to transfer distinct goods or services to the customer and are the unit of account under Topic 606.

28 unchanged sentences

The Company has not historically sustained losses on its cash balances in excess of federally insured limits.

Cash equivalents at March 31, 2021 and December 31, 2020 consisted primarily of overnight bank deposits.

The Company had no restricted cash as of March 31, 2021 and December 31, 2020.

Cash equivalents at June 30, 2021 and December 31, 2020 consisted primarily of overnight bank deposits.

The Company had no restricted cash as of June 30, 2021 and December 31, 2020.

Risk Concentrations

5 unchanged sentences

Accounts receivable are stated at the historical carrying value, net of allowances for credit losses.

The Company has significant investments in billed and unbilled receivables as of March 31, 2021 and December 31, 2020.

The Company has significant investments in billed and unbilled receivables as of June 30, 2021 and December 31, 2020.

Billed receivables represent amounts billed upon the completion of small contracts and progress billings on large contracts in accordance with contract terms and milestone achievements.

4 unchanged sentences

In establishing an allowance for credit losses, the Company evaluates its contract receivables and contract assets and thoroughly reviews historical collection experience, the financial condition of its customers, billing disputes and other factors.

The Company writes off potentially uncollectible accounts receivable against the allowance for credit losses if it is determined that the amounts will not be collected or if a settlement is reached for an amount that is less than the carrying value.

As of March 31, 2021, and December 31, 2020, the Company has recorded an allowance for credit losses of $ 0.3 million and $ 0.4 million, respectively.

The Company writes off potentially uncollectible accounts receivable against the allowance for credit losses if it is determined that the amounts will not be collected or if a settlement with respect to a disputed receivable is reached for an amount that is less than the carrying value.

As of June 30, 2021, and December 31, 2020, the Company has recorded an allowance for credit losses of $ 0.3 million and $ 0.4 million, respectively.

Balances billed to customers but not paid pursuant to retainage provisions in construction contracts generally become payable upon contract completion and acceptance by the owner.

Retainage at March 31, 2021 totaled $ 38.0 million, of which $ 4.3 million is expected to be collected beyond March 31, 2022.

Retainage at June 30, 2021 totaled $ 38.4 million, of which $ 3.0 million is expected to be collected beyond June 30, 2022.

Retainage at December 31, 2020 totaled $ 36.5 million.

The Company negotiates change orders and claims with its customers.

From time to time, the Company negotiates change orders and claims with its customers.

Unsuccessful negotiations of claims could result in a change to contract revenue that is less than amounts previously recorded, which could result in the recording of a loss in the amount of the shortfall.

7 unchanged sentences

Other environmental costs are also charged to expense unless they increase the value of the property and/or provide future economic benefits, in which event the costs are capitalized.

Environmental liabilities, if any, are recognized when the expenditure is considered probable and the amount can be reasonably estimated.

The Company did not recognize any environmental liabilities as of March 31, 2021 or December 31, 2020.

Environmental liabilities, if any, are recognized when the liability is considered probable and the amount can be reasonably estimated.

The Company did not recognize any environmental liabilities as of June 30, 2021 or December 31, 2020.

Fair Value Measurements

22 unchanged sentences

Office equipment

The Company generally uses accelerated depreciation methods for tax purposes where appropriate.

The Company generally uses accelerated depreciation methods for tax purposes where beneficial.

Dry-docking costs are capitalized and amortized using the straight-line method over a period ranging from three to 15 years .

7 unchanged sentences

Assets to be disposed of are separately presented in the balance sheet and reported at the lower of the carrying amount or the fair value, less the costs to sell, and are no longer depreciated.

There were no assets classified as held for sale as of March 31, 2021 or December 31, 2020.

There were no assets classified as held for sale as of June 30, 2021 or December 31, 2020.

Management determines if a contract is or contains a lease at inception of the contract or modification of the contract.

1 unchanged sentence

Control over the use of the identified asset means the lessee has both (a) the right to obtain substantially all of the economic benefits from the use of the asset and (b) the right to direct the use of the asset.

Finance and operating lease ROU assets and liabilities are recognized based on the present value of future minimum lease payments over the expected lease term at commencement date.

Finance and operating lease right-of-use (“ROU”) assets and liabilities are recognized based on the present value of future minimum lease payments over the expected lease term at commencement date.

As the implicit rate is not determinable in most of the Company’s leases, management uses the Company’s incremental borrowing rate based on the information available at commencement date in determining the present value of future payments.

64 unchanged sentences

The self-funded plan is funded to the maximum exposure and, as a result, is expected to receive a partial refund after the policy expiration.

The total accrual for insurance claims liabilities was $ 59.2 million and $ 60.4 million at March 31, 2021 and December 31, 2020, respectively, reflected as a component of accrued liabilities in the condensed consolidated balance sheet.

The total accrual for insurance claims receivable was $ 54.9 million and $ 57.0 million at March 31, 2021 and December 31, 2020, respectively, reflected as a component of other current accounts receivable in the condensed consolidated balance sheet.

The total accrual for insurance claims liabilities was $ 68.8 million and $ 60.4 million at June 30, 2021 and December 31, 2020, respectively, reflected as a component of accrued liabilities in the condensed consolidated balance sheet.

The total accrual for insurance claims receivable was $ 64.7 million and $ 57.0 million at June 30, 2021 and December 31, 2020, respectively, reflected as a component of other current accounts receivable in the condensed consolidated balance sheet.

Accounting Standards Adopted in 2021

9 unchanged sentences

The following table represents a disaggregation of the Company’s contract revenues by service line for the marine and concrete segments:

Three months ended March 31,

Three months ended June 30,

Six months ended June 30,

Marine Segment

22 unchanged sentences

Balances billed to customers but not paid pursuant to retainage provisions generally become payable upon contract completion and acceptance by the owner.

The table below presents the concentrations of accounts receivable from customers (trade and retainage) at March 31, 2021 and December 31, 2020, respectively:

March 31, 2021

The table below presents the concentrations of accounts receivable from customers (trade and retainage) at June 30, 2021 and December 31, 2020, respectively:

June 30, 2021

December 31, 2020

6 unchanged sentences

Net receivables

At March 31, 2021 one customer in the Private Companies category accounted for 10.6 % of total current receivables.

At June 30, 2021 one customer in the Private Companies category accounted for 10.2 % of total current receivables.

At December 31, 2020, no single customer accounted for more than 10.0% of total current receivables.

Additionally, the table below represents concentrations of contract revenue by type of customer for the three months ended March 31, 2021 and 2020, respectively:

Three months ended March 31,

Additionally, the table below represents concentrations of contract revenue by type of customer for the three and six months ended June 30, 2021 and 2020, respectively:

Three months ended June 30,

Six months ended June 30,

Federal Government

3 unchanged sentences

Total contract revenues

In the three months ended March 31, 2021 and 2020, no single customer exceeded 10.0% of total contract revenues.

In the three months ended June 30, 2021, no single customer exceeded 10.0% of total contract revenues.

In the three months ended June 30, 2020, one customer in the Local Governments category accounted for 10.1 % of total contract revenues.

In the six months ended June 30, 2021 and 2020, no single customer accounted for more than 10.0% of total contract revenues.

The Company does not believe that the loss of any one of its customers would have a material adverse effect on the Company or its subsidiaries and affiliates since no single specific customer sustains such a large portion of receivables or contract revenue over time.

1 unchanged sentence

The loss of any one of these suppliers could adversely impact short-term operations.

Contract revenues generated outside the United States totaled 1.6 % and 2.4 % of total revenues for the three months ended March 31, 2021 and 2020, and were primarily located in the Caribbean Basin and Mexico.

Contract revenues generated outside the United States totaled 0.2 % and 2.1 % of total revenues for the three months ended June 30, 2021 and 2020, respectively, and 0.9 % and 2.3 % for the six months ended June 30, 2021 and 2020, respectively, and were primarily located in the Caribbean Basin and Mexico.

Contracts in Progress

Contracts in progress are as follows at March 31, 2021 and December 31, 2020:

Contracts in progress are as follows at June 30, 2021 and December 31, 2020:

Costs incurred on uncompleted contracts

6 unchanged sentences

Contract liabilities

Included in contract assets is approximately $ 3.6 million and $ 3.1 million at March 31, 2021 and December 31, 2020, respectively, related to claims and unapproved change orders.

See Note 2 - Summary of Significant

Accounting Policies to the Company’s condensed consolidated financial statements for discussion of the accounting for these claims.

Included in contract assets is approximately $ 3.8 million and $ 3.1 million at June 30, 2021 and December 31, 2020, respectively, related to claims and unapproved change orders.

See Note 2 - Summary of Significant Accounting Policies to the Company’s condensed consolidated financial statements for discussion of the accounting for these claims.

Remaining performance obligations represent the transaction price of firm orders or other written contractual commitments from customers for which work has not been performed or is partially completed and excludes unexercised contract options and potential orders.

As of March 31, 2021, the aggregate amount of the remaining performance obligations was approximately $ 364.8 million.

As of June 30, 2021, the aggregate amount of the remaining performance obligations was approximately $ 394.4 million.

Of this amount, the current expectation of the Company is that it will recognize $ 374.8 million, or 95 %, in the next 12 months and the remaining balance thereafter.

Property and Equipment

The following is a summary of property and equipment at March 31, 2021 and December 31, 2020:

The following is a summary of property and equipment at June 30, 2021 and December 31, 2020:

Automobiles and trucks

6 unchanged sentences

Construction in progress

For the three months ended March 31, 2021 and 2020, depreciation expense was $ 5.3 million and $ 5.7 million, respectively.

During the quarter ended June 30, 2021 the Company sold its land, building and improvements located in Tampa, Florida.

The book value of the assets and related accumulated depreciation have been removed from the balance sheet and the Company recognized a net gain on the sale of $ 6.8 million.

For the three months ended June 30, 2021 and 2020, depreciation expense was $ 5.2 million and $ 5.6 million, respectively.

For the six months ended June 30, 2021 and 2020, depreciation expense was $ 10.6 .

million and $ 11.3 million, respectively.

Substantially all depreciation expense is included in the cost of contract revenue in the Company’s Condensed Consolidated Statements of Operations.

3 unchanged sentences

Other Current Accounts Receivable

Other current accounts receivable at March 31, 2021 and December 31, 2020 consisted of the following:

March 31, 2021

Other current accounts receivable at June 30, 2021 and December 31, 2020 consisted of the following:

June 30, 2021

December 31, 2020

12 unchanged sentences

The Company’s assessment of the significance of a particular input to the fair value requires judgment and may affect the placement of assets and liabilities within the fair value hierarchy levels.

The following table sets forth by level within the fair value hierarchy the Company’s recurring financial assets and liabilities that were accounted for at fair value on a recurring basis as of March 31, 2021 and December 31, 2020:

Fair Value Measurements

Carrying Value

March 31, 2021

June 30, 2021

Cash surrender value of life insurance policy

1 unchanged sentence

Cash surrender value of life insurance policy

The Company’s derivatives, which are comprised of interest rate swaps, are valued using a discounted cash flow analysis that incorporates observable market parameters, such as interest rate yield curves and credit risk adjustments that are necessary to reflect the probability of default by us or the counterparty.

These derivatives are classified as a Level 2 measurement within the fair value hierarchy.

The Company’s derivatives, which previously consisted of interest rate swaps, were valued using a discounted cash flow analysis that incorporated observable market parameters, such as interest rate yield curves and credit risk adjustments that were necessary to reflect the probability of default by us or the counterparty.

These derivatives were classified as a Level 2 measurement within the fair value hierarchy.

See Note 11 for additional information on the Company’s derivative instrument.

Our concrete segment has life insurance policies with a combined face value of $ 11.1 million as of March 31, 2021.

The policies are invested in mutual funds and the fair value measurement of the cash surrender balance associated with these policies is determined using Level 2 inputs within the fair value hierarchy and will vary with investment performance.

Our concrete segment has life insurance policies with a combined face value of $ 11.1 million as of June 30, 2021.

The policies are invested in mutual funds and the fair value measurement of the cash surrender balance

associated with these policies is determined using Level 2 inputs within the fair value hierarchy and will vary with investment performance.

These assets are included in the "Other noncurrent"

5 unchanged sentences

Other Fair Value Measurements

The fair value of the Company’s debt at March 31, 2021 and December 31, 2020 approximated its carrying value of $ 28.9 million and $ 35.1 million, respectively, as interest is based on current market interest rates for debt with similar risk and maturity.

The fair value of the Company’s debt at June 30, 2021 and December 31, 2020 approximated its carrying value of $ 6.4 million and $ 35.1 million, respectively, as interest is based on current market interest rates for debt with similar risk and maturity.

If the Company’s debt was measured at fair value, it would have been classified as Level 2 in the fair value hierarchy.

1 unchanged sentence

Intangible assets

The tables below present the activity and amortizations of finite-lived intangible assets:

The tables below present the activity and amortization of finite-lived intangible assets:

Finite-lived intangible assets, beginning of period

8 unchanged sentences

Customer relationships were valued at approximately $ 18.8 million and are being amortized over eight years using an accelerated method based on the pattern in which the economic benefits of the assets are consumed.

For the three months ended March 31, 2021, $ 0.4 million of amortization expense was recognized for these assets.

For the six months ended June 30, 2021, $ 0.8 million of amortization expense was recognized for these assets.

Future expense remaining of approximately $ 2.4 million will be amortized as follows:

9 unchanged sentences

Accrued Liabilities

Accrued liabilities at March 31, 2021 and December 31, 2020 consisted of the following:

March 31, 2021

Accrued liabilities at June 30, 2021 and December 31, 2020 consisted of the following:

June 30, 2021

December 31, 2020

10 unchanged sentences

Bank of America, N.A., BOKF, NA dba Bank of Texas, KeyBank National Association, NBH Bank, IBERIABANK, Trustmark National Bank, First Tennessee Bank NA, and Branch Banking and Trust Company.

The Credit Agreement was subsequently amended in March 2019 (the “Fifth Amendment”), May 2019 (the “Sixth Amendment”) June 2020 (the “Seventh Amendment”) and October 2020 (the “Eighth Amendment”).

The company incurred debt issuance costs related to the initial Credit Agreement and several of the subsequent amendments.

The Credit Facility matures on July 31, 2023.

The Credit Agreement, which may be amended from time to time, provides for borrowings under a revolving line of credit and a term loan (together, the “Credit Facility”).

The Credit Facility is guaranteed by the subsidiaries of the Company, secured by the assets of the Company, including stock held in its subsidiaries,

and may be used to finance general corporate and working capital purposes, to finance capital expenditures, to refinance existing indebtedness, to finance permitted acquisitions and associated fees, and to pay for all related expenses to the Credit Facility.

The Credit Facility is guaranteed by the subsidiaries of the Company, secured by the assets of the Company, including stock held in its subsidiaries, and may be used to finance general corporate and working capital purposes, to finance capital expenditures, to refinance existing indebtedness, to finance permitted acquisitions and associated fees, and to pay for all related expenses to the Credit Facility.

Interest is due and is computed based on the designation of the loan, with the option of a Base Rate Loan (the base rate plus the Applicable Margin), or an Adjusted LIBOR Rate Loan (the adjusted LIBOR rate plus the Applicable Margin).

2 unchanged sentences

Amounts repaid under the revolving line of credit may be re-borrowed.

Total debt issuance costs for the Fourth Amendment, which included underwriter fees, legal fees and syndication fees were approximately $ 0.9 million and were capitalized as non-current deferred charges and amortized using the effective interest rate method over the duration of the loan.

Additionally, the Company executed the Fifth Amendment during March 2019, which was made effective as of December 31, 2018, and executed the Sixth Amendment during May 2019.

Total debt issuance costs for the Fourth Amendment which included underwriter fees, legal fees and syndication fees were approximately $ 0.9 million and were capitalized as non-current deferred charges and scheduled for amortization using the effective interest rate method over the duration of the loan.

The Company incurred additional debt issuance costs of approximately $ 0.6 million and $ 0.9 million respectively for the Fifth and Sixth Amendments.

With the execution of the aforementioned Sixth Amendment, $ 50.0 million of the existing revolving line of credit was modified and accounted for under guidelines of ASC 470-50, Debt, Modifications and Extinguishments, and a pro-rated portion of unamortized debt issuance costs of approximately $ 0.4 million was recognized as interest expense as of May 2019.

The remaining debt issuance costs of approximately $ 0.9 million related to the Fourth, Fifth, and Sixth Amendments will be amortized over the duration of the loan.

The Company entered into a new syndicated credit agreement (the “364-Day Revolving Credit Facility”) on June 8, 2020 with Regions Bank, as administrative agent and collateral agent, and the following co-syndication agents:

The then remaining debt issuance costs of approximately $ 0.9 million related to the Fourth, Fifth, and Sixth Amendments were scheduled to be amortized over the duration of the term loan, which coincides with the term of the Credit Facility.

On June 8, 2020, the Company entered into a new syndicated credit agreement (the “ 364-Day Revolving Credit Facility”) with Regions Bank, as administrative agent and collateral agent, and the following co-syndication agents:

Bank of America, N.A.

1 unchanged sentence

Concurrent with this the Company executed an amendment to the Credit Agreement with its existing lenders (“also known as the “Seventh Amendment”) for the sole intent and outcome of executing the 364-Day Revolving Credit Facility.

The 364-Day Revolving Credit Facility, which may be amended from time to time, provides for borrowings under a new revolving line of credit.

The 364-Day Revolving Credit Facility is guaranteed by the subsidiaries of the Company, secured by the assets of the Company, including stock held in its subsidiaries, and may be used to finance general corporate and working capital purposes, to finance Permitted Acquisitions, and to pay transaction fees, costs and expenses related to the consummation of the Seventh Amendment.

Interest is due on the last day of each quarter end for Base Rate Loans and at the end of the LIBOR rate period for Adjusted LIBOR Rate Loans.

Principal balances drawn under the 364- Day Revolving Credit Facility may be prepaid at any time, in whole or in part, without premium or penalty.

Amounts repaid under the 364-Day Revolving Credit Facility may be re-borrowed.

The 364-Day Revolving Credit Facility matures on June 7, 2021.

Total debt issuance costs for the 364-Day Revolving Credit Facility, which included underwriter fees, legal fees and syndication fees were approximately $ 0.4 million and were capitalized as current deferred charges and will be amortized over the duration of the loan.

To date the Company has had no borrowings under the 364-Day Revolving Credit Facility.

Effective, October 9, 2020, the Company entered into an amendment (the "Eighth Amendment") to its syndicated credit agreement (the "Credit Agreement"

, with Regions Bank, as Administrative Agent and Collateral Agent and Bank of America, N.A., BOKF, NA dba Bank of Texas, Iberiabank, NBH Bank, Truist

Bank, and Trustmark National Bank, as Lenders.

The 364-Day Revolving Credit Facility provided for borrowings of up to $ 20 million under a new revolving line of credit.

No funds were ever drawn on the 364-Day Revolving Credit Facility.

The 364-Day Revolving Credit Facility matured on June 7, 2021.

Effective, October 9, 2020, the Company entered into the Eighth Amendment to the Credit Agreement") , with Regions Bank, as Administrative Agent and Collateral Agent and Bank of America, N.A., BOKF, NA dba Bank of Texas, Iberiabank, NBH Bank, Truist Bank, and Trustmark National Bank, as Lenders.

The Eighth Amendment provides for administrative revisions to the Credit Agreement, including changes to repayment requirements for involuntary asset dispositions and changes to the timing of repayment for voluntary asset dispositions.

The quarterly weighted average interest rate for the Credit Facility as of March 31, 2021 was 2.48 %.

There were no debt issuance costs incurred with respect to the Eighth Amendment.

The quarterly weighted average interest rate for the Credit Facility as of June 30, 2021 was 2.33 %.

The Company’s obligations under debt arrangements consisted of the following:

March 31, 2021

June 30, 2021

December 31, 2020

1 unchanged sentence

Debt Issuance

Revolving line of credit

Term loan - current

15 unchanged sentences

The maturity date for amounts drawn under the revolving line of credit is the earlier of the Facility termination date of July 31, 2023, or the date the outstanding balance is permanently reduced to zero.

As of March 31, 2021 the Company had no borrowing under the revolving line of credit.

There were $ 1.7 million in outstanding letters of credit as of March 31, 2021, which reduced the maximum borrowing availability on the revolving line of credit to $ 48.3 million.

During the three months ended March 31, 2021, the

Company drew down $ 5.0 million for general corporate purposes and made payments of $ 10.0 million on the revolving line of credit which resulted in a net decrease of $ 5.0 million.

Provisions of the 364-day revolving credit facility

The Company has a maximum borrowing availability under the 364-Day Revolving Credit Facility of $ 20.0 million.

Borrowings may be designated as Base Rate Loan or Adjusted LIBOR Rate Loans, at the Company’s request, and must be drawn in an aggregate minimum amount of $ 1.0 million and integral multiples of $ 250,000 in excess of that amount.

The Company may convert, change, or modify rate designations from time to time.

The Company is subject to a commitment fee for the unused portion of the maximum borrowing availability under the 364-Day Revolving Credit Facility.

The commitment fee, which is due quarterly in arrears, is equal to the Applicable Margin of the actual daily amount by which the Aggregate Revolving Commitments exceeds the Total Revolving Outstanding.

As of March 31, 2021, there were no outstanding borrowings under the 364-Day Revolving Credit Facility.

As of June 30, 2021, the Company had $ 6.0 million of borrowings under the revolving line of credit.

There were $ 1.7 million in outstanding letters of credit as of June 30, 2021, which reduced the maximum borrowing availability on the revolving line of credit to $ 42.3 million.

During the six months ended June 30, 2021, the Company drew down $ 20.0 million for general corporate purposes and made payments of $ 19.0 million on the revolving line of credit which resulted in a net increase of $ 1.0 million.

Provisions of the term loan

The original principal amount of $ 60.0 million for the term loan commitment is paid off in quarterly installment payments (as stated in the Credit Agreement).

At March 31, 2021, the outstanding term loan component of the Credit Facility totaled $ 28.9 million and was secured by specific assets of the Company.

The table below outlines the total remaining payment amounts annually for the term loan through maturity of the Credit Facility:

During the three months ended March 31, 2021 the Company made the scheduled quarterly principal payment of $ 1.2 million, which reduced the outstanding principal balance to $ 28.9 million as of March 31,2021.

The current portion of debt is $ 4.5 million, and the non-current portion is $ 24.4 million.

As of March 31, 2021, the term loan was designated as an Adjusted LIBOR Rate Loan with an interest rate of 2.38 %.

The original principal amount of $ 60.0 million for the term loan commitment was paid off in quarterly installment payments (as stated in the Credit Agreement).

During the quarter ended June 30, 2021, the term loan component of the Credit Facility was fully extinguished, in part using proceeds of the sale of property in Tampa, Florida (see Note 6 – Property and Equipment).

The extinguishment of the term loan reduced the Company’s exposure to variability in interest rates and eliminated future loan amortization payment commitments.

Concurrent with extinguishing the term loan, the Company canceled the remaining open position on its interest rate swap, resulting in a $ 1.3 million loss on the mark to market value of the swap at the date of termination.

The $ 1.3 million was paid to the counterparty, cleared from the balance sheet as an interest rate swap liability, removed from Other Comprehensive Income and charged to interest expense during the quarter ended June 30, 2021.

Further, the remaining $ 0.8 million of unamortized deferred debt issuance costs were charged to interest expense related to the early extinguishment of the term loan.

There were no penalties incurred related to early payment of the term loan.

The Company entered into a debt agreement with De Lage Landen Financial Services, Inc.

for the purpose of financing a piece of equipment purchased.

As of June 30, 2021, the carrying value of this debt is $ 0.4 million.

The agreement is secured by the financed equipment asset and the debt is included as a component of current debt and long-term debt on the Condensed Consolidated Balance Sheets.

Financial covenants

9 unchanged sentences

and events constituting a change of control.

The Company was in compliance with all financial covenants as of March 31, 2021.

The Company was in compliance with all financial covenants as of June 30, 2021.

Derivative Financial Instruments

1 unchanged sentence

There was a total of five sequential interest rate swaps to achieve the hedged position and each year on August 31, with the exception of the final swap, the existing interest rate swap was scheduled to expire and be immediately replaced with a new interest rate swap until the expiration of the final swap on July 31, 2020.

On December 6, 2018, the Company entered into a sixth receive-variable, pay-fixed interest rate swap to hedge the variability of interest payments.

The sixth swap began with a notional amount of $ 27.0 million on July 31, 2020 and hedges the variability in the interest payments on the aggregate scheduled principal amount of the Regions Term Loan outstanding.

The sixth swap is scheduled to expire on July 31, 2023.

At inception, these interest rate swaps were designated as cash flow hedges for hedge accounting, and as such, the effective portion of unrealized changes in market value are recorded in other comprehensive income (loss) and reclassified into earnings during the period in which the hedged forecasted transaction affects earnings.

Gains and losses from hedge ineffectiveness are recognized in current earnings.

The change in fair market value of the swaps for the comparative periods ended March 31, 2021 and March 31, 2020, as reflected in accumulated other comprehensive loss in the Condensed Consolidated Statements of Stockholders’ Equity, is approximately $( 0.2 ) million and $ 1.0 million.

The fair market value of the swaps as of March 31, 2021 is reflected as a liability of $ 1.4 million on the Condensed Consolidated Balance Sheets.

See Note 8 for more information regarding the fair value of the Company’s derivative instruments.

On December 6, 2018, the Company entered

into a sixth receive-variable, pay-fixed interest rate swap to hedge the variability of interest payments.

The sixth swap began with a notional amount of $ 27.0 million on July 31, 2020 and hedged the variability in the interest payments on the aggregate scheduled principal amount of the Regions Term Loan outstanding.

The sixth swap was scheduled to expire on July 31, 2023.

At inception, these interest rate swaps were designated as cash flow hedges for hedge accounting, and as such, the effective portion of unrealized changes in market value were recorded in other comprehensive income (loss) and reclassified into earnings during the period in which the hedged forecasted transaction affects earnings.

Gains and losses from hedge ineffectiveness were recognized in current earnings.

Upon fully extinguishing the Term Loan during the quarter ended June 30, 2021, the Company canceled the remaining term of the sixth swap and no longer owns derivative financial instruments.

Other Long-Term Liabilities

Other long-term liabilities at March 31, 2021 and December 31, 2020 consisted of the following:

March 31, 2021

Other long-term liabilities at June 30, 2021 and December 31, 2020 consisted of the following:

June 30, 2021

December 31, 2020

14 unchanged sentences

government enacted the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) which among other things includes an optional payment deferral of the employer's portion of the Social Security taxes that were otherwise due through December 31, 2020.

The Company elected to defer payments of approximately $ 7.6 million with $ 3.8 million due December 2021 reflected in accrued liabilities included in the Company’s Condensed Consolidated Balance Sheets and the remaining $ 3.8 million due December 2022 reflected in other long-term liabilities in the Company’s Condensed Consolidated Balance Sheets.

December 2022 reflected in other long-term liabilities in the Company’s Condensed Consolidated Balance Sheets.

The Company’s effective tax rate is based on expected income, statutory rates and tax planning opportunities available to it.

For interim financial reporting, the Company estimates its annual tax rate based on projected taxable income for the full year and records a quarterly tax provision in accordance with the anticipated annual rate.

Income tax expense included in the Company’s accompanying Condensed Consolidated Statements of Operations was as follows (in thousands, except percentages):

Income tax (benefit) expense included in the Company’s accompanying Condensed Consolidated Statements of Operations was as follows (in thousands, except percentages):

Three months ended

Income tax expense

Six months ended

Income tax (benefit) expense

Effective tax rate

The effective rate for the three months ended March 31, 2021 differed from the Company’s statutory federal rate of 21 % primarily due to the movement in the valuation allowance for current year activity, state income taxes and the non-deductibility of other permanent items.

During the year ended December 31, 2020 the Company assessed the realizability of its deferred tax assets and determined that it was more likely than not that some portion or all the deferred tax assets would not be realized and therefore recorded a valuation allowance on the net deferred tax assets.

The effective rate for the three and six months ended June 30, 2021 differed from the Company’s statutory federal rate of 21 % primarily due to the movement in the valuation allowance for current year activity, state income taxes and the non-deductibility of other permanent items.

The Company assessed the realizability of its deferred tax assets and determined that it was more likely than not that some portion or all the deferred tax assets would not be realized and therefore recorded a valuation allowance on the net deferred tax assets.

The Company assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets.

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For the period ended March 31, 2021 the Company evaluated all positive and negative evidence in determining the amount of deferred tax assets more likely than not to be realized.

Based on the review of available evidence, Management believes that a valuation allowance on the net deferred tax assets at March 31, 2021 remains appropriate.

The Company does not expect that unrecognized tax benefits as of March 31, 2021 for certain federal income tax matters will significantly change due to any settlement and/or expiration of statutes of limitations over the next 12 months.

Based on the review of available evidence, Management believes that a valuation allowance on the net deferred tax assets at June 30, 2021 remains appropriate.

The Company does not expect that unrecognized tax benefits as of June 30, 2021 for certain federal income tax matters will significantly change due to any settlement and/or expiration of statutes of limitations over the next 12 months.

The final outcome of these tax positions is not yet determinable.

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Diluted earnings per share is based on the weighted average number of common shares outstanding as well as the effect of all dilutive common stock equivalents during each period net income is generated.

For the three months ended March 31, 2021 and 2020, the Company had 915,489 and 1,458,225 securities, respectively, that were potentially dilutive in earnings per share calculations.

For the three months ended June 30, 2021 and 2020, the Company had 893,604 and 1,117,301 securities, respectively, that were potentially dilutive in earnings per share calculations.

For the six months ended June 30, 2021 and 2020, the Company had 904,486 and 1,287,763 securities, respectively, that were potentially dilutive in earnings per share calculations.

Such dilution is dependent on the excess of the market price of our stock over the exercise price and other components of the treasury stock method.

The exercise price for certain stock options awarded by the Company exceeded the average market price of the Company’s common stock for the three months ended March 31, 2021 and 2020.

The exercise price for certain stock

options awarded by the Company exceeded the average market price of the Company’s common stock for the three and six months ended June 30, 2021 and 2020.

Such stock options are antidilutive and are not included in the computation of earnings per share for those periods.

The following table reconciles the denominators used in the computations of both basic and diluted earnings per share:

Three months ended March 31,

Three months ended June 30,

Six months ended June 30,

Weighted average shares outstanding

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The Company applies a 3.2 % and a 5.5 % forfeiture rate, which is compounded over the vesting terms of the individual award, to its restricted stock and option grants, respectively, based on historical analysis.

In the three months ended March 31, 2021 and 2020, compensation expense related to stock-based awards outstanding was $ 0.4 million and $ 0.5 million, respectively.

In the three months ended March 31, 2021 and 2020, payments related to tax withholding for stock-based compensation for certain officers and directors of the Company was less than $ 0.1 million and none , respectively.

In the three months ended March 31, 2021, there were 23,755 options exercised generating proceeds to the Company of approximately $ 0.1 million.

In the three months ended March 31, 2020, there were no options exercised.

At March 31, 2021, total unrecognized compensation expense related to unvested stock and options was approximately $ 2.0 million, which is expected to be recognized over a period of approximately two years .

In the three months ended June 30, 2021 and 2020, compensation expense related to stock-based awards outstanding was $ 1.2 million for both periods.

In the six months ended June 30, 2021 and 2020, compensation related to stock based awards outstanding was $ 1.6 million for both periods.

In the three and six months ended June 30, 2021 and 2020, payments related to tax withholding for stock-based compensation for certain officers of the Company was $ 0.2 million and less than $ 0.1 million, respectively.

In May 2021, independent directors as well as certain officers and executives of the Company were awarded 489,850 shares of restricted common stock.

The total number included 89,850 shares, which were awarded to the six independent directors and vested immediately on the date of the grant, as well as 240,000 shares of performance-based stock awards to certain executives.

The performance-based stock will potentially vest 100 % if the target is met, with 100 % of the shares to be earned based on the achievement of an objective, tiered return on invested capital, measured over a three-year performance period.

The Company evaluates the probability of achieving this each reporting period.

The fair value of all shares awarded on the date of the grant was $ 6.01 per share.

In the three months ended June 30, 2021, there were no options exercised.

In the six months ended June 30, 2021, there were 23,755 options exercised generating proceeds to the Company of approximately $ 0.1 million.

In the three and six months ended June 30, 2020, there were no options exercised.

At June 30, 2021, total unrecognized compensation expense related to unvested stock and options was approximately $ 3.9 million, which is expected to be recognized over a period of approximately 2.6 years.

Commitments and Contingencies

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Coast Guard, the Port of Corpus Christi Authority, and the National Transportation Safety Board, among others, while they investigate the cause of this incident.

The National Transportation Safety Board has named the Company as a party of interest in their

investigation.

The National Transportation Safety Board has named the Company as a party of interest in their investigation.

Thus far, eight separate lawsuits have been filed against the Company by certain crewmembers or their heirs under the general maritime law and the Jones Act.

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District Court for the Southern District of Texas seeking consolidation of the lawsuits for procedural purposes since they all arise out of the same occurrence and seeking exoneration from or limitation of liability relating to the foregoing incident as provided for in the federal rules of procedure for maritime claims.

The Limitation Court set a deadline of February 17, 2021 by which all claims must be filed and as of the Court’s deadline, thirteen persons, estates and/or entities filed claims in the Limitation for personal injuries, death, property damages and business interruption, loss of profit, loss of use of natural resources and other economic damages for unspecified economic and compensatory damages.

Some of these claimants may not have standing to bring their claims and will be challenged.

Further, the Company filed a Default Motion with the Court which was granted on April 8, 2021 and as such bars the filing of any further claims.

The Limitation Court set a deadline of February 17, 2021 by which all claims were required to be filed and as of the Court’s deadline, thirteen persons, estates and/or entities filed claims in the Limitation for personal injuries, death, property damages and business interruption, loss of profit, loss of use of natural resources and other economic damages for unspecified economic and compensatory damages.

Some of these claimants may lack standing to bring their claims and will be challenged.

Further, the Company filed a Default Motion with the Court which was granted on April 8, 2021 that bars the filing of any further claims.

Applicable accounting guidance under ASC 450 would require the Company to recognize a loss if the loss is determined to be probable and reasonably estimable.

As at March 31, 2021, the Company has recognized $ 72.2 million in total obligations to date, which includes approximately $ 18.0 million paid to date to claimants (including nine of 18 crewmembers) and accruals totaling approximately $ 54.2 million.

As at June 30, 2021, the Company has recognized $ 91.7 million in total liabilities with respect to this incident to date, which includes approximately $ 27.5 million paid to date (including to nine of 18 crewmembers and wreck removal costs ) and accruals totaling approximately $ 64.2 million.

However, this is a multi-party, complex tort proceeding, and it is too early in the proceedings for the Company to establish loss accruals in regard to the balance of the claims.

In any event, insurance coverage is available and the carriers of such insurance have taken over the costs of the defense of the claims and have reimbursed the Company $ 17.1 million to date.

In any event, insurance coverage is available, and the carriers of such insurance have taken over the costs of the defense of the claims.

In addition, the Company continues to believe that it has adequate insurance coverage for all pollution, marine, economic and other potential liabilities arising from the incident.

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A legal matter was settled in the Company’s favor for $ 5.5 million during the first quarter of 2018.

Settlement amounts were recorded in Other gain from continuing operations in the Condensed Consolidated Statement of Operations, Prepaid expenses and other (current portion of the notes receivable) and Other non-current assets (non-current portion of the notes receivable) in the Condensed Consolidated Balance Sheets.

As of March 31, 2021, the current portion of the notes receivable was $ 0.8 million and the non-current portion was $ 1.6 million, net of $ 0.2 million of unamortized discount.

(non-current portion of the notes receivable) in the Condensed Consolidated Balance Sheets.

As of June 30, 2021, the current portion of the notes receivable was $ 0.8 million and the non-current portion was $ 1.4 million, net of $ 0.2 million of unamortized discount.

Legal fees related to this matter were expensed as incurred during the respective reporting period.

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marine and concrete.

The Company’s financial reporting systems present various data for management to run the business, including profit and loss statements

prepared according to the segments presented.

The Company’s financial reporting systems present various data for management to run the business, including profit and loss statements prepared according to the segments presented.

Management uses operating income to evaluate performance between the two segments.

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Three months ended

Six months ended

Contract revenues

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Property and equipment, net

There were less than $ 0.1 million and $ 2.3 million in intersegment revenues between the Company’s two reportable segments for the three months ended March 31, 2021 and 2020, respectively.

The marine segment had foreign revenues of $ 2.4 million and $ 4.0 million for the three months ended March 31, 2021 and 2020, respectively.

In connection with the preparation of the financial statements for the quarter ended June 30, 2021, the Company has identified and corrected certain immaterial errors in segment reporting for all periods presented.

Specifically, certain corporate overhead costs previously recorded to the marine segment as part of operating income (loss) and allocated from the marine segment to the concrete segment below operating income in the other income (expense) line have been allocated from the marine segment to the concrete segment as part of the determination of operating income for each segment .

These corrections resulted in an offsetting change in operating income (loss) for each segment of $ 3.2 million for the three months ended June 30, 2020 and $ 2.9 million and $ 6.1 million for the six months ended June 30, 2021 and 2020, respectively.

There were less than $ 0.1 million and $ 0.4 million in intersegment revenues between the Company’s two reportable segments for the three months ended June 30, 2021 and 2020, respectively.

There were less than $ 0.1 million and $ 2.7 million in intersegment revenues between the Company’s two reportable segments for the six months ended June 30, 2021 and 2020, respectively.

The marine segment had foreign revenues of $ 0.4 million and $ 3.9 million for the three months ended June 30, 2021 and 2020, respectively.

The marine segment had foreign revenues of $ 2.8 million and $ 7.9 million for the six months ended June 30, 2021 and 2020, respectively.

These revenues are derived from projects in the Caribbean Basin and Mexico and are paid primarily in U.S.

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Total liabilities

(1) Operating lease right-of-use assets are recorded net of accumulated amortization of $ 10.0 million and $ 9.0 million as of March 31, 2021 and December 31, 2020, respectively.

(2) Financing lease right-of-use assets are recorded net of accumulated amortization of $ 5.1 million and $ 6.4 million as of March 31, 2021 and December 31, 2020, respectively.

(1) Operating lease right-of-use assets are recorded net of accumulated amortization of $ 9.4 million and $ 9.0 million as of June 30, 2021 and December 31, 2020, respectively.

(2) Financing lease right-of-use assets are recorded net of accumulated amortization of $ 3.7 million and $ 6.4 million as of June 30, 2021 and December 31, 2020, respectively.

Other information related to lease term and discount rate is as follows:

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The components of lease expense are as follows:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Operating lease costs:

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Supplemental cash flow information related to leases is as follows:

Three Months Ended March 31,

Six Months Ended June 30,

Cash paid for amounts included in the measurement of lease liabilities:

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Year ending December 31,

2021 (excluding the three months ended March 31, 2021)

2021 (excluding the six months ended June 30, 2021)

Total future minimum lease payments

4 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements