What changed in this filing

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Item 1. Financial Statements

2022-07-29 compared with 2022-04-29 · 133 added, 123 removed, 628 unchanged (29% of the section changed)

39 unchanged sentences

Common stock -- $ 0.01 par value, 50,000,000 authorized, 31,966,815 and 31,712,457 issued;

30,965,494 and 31,001,226 outstanding at March 31, 2022 and December 31, 2021, respectively

Treasury stock, 711,231 shares, at cost, as of March 31, 2022 and December 31, 2021, respectively

31,255,584 and 31,001,226 outstanding at June 30, 2022 and December 31, 2021, respectively

Treasury stock, 711,231 shares, at cost, as of June 30, 2022 and December 31, 2021, respectively

Additional paid-in capital

7 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

(Loss) income before income taxes

Income tax expense

Income tax (benefit) expense

Net (loss) income

7 unchanged sentences

(In Thousands)

Three months ended March 31,

Three months ended June 30,

Six months ended June 30,

Net (loss) income

Change in fair value of cash flow hedge, net of tax expense of $ 53 for the three months ended March 31, 2021

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

Total comprehensive (loss) income

13 unchanged sentences

Balance, March 31, 2022

Stock-based compensation

Issuance of restricted stock

Forfeiture of restricted stock

Payments related to tax withholding for stock-based compensation

Balance, June 30, 2022

Accumulated Other

7 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

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:

5 unchanged sentences

Amortization of ROU finance leases

Write-off of debt issuance costs upon debt modification

Amortization of deferred debt issuance costs

2 unchanged sentences

Gain on disposal of assets, net

Allowance for credit losses

Change in operating assets and liabilities:

Accounts receivable

Income tax receivable

Prepaid expenses and other

12 unchanged sentences

Cash flows from financing activities:

Borrowings from Credit Facility

Payments made on borrowings from Credit Facility

Borrowings on credit

Payments made on borrowings on credit

Loan costs from Credit Facility

3 unchanged sentences

Net cash used in financing activities

Net change in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash at beginning of period

Cash, cash equivalents and restricted cash at end of period

Net change in cash and cash equivalents

Cash and cash equivalents at beginning of period

Cash and cash equivalents at end of period

Cash paid during the period for:

35 unchanged sentences

Such adjustments are of a normal recurring nature.

Interim results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022.

Interim results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022.

In connection with preparing consolidated financial statements for each annual and interim reporting period, the Company is required to evaluate whether there are conditions or events, considered in aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued.

6 unchanged sentences

Generally, to be considered probable of being effectively implemented, the plans must have been approved before the date that the financial statements are issued.

The assessment of the liquidity and going concern requires the Company to make estimates of future activity and judgments about whether the Company has adequate liquidity to operate.

Significant assumptions used in the Company's forecasted model of liquidity include forecasted sales, costs, our ability to manage spending on capital expenditures, limit spending on the ERP system implementation and improve working capital.

Based on a careful assessment of these factors management believes that the Company will have adequate liquidity for its operations for at least the next 12 months.

The assessment of the liquidity and going concern requires the Company to make estimates of future activity and judgments about whether the Company is compliant with financial covenant calculations under its debt and other agreements and has adequate liquidity to operate.

Significant assumptions used in the Company's forecasted model of liquidity include forecasted sales, costs, our ability to manage spending on capital expenditures, our ability to repay amounts borrowed on our Credit Facility, limit spending on the ERP system implementation and improve working capital.

Based on an assessment of these factors, management believes that the Company will have adequate liquidity for its operations for at least the next 12 months.

Therefore, management’s conclusion is that substantial doubt is not raised as to the Company’s ability to continue as a going concern.

1 unchanged sentence

The preparation of condensed consolidated financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of

revenues and expenses during the reporting period.

Management’s estimates, judgments and assumptions are continually evaluated based on available information and experience;

11 unchanged sentences

The Company’s projects are typically brief in duration, but occasionally, span a period of over 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.

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 revenue 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.

9 unchanged sentences

The effect of changes in estimates of contract revenue or contract costs is recognized as an adjustment to recognized revenue on a cumulative catch-up basis.

When the Company anticipates a loss on a contract that is not yet complete, it recognizes the entire loss in the period in which such

losses are determined.

When the Company anticipates a loss on a contract that is not yet complete, it recognizes the entire loss in the period in which such losses are determined.

Revenue is recorded net of any sales taxes collected and paid on behalf of the customer, if applicable.

16 unchanged sentences

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

Cash equivalents at March 31, 2022 and December 31, 2021 consisted primarily of overnight bank deposits.

Cash equivalents at June 30, 2022 and December 31, 2021 consisted primarily of overnight bank deposits.

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, 2022 and December 31, 2021.

The Company has significant investments in billed and unbilled receivables as of June 30, 2022 and December 31, 2021.

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

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 both March 31, 2022 and December 31, 2021, the Company has recorded an allowance for credit losses of $ 0.3 million.

As of June 30, 2022 and December 31, 2021, the Company has recorded an allowance for credit losses of $ 0.4 million and $ 0.3 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, 2022 totaled $ 43.5 million, of which $ 5.2 million is expected to be collected beyond March 31, 2023.

Retainage at June 30, 2022 totaled $ 49.9 million, of which $ 5.7 million is expected to be collected beyond June 30, 2023.

Retainage at December 31, 2021 totaled $ 41.4 million.

10 unchanged sentences

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 March 31, 2022 or December 31, 2021.

The Company did not recognize any environmental liabilities as of June 30, 2022 or December 31, 2021.

Fair Value Measurements

32 unchanged sentences

If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset.

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, 2022 or December 31, 2021.

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 June 30, 2022 or December 31, 2021.

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

18 unchanged sentences

This method assumes that if a company owns intellectual property, it does not have to “rent” the asset and is, therefore, “relieved” from paying a royalty.

Once a supportable royalty rate is determined, the rate is then applied to the projected revenues over the expected remaining life of the intangible assets to estimate the royalty savings.

Once a supportable royalty rate is determined, the rate

is then applied to the projected revenues over the expected remaining life of the intangible assets to estimate the royalty savings.

This approach is dependent on a number of factors, including estimates of future growth and trends, royalty rates, discount rates and other variables.

6 unchanged sentences

Changes in these assumptions can cause significant fluctuations in the fair value of the option award.

The fair value of restricted stock grants is equivalent to the fair value of the stock issued on the date of grant and is measured as the closing price of the stock on the date of grant.

The fair value of restricted stock grants and restricted stock units is equivalent to the fair value of the stock issued on the date of grant and is measured as the closing price of the stock on the date of grant.

Compensation expense is recognized only for stock-based payments expected to vest.

36 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 $ 5.2 million and $ 19.8 million at March 31, 2022 and December 31, 2021, respectively, reflected as a component of accrued liabilities in the condensed consolidated balance sheet.

The total accrual for insurance claims receivable was $ 1.6 million and $ 13.3 million at March 31, 2022 and December 31, 2021, respectively, reflected as a component of other current accounts receivable in the condensed consolidated balance sheet.

The total accrual for insurance claims liabilities was $ 4.6 million and $ 19.8 million at June 30, 2022 and December 31, 2021, respectively, reflected as a component of accrued liabilities in the condensed consolidated balance sheet.

The total accrual for insurance claims receivable was $ 0.5 million and $ 13.3 million at June 30, 2022 and December 31, 2021, respectively, reflected as a component of other current accounts receivable in the condensed consolidated balance sheet.

Contract revenues are recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

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 current receivables (trade and retainage) at March 31, 2022 and December 31, 2021, respectively:

March 31, 2022

The table below presents the concentrations of current receivables (trade and retainage) at June 30, 2022 and December 31, 2021, respectively:

June 30, 2022

December 31, 2021

6 unchanged sentences

Net receivables

At both March 31, 2022 and December 31, 2021, 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, 2022 and 2021, respectively:

Three months ended March 31,

At both June 30, 2022 and December 31, 2021, 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 and six months ended June 30, 2022 and 2021, 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, 2022, one customer in the Federal Government category accounted for 10.4 % of total contract revenues.

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

In the three and six months ended June 30, 2022 and 2021, no single customer exceeded 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 0.4 % and 1.6 % of total revenues for the three months ended March 31, 2022 and 2021, respectively, and were primarily located in the Caribbean Basin and Mexico.

Contract revenues generated outside the United States totaled 1.0 % and 0.2 % of total revenues for the three months ended June 30, 2022 and 2021, respectively, and 0.7 % and 0.9 % for the six months ended June 30, 2022 and 2021, respectively, and were primarily located in the Caribbean Basin and Mexico.

Contracts in Progress

Contracts in progress are as follows at March 31, 2022 and December 31, 2021:

Contracts in progress are as follows at June 30, 2022 and December 31, 2021:

Costs incurred on uncompleted contracts

6 unchanged sentences

Contract liabilities

Included in contract assets is approximately $ 5.3 million and $ 3.8 million at March 31, 2022 and December 31, 2021, respectively, related to claims and unapproved change orders.

Included in contract assets is approximately $ 9.3 million and $ 3.8 million at June 30, 2022 and December 31, 2021, respectively, related to claims and unapproved change orders.

See Note 2 to the Company’s 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, 2022, the aggregate amount of the remaining performance obligations was approximately $ 604.1 million.

As of June 30, 2022, the aggregate amount of the remaining performance obligations was approximately $ 603.2 million.

Of this amount, the current expectation of the Company is that it will recognize $ 487.1 million, or 81 %, 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, 2022 and December 31, 2021:

The following is a summary of property and equipment at June 30, 2022 and December 31, 2021:

Automobiles and trucks

6 unchanged sentences

Construction in progress

For the three months ended March 31, 2022 and 2021, depreciation expense was $ 5.2 million and $ 5.3 million, respectively.

For the three months ended June 30, 2022 and 2021, depreciation expense was $ 5.0 million and $ 5.2 million, respectively.

For the six months ended June 30, 2022 and 2021, depreciation expense was $ 10.2 million and $ 10.6 million, respectively.

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

Substantially all of the assets of the Company are pledged as collateral under the Company’s Credit Agreement (as defined in Note 11 ).

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 accumulation were removed from the balance sheet and the Company recognized a net gain on the sale of $ 6.8 million.

Substantially all of the Company’s long-lived assets are located in the United States.

1 unchanged sentence

Other Current Accounts Receivable

Other current accounts receivable at March 31, 2022 and December 31, 2021 consisted of the following:

March 31, 2022

Other current accounts receivable at June 30, 2022 and December 31, 2021 consisted of the following:

June 30, 2022

December 31, 2021

11 unchanged sentences

Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

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, 2022 and December 31, 2021:

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.

Fair Value Measurements

Carrying Value

March 31, 2022

June 30, 2022

Cash surrender value of life insurance policy

1 unchanged sentence

Cash surrender value of life insurance policy

Our concrete segment has life insurance policies with a combined face value of $ 11.1 million as of March 31, 2022.

Our concrete segment has life insurance policies with a combined face value of $ 11.1 million as of June 30, 2022.

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.

6 unchanged sentences

Other Fair Value Measurements

The fair value of the Company’s debt at March 31, 2022 and December 31, 2021 approximated its carrying value of $ 28.6 million and $ 39.4 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, 2022 and December 31, 2021 approximated its carrying value of $ 33.5 million and $ 39.4 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.

Goodwill and Intangible Assets

Intangible Assets

10 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, 2022, $ 0.3 million of amortization expense was recognized for these assets.

For the six months ended June 30, 2022, $ 0.6 million of amortization expense was recognized for these assets.

Future expense remaining of approximately $ 1.0 million will be amortized as follows:

1 unchanged sentence

Accrued Liabilities

Accrued liabilities at March 31, 2022 and December 31, 2021 consisted of the following:

March 31, 2022

Accrued liabilities at June 30, 2022 and December 31, 2021 consisted of the following:

June 30, 2022

December 31, 2021

9 unchanged sentences

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

Long-term Debt and Line of Credit

The Company entered into an amended syndicated credit agreement (the “Credit Agreement” also known as the “Fourth Amendment”) on July 31, 2018 with Regions Bank, as administrative agent and collateral agent, and the following co-syndication agents:

13 unchanged sentences

The new debt issuance costs of approximately $ 1.0 million, inclusive of appraisal and bank consulting fees, related to the execution of the Ninth Amendment will be amortized through the maturity date.

The quarterly weighted average interest rate for the Credit Facility as of March 31, 2022 was 4.73 %.

The quarterly weighted average interest rate for the Credit Facility as of June 30, 2022 was 5.19 %.

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

March 31, 2022

June 30, 2022

December 31, 2021

15 unchanged sentences

The revolving line of credit termination date is the earlier of the Credit Facility termination date, July 31, 2023, or the date the outstanding balance is permanently reduced to zero, in accordance with the terms of the amended Credit Facility.

As of March 31, 2022, the Company had $ 27.4 million of borrowings under the revolving line of credit.

There were $ 1.7 million in outstanding letters of credit as of March 31, 2022, which reduced the maximum borrowing

availability on the revolving line of credit to $ 13.4 million.

During the three months ended March 31, 2022, the Company made payments of $ 11.6 million on the revolving line of credit.

As of June 30, 2022, the Company had $ 32.4 million of borrowings under the revolving line of credit.

There were $ 1.7 million in outstanding letters of credit as of June 30, 2022, which reduced the maximum borrowing availability on the revolving line of credit to $ 8.4 million.

During the six months ended June 30, 2022, the Company drew down $ 5.0 million for general corporate purposes and made payments of $ 11.6 million on the revolving line of credit which resulted in a net decrease of $ 6.6 million.

The Company has entered into debt agreements with De Lage Landen Financial Services, Inc.

and Mobilease for the purpose of financing equipment purchased.

As of March 31, 2022, the carrying value of this debt is $ 1.2 million.

As of June 30, 2022, the carrying value of this debt is $ 1.1 million.

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

2 unchanged sentences

• Consolidated EBITDA minimum of:

- Fiscal Quarter Ending March 31, 2022 - $ 2.6 million

- Fiscal Quarter Ending June 30, 2022 - $ 7.7 million on a year-to-date basis

8 unchanged sentences

and events constituting a change of control.

The Company was in compliance with all financial covenants as of March 31, 2022.

The Company was in compliance with all financial covenants as of June 30, 2022.

Other Long-Term Liabilities

Other long-term liabilities at March 31, 2022 and December 31, 2021 consisted of the following:

March 31, 2022

Other long-term liabilities at June 30, 2022 and December 31, 2021 consisted of the following:

June 30, 2022

December 31, 2021

8 unchanged sentences

Under the Lease Agreement, the Company has two consecutive options to extend the term of the Lease by ten years for each such option.

This transaction was recorded as a failed sale-

This transaction was recorded as a failed sale-leaseback.

The Company recorded a liability for the amounts received, will continue to depreciate the non-land portion of the asset, and has imputed an interest rate so that the net carrying amount of the financial liability and remaining assets will be zero at the end of the initial lease term.

1 unchanged sentence

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, 2022 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 effective rate for the three and six months ended June 30, 2022 differed from the Company’s statutory federal rate of 21 % primarily due to the tax impact from 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.

1 unchanged sentence

The Company considers the scheduled reversal of deferred tax liabilities, available carryback periods, and tax-planning strategies in making this assessment.

For the period ended March 31, 2022 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, 2022 remains appropriate.

The Company does not expect that unrecognized tax benefits as of March 31, 2022 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.

For the period ended June 30, 2022 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 June 30, 2022 remains appropriate.

The Company does not expect that unrecognized tax benefits as of June 30, 2022 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.

3 unchanged sentences

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, 2022 and 2021, the Company had 680,447 and 915,489 securities, respectively, that were potentially dilutive in earnings per share calculations.

For the three months ended June 30, 2022 and 2021, the Company had 662,289 and 893,604 securities, respectively, that were potentially dilutive in earnings per share calculations.

For the six months ended June 30, 2022 and 2021, the Company had 671,318 and 904,486 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, 2022 and 2021.

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, 2022 and 2021.

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

4 unchanged sentences

Stock-Based Compensation

The Compensation Committee of the Company’s Board of Directors is responsible for the administration of the Company’s stock incentive plans, which include the balance of shares remaining under the 2011 Long Term Incentive Plan (the "2011 LTIP") and 2017 Long Term Incentive Plan (the "2017 LTIP"), which was approved by shareholders in May 2017 and authorized the maximum aggregate number of shares to be issued of 2,400,000 .

In general, the Company’s 2017 LTIP provides for grants of restricted stock, performance based units and stock options to be issued with a per-share price equal to the fair market value of a share of common stock on the date of grant.

The Compensation Committee of the Company’s Board of Directors is responsible for the administration of the Company’s stock incentive plans, which include the balance of shares remaining under the 2022 Long Term Incentive Plan (the "2022 LTIP"), which was approved by shareholders in May 2022 and authorized the maximum aggregate number of shares to be issued of 2,175,000 plus any shares available for grant under prior long term incentive plans as of the date the 2022 LTIP was approved, and any shares subject to awards granted under the prior plans that expire or are cancelled, forfeited, exchanged, settled in cash or otherwise terminated.

In general , the Company’s 2022 LTIP provides for grants of restricted stock, performance based awards and stock options to be issued with a per-share price not less than the fair market value of a share of common stock on the date of grant.

Option terms are specified at each grant date but generally are 10 years from the date of issuance.

1 unchanged sentence

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 both the three months ended March 31, 2022 and 2021, compensation expense related to stock-based awards outstanding was $ 0.4 million.

In both the three months ended March 31, 2022 and 2021, payments related to tax withholding for stock-based compensation for certain officers of the Company was less than $ 0.1 million.

In January 2022, the Company granted an independent director 8,929 shares of restricted common stock, which vested immediately on the date of grant.

The fair value of all shares awarded on the date of grant was $ 3.36 per share.

In the three months ended March 31, 2022, there were no options exercised.

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

At March 31, 2022, total unrecognized compensation expense related to unvested stock was approximately $ 2.7 million, which is expected to be recognized over a period of approximately 2.0 years.

In the three months ended June 30, 2022 and 2021, compensation expense related to stock-based awards outstanding was $ 0.8 million and $ 1.2 million, respectively.

In the six months ended June 30, 2022 and 2021, compensation expense related to stock-based awards outstanding was $ 1.2 million and $ 1.6 million, respectively.

In the three and six months ended June 30, 2022 and 2021, payments related to tax withholding for stock-based compensation for certain officers of the Company was $ 0.1 million and $ 0.2 million, respectively.

In January 2022, the Company granted an independent director 8,929 shares of restricted common stock, which vested immediately on the date of grant and had a fair value on the date of grant of $ 3.36 per share.

In May 2022, independent directors as well as Mr.

Shanfelter, the Company’s Executive Chairman, Interim Chief Executive Officer and Interim Chief Financial Officer, were awarded an aggregate of 623,655 shares of restricted common stock.

The total number included 193,548 shares, which were awarded to the six independent directors and vested immediately on the date of the grant, as well as 430,107 shares of time-vested restricted stock units awarded to Mr.

The time-vested restricted stock units will vest as follows:

(1) 179,211 will cliff vest and will be settled in stock, unless the Company's Compensation Committee exercises its discretion to settle all or a portion in cash (on a one-for-one basis), provided Mr.

Shanfelter fulfills his term as Interim Chief Executive Officer, which the Company expects to occur prior to April 6, 2023 and (2) 250,896 will cliff vest and will be settled in stock, unless the Company's Compensation Committee exercises its

discretion to settle all or a portion in cash (on a one-for-one basis), provided Mr.

Shanfelter fulfills his term as Executive Chairman, which the Company expects to occur prior to April 6, 2023.

The fair value on the date of the grant of all shares awarded in May 2022 was $ 2.79 per share.

In the three and six months ended June 30, 2022, there were no options exercised.

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.

At June 30, 2022, total unrecognized compensation expense related to unvested stock was approximately $ 2.1 million, which is expected to be recognized over a period of approximately 1.4 years.

Commitments and Contingencies

1 unchanged sentence

Boyd, was consumed by a fire while working on a project in the Port of Corpus Christi.

Five crewmembers were killed, several more were injured, some seriously,

and the vessel was declared a total loss.

Five crewmembers were killed, several more were injured, some seriously, and the vessel was declared a total loss.

This incident also resulted in the discharge of approximately 18,000 gallons of oil, diesel fuel and contaminated water into the Corpus Christi Ship Channel, all of which was promptly cleaned up.

8 unchanged sentences

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

As of March 31, 2022, we have recognized $ 206.5 million in total liabilities with respect to this incident, which includes approximately $ 206.0 million paid by the Company to date including full settlements with crewmembers and wreck removal costs, and accruals totaling approximately $ 0.5 million for outstanding claims.

As of June 30, 2022, the Company has recognized $ 206.4 million in total liabilities with respect to this incident, which includes approximately $ 206.0 million paid by the Company to date including full settlements with crewmembers and wreck removal costs, and accruals totaling approximately $ 0.3 million for outstanding claims.

All claims arising from the August 21, 2020 incident have been settled within insurance coverage limits, the carriers of such insurance have reimbursed the Company $ 204.9 million, to date, and the Company remains confident that it otherwise has adequate vessels, equipment, and personnel to fulfill all ongoing, booked and reasonably foreseeable work.

2 unchanged sentences

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, 2022, the current portion of the notes receivable was $ 0.8 million and the non-current portion was $ 0.9 million, net of $ 0.1 million of unamortized discount.

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

As of June 30, 2022, the current portion of the notes receivable was $ 0.8 million and the non-current portion was $ 0.7 million, net of $ 0.1 million of unamortized discount.

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

6 unchanged sentences

Three months ended

Six months ended

Contract revenues

6 unchanged sentences

Property and equipment, net

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 $ 2.9 million the three months ended March 31, 2021.

There were none and less than $ 0.1 million in intersegment revenues between the Company’s two reportable segments for the three months ended March 31, 2022 and 2021, respectively.

The marine segment had foreign revenues of $ 0.7 million and $ 2.4 million for the three months ended March 31, 2022 and 2021, respectively.

There were $ 0.1 million and less than $ 0.1 million in intersegment revenues between the Company’s two reportable segments for the three months ended June 30, 2022 and 2021, respectively.

There were $ 0.1 million and less than $ 0.1 million in intersegment revenues between the Company’s two reportable segments for the six months ended June 30, 2022 and 2021, respectively.

The marine segment had foreign revenues of $ 1.9 million and $ 0.4 million for the three months ended June 30, 2022 and 2021, respectively.

The marine segment had foreign revenues of $ 2.6 million and $ 2.8 million for the six months ended June 30, 2022 and 2021, 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 $ 9.5 million as of March 31, 2022 and December 31, 2021, respectively.

(2) Financing lease right-of-use assets are recorded net of accumulated amortization of $ 3.4 million and $ 2.7 million as of March 31, 2022 and December 31, 2021, respectively.

(1) Operating lease right-of-use assets are recorded net of accumulated amortization of $ 8.8 million and $ 9.5 million as of June 30, 2022 and December 31, 2021, respectively.

(2) Financing lease right-of-use assets are recorded net of accumulated amortization of $ 3.5 million and $ 2.7 million as of June 30, 2022 and December 31, 2021, 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,

2022 (excluding the three months ended March 31, 2022)

2022 (excluding the six months ended June 30, 2022)

Total future minimum lease payments

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Long-term lease obligations

Subsequent Events

Effective April 6, 2022, Mark R.

Stauffer, the President, Chief Executive Officer, and Interim Chief Financial Officer of the Company, and a member of its Board of Directors, separated from the Company in all capacities.

Effective April 6, 2022, the Board appointed Austin J.

Shanfelter, age 64, as the Company’s Interim Chief Executive Officer and Interim Chief Financial Officer.

Shanfelter is currently the Chairman of the Company’s Board of Directors, and he will also continue to serve in that capacity.

In connection with Mr.

Shanfelter’s appointment, the Board has designated Richard L.

Daerr, Jr., a current member of the Board, as Lead Independent Director.

In connection with Mr.

Stauffer’s separation from the Company, he and the Company entered into a consulting agreement effective April 6, 2022 (the “Consulting Agreement”).

Pursuant to the terms of the Consulting Agreement, Mr.

Stauffer has agreed to provide transition assistance to Mr.

Shanfelter in his role as Interim Chief Executive Officer and Interim Chief Executive Officer through June 30, 2022, for a weekly fee of $ 13,900 .

Stauffer and the Company also entered into a Separation and General Release Agreement, effective April 6, 2022 (the “Separation Agreement”).

Pursuant to the terms of the Separation Agreement, in consideration for signing a customary general release and waiver of claims, Mr.

Stauffer will receive (i) the cash severance payments due him under the terms of his Employment Agreement with the Company, dated January 1, 2015, as amended by the First through Fourth Amendments, as previously disclosed by the Company, (ii) accelerated vesting of certain outstanding equity awards which were scheduled to vest on or prior to August 31, 2022, and (iii) the unmodified right to exercise any previously vested stock options.

The Company will incur expenses of approximately $ 1.1 million, primarily in the second fiscal quarter of 2022, related to the Separation Agreement.

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