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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

 

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

 

For the quarterly period ended September 30, 2024

OR

 

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

 

For the transition period from to

Commission file number: 001-33225

img153258958_0.jpg

Great Lakes Dredge & Dock Corporation

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

20-5336063

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

 

 

9811 Katy Freeway, Suite 1200, Houston, TX

 

77024

(Address of principal executive offices)

 

(Zip Code)

(346) 359-1010

(Registrant’s telephone number, including area code)

 

 

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

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Stock (Par Value $0.0001)

 

GLDD

 

Nasdaq Stock Market, LLC

 

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

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

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

Large accelerated filer

 

 

Accelerated filer

 

Non-accelerated filer

 

 

Smaller reporting company

 

Emerging growth company

 

 

 

 

 

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

 

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

 

As of November 1, 2024, 67,272,067 shares of the Registrant’s Common Stock, par value $.0001 per share, were outstanding.

 


 

Great Lakes Dredge & Dock Corporation and Subsidiaries

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

Securities Exchange Act of 1934

For the Quarterly Period ended September 30, 2024

INDEX

 

 

 

 

 

Page

 

 

 

 

 

 

 

Part I Financial Information (Unaudited)

 

3

 

 

 

 

 

Item 1

 

Financial Statements

 

3

 

 

 

 

 

 

 

Condensed Consolidated Balance Sheets at September 30, 2024 and December 31, 2023

 

3

 

 

 

 

 

 

 

Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2024 and 2023

 

4

 

 

 

 

 

 

 

Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2024 and 2023

 

5

 

 

 

 

 

 

 

Condensed Consolidated Statements of Equity for the Three and Nine Months Ended September 30, 2024 and 2023

 

6

 

 

 

 

 

 

 

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 2023

 

7

 

 

 

 

 

 

 

Notes to Condensed Consolidated Financial Statements

 

8

 

 

 

 

 

Item 2

 

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

 

19

 

 

 

 

 

Item 3

 

Quantitative and Qualitative Disclosures About Market Risk

 

27

 

 

 

 

 

Item 4

 

Controls and Procedures

 

27

 

 

 

 

 

 

 

Part II Other Information

 

28

 

 

 

 

 

Item 1

 

Legal Proceedings

 

28

 

 

 

 

 

Item 1A

 

Risk Factors

 

28

 

 

 

 

 

Item 2

 

Unregistered Sales of Equity Securities and Use of Proceeds

 

28

 

 

 

 

 

Item 3

 

Defaults Upon Senior Securities

 

28

 

 

 

 

 

Item 4

 

Mine Safety Disclosures

 

28

 

 

 

 

 

Item 5

 

Other Information

 

28

 

 

 

 

 

Item 6

 

Exhibits

 

29

 

 

 

 

 

 

 

Signature

 

30

 

 

 

 

 

 

2


 

PART I — Financial Information

Item 1. Financial Statements.

GREAT LAKES DREDGE & DOCK CORPORATION AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(Unaudited)

(in thousands, except per share amounts)

 

 

 

September 30,

 

 

December 31,

 

 

 

2024

 

 

2023

 

ASSETS

 

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

 

Cash and cash equivalents

 

$

12,037

 

 

$

22,841

 

Accounts receivable—net

 

 

42,506

 

 

 

54,810

 

Contract revenues in excess of billings

 

 

91,799

 

 

 

68,735

 

Inventories

 

 

34,961

 

 

 

33,912

 

Prepaid expenses

 

 

1,441

 

 

 

1,486

 

Other current assets

 

 

31,988

 

 

 

44,544

 

Total current assets

 

 

214,732

 

 

 

226,328

 

 

 

 

 

 

 

PROPERTY AND EQUIPMENT—Net

 

 

681,552

 

 

 

614,608

 

OPERATING LEASE ASSETS

 

 

66,522

 

 

 

88,398

 

GOODWILL

 

 

76,576

 

 

 

76,576

 

INVENTORIES—Noncurrent

 

 

84,016

 

 

 

86,325

 

OTHER

 

 

21,941

 

 

 

18,605

 

TOTAL

 

$

1,145,339

 

 

$

1,110,840

 

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

 

Accounts payable

 

$

94,612

 

 

$

83,835

 

Accrued expenses

 

 

44,062

 

 

 

37,361

 

Operating lease liabilities

 

 

23,435

 

 

 

28,687

 

Billings in excess of contract revenues

 

 

15,613

 

 

 

29,560

 

Total current liabilities

 

 

177,722

 

 

 

179,443

 

 

 

 

 

 

 

LONG-TERM DEBT

 

 

412,531

 

 

 

412,070

 

OPERATING LEASE LIABILITIES—Noncurrent

 

 

44,406

 

 

 

61,444

 

DEFERRED INCOME TAXES

 

 

73,501

 

 

 

62,232

 

OTHER

 

 

11,770

 

 

 

10,103

 

Total liabilities

 

 

719,930

 

 

 

725,292

 

 

 

 

 

 

 

COMMITMENTS AND CONTINGENCIES (Note 9)

 

 

 

 

 

 

EQUITY:

 

 

 

 

 

 

Common stock—$.0001 par value; 90,000 authorized, 67,272 and 66,623 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively.

 

 

7

 

 

 

6

 

Additional paid-in capital

 

 

320,971

 

 

 

317,337

 

Retained earnings

 

 

107,769

 

 

 

70,220

 

Accumulated other comprehensive loss

 

 

(3,338

)

 

 

(2,015

)

Total equity

 

 

425,409

 

 

 

385,548

 

TOTAL

 

$

1,145,339

 

 

$

1,110,840

 

 

See notes to unaudited condensed consolidated financial statements.

 

3


 

Great Lakes Dredge & Dock Corporation and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

(in thousands, except per share amounts)

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contract revenues

 

$

191,173

 

 

$

117,185

 

 

$

559,919

 

 

$

407,896

 

Costs of contract revenues

 

 

154,940

 

 

 

108,155

 

 

 

448,272

 

 

 

368,832

 

Gross profit

 

 

36,233

 

 

 

9,030

 

 

 

111,647

 

 

 

39,064

 

General and administrative expenses

 

 

19,815

 

 

 

14,188

 

 

 

52,087

 

 

 

41,667

 

Other gains

 

 

(276

)

 

 

(35

)

 

 

(3,198

)

 

 

(296

)

Operating income (loss)

 

 

16,694

 

 

 

(5,123

)

 

 

62,758

 

 

 

(2,307

)

Interest expense—net

 

 

(4,888

)

 

 

(2,762

)

 

 

(12,977

)

 

 

(9,322

)

Other income (expense)

 

 

200

 

 

 

(78

)

 

 

753

 

 

 

2,173

 

Income (loss) before income taxes

 

 

12,006

 

 

 

(7,963

)

 

 

50,534

 

 

 

(9,456

)

Income tax (provision) benefit

 

 

(3,154

)

 

 

1,809

 

 

 

(12,985

)

 

 

1,804

 

Net income (loss)

 

$

8,852

 

 

$

(6,154

)

 

$

37,549

 

 

$

(7,652

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings (loss) per share

 

$

0.13

 

 

$

(0.09

)

 

$

0.56

 

 

$

(0.12

)

Basic weighted average shares

 

 

67,217

 

 

 

66,532

 

 

 

67,021

 

 

 

66,419

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings (loss) per share

 

$

0.13

 

 

$

(0.09

)

 

$

0.55

 

 

$

(0.12

)

Diluted weighted average shares

 

 

67,830

 

 

 

66,532

 

 

 

67,687

 

 

 

66,419

 

 

See notes to unaudited condensed consolidated financial statements.

 

4


 

Great Lakes Dredge & Dock Corporation and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)

(in thousands)

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

8,852

 

 

$

(6,154

)

 

$

37,549

 

 

$

(7,652

)

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

 

 

(2,661

)

 

 

2,155

 

 

 

(1,323

)

 

 

1,724

 

Comprehensive income (loss)

$

6,191

 

 

$

(3,999

)

 

$

36,226

 

 

$

(5,928

)

 

(1)
Net of income tax benefit (provision) of $900 and $(728) for the three months ended September 30, 2024 and 2023, respectively. Net of income tax benefit (provision) of $447 and $(583) for the nine months ended September 30, 2024 and 2023, respectively.

See notes to unaudited condensed consolidated financial statements.

 

5


 

Great Lakes Dredge & Dock Corporation and Subsidiaries

Condensed Consolidated Statements of Equity

(Unaudited)

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

Shares of

 

 

 

 

 

Additional

 

 

 

 

 

Other

 

 

 

 

 

 

Common

 

 

Common

 

 

Paid-In

 

 

Retained

 

 

Comprehensive

 

 

 

 

 

 

Stock

 

 

Stock

 

 

Capital

 

 

Earnings

 

 

(Loss) Income

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE—January 1, 2024

 

 

66,623

 

 

$

6

 

 

$

317,337

 

 

$

70,220

 

 

$

(2,015

)

 

$

385,548

 

Share-based compensation

 

 

29

 

 

 

1

 

 

 

3,338

 

 

 

 

 

 

 

 

 

3,339

 

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

 

 

411

 

 

 

 

 

 

(1,332

)

 

 

 

 

 

 

 

 

(1,332

)

Exercise of options and purchases from employee stock plans

 

 

209

 

 

 

 

 

 

1,628

 

 

 

 

 

 

 

 

 

1,628

 

Net income

 

 

 

 

 

 

 

 

 

 

 

37,549

 

 

 

 

 

 

37,549

 

Other comprehensive loss—net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,323

)

 

 

(1,323

)

BALANCE—September 30, 2024

 

 

67,272

 

 

$

7

 

 

$

320,971

 

 

$

107,769

 

 

$

(3,338

)

 

$

425,409

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE—January 1, 2023

 

 

66,188

 

 

$

6

 

 

$

312,091

 

 

$

56,314

 

 

$

(191

)

 

$

368,220

 

Share-based compensation

 

 

45

 

 

 

1

 

 

 

3,728

 

 

 

 

 

 

 

 

 

3,729

 

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

 

 

156

 

 

 

 

 

 

(603

)

 

 

 

 

 

 

 

 

(603

)

Exercise of options and purchases from employee stock plans

 

 

223

 

 

 

 

 

 

551

 

 

 

 

 

 

 

 

 

551

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

(7,652

)

 

 

 

 

 

(7,652

)

Other comprehensive income—net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,724

 

 

 

1,724

 

BALANCE—September 30, 2023

 

 

66,612

 

 

$

7

 

 

$

315,767

 

 

$

48,662

 

 

$

1,533

 

 

$

365,969

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

Shares of

 

 

 

 

 

Additional

 

 

 

 

 

Other

 

 

 

 

 

 

Common

 

 

Common

 

 

Paid-In

 

 

Retained

 

 

Comprehensive

 

 

 

 

 

 

Stock

 

 

Stock

 

 

Capital

 

 

Earnings

 

 

(Loss) Income

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE—June 30, 2024

 

 

67,189

 

 

$

7

 

 

$

319,776

 

 

$

98,917

 

 

$

(677

)

 

$

418,023

 

Share-based compensation

 

 

8

 

 

 

 

 

 

942

 

 

 

 

 

 

 

 

 

942

 

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

 

 

-

 

 

 

 

 

 

(362

)

 

 

 

 

 

 

 

 

(362

)

Exercise of options and purchases from employee stock plans

 

 

75

 

 

 

 

 

 

615

 

 

 

 

 

 

 

 

 

615

 

Net income

 

 

 

 

 

 

 

 

 

 

 

8,852

 

 

 

 

 

 

8,852

 

Other comprehensive loss—net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,661

)

 

 

(2,661

)

BALANCE—September 30, 2024

 

 

67,272

 

 

$

7

 

 

$

320,971

 

 

$

107,769

 

 

$

(3,338

)

 

$

425,409

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE—June 30, 2023

 

 

66,492

 

 

$

7

 

 

$

314,321

 

 

$

54,816

 

 

$

(622

)

 

$

368,522

 

Share-based compensation

 

 

12

 

 

 

 

 

 

1,518

 

 

 

 

 

 

 

 

 

1,518

 

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

 

 

 

 

 

 

 

 

(61

)

 

 

 

 

 

 

 

 

(61

)

Exercise of options and purchases from employee stock plans

 

 

108

 

 

 

 

 

 

(11

)

 

 

 

 

 

 

 

 

(11

)

Net loss

 

 

 

 

 

 

 

 

 

 

 

(6,154

)

 

 

 

 

 

(6,154

)

Other comprehensive income—net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,155

 

 

 

2,155

 

BALANCE—September 30, 2023

 

 

66,612

 

 

$

7

 

 

$

315,767

 

 

$

48,662

 

 

$

1,533

 

 

$

365,969

 

 

See notes to unaudited condensed consolidated financial statements.

6


 

Great Lakes Dredge & Dock Corporation and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(in thousands)

 

 

 

Nine Months Ended

 

 

 

September 30,

 

 

 

2024

 

 

2023

 

OPERATING ACTIVITIES:

 

 

 

 

 

 

Net income (loss)

 

$

37,549

 

 

$

(7,652

)

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

 

 

 

 

 

 

Depreciation and amortization

 

 

32,217

 

 

 

32,320

 

Deferred income taxes

 

 

11,716

 

 

 

(1,804

)

Gain on sale of assets

 

 

(3,097

)

 

 

(296

)

Amortization of capitalized contract costs

 

 

12,841

 

 

 

6,582

 

Amortization of deferred financing fees

 

 

1,723

 

 

 

724

 

Share-based compensation expense

 

 

6,096

 

 

 

4,209

 

Changes in assets and liabilities:

 

 

 

 

 

-

 

Accounts receivable

 

 

12,304

 

 

 

15,654

 

Contract revenues in excess of billings

 

 

(23,064

)

 

 

16,632

 

Inventories

 

 

1,260

 

 

 

(10,352

)

Prepaid expenses and other current assets

 

 

(1,289

)

 

 

(10,195

)

Accounts payable and accrued expenses

 

 

12,255

 

 

 

(11,005

)

Billings in excess of contract revenues

 

 

(13,947

)

 

 

19,478

 

Other noncurrent assets and liabilities

 

 

(2,983

)

 

 

(4,718

)

Cash provided by operating activities

 

 

83,581

 

 

 

49,577

 

INVESTING ACTIVITIES:

 

 

 

 

 

 

Purchases of property and equipment

 

 

(102,532

)

 

 

(98,193

)

Proceeds from dispositions of property and equipment

 

 

9,329

 

 

 

1,215

 

Cash used in investing activities

 

 

(93,203

)

 

 

(96,978

)

FINANCING ACTIVITIES:

 

 

 

 

 

 

Deferred financing fees

 

 

(10,897

)

 

 

 

Taxes paid on settlement of vested share awards

 

 

(1,332

)

 

 

(603

)

Exercise of options and purchases from employee stock plans

 

 

1,628

 

 

 

551

 

Borrowing under revolving loans

 

 

31,000

 

 

 

120,000

 

Borrowing under Second Lien Credit Agreement

 

 

100,000

 

 

 

 

Repayments of revolving loans

 

 

(121,000

)

 

 

(65,000

)

Payments on finance lease obligations

 

 

(1,501

)

 

 

 

Cash (used in) provided by financing activities

 

 

(2,102

)

 

 

54,948

 

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

 

 

(11,724

)

 

 

7,547

 

Cash, cash equivalents and restricted cash at beginning of period

 

 

23,761

 

 

 

6,546

 

Cash, cash equivalents and restricted cash at end of period

 

$

12,037

 

 

$

14,093

 

 

 

 

 

 

 

 

Supplemental Cash Flow Information

 

 

 

 

 

 

Cash paid for interest

 

$

17,452

 

 

$

10,742

 

Cash paid for income taxes

 

$

1,491

 

 

$

281

 

 

 

 

 

 

 

 

Non-cash Investing and Financing Activities

 

 

 

 

 

 

Property and equipment purchased but not yet paid

 

$

3,320

 

 

$

5,191

 

 

See notes to unaudited condensed consolidated financial statements.

7


 

GREAT LAKES DREDGE & DOCK CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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

 

1.
Basis of presentation

The unaudited condensed consolidated financial statements and notes herein should be read in conjunction with the audited consolidated financial statements of Great Lakes Dredge & Dock Corporation and Subsidiaries (the “Company” or “Great Lakes”) and the notes thereto, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. The condensed consolidated financial statements included herein have been prepared by the Company without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to the SEC’s rules and regulations, although management believes that the disclosures are adequate and make the information presented not misleading. In the opinion of management, all adjustments, which are of a normal and recurring nature (except as otherwise noted), that are necessary to present fairly the Company’s financial position as of September 30, 2024 and December 31, 2023, and its results of operations for the three and nine months ended September 30, 2024 and 2023 and cash flows for the nine months ended September 30, 2024 and 2023 have been included.

The components of costs of contract revenues include labor, equipment (including depreciation, maintenance, insurance and long-term rentals), subcontracts, fuel, supplies, short-term rentals and project overhead. Hourly labor is generally hired on a project-by-project basis. Costs of contract revenues vary significantly depending on the type and location of work performed and assets utilized.

The Company has one operating segment which is also the Company’s reportable segment and reporting unit of which the Company tests goodwill for impairment. When conducting the annual impairment test for goodwill, the Company can choose to assess qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is below its carrying value. If a qualitative assessment determines an impairment is more likely than not, the Company is required to perform a quantitative impairment test. Otherwise, no further analysis is required. The Company also may elect to forego the qualitative and move directly to the quantitative impairment test. The Company performed its annual test of impairment as of July 1, 2024. The Company assessed qualitative factors for any indications of potential impairment of the reporting unit. Upon completing this assessment, it was determined that the fair value of the reporting unit is more likely than not greater than its carrying value as of the assessment date and, as a result, a quantitative test was not performed. The Company will continue to monitor for changes in facts or circumstances that may impact its estimates. The Company will perform its next scheduled annual impairment test of goodwill in the third quarter of 2025 should no triggering events occur which would require a test prior to the next annual test.

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

Recently Issued Accounting Pronouncements—In December 2023, Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, “Income Taxes (Topic 740)” (“ASU 2023-09”). The amendments in ASU 2023-09 address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. One of the amendments in ASU 2023-09 includes disclosure of, on an annual basis, a tabular rate reconciliation of (i) the reported income tax expense (or benefit) from continuing operations, to (ii) the product of the income (or loss) from continuing operations before income taxes and the applicable statutory federal income tax rate of the jurisdiction of domicile using specific categories, including separate disclosure for any reconciling items within certain categories that are equal to or greater than a specified quantitative threshold of 5%. ASU 2023-09 also requires disclosure of, on an annual basis, the year to date amount of income taxes paid (net of refunds received) disaggregated by federal, state, and foreign jurisdictions, including additional disaggregated information on income taxes paid (net of refunds received) to an individual jurisdiction equal to or greater than 5% of total income taxes paid (net of refunds received). The amendments in ASU 2023-09 are effective for annual periods beginning after December 15, 2024, and should be applied prospectively. Management is currently evaluating the impact of this guidance.

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280)” (“ASU 2023-07”). The amendments in ASU 2023-07 improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more decision-useful financial analyses. ASU 2023-07 requires a public entity to report a measure of segment profit or loss that the chief operating decision maker (CODM) uses to assess segment performance and make decisions about allocating resources. ASU 2023-07 also requires other specified segment items and amounts, such as depreciation, amortization, and depletion expense, to be disclosed under certain circumstances. The amendments in ASU 2023-07 also do not

8


 

change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, adopted retrospectively. ASU 2023-07 will not have an impact on our consolidated balance sheets, statements of operations or cash flows, but will affect our financial statement disclosures as discussed above.

Reclassifications—Certain reclassifications have been made to prior period condensed consolidated statements of cash flows to conform to current period presentation. These reclassifications have no effect on net cash flows.

2.
Earnings (loss) per share

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

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

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

8,852

 

 

$

(6,154

)

 

$

37,549

 

 

$

(7,652

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding — basic

 

 

67,217

 

 

 

66,532

 

 

 

67,021

 

 

 

66,419

 

Effect of stock options and restricted stock units

 

 

613

 

 

 

 

 

 

666

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding — diluted

 

 

67,830

 

 

 

66,532

 

 

 

67,687

 

 

 

66,419

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) per share — basic

 

$

0.13

 

 

$

(0.09

)

 

$

0.56

 

 

$

(0.12

)

Earnings (loss) per share — diluted

 

$

0.13

 

 

$

(0.09

)

 

$

0.55

 

 

$

(0.12

)

For the three and nine months ended September 30, 2023, respectively, 652 and 427 stock options (“NQSOs”) and restricted stock units (“RSUs”) were excluded from the diluted weighted average common shares outstanding because the Company incurred a loss during these periods.

For the three and nine months ended September 30, 2024, respectively, there were 56 and 59 stock options and restricted stock units excluded from the calculation of diluted earnings per share, based on the application of the treasury stock method, as such NQSOs and RSUs were determined to be anti-dilutive. For the three and nine months ended September 30, 2023, respectively, there were no NQSOs and RSUs excluded from the calculation of diluted earnings per share, based on the application of the treasury stock method, as such NQSOs and RSUs were determined to be anti-dilutive.

3.
Property and equipment

Property and equipment at September 30, 2024 and December 31, 2023 were as follows:
 

 

 

September 30,

 

 

December 31,

 

 

 

2024

 

 

2023

 

 

 

 

 

 

 

 

Land

 

$

9,348

 

 

$

9,348

 

Buildings and improvements

 

 

1,314

 

 

 

1,314

 

Furniture and fixtures

 

 

20,644

 

 

 

20,090

 

Operating equipment

 

 

920,618

 

 

 

803,954

 

Construction in progress

 

 

235,942

 

 

 

264,674

 

Total property and equipment

 

 

1,187,866

 

 

 

1,099,380

 

Accumulated depreciation

 

 

(506,314

)

 

 

(484,772

)

Property and equipment—net

 

$

681,552

 

 

$

614,608

 

 

 

9


 

4.
Accrued expenses

Accrued expenses at September 30, 2024 and December 31, 2023 were as follows:

 

 

September 30,

 

 

December 31,

 

 

 

2024

 

 

2023

 

 

 

 

 

 

 

 

Payroll and employee benefits

 

$

15,268

 

 

$

11,986

 

Insurance

 

 

14,397

 

 

 

12,521

 

Interest

 

 

5,962

 

 

 

2,388

 

Fuel hedge contracts

 

 

3,467

 

 

 

2,918

 

Income and other taxes

 

 

2,082

 

 

 

1,900

 

Finance lease liabilities

 

 

1,793

 

 

 

1,047

 

Contract reserves

 

 

-

 

 

 

3,964

 

Other

 

 

1,093

 

 

 

637

 

Total accrued expenses

 

$

44,062

 

 

$

37,361

 

 

 

5.
Long-term debt

Second lien credit agreement

On April 24, 2024, the Company, Great Lakes Dredge & Dock Company, LLC, NASDI Holdings, LLC, Great Lakes Environmental & Infrastructure Solutions, LLC, Great Lakes U.S. Fleet Management, LLC, and Drews Services LLC (collectively, the “Credit Parties”) entered into a $150.0 million second lien credit agreement (as amended, supplemented or otherwise modified from time to time, the “Second Lien Credit Agreement”) with Guggenheim Corporate Funding, LLC, on behalf of one or more clients, as the lender, and Guggenheim Credit Services, LLC as Administrative Agent, Collateral Agent and Lead Arranger (“GCS”). The material terms of the Second Lien Credit Agreement are summarized below.

The Second Lien Credit Agreement provides for (i) a senior secured second-lien term loan facility in an aggregate principal amount of $100.0 million, which was funded in full on the initial closing date (the “Closing Date”) and (ii) a senior secured second-lien delayed draw term loan facility in the aggregate principal amount up to $50.0 million, which is available to the Company for a period of 12 months following the Closing Date, subject to the terms and conditions as set forth therein. Net proceeds to the Company, after payment of original discount on the initial loans, a closing fee on the delayed draw facility and other debt issuance costs, including those associated with the ABL Amendment described below, were approximately $88.7 million.

The Second Lien Credit Agreement contains customary representations, mandatory prepayments and affirmative and negative covenants, including a minimum liquidity covenant that requires the Credit Parties to maintain consolidated liquidity of (a) $12.5 million at any time the fixed charge coverage ratio for the most recently ended four fiscal quarter period is less than 1.10 to 1.00 and (b) $50.0 million at any time the fixed charge coverage ratio for the most recently ended four fiscal quarters is greater than or equal to 1.10 to 1.00. For the first 18 months following the Closing Date, the Company may prepay all or a part of the loans under the Second Lien Credit Agreement by paying the principal amount of the loans to be prepaid plus a customary “make-whole” premium, subject to a make-whole carveout of up to $25.0 million (less the amount of any undrawn delayed draw term loan commitments at such time) at 103% with proceeds from a qualifying Maritime Administration (“MARAD”) financing. Thereafter, the Company may prepay all or a part of the loans under the Second Lien Credit Agreement by paying, (i) in months 19-30 following the Closing Date, 103% of the principal amount of the loans to be prepaid, plus accrued and unpaid interest and (ii) in months 31 to 42 after the Closing Date, 101% of the principal amount of loans to be prepaid, plus accrued and unpaid interest.

The Second Lien Credit Agreement also contains customary events of default (including non-payment of principal or interest on any material debt and breaches of covenants) as well as events of default relating to certain actions by the Company’s surety bonding providers. The obligations of the Credit Parties under the Second Lien Credit Agreement are unconditionally guaranteed, on a joint and several basis, by each borrower (other than the Company) and subsidiary guarantor under the ABL Credit Agreement (as defined below), each existing or future issuer or guarantor under the indenture governing the Company’s 5.25% Senior Notes due 2029, and each other existing and subsequently acquired or formed material direct or indirect wholly-owned domestic subsidiary of the Company.

The loans under the Second Lien Credit Agreement funded on the Closing Date were used to repay amounts outstanding under the ABL Credit Agreement, to pay fees and expenses associated with the transactions and for general corporate purposes, including to fund upcoming new build payments. The delayed draw portion of the term loans, if funded, will be used to fund future new build payments, ongoing working capital and for other general corporate purposes. The Second Lien Credit Agreement matures on the

10


 

earlier of April 24, 2029 and the date that is ninety-one (91) days prior to the scheduled maturity date of the Company’s 5.25% Senior Notes due 2029.

 

The obligations under the Second Lien Credit Agreement are secured on a second-priority basis by substantially all of the assets of the Credit Parties. The outstanding obligations thereunder shall be secured by a valid second priority perfected lien on substantially all of the U.S. flagged and located vessels of the Credit Parties and a valid perfected lien on all domestic accounts receivable and substantially all other assets of the Credit Parties, subject to the permitted liens and interests of other parties (including the Company’s surety bonding providers). Pursuant to the terms of that certain Intercreditor Agreement dated as of April 24, 2024, (as amended, restated, supplemented, or otherwise modified from time to time, the “Intercreditor Agreement”), by and between PNC Bank, National Association, as first lien agent, and GCS, as second lien agent, the obligations under the Second Lien Credit Agreement are subordinated to the first-priority liens securing the obligations under the ABL Credit Agreement.

 

Interest on the term loan facility under the Second Lien Credit Agreement is equal to either a base rate option (“Base Rate Loan”) or a Secured Overnight Financing Rate (“SOFR”) option (“Term SOFR Loan”) at the Company’s election. In the case of a Base Rate Loan, interest on the unpaid principal amount shall equal (i) the greatest of (a) the “Prime Rate” in the United States as quoted from time to time by The Wall Street Journal or the highest per annum rate of interest published by the Federal Reserve Board, (b) the federal funds effective rate (but not less than zero) plus 0.50% and (c) Term SOFR for a one-month interest period on such day, plus 1.00%, plus (ii) 6.75%. In the case of a Term SOFR Loan, interest on the unpaid principal amount shall equal the Term SOFR Reference Rate on the day that is two business days prior to the first day of such applicable interest period, plus 7.75%. In addition, the Company is required to pay a quarterly fee of 1.00% per annum on the undrawn commitments in respect of the delayed draw term loan facility.

 

The Company had $100.0 million and zero borrowings on the Second Lien Credit Agreement as of September 30, 2024 and December 31, 2023, respectively. The weighted average interest rate on the Second Lien Credit Agreement borrowings during the quarter ended September 30, 2024 is 13.02%.

Credit agreement

On April 24, 2024, the Credit Parties, PNC Bank, National Association (“PNC”), as agent for the lenders, and certain financial institutions party thereto entered into an amendment to the ABL Credit Agreement described below (the “ABL Amendment”). The ABL Amendment (w) eliminates the Company’s ability to increase the commitments under the senior secured revolving credit facility (x) modifies the pricing of loans and undrawn commitments as summarized below, (y) adds a minimum liquidity covenant, for so long as the Second Lien Credit Agreement has not been prepaid and terminated, that requires the Credit Parties to maintain consolidated liquidity of (a) $12.5 million at any time the fixed charge coverage ratio for the most recently ended four fiscal quarter period is less than 1.10 to 1.00 and (b) $50.0 million at any time the fixed charge coverage ratio for the most recently ended four fiscal quarters is greater than or equal to 1.10 to 1.00 and (z) makes certain other customary changes in connection with the Credit Parties’ entry into the Second Lien Credit Agreement. The Company has availability of up to $200.0 million for the issuance of letters of credit under the ABL Amendment.

 

The ABL Amendment modifies the Applicable Margin for Advances as follows: (i) following the ABL Amendment closing date through and including the date immediately prior to the date on which the Borrowing Base Certificate is required to be delivered for most recently completed fiscal quarter (commencing with the fiscal quarter ending on September 30, 2024) (the “Adjustment Date”), (a) the Applicable Margin for Domestic Rate Loans Advances is 1.50% and (b) the Applicable Margins for Term SOFR Rate Loans Advances is 2.50%, (ii) beginning as of the Adjustment Date, to the extent the quarterly average undrawn availability for the prior fiscal quarter is (x) greater than 66.7% of the Maximum Revolving Advance Amount, (a) the Applicable Margin for Domestic Rate Loans Advances is 1.25% and (b) the Applicable Margins for Term SOFR Rate Loans Advances is 2.25%; (y) to the extent the quarterly average undrawn availability for the prior fiscal quarter is less than or equal to 66.7% of the Maximum Revolving Advance Amount but greater than 33.3%, (a) the Applicable Margin for Domestic Rate Loans Advances is 1.50% and (b) the Applicable Margins for Term SOFR Rate Loans Advances is 2.50%; and (z) to the extent the quarterly average undrawn availability for the prior fiscal quarter is less than or equal to 33.3% of the Maximum Revolving Advance Amount, (a) Applicable Margin for Domestic Rate Loans Advances is 1.75% and (b) the Applicable Margin for Term SOFR Rate Loans Advances is 2.75%. Additionally, the Company has an option to borrow at Green Loan Advance Rates, each of which will be 0.05% lower than the corresponding applicable rate if the Company certifies that it will use such proceeds to invest in renewable energy and clean transportation projects and it complies with green loan principles.

 

On July 29, 2022, the Credit Parties entered into a second amended and restated revolving credit and security agreement (as amended, supplemented or otherwise modified from time to time, the “ABL Credit Agreement”) with certain financial institutions from time to time party thereto as lenders, PNC Bank, National Association, as Agent (the “Agent”), PNC Capital Markets, CIBC Bank USA, Bank of America, N.A. and Truist Securities, Inc., as Joint Lead Arrangers and Joint Bookrunners, CIBC Bank USA and Truist Bank as Co-Syndication Agents, Bank of America, N.A., as Documentation Agent and PNC Bank National Association, as Green Loan

11


 

Coordinator. The ABL Credit Agreement amends and restates the prior ABL Credit Agreement dated as of May 3, 2019 by and among the financial institutions from time to time party thereto as lenders, the Agent and the Credit Parties party thereto such that the terms and conditions of the prior credit agreement have been subsumed and replaced in their entirety by the terms and conditions of the ABL Credit Agreement, including the amount available under the revolving credit facility. The terms of the ABL Credit Agreement are summarized below.

The ABL Credit Agreement provides for a senior secured revolving credit facility in an aggregate principal amount of up to $300.0 million. The maximum borrowing capacity under the ABL Credit Agreement is determined by a formula and may fluctuate depending on the value of the collateral included in such formula at the time of determination.

The ABL Credit Agreement contains a green loan option where the Company can borrow at the lower interest rates described below so long as such funds are used to fund capital investments related to renewable energy and clean transportation projects and are consistent with green loan principles. The green loan option is subject to a $35.0 million sublimit.

The ABL Credit Agreement contains customary representations and affirmative and negative covenants, including a springing financial covenant that requires the Credit Parties to maintain a fixed charge coverage ratio (ratio of earnings before income taxes, depreciation and amortization, net interest expenses, non-cash charges and losses and certain other non-recurring charges, minus capital expenditures, income and franchise taxes, to net cash interest expense plus scheduled cash principal payments with respect to debt plus restricted payments paid in cash) of not less than 1.10 to 1.00. The springing financial covenant is triggered when the undrawn availability of the ABL Credit Agreement is less than 12.5% of the maximum loan amount for five consecutive days. The ABL Credit Agreement also contains customary events of default (including non-payment of principal or interest on any material debt and breaches of covenants) as well as events of default relating to certain actions by the Company’s surety bonding providers. The obligations of the Credit Parties under the ABL Credit Agreement are unconditionally guaranteed, on a joint and several basis, by each existing and subsequently acquired or formed material direct and indirect domestic subsidiary of the Company. Borrowings under the ABL Credit Agreement will be used to pay fees and expenses related to the ABL Credit Agreement, finance acquisitions permitted under the ABL Credit Agreement, finance ongoing working capital, for other general corporate purposes, and with respect to any green loan, fund capital investments related to renewable energy and clean transportation projects. The ABL Credit Agreement matures on the earlier of July 29, 2027 or the date that is ninety-one (91) days prior to the scheduled maturity date of the Company’s unsecured senior notes, which is currently June 1, 2029, if the Company fails to refinance its unsecured senior notes prior to their scheduled maturity date but only if such scheduled maturity date is prior to the maturity date of the ABL Credit Agreement.

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

The Company had zero and $90.0 million borrowings on the revolver as of September 30, 2024 and December 31, 2023, respectively. There were $43.4 million and $49.8 million letters of credit outstanding as of September 30, 2024 and December 31, 2023, respectively. The Company had $256.3 million and $122.3 million of availability under the ABL Amendment as of September 30, 2024 and December 31, 2023, respectively. Availability was suppressed by $0.3 and $37.9 million as of September 30, 2024 and December 31, 2023, respectively, as a result of certain limitations of borrowing related to reserves and compliance with the Company’s obligations set forth in the ABL Credit Agreement.

Capitalized terms used but not defined herein in Note 5, Long-term debt, shall have the meanings ascribed to such terms in the Second Lien Credit Agreement and the ABL Amendment, as applicable.

Senior Notes and subsidiary guarantors

In May 2021, the Company sold $325.0 million of unsecured 5.25% Senior Notes (the “2029 Notes”) pursuant to a private offering. The 2029 Notes were priced to investors at par and will mature on June 1, 2029. The Company used the net proceeds from the offering, together with cash on hand, to redeem all $325.0 million aggregate principal amount of its outstanding 8.00% Senior Notes due 2022.

The Company’s obligations under these 2029 Notes are guaranteed by each of the Company’s existing and future 100% owned domestic subsidiaries that are co-borrowers or guarantors under the ABL Amendment. Such guarantees are full, unconditional and joint and several. The parent company issuer has no independent assets or operations and all non-guarantor subsidiaries have been determined to be minor.

The weighted average interest rates on the Company’s outstanding borrowings, after adjusting for the effects of interest rate swaps, were 6.81%, and 5.57% as of September 30, 2024 and December 31, 2023, respectively.

12


 

6.
Fair value measurements

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

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

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

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

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

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

 

 

 

 

Fair Value at

 

 

 

Fair Value Hierarchy Levels

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2024

 

 

December 31, 2023

 

 

 

 

 

Assets

 

 

Liabilities

 

 

Assets

 

 

Liabilities

 

Derivatives designated as cash flow hedging instruments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fuel hedge contracts

 

2

 

$

 

 

$

3,467

 

 

$

 

 

$

2,918

 

Foreign currency exchange hedge contracts

 

2

 

 

2

 

 

 

21

 

 

 

358

 

 

 

 

Interest rate swaps

 

2

 

 

 

 

 

536

 

 

 

 

 

 

 

Total derivatives

 

 

 

$

2

 

 

$

4,024

 

 

$

358

 

 

$

2,918

 

 

Fuel hedge contracts

The Company is exposed to certain market risks, primarily commodity price risk as it relates to diesel fuel purchase requirements, which occur in the normal course of business. The Company enters into heating oil commodity swap contracts to hedge the risk that fluctuations in diesel fuel prices could have an adverse impact on cash flows associated with its domestic dredging contracts. The Company’s goal is to hedge approximately 80% of the eligible fuel requirements for work in dredging backlog.

As of September 30, 2024, the Company was party to various swap arrangements to hedge the price of a portion of its diesel fuel purchase requirements for work in its backlog to be performed through February 2026. As of September 30, 2024, there were 9.1 million gallons remaining on these contracts representing forecasted domestic fuel purchases through February 2026. Under these swap agreements, the Company will pay fixed prices ranging from $2.35 to $2.90 per gallon.

At September 30, 2024 and December 31, 2023, the fair value liabilities of the fuel hedge contracts were estimated to be $3.5 million and $2.9 million, respectively, and are recorded in accrued expenses in the condensed consolidated balance sheets. For fuel hedge contracts considered to be highly effective, the losses reclassified to earnings from changes in fair value of derivatives, net of cash settlements and taxes, for the nine months ended September 30, 2024 were $882. The remaining gains and losses included in accumulated other comprehensive loss at September 30, 2024 will be reclassified into earnings over the next seventeen months, corresponding to the period during which the hedged fuel is expected to be utilized. Changes in the fair value of fuel hedge contracts not considered highly effective are recorded as cost of contract revenues in the condensed consolidated statements of operations. The fair values of fuel hedges are corroborated using inputs that are readily observable in public markets; therefore, the Company determines fair value of these fuel hedges using Level 2 inputs.

13


 

Foreign currency exchange hedge contracts

The Company is exposed to certain market risks, including foreign currency exchange rate risks related to the purchase of new vessel build materials in Europe. The Company sometimes enters into foreign currency exchange forward contracts to hedge the risk that fluctuations in the Euro in relation to the US Dollar could have an adverse impact on cash flows associated with its equipment builds.

As of September 30, 2024, the Company was party to various foreign exchange forward contract arrangements to hedge the purchase of materials through November 2024. As of September 30, 2024, there were 2.9 million Euro of payments remaining on these hedge contracts. Under these hedge contracts, the Company will pay fixed prices ranging from $1.11 to $1.13 per Euro.

As of September 30, 2024, the fair value liability of foreign currency exchange hedge contracts was $21 and is recorded in accrued expenses in the condensed consolidated balance sheets. As of December 31, 2023, the fair value asset of foreign currency exchange hedge contracts was $358 and is recorded in prepaid expenses and other current assets in the condensed consolidated balance sheets. For foreign currency exchange hedge contracts considered to be highly effective, the losses reclassified to earnings from changes in fair value of derivatives, net of cash settlements and taxes, for the nine months ended September 30, 2024 were $42. The remaining gains and losses included in accumulated other comprehensive loss at September 30, 2024 will be reclassified into earnings over the next two months, corresponding to the period during which the hedged currency is expected to be utilized. Changes in the fair value of foreign currency exchange hedge contracts not considered highly effective are recorded as other expenses in the condensed consolidated statements of operations. The fair values of foreign currency exchange hedges are corroborated using inputs that are readily observable in public markets; therefore, the Company determines the fair value of these foreign currency exchange hedges using Level 2 inputs.

Interest rate swaps

The Company is exposed to certain market risks, including interest rate risks related to the floating interest rates on its variable rate debt. The Company has entered into interest rate swaps to convert a portion of its variable rate debt into fixed-rate debt and hedge the risk that fluctuations in interest rates could have an adverse impact on net interest expense.

As of September 30, 2024, the Company was party to two interest rate swaps with a total notional value of $75 million effective August 5, 2024 and a maturity date of August 24, 2026. Under these interest rate swaps, the Company will pay a weighted average fixed rate of 3.873% on the notional amount and receive payments from the counterparty based on the 30-day SOFR rate, effectively modifying the Company’s exposure to interest rate risk by converting a portion of its floating-rate debt to a weighted average fixed interest rate of 11.623%.

As of September 30, 2024 the fair value liability of the Company’s interest rate swaps was $536 and is recorded in accrued expenses in the condensed consolidated balance sheets. For interest rate swaps considered to be highly effective, the gains reclassified to earnings from changes in fair value of derivatives, net of cash settlements and taxes, for the nine months ended September 30, 2024 were $112. The remaining gains and losses included in accumulated other comprehensive loss at September 30, 2024 will be reclassified into earnings over the next twenty three months, corresponding to the period during which the interest rate swap is expected to be utilized. Changes in the fair value of interest rate swaps not considered highly effective are recorded as interest expense in the condensed consolidated statements of operations. The fair values of interest rate swaps are corroborated using inputs that are readily observable in public markets; therefore, the Company determines the fair value of these interest rate swaps using Level 2 inputs.

14


 

Accumulated other comprehensive income (loss)

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

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Derivatives:

 

 

 

 

 

 

 

 

 

 

 

 

Fuel Hedge Contracts

 

 

 

 

 

 

 

 

 

 

 

 

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

 

$

644

 

 

$

(297

)

 

$

882

 

 

$

1,507

 

Change in fair value of derivatives—net of tax

 

 

(2,993

)

 

 

3,271

 

 

 

(1,293

)

 

 

1,113

 

Net change in cash flow derivative fuel hedges—net of tax

 

$

(2,349

)

 

$

2,974

 

 

$

(411

)

 

$

2,620

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign Currency Exchange Hedge Contracts

 

 

 

 

 

 

 

 

 

 

 

 

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

 

$

 

 

$

(198

)

 

$

42

 

 

$

(519

)

Change in fair value of derivatives—net of tax

 

 

89

 

 

 

(621

)

 

 

(553

)

 

 

(377

)

Net change in cash flow derivative foreign currency hedges—net of tax

 

$

89

 

 

$

(819

)

 

$

(511

)

 

$

(896

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest Rate Swaps

 

 

 

 

 

 

 

 

 

 

 

 

Reclassification of derivative gains to earnings—net of tax

 

$

(112

)

 

$

 

 

$

(112

)

 

$

 

Change in fair value of derivatives—net of tax

 

 

(289

)

 

 

 

 

 

(289

)

 

 

 

Net change in cash flow derivative foreign currency hedges—net of tax

 

$

(401

)

 

$

 

 

$

(401

)

 

$

 

Total net change in cash flow derivative hedges - net of tax

 

$

(2,661

)

 

$

2,155

 

 

$

(1,323

)

 

$

1,724

 

 

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

 

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

 

 

September 30,

 

 

September 30,

 

 

 

Statement of Operations Location

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Derivatives:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fuel hedge contracts

 

Costs of contract revenues

 

$

861

 

 

$

(649

)

 

$

1,180

 

 

$

1,425

 

Foreign currency exchange hedge contracts

 

Other income (expense)

 

 

 

 

 

(13

)

 

 

56

 

 

 

(437

)

Interest rate swaps

 

Interest expense—net

 

 

(149

)

 

 

 

 

 

(149

)

 

 

 

 

Income tax (provision) benefit

 

 

180

 

 

 

(167

)

 

 

275

 

 

 

 

 

 

 

$

532

 

 

$

(495

)

 

$

812

 

 

$

988

 

 

Other financial instruments

The carrying value of financial instruments included in current assets and current liabilities approximates fair value due to the short-term maturities of these instruments. Based on timing of the cash flows and comparison to current market interest rates, the carrying values of the ABL Amendment and Second Lien Credit Agreement approximate fair value at September 30, 2024. In May 2021, the Company sold $325.0 million of the 2029 Notes, which were outstanding at September 30, 2024 (see Note 5, Long-term debt). The fair value of the 2029 Notes was $302.1 million at September 30, 2024, which is a Level 1 fair value measurement as the senior notes’ value was obtained using quoted prices in active markets. It is impracticable to determine the fair value of outstanding letters of credit or performance, bid and payment bonds due to uncertainties as to the amount and timing of future obligations, if any.

15


 

7.
Share-based compensation

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

The Prior Plan permitted the granting of stock options, stock appreciation rights, restricted stock and restricted stock units to the Company’s employees and directors for up to 3.3 million shares of common stock, plus an additional 1.7 million shares underlying equity awards issued under the 2007 Long-Term Incentive Plan. The Company may also issue share-based compensation as inducement awards to new employees upon approval of the Company’s board of directors and/or the applicable committee or committees thereof, as may be required.

During the nine months ended September 30, 2024, the Company granted 824 restricted stock units to certain employees. In addition, all non-employee directors on the Company’s board of directors are paid a portion of their board-related compensation in stock grants or restricted stock units. Compensation cost charged to expense related to share-based compensation arrangements was $3.5 million and $1.8 million for the three months ended September 30, 2024 and 2023, respectively. Compensation cost charged to expense related to share-based compensation arrangements was $6.1 million and $4.2 million for the nine months ended September 30, 2024 and 2023, respectively.

8.
Revenue

At September 30, 2024, the Company had $1.21 billion of remaining performance obligations, which the Company refers to as total dredging backlog. Total dredging backlog does not include $465.0 million of domestic low bids pending formal award and additional phases (“options”) pending on projects currently in dredging backlog at September 30, 2024. Additionally, it does not include $44.9 million of performance obligations or $12.7 million of options pending award related to offshore wind contracts. Approximately 18% of the Company’s dredging backlog at September 30, 2024 is expected to be completed during the remainder of 2024, with the remaining balance expected to be completed between 2025 and 2026.

Revenue by category

The following series of tables presents the Company's revenue disaggregated by several categories.

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

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

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

Revenues

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Dredging:

 

 

 

 

 

 

 

 

 

 

 

 

Capital—U.S.

 

$

108,682

 

 

$

54,602

 

 

$

249,329

 

 

$

125,234

 

Coastal protection

 

 

43,913

 

 

 

23,567

 

 

 

178,034

 

 

 

131,362

 

Maintenance

 

 

37,867

 

 

 

33,816

 

 

 

130,742

 

 

 

141,553

 

Rivers & lakes

 

 

711

 

 

 

5,200

 

 

 

1,814

 

 

 

9,747

 

Total revenues

 

$

191,173

 

 

$

117,185

 

 

$

559,919

 

 

$

407,896

 

 

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

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

Revenues

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Dredging:

 

 

 

 

 

 

 

 

 

 

 

 

Federal government

 

$

85,876

 

 

$

78,681

 

 

$

339,352

 

 

$

328,211

 

State and local government

 

 

39,330

 

 

 

33,316

 

 

 

108,493

 

 

 

74,497

 

Private

 

 

65,967

 

 

 

5,188

 

 

 

112,074

 

 

 

5,188

 

Total revenues

 

$

191,173

 

 

$

117,185

 

 

$

559,919

 

 

$

407,896

 

 

16


 

 

Accounts receivable at September 30, 2024 and December 31, 2023 are as follows:

 

 

September 30,

 

 

December 31,

 

 

 

2024

 

 

2023

 

Completed contracts

 

$

741

 

 

$

2,920

 

Contracts in progress

 

 

34,244

 

 

 

40,743

 

Retainage

 

 

7,885

 

 

 

11,511

 

 

 

 

42,870

 

 

 

55,174

 

Allowance for credit losses

 

 

(364

)

 

 

(364

)

 

 

 

 

 

 

 

Total accounts receivable—net

 

$

42,506

 

 

$

54,810

 

 

 

 

 

 

 

 

 

The components of contracts in progress at September 30, 2024 and December 31, 2023 are as follows:

 

 

September 30,

 

 

December 31,

 

 

 

2024

 

 

2023

 

Costs and earnings in excess of billings:

 

 

 

 

 

 

Costs and earnings for contracts in progress

 

$

306,386

 

 

$

206,330

 

Amounts billed

 

 

(231,134

)

 

 

(196,520

)

Costs and earnings in excess of billings for contracts in progress

 

 

75,252

 

 

 

9,810

 

Costs and earnings in excess of billings for completed contracts

 

 

16,547

 

 

 

58,925

 

Total contract revenues in excess of billings

 

$

91,799

 

 

$

68,735

 

 

 

 

 

 

 

 

Current portion of contract revenues in excess of billings

 

$

91,799

 

 

$

68,735

 

Long-term contract revenues in excess of billings

 

 

 

 

 

 

Total contract revenues in excess of billings

 

$

91,799

 

 

$

68,735

 

 

 

 

 

 

 

 

Billings in excess of costs and earnings:

 

 

 

 

 

 

Amounts billed

 

$

(94,545

)

 

$

(258,948

)

Costs and earnings for contracts in progress

 

 

78,932

 

 

 

229,388

 

Total billings in excess of contract revenues

 

$

(15,613

)

 

$

(29,560

)

 

 

At September 30, 2024 and December 31, 2023, costs to fulfill a contract with a customer recognized as an asset were $22.1 million and $22.2 million, respectively, and are recorded in other current assets and other noncurrent assets in the condensed consolidated balance sheets. These costs relate to pre-contract and pre-construction activities. During the three and nine months ended September 30, 2024, the Company amortized $4.4 million and $12.8 million, respectively, of pre-construction costs. During the three and nine months ended September 30, 2023, the Company amortized $1.6 million and $6.6 million, respectively, of pre-construction costs.

9.
Commitments and contingencies

Commercial commitments

Performance and bid bonds are customarily required for dredging and marine construction projects. The Company has bonding agreements with Argonaut Insurance Company, ACE Holdings, Liberty Mutual Insurance Company, Philadelphia Indemnity Insurance Company, Ascot Insurance Companies and AXIS Insurance Company under which the Company can obtain performance, bid and payment bonds. The Company also has outstanding bonds with Travelers Casualty and Surety Company of America, Berkley Insurance Company and Zurich American Insurance Company. Bid bonds are generally obtained for a percentage of bid value and amounts outstanding typically range from $1.0 million to $10.0 million. At September 30, 2024, the Company had outstanding performance bonds with a notional amount of approximately $1.32 billion. The revenue value remaining in dredging backlog related to the outstanding performance bonds totaled approximately $875.8 million.

17


 

Certain foreign projects performed by the Company have warranty periods, typically spanning between one to three years beyond project completion, whereby the Company retains responsibility to maintain the project site to certain specifications during the warranty period. Generally, any potential liability of the Company is mitigated by insurance, shared responsibilities with consortium partners, and/or recourse to owner-provided specifications.

Legal proceedings and other contingencies

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

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

Lease obligations

The Company leases certain operating equipment and office facilities under long-term operating and financing leases expiring at various dates through 2030. The equipment leases contain renewal or purchase options that specify prices at the then fair value upon the expiration of the lease terms. The leases also contain default provisions that are triggered by an acceleration of debt maturity under the terms of the Company’s ABL Amendment, or, in certain instances, cross default to other equipment leases and certain lease arrangements require that the Company maintain certain financial ratios comparable to those required by its ABL Amendment. Additionally, the leases typically contain provisions whereby the Company indemnifies the lessors for the tax treatment attributable to such leases based on the tax rules in place at lease inception. The tax indemnifications do not have a contractual dollar limit. To date, no lessors have asserted any claims against the Company under these tax indemnification provisions.

18


 

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

Cautionary note regarding forward-looking statements

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

These cautionary statements are being made pursuant to the Securities Act, the Exchange Act and the PSLRA with the intention of obtaining the benefits of the “safe harbor” provisions of such laws. Great Lakes cautions investors that any forward-looking statements made by Great Lakes are not guarantees or indicative of future performance. Important assumptions and other important factors that could cause actual results to differ materially from those forward-looking statements with respect to Great Lakes, include, but are not limited to, risks and uncertainties that are described in Item 1A. “Risk Factors” of Great Lakes’ Annual Report on Form 10-K for the year ended December 31, 2023 and in other securities filings by Great Lakes with the SEC.

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

General

Great Lakes is the largest provider of dredging services in the United States which is complemented with a long history of performing significant international projects. The Company is also fully engaged in expanding its core business into the rapidly developing offshore wind energy industry. The Company operates in one operating segment, which is also the Company’s one reportable segment and reporting unit.

Dredging generally involves the enhancement or preservation of the navigability of waterways or the protection of shorelines through the removal or replenishment of soil, sand or rock. Domestically, the Company's work generally is performed in coastal waterways and deep water ports. The U.S. dredging market consists of four primary types of work: capital, coastal protection, maintenance and rivers & lakes.

The Company’s bid market is defined as the aggregate dollar value of domestic dredging projects on which the Company bid or could have bid if not for capacity constraints or other considerations (“bid market”). The Company experienced an average combined bid market share in the U.S. of 33% over the three-year period ended December 31, 2023, including 36%, 56%, 23% and 22% of the domestic capital, coastal protection, maintenance and rivers & lakes sectors, respectively, exclusive of liquefied natural gas (“LNG”) projects.

The Company’s largest domestic customer is the U.S. Army Corps of Engineers (the “Corps”), which has responsibility for federally funded projects related to navigation and flood control of U.S. waterways. In the first nine months of 2024, the Company’s dredging revenues earned from contracts with federal government agencies, including the Corps as well as other federal entities such as the U.S. Coast Guard and the U.S. Navy, were approximately 61% of dredging revenues, which is below the average of the three-year period ended December 31, 2023 of 74%. The decrease in the federal government revenue percentage is a result of additional revenues from state and local governments and private customers in the first nine months of 2024.

The Company’s vessels are subject to periodic regulatory dry dock inspections to verify that the vessels have been maintained in accordance with the rules of the U.S. Coast Guard and the American Bureau of Shipping (“ABS”) and that recommended repairs have been satisfactorily completed. Regulatory dry dock frequency is a statutory requirement mandated by the U.S. Coast Guard and the ABS. The Company’s vessels undergo regulatory dry-docks every two to three years or every five years, depending on the vessel type and may also go into dry dock on an as-needed basis for upgrades, maintenance and repairs. During the third quarter of 2024, the Company commenced a regulatory dry dock inspection on one dredge, which was completed in the fourth quarter. By comparison, the

19


 

Company did not dry dock any vessels for regulatory inspections and dry docked one vessel for maintenance and repairs in the third quarter of 2023. The Company does not have any regulatory dry dock inspections planned for the remainder of 2024.

As of the end of the third quarter of 2024, the Company had one dredge cold stacked. The cold stacked equipment can be easily reactivated when market conditions are favorable for the Company. During the second quarter of 2024, the Company began the reactivation of one of the previously cold stacked vessels in anticipation of commencing a contract in 2025.

The Company continues to tender bids on several pending LNG projects in an effort to diversify and expand its client base. Included in the Company’s backlog are two LNG projects that were awarded in 2023, the Port Arthur LNG Phase 1 project and the Brownsville Ship Channel project for Next Decade Corporation’s Rio Grande LNG project, which is the largest project undertaken in Great Lakes' history. Dredging began on both capital projects during the third quarter of 2024.

The Company plans to participate in the offshore wind market, and in November 2021, the Company entered into a $197 million contract with Philly Shipyard to build the first U.S. flagged Jones Act compliant, inclined fall-pipe vessel for subsea rock installation for wind turbine foundations, the Acadia, which is expected to be delivered and operational in the second half of 2025. This vessel represents a significant critical advancement in building the U.S. logistics infrastructure to support the future of the new U.S. offshore wind industry. Offshore wind has been recognized around the world as a reliable source of renewable energy. The Company continues to pursue and tender bids, both domestically and internationally, for multiple offshore wind projects for the Acadia, to protect and stabilize offshore wind structures, cables and pipelines.

The offshore wind market reached historic milestones in the first quarter of 2024, with two commercial-scale offshore wind farms becoming operational and supplying power to the grid in New York and Massachusetts. New Jersey also awarded 3.7 gigawatts (“GW”) of Power Purchase Agreements in January 2024. On September 6, 2024, Massachusetts awarded 2.7 GW in total, which included 1.1 GW on the SouthCoast Wind project, 0.8 GW on New England Wind 1 and up to 0.8 GW on the Vineyard Wind 2 project, with Rhode Island awarding the remaining 0.2 GW on the SouthCoast Wind project. These projects are expected to power over 125,000 Rhode Island homes and 1.4 million Massachusetts homes.

 

In February 2024, the Vineyard Wind project, located about 14 miles off Martha’s Vineyard, completed installation of five turbines and is supplying power to the New England grid, while continuing to install additional turbines. In March 2024, the South Fork Wind project was completed, with all 12 offshore wind turbines constructed and the wind farm successfully delivering power to Long Island and the Rockaways. In June 2024, Equinor and Ørsted finalized power deals with New York State Energy Research & Development Authority for the Empire Wind I and Sunrise Wind projects. Notably, the Company has been awarded rock installation contracts for both projects, and expects to be using the Acadia to protect and stabilize foundations and cables for these projects with combined capacity of 1.7 GW. On July 17, 2024, construction began on the Sunrise Wind project which is expected to provide power to approximately 600,000 New York homes. Additionally, in July 2024, the Bureau of Ocean Energy Management approved the construction and operation of two offshore wind energy facilities, New England Wind 1 and 2, which are estimated to power close to a million homes. Atlantic Shores 1 and 2 Construction and Operations Plans were approved in October for 2.8 GW, which are estimated to power more than 1 million New Jersey homes.

 

The U.S. offshore wind development and operational pipeline expanded by 53% over the past year, now boasting a potential generating capacity of approximately 80.5 GW. This growth is attributed to new leasing areas and heightened sector investment. In addition to the U.S. offshore wind market, there are several other market opportunities that the Acadia is well suited for, such as rock placement in the international offshore wind market, rock protection over pipelines in the oil and gas and carbon capture markets and telecommunications and power cable protection. As such, we continue to pursue and bid on a number of other offshore wind farm and cable and pipeline protection projects for the Acadia, both domestically and internationally, with work planned for 2026 and beyond.
 

Post quarter end, we signed a vessel reservation agreement for the Acadia with an offshore wind developer for a project in the United States. This reservation agreement further demonstrates the unique proposition we bring to the U.S. offshore wind market and provides visibility for additional potential utilization.

 

20


 

Results of operations

The following tables set forth the components of net income (loss) and Adjusted EBITDA, as defined below, as a percentage of contract revenues for the three and nine months ended September 30, 2024 and 2023:

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

 

September 30,

 

 

September 30,

 

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

 

Contract revenues

 

 

100.0

%

 

 

100.0

%

 

 

100.0

 

%

 

100.0

 

%

Costs of contract revenues

 

 

(81.0

)

 

 

(92.3

)

 

 

(80.1

)

 

 

(90.4

)

 

Gross profit

 

 

19.0

 

 

 

7.7

 

 

 

19.9

 

 

 

9.6

 

 

General and administrative expenses

 

 

10.4

 

 

 

12.1

 

 

 

9.3

 

 

 

10.2

 

 

Other gains

 

 

(0.1

)

 

 

 

 

 

(0.6

)

 

 

(0.1

)

 

Operating income (loss)

 

 

8.7

 

 

 

(4.4

)

 

 

11.2

 

 

 

(0.5

)

 

Interest expense—net

 

 

(2.6

)

 

 

(2.4

)

 

 

(2.3

)

 

 

(2.3

)

 

Other income (expense)

 

 

0.1

 

 

 

(0.1

)

 

 

0.1

 

 

 

0.5

 

 

Income (loss) before income taxes

 

 

6.2

 

 

 

(6.9

)

 

 

9.0

 

 

 

(2.3

)

 

Income tax (provision) benefit

 

 

(1.6

)

 

 

1.5

 

 

 

(2.3

)

 

 

0.4

 

 

Net income (loss)

 

 

4.6

 

 

 

(5.4

)

 

 

6.7

 

 

 

(1.9

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

 

14.1

%

 

 

4.6

%

 

 

17.1

 

%

 

7.9

 

%

 

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

The following is a reconciliation of Adjusted EBITDA to net income (loss):

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

8,852

 

 

$

(6,154

)

 

$

37,549

 

 

$

(7,652

)

Adjusted for:

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense—net

 

 

4,888

 

 

 

2,762

 

 

 

12,977

 

 

 

9,322

 

Income tax (provision) benefit

 

 

3,154

 

 

 

(1,809

)

 

 

12,985

 

 

 

(1,804

)

Depreciation and amortization

 

 

10,089

 

 

 

10,533

 

 

 

32,217

 

 

 

32,320

 

Adjusted EBITDA

 

$

26,983

 

 

$

5,332

 

 

$

95,728

 

 

$

32,186

 

 

21


 

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

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

Revenues (in thousands)

 

2024

 

 

2023

 

 

Change

 

 

2024

 

 

2023

 

 

Change

 

Dredging:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital—U.S.

 

$

108,682

 

 

$

54,602

 

 

 

99.0

%

 

$

249,329

 

 

$

125,234

 

 

 

99.1

%

Coastal protection

 

 

43,913

 

 

 

23,567

 

 

 

86.3

%

 

 

178,034

 

 

 

131,362

 

 

 

35.5

%

Maintenance

 

 

37,867

 

 

 

33,816

 

 

 

12.0

%

 

 

130,742

 

 

 

141,553

 

 

 

(7.6

)%

Rivers & lakes

 

 

711

 

 

 

5,200

 

 

 

(86.3

)%

 

 

1,814

 

 

 

9,747

 

 

 

(81.4

)%

Total revenues

 

$

191,173

 

 

$

117,185

 

 

 

63.1

%

 

$

559,919

 

 

$

407,896

 

 

 

37.3

%

 

Total revenue was $191.2 million for the three months ended September 30, 2024, up $74.0 million, or 63%, from $117.2 million for the same period in the prior year. For the nine months ended September 30, 2024, total revenue was $559.9 million, up $152.0 million, or 37%, from $407.9 million for the same period in the prior year. For the three and nine months ended September 30, 2024, the Company experienced a significant increase in domestic capital and coastal protection revenues, due to a significant increase in capital and coastal protection project awards and the delivery of the Galveston Island, the Company’s newest hopper dredge which began operations in February 2024, as compared to the same periods in the prior year. These increases were partially offset by a decrease in rivers & lakes revenues during the three months ended September 30, 2024 and decreases in maintenance and rivers & lakes revenues during the nine months ended September 30, 2024.

Capital dredging consists primarily of port expansion projects, which involve the deepening of channels and berthing basins to allow access by larger, deeper draft ships and the provision of land fill used to expand port facilities. In addition to port work, capital projects also include coastal restoration and land reclamations, trench digging for pipelines, tunnels and cables, and other dredging related to the construction of breakwaters, jetties, canals and other marine structures. For the three months ended September 30, 2024, domestic capital dredging revenue was $108.7 million, up $54.1 million, or 99%, compared to $54.6 million for the same period in 2023. For the nine months ended September 30, 2024, domestic capital dredging revenue was $249.3 million, up $124.1 million, or 99%, compared to $125.2 million for the same period in the prior year. The increase in capital dredging revenues for the three and nine months ended September 30, 2024 was mostly due to a higher amount of revenue earned on projects in Texas in the current year periods when compared to the same periods in the prior year. These increases were partially offset by lower revenue earned on projects in Virginia and Florida in the current year periods.

Coastal protection projects involve moving sand from the ocean floor to shoreline locations where erosion threatens shoreline assets. Coastal protection revenue for the quarter ended September 30, 2024 was $43.9 million, an increase of $20.3 million, or 86%, compared to $23.6 million in the prior year period. The increase in coastal protection revenue for the three months ended September 30, 2024 was attributable to an increase in the amount of revenue earned on projects in Florida in the current year when compared to the prior year period. This increase was partially offset by lower revenue earned on projects in New York and New Jersey in the current quarter. Coastal protection revenue for the nine months ended September 30, 2024 was $178.0 million, an increase of $46.6 million, or 36%, compared to $131.4 million in the prior year period. The increase in coastal protection revenue for the nine months ended September 30, 2024 was attributable to an increase in revenue earned on projects in Florida and Alabama in the current year when compared to the prior year period. This increase was partially offset by lower revenue earned on projects in New York and New Jersey in the current year to date period.

Maintenance dredging consists of the re-dredging of previously deepened waterways and harbors to remove silt, sand and other accumulated sediments. Due to natural sedimentation, most channels generally require maintenance dredging every one to three years, thus creating a recurring source of dredging work that is typically non-deferrable if optimal navigability is to be maintained. In addition, severe weather such as hurricanes, flooding and droughts can also cause the accumulation of sediments and drive the need for maintenance dredging. Maintenance revenue for the third quarter of 2024 was $37.9 million, up $4.1 million, or 12%, from $33.8 million in the same period of 2023. The increase in maintenance revenues for the three months ended September 30, 2024 was mostly attributable to an increase in revenue earned on a project in Puerto Rico when compared with prior year quarter. Maintenance revenue for the nine months ended September 30, 2024 was $130.7 million, down $10.9 million, or 8%, from $141.6 million in the prior year period. The decrease in maintenance revenues for the nine months ended September 30, 2024 was primarily attributable to a decrease in revenue earned on projects in North Carolina, South Carolina and Alabama when compared with prior year quarter. This decrease was offset by an increase in revenue earned on projects in Louisiana, Mississippi and Puerto Rico in the same period in the prior year.

Rivers & lakes dredging and related operations typically consist of lake and river dredging, inland levee and construction dredging, environmental restoration and habitat improvement and other marine construction projects. During the three months ended September 30, 2024, rivers & lakes revenue was $0.7 million, a decrease of $4.5 million, or 86%, from $5.2 million during the same period of 2023. During the nine months ended September 30, 2024, rivers & lakes revenue was $1.8 million, a decrease of $7.9 million, or

22


 

81%, from $9.7 million in the prior year period. The decrease in river & lakes revenue for the three and nine months ended September 30, 2024 was mostly attributable to a decrease in revenue earned on projects in Tennessee and Arkansas as compared to same periods of 2023.

Consolidated gross profit for the three months ended September 30, 2024 was $36.2 million, up $27.2 million, or 302%, compared to $9.0 million in same period of 2023. Gross profit margin for the three months ended September 30, 2024 increased to 19.0% from 7.7% in the same period in the prior year. Consolidated gross profit for the nine months ended September 30, 2024 was $111.6 million, up $72.5 million, or 185%, compared to $39.1 million in the same period in the prior year. Gross profit margin for the nine months ended September 30, 2024 increased to 19.9% from 9.6% in the same period in the prior year. The higher gross profit and profit margins experienced for the three and nine months ended September 30, 2024 were driven by increased revenues as well as improved utilization and project performance in the current year quarter. Additionally, the project mix during the current year periods include a larger proportion of higher margin capital and coastal protection projects than the same periods in the prior year.

During the three and nine months ended September 30, 2024, general and administrative expenses were $19.8 million and $52.1 million, respectively, compared to the same periods in the prior year in which the three and nine month periods totaled $14.2 million and $41.7 million, respectively. For the three and nine months ended September 30, 2024, general and administrative expenses include higher incentive compensation and employee benefit expenses, partially offset by lower severance and office expenses.

Operating income for the third quarter of 2024 was $16.7 million, up $21.8 million from an operating loss of $5.1 million in the same period of the prior year. Operating income for the nine months ended September 30, 2024 was $62.8 million, up $65.1 million from an operating loss of $2.3 million in the same period of the prior year. The increase in operating income for the three and nine months ended September 30, 2024 was a result of higher gross profit in the current year periods when compared to the same periods in the prior year, partially offset by higher general and administrative expenses in the current year periods when compared to the same periods in the prior year. Gains on the sale of assets in the current period also contributed to the increase in operating income during the nine months ended September 30, 2024 as compared to the prior year period.

For the three months ended September 30, 2024, net interest expense was $4.9 million, $2.1 million higher compared to $2.8 million for the same period in the prior year. Net interest expense for the nine months ended September 30, 2024 was $13.0 million, $3.7 million higher compared to $9.3 million for the same period in the prior year. The increase in net interest expense for the three and nine months ended September 30, 2024 was primarily due to higher borrowings and the execution of the Second Lien Credit Agreement during the second quarter of 2024.

Income tax provision for the three months ended September 30, 2024 was $3.2 million compared to an income tax benefit of $1.8 million for the same period in the prior year. For the nine months ended September 30, 2024, the income tax provision was $13.0 million compared to an income tax benefit of $1.8 million in the prior year period. The effective tax rate for the nine months ended September 30, 2024 was 25.7%, while the effective tax rate for the same period of 2023 was 19.1%. The lower effective tax rate incurred in 2023 was primarily due to near break-even net loss offset by lower deductions for stock compensation in that period.

Net income for the three months ended September 30, 2024 was $8.9 million, up $15.1 million from a net loss of $6.2 million in the same period in the prior year. Diluted earnings per share was $0.13 per share for the three months ended September 30, 2024, compared to a diluted loss per share of $0.09 per share for the three months ended September 30, 2023. Net income for the nine months ended September 30, 2024 was $37.5 million, an increase of $45.2 million, or 587%, from a net loss of $7.7 million for the same period in the prior year. Diluted earnings per share was $0.55 for the nine months ended September 30, 2024, compared to a diluted loss per share of $0.12 for the nine months ended September 30, 2023. The increase in net income for the three and nine months ended September 30, 2024 was primarily driven by the substantial improvement to operating income in the current year periods when compared to the same periods in the prior year, partially offset by increases in net interest expense and the income tax provision in the current year periods when compared to the same periods in the prior year.

Adjusted EBITDA (as defined on page 21) for the three months ended September 30, 2024 was $27.0 million, up $21.7 million, from $5.3 million in the same quarter in the prior year. The increase in Adjusted EBITDA during the third quarter of 2024 was driven by the increase in gross profit, excluding depreciation partially offset by an increase in general and administrative expense. For the nine months ended September 30, 2024 Adjusted EBITDA was $95.7 million, up $63.5 million, from $32.2 million during the same period in the prior year. The increase in Adjusted EBITDA during the first nine months of 2024 was driven by the increase in gross profit, excluding depreciation, as well as an increased income tax provision in the current period, partially offset by an increase in general and administrative expense.

23


 

Bidding activity and backlog

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

 

 

September 30,

 

 

December 31,

 

 

September 30,

 

Backlog (in thousands)

 

2024

 

 

2023

 

 

2023

 

Dredging:

 

 

 

 

 

 

 

 

 

Capital—U.S.

 

$

898,898

 

 

$

741,839

 

 

$

736,322

 

Coastal protection

 

 

218,321

 

 

 

138,394

 

 

 

103,617

 

Maintenance

 

 

89,050

 

 

 

152,104

 

 

 

182,470

 

Rivers & lakes

 

 

6,870

 

 

 

6,765

 

 

 

11,320

 

Total backlog

 

$

1,213,139

 

 

$

1,039,102

 

 

$

1,033,729

 

 

Total dredging backlog does not include $465.0 million of domestic low bids pending formal award and additional phases (“options”) pending on projects currently in dredging backlog at September 30, 2024. Additionally, it does not include $44.9 million of performance obligations or $12.7 million of options pending award related to offshore wind contracts. The Company expects to perform on its offshore wind contracts using the Acadia, which is expected to be delivered and operational in the second half of 2025.

The Company’s contract backlog represents our estimate of the revenues that will be realized under the portion of the contracts remaining to be performed. These estimates are based primarily upon the time and costs required to mobilize the necessary assets to and from the project site, the amount and type of material to be dredged and the expected production capabilities of the equipment performing the work. However, these estimates are necessarily subject to variances based upon actual circumstances. Because of these factors, as well as factors affecting the time required to complete each job, backlog is not always indicative of future revenues or profitability. Additionally, 50% of our September 30, 2024 dredging backlog relates to federal government contracts, which can be canceled at any time without penalty to the government, subject to our contractual right to recover our actual committed costs and profit on work performed up to the date of cancellation. Our backlog may fluctuate significantly from quarter to quarter based upon the type and size of the projects we are awarded from the bid market. A quarterly increase or decrease of our backlog does not necessarily result in an improvement or a deterioration of our business. Our backlog includes only those projects for which we have obtained a signed contract with the customer.

The 2024 Energy and Water Appropriations Bill, which passed in the first quarter, provided a record $8.7 billion in total funding to the Corps for fiscal year 2024. This funding included $5.6 billion for the Corps’ Operations and Maintenance work and $2.8 billion for the Harbor Maintenance Trust Fund to maintain and modernize our nation’s waterways. In 2023, the Disaster Relief Supplemental Appropriations Act was also approved which included $1.5 billion for the Corps to make necessary repairs to infrastructure impacted by hurricanes and other natural disasters, and to initiate beach renourishment projects that will increase coastal resiliency. This increased budget and additional funding have supported a strong bid market 2024, with a robust beach renourishment market and several capital projects.

The 2025 Corps’ budget is expected to be another record appropriation. On June 28, 2024, disthe U.S. House of Representatives (the “House”) Energy and Water Appropriations Subcommittee passed their 2025 Appropriations Bill providing the Corps with a budget of $9.96 billion, which is $2.7 billion above the President’s Budget request. The bill includes $5.7 billion for Operations and Maintenance projects, of which $3.1 billion is from the Harbor Maintenance Trust Fund. On August 1, 2024, the Senate Appropriation Committee approved its draft of the 2025 Energy and Water spending bill which provides $10.3 billion in total funding for the Corps. On September 25, 2024, President Biden approved a continuing resolution through December 20, 2024 for the Corps’ fiscal year 2025 budget.

The Water Resources Development Act (“WRDA”) is on a two-year renewal cycle and includes legislation that authorizes the financing of Corps’ projects for studies, flood and hurricane protection, dredging, ecosystem restoration and other construction projects aimed at improving rivers and harbors in the United States. WRDA 2022 featured authorization for the New York and New Jersey shipping channels to be deepened to 55 feet, as well as the Coastal Texas Protection and Restoration Program, which aims to protect the Texas Gulf Coast from hurricanes. WRDA 2024 appears to have strong bipartisan support and has already been approved by the U.S. Senate Environment and Public Works Committee and the House Transportation and Infrastructure Committee. The House and Senate approved their versions of WRDA 2024 on July 22, 2024 and August 1, 2024, respectively. Currently, the two chambers are working to reconcile the differences in their respective versions of the bill and, once completed, the final version will be sent to the President to be signed into law.

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The domestic dredging bid market for the quarter ended September 30, 2024 was $1.31 billion, a $454.9 million increase compared to the same period in the prior year. Total domestic dredging bid market for the current year period included awards for seven domestic capital projects, seven coastal protection projects, nine maintenance projects, and two river maintenance projects. The total domestic dredging bid market through September 30, 2024 was $2.49 billion, of which the Company won 30%, which is close to the Company’s average of 33% for the three-year period ended December 31, 2023. The third quarter and year-to-date domestic dredging bid market totals do not include LNG or offshore wind projects. Variability in contract wins from quarter to quarter is not unusual and one quarter’s win rate is generally not indicative of the win rate the Company is likely to achieve for a full year.

The Company’s contracted dredging backlog was $1.21 billion at September 30, 2024 compared to $1.04 billion of dredging backlog at December 31, 2023. Total dredging backlog does not include $465.0 million of domestic low bids pending formal award and options pending on projects currently in dredging backlog at September 30, 2024. Additionally, it does not include $44.9 million of performance obligations or $12.7 million of options pending award related to offshore wind contracts. Subsequent to September 30, 2024, the Company was awarded additional projects totaling approximately $90 million. At December 31, 2023, the total dredging backlog does not include $44.6 million of performance obligations related to offshore wind contracts or $179.4 million of domestic low bids pending formal award and options pending on projects in dredging backlog as of that date. Included in the Company’s backlog at September 30, 2024 and December 31, 2023 are two LNG projects, including the Brownsville Ship Channel project for Next Decade Corporation’s Rio Grande LNG project, which is the largest project undertaken in the Company's history, and the Port Arthur LNG Phase 1 project for Marine Dredging and Disposal. Dredging on both capital projects began during the third quarter of 2024.

Domestic capital dredging backlog at September 30, 2024 was $898.9 million, an increase of $157.1 million from December 31, 2023. During the nine months ended September 30, 2024, the Company was awarded four domestic capital dredging projects in Florida, Alabama, Virginia and Texas totaling $389.1 million. During the nine months ended September 30, 2024, the Company continued to earn revenue on deepening projects in Virginia and Texas. These deepenings continue the trend of ensuring all East Coast and Gulf of Mexico ports will be able to accommodate the deeper draft vessels currently used on several trade routes. The nation’s governors continue to show commitment to their respective ports through engagement and funding. Finally, Congress has also shown a commitment to ports and waterways, providing record annual budgets for the Corps for port deepening and channel maintenance. In addition to this port work, a greater amount of coastal restoration and rehabilitation projects are being funded in the Gulf Coast region as the states utilize available monies for ecosystem priorities, a portion of which is allocated to dredging.

Coastal protection dredging backlog at September 30, 2024 was $218.3 million, an increase of $79.9 million from December 31, 2023. During the nine months ended September 30, 2024, the Company was awarded seven coastal protection projects in New Jersey, New York, Massachusetts and Florida totaling $327.2 million. During the nine months ended September 30, 2024, the Company continued to earn revenue on coastal protection projects in New York, New Jersey, Alabama and Florida, which were in dredging backlog at December 31, 2023. Coastal protection and storm impacts continue to provide the major impetus for coastal project investment at federal and state levels. Strong hurricane and storm seasons have resulted in an increase in beach erosion and other damage which adds to the recurring nature of our business and the need for more frequent coastal protection and port maintenance projects.

Maintenance dredging backlog at September 30, 2024 was $89.1 million, a decrease of $63.1 million from December 31, 2023. In the nine months ended September 30, 2024, the Company was awarded two maintenance projects for a total of $18.1 million in Florida and Texas. During the nine months ended September 30, 2024, the Company continued to earn revenue on projects in Louisiana, Texas, Mississippi, Puerto Rico and Florida that were in dredging backlog at December 31, 2023.

Rivers & lakes backlog at September 30, 2024 was $6.9 million, an increase of $0.1 million compared to rivers & lakes backlog at December 31, 2023. For the nine months ended September 30, 2024, the Company continued to earn revenue on a project Arkansas which was in dredging backlog at December 31, 2023.

Liquidity and capital resources

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

The Company’s cash provided by operating activities for the nine months ended September 30, 2024 and 2023 was $83.6 million and $49.6 million, respectively. Normal increases or decreases in the level of working capital relative to the level of operational activity impact cash flow from operating activities. The increase in cash provided by operating activities during the nine months ended September 30, 2024, relates primarily to significantly higher current period earnings in the current year, partially offset by the increases in contract revenues in excess of billings, decreases in billings in excess of contract revenues and changes in working capital compared to the same period in the prior year.

25


 

The Company’s cash flows used in investing activities for the nine months ended September 30, 2024 and 2023 were $93.2 million and $97.0 million, respectively. Investing activities primarily relate to investments in our new build program, normal course upgrades and capital maintenance of the Company’s dredging fleet. During the nine months ended September 30, 2024, the Company invested $5.1 million in the Galveston Island, $29.1 million in the Amelia Island and $56.0 million in the Acadia, as well as maintenance capital expenditures. These investments were partially offset by the disposition of certain equipment for approximately $9.3 million during the current year.

The Company’s cash flows (used in) provided by financing activities for the nine months ended September 30, 2024 and 2023 totaled a use of $2.1 million and proceeds of $54.9 million, respectively. The decrease in net cash flows used in financing activities is primarily due to net borrowings under the Company’s revolving debt facility and Second Lien Credit Agreement during the nine months ended September 30, 2024 of $10.0 million, compared to net borrowings of $55.0 million on the Company’s revolving debt facility during the nine months ended September 30, 2023. On April 24, 2024, the Credit Parties entered into a $150.0 million second lien credit agreement (as amended, supplemented or otherwise modified from time to time, the “Second Lien Credit Agreement”) with Guggenheim Corporate Funding, LLC, on behalf of one or more clients, as the lender, and Guggenheim Credit Services, LLC as Administrative Agent, Collateral Agent and Lead Arranger. The Company borrowed $100.0 under the Second Lien Credit Agreement on the closing date and has the option to borrow an additional $50.0 million for a period of 12 months following the closing date of the initial loan. The net proceeds from the Second Lien Credit Agreement were used to repay amounts outstanding under the ABL Credit Agreement, to pay fees and expenses associated with the Second Lien Credit Agreement and ABL Amendment and for general corporate purposes, including to fund upcoming new build payments. Additionally, the deferred financing fees associated with the Second Lien Credit Agreement of approximately $10.9 million increased the net cash flows used in financing activities during the nine months ended September 30, 2024.

The Company expects to spend between approximately $130 million and $150 million on capital expenditures in 2024 which is comprised of vessels in our new build program and maintenance capital expenditures. The Company anticipates that remaining new build program payments will be made with cash on hand, future cash flows generated from operations, revolver availability, proceeds from the Second Lien Credit Agreement and potential new sources of financing.

Commitments, contingencies and liquidity matters

Refer to Note 5, Long-term debt, in the Notes to Condensed Consolidated Financial Statements for discussion of the Company’s ABL Amendment, Second Lien Credit Agreement and 2029 Notes. Additionally, refer to Note 9, Commitments and contingencies, in the Notes to Condensed Consolidated Financial Statements for discussion of the Company’s surety agreements.

The availability of additional financing will depend on a variety of factors such as market conditions, the general availability of credit, the volume of trading activities, our credit ratings and credit capacity, as well as the possibility that customers or lenders could develop a negative perception of our long- or short-term financial prospects if the level of our business activity decreased due to a market downturn. If internal sources of liquidity prove to be insufficient, we may not be able to successfully obtain additional financing on favorable terms, or at all. During the second quarter of 2024, Moody’s Investor Services changed our outlook from negative to stable and reaffirmed our corporate credit rating at B2. In the third quarter of 2024, S&P Global Ratings upgraded our corporate credit rating from CCC+ to B- and reaffirmed our outlook as stable. These credit ratings are below investment grade and could raise our cost of financing. As a consequence, we may not be able to issue additional debt in amounts and/or with terms that we consider to be reasonable. One or more of these occurrences could limit our ability to pursue other business opportunities.

The Company believes its cash and cash equivalents, its anticipated cash flows from operations and availability under its revolving credit facility and the option to borrow additional funds under the Second Lien Credit Agreement will be sufficient to fund the Company’s operations, capital expenditures and the scheduled debt service requirements for the next twelve months. Beyond the next twelve months, the Company’s ability to fund its working capital needs, planned capital expenditures, scheduled debt payments and dividends, if any, and to comply with all the financial covenants under the ABL Amendment, Second Lien Credit Agreement and bonding agreements, depends on its future operating performance and cash flows, which in turn, are subject to prevailing economic conditions and to financial, business and other factors, some of which are beyond the Company’s control.

Critical accounting policies and estimates

In preparing its consolidated financial statements, the Company follows GAAP, which is described in Note 1, Basis of presentation, to the Company’s Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. The application of these principles requires significant judgments or an estimation process that can affect the results of operations, financial position and cash flows of the Company, as well as the related footnote disclosures. The Company continually reviews its accounting policies and financial information disclosures. Except as noted in Note 1, Basis of presentation, of the Company’s financial statements, there have been no material changes in the Company’s critical accounting policies or estimates since December 31, 2023.

26


 

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

The market risk of the Company’s financial instruments as of September 30, 2024 has not materially changed since December 31, 2023. The market risk profile of the Company on December 31, 2023 is disclosed in Item 7A. “Quantitative and Qualitative Disclosures about Market Risk” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Item 4. Controls and Procedures.

a) Evaluation of disclosure controls and procedures.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures, as required by Rule 13a-15(b) and 15d-15(b) under the Securities Exchange Act of 1934 (the “Exchange Act”) as of September 30, 2024. Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act (a) is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure and (b) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2024 in providing such a reasonable assurance.

b) Changes in internal control over financial reporting.

There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the fiscal quarter ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

27


 

PART II — Other Information

See Note 9, Commitments and contingencies, in the Notes to Condensed Consolidated Financial Statements.

Item 1A. Risk Factors.

Except as provided below, there have been no material changes during the nine months ended September 30, 2024 to the risk factors previously disclosed in Item 1A. “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Our business and operating results could be adversely affected by the political environment and governmental fiscal and monetary policies.

 

An unpredictable or volatile political environment in the United States, including any social unrest and uncertainty as a result of the 2024 U.S. presidential election, could negatively impact business and market conditions, economic growth, financial stability, and business, consumer, investor, and regulatory sentiments, any one or more of which in turn could cause our business and financial results to be adversely impacted. It is difficult to predict the legislative and regulatory changes that may result due to the upcoming presidential election. A new administration, or a change in the make-up of either the Senate and/or House of Representatives, may cause broader economic changes due to changes in governing ideology and governing style. There is also no certainty that a new administration, or a change in the make-up of either the Senate and/or the House of Representatives, will maintain the level of federal spending and support for the dredging industry and offshore wind development. A significant reduction in such funding or support could materially adversely affect our business and operating results.

 

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Securities Trading Plans of Executive Officers and Directors

Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables pre-arranged transactions in securities in a manner that avoids concerns about initiating transactions at a future date while possibly in possession of material nonpublic information. Our Securities Trading and Disclosure of Confidential Information policy permits our officers and directors to enter into trading plans designed to comply with Rule 10b5-1.

 

On August 26, 2024, Lasse Petterson, Director and President and Chief Executive Officer, terminated a Rule 10b5-1 trading arrangement previously adopted on May 16, 2024. Such 10b5-1 trading arrangement was intended to satisfy the affirmative defense of Rule 10b5-1 (c) and provided for the sale of up to 500,000 shares of our common stock. 250,000 shares were sold under this 10b5-1 trading arrangement prior to its termination.

 

During the quarterly period ended September 30, 2024, none of our other officers (as defined in Rule 16a-1(f) under the Exchange Act) or directors adopted or terminated a Rule 10b5-1 trading plan or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).

28


 

Item 6. Exhibits

 

Number

Document Description

 

31.1

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

 

31.2

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

 

32.1

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

 

 

 

32.2

 

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

 

 

 

 

 

 

101

 

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

 

 

 

104

 

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

 

 

 

 

* Filed herewith

** Furnished herewith

 

 

29


 

SIGNATURE

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

 

 

Great Lakes Dredge & Dock Corporation

 

(registrant)

 

 

 

 

By:

/s/ Scott Kornblau

 

 

Scott Kornblau

 

 

Senior Vice President and Chief Financial Officer

 

 

(Principal Financial Officer and Duly Authorized Officer)

 

Date: November 5, 2024

30


Exhibit 31.1

CERTIFICATIONS PURSUANT TO

SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

I, Lasse J. Petterson, certify that:

1.
I have reviewed this quarterly report on Form 10-Q of Great Lakes Dredge & Dock Corporation;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 5, 2024

 

/s/ LASSE J. PETTERSON

Lasse J. Petterson

President and Chief Executive Officer

 


Exhibit 31.2

CERTIFICATIONS PURSUANT TO

SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

I, Scott Kornblau, certify that:

1.
I have reviewed this quarterly report on Form 10-Q of Great Lakes Dredge & Dock Corporation;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 5, 2024

 

/s/ SCOTT KORNBLAU

Scott Kornblau

Senior Vice President and Chief Financial Officer

 


Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Great Lakes Dredge & Dock Corporation (the “Company”) on Form 10-Q for the period ended September 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Lasse J. Petterson, President and Chief Executive Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)
The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by Great Lakes Dredge & Dock Corporation for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

 

/s/ LASSE J. PETTERSON

Lasse J. Petterson

President and Chief Executive Officer

 

Date: November 5, 2024

 

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Great Lakes Dredge & Dock Corporation and will be retained by Great Lakes Dredge & Dock Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

 


Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Great Lakes Dredge & Dock Corporation (the “Company”) on Form 10-Q for the period ended September 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Scott Kornblau, Senior Vice President and Chief Financial Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)
The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by Great Lakes Dredge & Dock Corporation for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

 

/s/ SCOTT KORNBLAU

Scott Kornblau

Senior Vice President and Chief Financial Officer

 

Date: November 5, 2024

 

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Great Lakes Dredge & Dock Corporation and will be retained by Great Lakes Dredge & Dock Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

 


v3.24.3
Document and Entity Information - shares
9 Months Ended
Sep. 30, 2024
Nov. 01, 2024
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Sep. 30, 2024  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q3  
Trading Symbol GLDD  
Entity Registrant Name Great Lakes Dredge & Dock Corporation  
Entity Central Index Key 0001372020  
Current Fiscal Year End Date --12-31  
Entity Filer Category Accelerated Filer  
Entity Shell Company false  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Address, Address Line One 9811 Katy Freeway  
Entity Address, Address Line Two Suite 1200  
Entity Address, City or Town Houston  
Entity Address, State or Province TX  
Entity Common Stock, Shares Outstanding   67,272,067
Entity Current Reporting Status Yes  
Entity File Number 001-33225  
Entity Tax Identification Number 20-5336063  
City Area Code 346  
Local Phone Number 359-1010  
Entity Address, Postal Zip Code 77024  
Entity Interactive Data Current Yes  
Title of 12(b) Security Common Stock (Par Value $0.0001)  
Security Exchange Name NASDAQ  
Entity Incorporation, State or Country Code DE  
Document Quarterly Report true  
Document Transition Report false  
v3.24.3
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
CURRENT ASSETS:    
Cash and cash equivalents $ 12,037 $ 22,841
Accounts receivable—net 42,506 54,810
Contract revenues in excess of billings 91,799 68,735
Inventories 34,961 33,912
Prepaid expenses 1,441 1,486
Other current assets 31,988 44,544
Total current assets 214,732 226,328
PROPERTY AND EQUIPMENT—Net 681,552 614,608
OPERATING LEASE ASSETS 66,522 88,398
GOODWILL 76,576 76,576
INVENTORIES—Noncurrent 84,016 86,325
OTHER 21,941 18,605
TOTAL 1,145,339 1,110,840
LIABILITIES AND EQUITY    
Accounts payable 94,612 83,835
Accrued expenses 44,062 37,361
Operating lease liabilities 23,435 28,687
Billings in excess of contract revenues 15,613 29,560
Total current liabilities 177,722 179,443
LONG-TERM DEBT 412,531 412,070
OPERATING LEASE LIABILITIES—Noncurrent 44,406 61,444
DEFERRED INCOME TAXES 73,501 62,232
OTHER 11,770 10,103
Total liabilities 719,930 725,292
COMMITMENTS AND CONTINGENCIES (Note 9)
EQUITY:    
Common stock-$.0001 par value; 90,000 authorized, 67,272 and 66,623 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively. 7 6
Additional paid-in capital 320,971 317,337
Retained earnings 107,769 70,220
Accumulated other comprehensive loss (3,338) (2,015)
Total equity 425,409 385,548
TOTAL $ 1,145,339 $ 1,110,840
v3.24.3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares
Sep. 30, 2024
Dec. 31, 2023
Statement of Financial Position [Abstract]    
Common stock, par value $ 1 $ 1
Common stock, shares authorized 90,000,000 90,000,000
Common stock, shares issued 67,272,000 66,623,000
Common stock, shares outstanding 67,272,000 66,623,000
v3.24.3
Condensed Consolidated Statements of Operations - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Income Statement [Abstract]        
Contract revenues $ 191,173 $ 117,185 $ 559,919 $ 407,896
Revenue, Product and Service [Extensible Enumeration] us-gaap:ServiceMember us-gaap:ServiceMember us-gaap:ServiceMember us-gaap:ServiceMember
Costs of contract revenues $ 154,940 $ 108,155 $ 448,272 $ 368,832
Cost, Product and Service [Extensible Enumeration] us-gaap:ServiceMember us-gaap:ServiceMember us-gaap:ServiceMember us-gaap:ServiceMember
Gross profit $ 36,233 $ 9,030 $ 111,647 $ 39,064
General and administrative expenses 19,815 14,188 52,087 41,667
Other gains (276) (35) (3,198) (296)
Operating income (loss) 16,694 (5,123) 62,758 (2,307)
Interest expense—net (4,888) (2,762) (12,977) (9,322)
Other income (expense) 200 (78) 753 2,173
Income (loss) before income taxes 12,006 (7,963) 50,534 (9,456)
Income tax (provision) benefit (3,154) 1,809 (12,985) 1,804
Net income (loss) $ 8,852 $ (6,154) $ 37,549 $ (7,652)
Basic earnings (loss) per share $ 0.13 $ (0.09) $ 0.56 $ (0.12)
Basic weighted average shares 67,217 66,532 67,021 66,419
Diluted weighted average shares 67,830 66,532   66,419
v3.24.3
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Statement of Comprehensive Income [Abstract]        
Net Income (Loss) $ 8,852 $ (6,154) $ 37,549 $ (7,652)
Net change in cash flow derivative hedges—net of tax [1] (2,661) 2,155 (1,323) 1,724
Comprehensive income (loss) $ 6,191 $ (3,999) $ 36,226 $ (5,928)
[1] Net of income tax benefit (provision) of $900 and $(728) for the three months ended September 30, 2024 and 2023, respectively. Net of income tax benefit (provision) of $447 and $(583) for the nine months ended September 30, 2024 and 2023, respectively.
v3.24.3
Condensed Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Statement of Comprehensive Income [Abstract]        
Net unrealized gain (loss) on derivatives, tax $ 900 $ (728) $ 447 $ (583)
v3.24.3
Condensed Consolidated Statements of Equity - USD ($)
shares in Thousands, $ in Thousands
Total
Common Stock [Member]
Additional Paid-In Capital [Member]
Retained Earnings [Member]
Accumulated Other Comprehensive (Loss) Income [Member]
BALANCE - value at Dec. 31, 2022 $ 368,220 $ 6 $ 312,091 $ 56,314 $ (191)
BALANCE - shares at Dec. 31, 2022   66,188      
Share-based compensation, value 3,729 $ 1 3,728    
Share-based compensation, shares   45      
Vesting of restricted stock units and impact of shares withheld for taxes, value (603)   (603)    
Vesting of restricted stock units and impact of shares withheld for taxes, shares   156      
Exercise of options and purchases from employee stock plan, value 551   551    
Exercise of options and purchases from employee stock plan, shares   223      
Net Income (Loss) (7,652)     (7,652)  
Other comprehensive income (loss) net of tax 1,724       1,724
BALANCE - value at Sep. 30, 2023 365,969 $ 7 315,767 48,662 1,533
BALANCE - shares at Sep. 30, 2023   66,612      
BALANCE - value at Jun. 30, 2023 368,522 $ 7 314,321 54,816 (622)
BALANCE - shares at Jun. 30, 2023   66,492      
Share-based compensation, value 1,518   1,518    
Share-based compensation, shares   12      
Vesting of restricted stock units and impact of shares withheld for taxes, value (61)   (61)    
Exercise of options and purchases from employee stock plan, value (11)   (11)    
Exercise of options and purchases from employee stock plan, shares   108      
Net Income (Loss) (6,154)     (6,154)  
Other comprehensive income (loss) net of tax 2,155       2,155
BALANCE - value at Sep. 30, 2023 365,969 $ 7 315,767 48,662 1,533
BALANCE - shares at Sep. 30, 2023   66,612      
BALANCE - value at Dec. 31, 2023 385,548 $ 6 317,337 70,220 (2,015)
BALANCE - shares at Dec. 31, 2023   66,623      
Share-based compensation, value 3,339 $ 1 3,338    
Share-based compensation, shares   29      
Vesting of restricted stock units and impact of shares withheld for taxes, value (1,332)   (1,332)    
Vesting of restricted stock units and impact of shares withheld for taxes, shares   411      
Exercise of options and purchases from employee stock plan, value 1,628   1,628    
Exercise of options and purchases from employee stock plan, shares   209      
Net Income (Loss) 37,549     37,549  
Other comprehensive income (loss) net of tax (1,323)       (1,323)
BALANCE - value at Sep. 30, 2024 425,409 $ 7 320,971 107,769 (3,338)
BALANCE - shares at Sep. 30, 2024   67,272      
BALANCE - value at Jun. 30, 2024 418,023 $ 7 319,776 98,917 (677)
BALANCE - shares at Jun. 30, 2024   67,189      
Share-based compensation, value 942   942    
Share-based compensation, shares   8      
Vesting of restricted stock units and impact of shares withheld for taxes, value (362)   (362)    
Exercise of options and purchases from employee stock plan, value 615   615    
Exercise of options and purchases from employee stock plan, shares   75      
Net Income (Loss) 8,852     8,852  
Other comprehensive income (loss) net of tax (2,661)       (2,661)
BALANCE - value at Sep. 30, 2024 $ 425,409 $ 7 $ 320,971 $ 107,769 $ (3,338)
BALANCE - shares at Sep. 30, 2024   67,272      
v3.24.3
Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
OPERATING ACTIVITIES:    
Net income (loss) $ 37,549 $ (7,652)
Adjustments to reconcile net income (loss) to net cash flows provided by operating activities:    
Depreciation and amortization 32,217 32,320
Deferred income taxes 11,716 (1,804)
Gain on sale of assets (3,097) (296)
Amortization of capitalized contract costs 12,841 6,582
Amortization of deferred financing fees 1,723 724
Share-based compensation expense 6,096 4,209
Changes in assets and liabilities:    
Accounts receivable 12,304 15,654
Contract revenues in excess of billings (23,064) 16,632
Inventories 1,260 (10,352)
Prepaid expenses and other current assets (1,289) (10,195)
Accounts payable and accrued expenses 12,255 (11,005)
Billings in excess of contract revenues (13,947) 19,478
Other noncurrent assets and liabilities (2,983) (4,718)
Cash provided by operating activities 83,581 49,577
INVESTING ACTIVITIES:    
Purchases of property and equipment (102,532) (98,193)
Proceeds from dispositions of property and equipment 9,329 1,215
Cash used in investing activities (93,203) (96,978)
FINANCING ACTIVITIES:    
Deferred financing fees (10,897)  
Taxes paid on settlement of vested share awards (1,332) (603)
Exercise of options and purchases from employee stock plans 1,628 551
Borrowing under revolving loans 31,000 120,000
Borrowing under Second Lien Credit Agreement 100,000  
Repayments of revolving loans (121,000) (65,000)
Payments on finance lease obligations (1,501)  
Cash (used in) provided by financing activities (2,102) 54,948
Net (decrease) increase in cash, cash equivalents and restricted cash (11,724) 7,547
Cash, cash equivalents and restricted cash at beginning of period 23,761 6,546
Cash, cash equivalents and restricted cash at end of period 12,037 14,093
Supplemental Cash Flow Information    
Cash paid for interest 17,452 10,742
Cash paid for income taxes 1,491 281
Non-cash Investing and Financing Activities    
Property and equipment purchased but not yet paid $ 3,320 $ 5,191
v3.24.3
Pay vs Performance Disclosure - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Pay vs Performance Disclosure        
Net Income (Loss) $ 8,852 $ (6,154) $ 37,549 $ (7,652)
v3.24.3
Insider Trading Arrangements - shares
3 Months Ended
Sep. 30, 2024
Aug. 25, 2024
Trading Arrangements, by Individual    
Material Terms of Trading Arrangement

Securities Trading Plans of Executive Officers and Directors

Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables pre-arranged transactions in securities in a manner that avoids concerns about initiating transactions at a future date while possibly in possession of material nonpublic information. Our Securities Trading and Disclosure of Confidential Information policy permits our officers and directors to enter into trading plans designed to comply with Rule 10b5-1.

 

On August 26, 2024, Lasse Petterson, Director and President and Chief Executive Officer, terminated a Rule 10b5-1 trading arrangement previously adopted on May 16, 2024. Such 10b5-1 trading arrangement was intended to satisfy the affirmative defense of Rule 10b5-1 (c) and provided for the sale of up to 500,000 shares of our common stock. 250,000 shares were sold under this 10b5-1 trading arrangement prior to its termination.

 

During the quarterly period ended September 30, 2024, none of our other officers (as defined in Rule 16a-1(f) under the Exchange Act) or directors adopted or terminated a Rule 10b5-1 trading plan or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).

 
Rule 10b5-1 Arrangement Adopted false  
Non-Rule 10b5-1 Arrangement Adopted false  
Rule 10b5-1 Arrangement Terminated false  
Non-Rule 10b5-1 Arrangement Terminated false  
Lasse Petterson [Member]    
Trading Arrangements, by Individual    
Name Lasse Petterson  
Title Director and President and Chief Executive Officer  
Rule 10b5-1 Arrangement Adopted true  
Adoption Date May 16, 2024  
Rule 10b5-1 Arrangement Terminated true  
Termination Date August 26, 2024  
Aggregate Available 500,000 250,000
v3.24.3
Basis of Presentation
9 Months Ended
Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Presentation
1.
Basis of presentation

The unaudited condensed consolidated financial statements and notes herein should be read in conjunction with the audited consolidated financial statements of Great Lakes Dredge & Dock Corporation and Subsidiaries (the “Company” or “Great Lakes”) and the notes thereto, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. The condensed consolidated financial statements included herein have been prepared by the Company without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to the SEC’s rules and regulations, although management believes that the disclosures are adequate and make the information presented not misleading. In the opinion of management, all adjustments, which are of a normal and recurring nature (except as otherwise noted), that are necessary to present fairly the Company’s financial position as of September 30, 2024 and December 31, 2023, and its results of operations for the three and nine months ended September 30, 2024 and 2023 and cash flows for the nine months ended September 30, 2024 and 2023 have been included.

The components of costs of contract revenues include labor, equipment (including depreciation, maintenance, insurance and long-term rentals), subcontracts, fuel, supplies, short-term rentals and project overhead. Hourly labor is generally hired on a project-by-project basis. Costs of contract revenues vary significantly depending on the type and location of work performed and assets utilized.

The Company has one operating segment which is also the Company’s reportable segment and reporting unit of which the Company tests goodwill for impairment. When conducting the annual impairment test for goodwill, the Company can choose to assess qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is below its carrying value. If a qualitative assessment determines an impairment is more likely than not, the Company is required to perform a quantitative impairment test. Otherwise, no further analysis is required. The Company also may elect to forego the qualitative and move directly to the quantitative impairment test. The Company performed its annual test of impairment as of July 1, 2024. The Company assessed qualitative factors for any indications of potential impairment of the reporting unit. Upon completing this assessment, it was determined that the fair value of the reporting unit is more likely than not greater than its carrying value as of the assessment date and, as a result, a quantitative test was not performed. The Company will continue to monitor for changes in facts or circumstances that may impact its estimates. The Company will perform its next scheduled annual impairment test of goodwill in the third quarter of 2025 should no triggering events occur which would require a test prior to the next annual test.

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

Recently Issued Accounting Pronouncements—In December 2023, Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, “Income Taxes (Topic 740)” (“ASU 2023-09”). The amendments in ASU 2023-09 address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. One of the amendments in ASU 2023-09 includes disclosure of, on an annual basis, a tabular rate reconciliation of (i) the reported income tax expense (or benefit) from continuing operations, to (ii) the product of the income (or loss) from continuing operations before income taxes and the applicable statutory federal income tax rate of the jurisdiction of domicile using specific categories, including separate disclosure for any reconciling items within certain categories that are equal to or greater than a specified quantitative threshold of 5%. ASU 2023-09 also requires disclosure of, on an annual basis, the year to date amount of income taxes paid (net of refunds received) disaggregated by federal, state, and foreign jurisdictions, including additional disaggregated information on income taxes paid (net of refunds received) to an individual jurisdiction equal to or greater than 5% of total income taxes paid (net of refunds received). The amendments in ASU 2023-09 are effective for annual periods beginning after December 15, 2024, and should be applied prospectively. Management is currently evaluating the impact of this guidance.

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280)” (“ASU 2023-07”). The amendments in ASU 2023-07 improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more decision-useful financial analyses. ASU 2023-07 requires a public entity to report a measure of segment profit or loss that the chief operating decision maker (CODM) uses to assess segment performance and make decisions about allocating resources. ASU 2023-07 also requires other specified segment items and amounts, such as depreciation, amortization, and depletion expense, to be disclosed under certain circumstances. The amendments in ASU 2023-07 also do not

change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, adopted retrospectively. ASU 2023-07 will not have an impact on our consolidated balance sheets, statements of operations or cash flows, but will affect our financial statement disclosures as discussed above.

Reclassifications—Certain reclassifications have been made to prior period condensed consolidated statements of cash flows to conform to current period presentation. These reclassifications have no effect on net cash flows.

v3.24.3
Earnings (loss) per share
9 Months Ended
Sep. 30, 2024
Earnings Per Share [Abstract]  
Earnings (loss) per share
2.
Earnings (loss) per share

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

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

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

8,852

 

 

$

(6,154

)

 

$

37,549

 

 

$

(7,652

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding — basic

 

 

67,217

 

 

 

66,532

 

 

 

67,021

 

 

 

66,419

 

Effect of stock options and restricted stock units

 

 

613

 

 

 

 

 

 

666

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding — diluted

 

 

67,830

 

 

 

66,532

 

 

 

67,687

 

 

 

66,419

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) per share — basic

 

$

0.13

 

 

$

(0.09

)

 

$

0.56

 

 

$

(0.12

)

Earnings (loss) per share — diluted

 

$

0.13

 

 

$

(0.09

)

 

$

0.55

 

 

$

(0.12

)

For the three and nine months ended September 30, 2023, respectively, 652 and 427 stock options (“NQSOs”) and restricted stock units (“RSUs”) were excluded from the diluted weighted average common shares outstanding because the Company incurred a loss during these periods.

For the three and nine months ended September 30, 2024, respectively, there were 56 and 59 stock options and restricted stock units excluded from the calculation of diluted earnings per share, based on the application of the treasury stock method, as such NQSOs and RSUs were determined to be anti-dilutive. For the three and nine months ended September 30, 2023, respectively, there were no NQSOs and RSUs excluded from the calculation of diluted earnings per share, based on the application of the treasury stock method, as such NQSOs and RSUs were determined to be anti-dilutive.

v3.24.3
Property and Equipment
9 Months Ended
Sep. 30, 2024
Property, Plant and Equipment [Abstract]  
Property and Equipment
3.
Property and equipment

Property and equipment at September 30, 2024 and December 31, 2023 were as follows:
 

 

 

September 30,

 

 

December 31,

 

 

 

2024

 

 

2023

 

 

 

 

 

 

 

 

Land

 

$

9,348

 

 

$

9,348

 

Buildings and improvements

 

 

1,314

 

 

 

1,314

 

Furniture and fixtures

 

 

20,644

 

 

 

20,090

 

Operating equipment

 

 

920,618

 

 

 

803,954

 

Construction in progress

 

 

235,942

 

 

 

264,674

 

Total property and equipment

 

 

1,187,866

 

 

 

1,099,380

 

Accumulated depreciation

 

 

(506,314

)

 

 

(484,772

)

Property and equipment—net

 

$

681,552

 

 

$

614,608

 

v3.24.3
Accrued Expenses
9 Months Ended
Sep. 30, 2024
Payables and Accruals [Abstract]  
Accrued Expenses
4.
Accrued expenses

Accrued expenses at September 30, 2024 and December 31, 2023 were as follows:

 

 

September 30,

 

 

December 31,

 

 

 

2024

 

 

2023

 

 

 

 

 

 

 

 

Payroll and employee benefits

 

$

15,268

 

 

$

11,986

 

Insurance

 

 

14,397

 

 

 

12,521

 

Interest

 

 

5,962

 

 

 

2,388

 

Fuel hedge contracts

 

 

3,467

 

 

 

2,918

 

Income and other taxes

 

 

2,082

 

 

 

1,900

 

Finance lease liabilities

 

 

1,793

 

 

 

1,047

 

Contract reserves

 

 

-

 

 

 

3,964

 

Other

 

 

1,093

 

 

 

637

 

Total accrued expenses

 

$

44,062

 

 

$

37,361

 

v3.24.3
Long-Term Debt
9 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
Long-Term Debt
5.
Long-term debt

Second lien credit agreement

On April 24, 2024, the Company, Great Lakes Dredge & Dock Company, LLC, NASDI Holdings, LLC, Great Lakes Environmental & Infrastructure Solutions, LLC, Great Lakes U.S. Fleet Management, LLC, and Drews Services LLC (collectively, the “Credit Parties”) entered into a $150.0 million second lien credit agreement (as amended, supplemented or otherwise modified from time to time, the “Second Lien Credit Agreement”) with Guggenheim Corporate Funding, LLC, on behalf of one or more clients, as the lender, and Guggenheim Credit Services, LLC as Administrative Agent, Collateral Agent and Lead Arranger (“GCS”). The material terms of the Second Lien Credit Agreement are summarized below.

The Second Lien Credit Agreement provides for (i) a senior secured second-lien term loan facility in an aggregate principal amount of $100.0 million, which was funded in full on the initial closing date (the “Closing Date”) and (ii) a senior secured second-lien delayed draw term loan facility in the aggregate principal amount up to $50.0 million, which is available to the Company for a period of 12 months following the Closing Date, subject to the terms and conditions as set forth therein. Net proceeds to the Company, after payment of original discount on the initial loans, a closing fee on the delayed draw facility and other debt issuance costs, including those associated with the ABL Amendment described below, were approximately $88.7 million.

The Second Lien Credit Agreement contains customary representations, mandatory prepayments and affirmative and negative covenants, including a minimum liquidity covenant that requires the Credit Parties to maintain consolidated liquidity of (a) $12.5 million at any time the fixed charge coverage ratio for the most recently ended four fiscal quarter period is less than 1.10 to 1.00 and (b) $50.0 million at any time the fixed charge coverage ratio for the most recently ended four fiscal quarters is greater than or equal to 1.10 to 1.00. For the first 18 months following the Closing Date, the Company may prepay all or a part of the loans under the Second Lien Credit Agreement by paying the principal amount of the loans to be prepaid plus a customary “make-whole” premium, subject to a make-whole carveout of up to $25.0 million (less the amount of any undrawn delayed draw term loan commitments at such time) at 103% with proceeds from a qualifying Maritime Administration (“MARAD”) financing. Thereafter, the Company may prepay all or a part of the loans under the Second Lien Credit Agreement by paying, (i) in months 19-30 following the Closing Date, 103% of the principal amount of the loans to be prepaid, plus accrued and unpaid interest and (ii) in months 31 to 42 after the Closing Date, 101% of the principal amount of loans to be prepaid, plus accrued and unpaid interest.

The Second Lien Credit Agreement also contains customary events of default (including non-payment of principal or interest on any material debt and breaches of covenants) as well as events of default relating to certain actions by the Company’s surety bonding providers. The obligations of the Credit Parties under the Second Lien Credit Agreement are unconditionally guaranteed, on a joint and several basis, by each borrower (other than the Company) and subsidiary guarantor under the ABL Credit Agreement (as defined below), each existing or future issuer or guarantor under the indenture governing the Company’s 5.25% Senior Notes due 2029, and each other existing and subsequently acquired or formed material direct or indirect wholly-owned domestic subsidiary of the Company.

The loans under the Second Lien Credit Agreement funded on the Closing Date were used to repay amounts outstanding under the ABL Credit Agreement, to pay fees and expenses associated with the transactions and for general corporate purposes, including to fund upcoming new build payments. The delayed draw portion of the term loans, if funded, will be used to fund future new build payments, ongoing working capital and for other general corporate purposes. The Second Lien Credit Agreement matures on the

earlier of April 24, 2029 and the date that is ninety-one (91) days prior to the scheduled maturity date of the Company’s 5.25% Senior Notes due 2029.

 

The obligations under the Second Lien Credit Agreement are secured on a second-priority basis by substantially all of the assets of the Credit Parties. The outstanding obligations thereunder shall be secured by a valid second priority perfected lien on substantially all of the U.S. flagged and located vessels of the Credit Parties and a valid perfected lien on all domestic accounts receivable and substantially all other assets of the Credit Parties, subject to the permitted liens and interests of other parties (including the Company’s surety bonding providers). Pursuant to the terms of that certain Intercreditor Agreement dated as of April 24, 2024, (as amended, restated, supplemented, or otherwise modified from time to time, the “Intercreditor Agreement”), by and between PNC Bank, National Association, as first lien agent, and GCS, as second lien agent, the obligations under the Second Lien Credit Agreement are subordinated to the first-priority liens securing the obligations under the ABL Credit Agreement.

 

Interest on the term loan facility under the Second Lien Credit Agreement is equal to either a base rate option (“Base Rate Loan”) or a Secured Overnight Financing Rate (“SOFR”) option (“Term SOFR Loan”) at the Company’s election. In the case of a Base Rate Loan, interest on the unpaid principal amount shall equal (i) the greatest of (a) the “Prime Rate” in the United States as quoted from time to time by The Wall Street Journal or the highest per annum rate of interest published by the Federal Reserve Board, (b) the federal funds effective rate (but not less than zero) plus 0.50% and (c) Term SOFR for a one-month interest period on such day, plus 1.00%, plus (ii) 6.75%. In the case of a Term SOFR Loan, interest on the unpaid principal amount shall equal the Term SOFR Reference Rate on the day that is two business days prior to the first day of such applicable interest period, plus 7.75%. In addition, the Company is required to pay a quarterly fee of 1.00% per annum on the undrawn commitments in respect of the delayed draw term loan facility.

 

The Company had $100.0 million and zero borrowings on the Second Lien Credit Agreement as of September 30, 2024 and December 31, 2023, respectively. The weighted average interest rate on the Second Lien Credit Agreement borrowings during the quarter ended September 30, 2024 is 13.02%.

Credit agreement

On April 24, 2024, the Credit Parties, PNC Bank, National Association (“PNC”), as agent for the lenders, and certain financial institutions party thereto entered into an amendment to the ABL Credit Agreement described below (the “ABL Amendment”). The ABL Amendment (w) eliminates the Company’s ability to increase the commitments under the senior secured revolving credit facility (x) modifies the pricing of loans and undrawn commitments as summarized below, (y) adds a minimum liquidity covenant, for so long as the Second Lien Credit Agreement has not been prepaid and terminated, that requires the Credit Parties to maintain consolidated liquidity of (a) $12.5 million at any time the fixed charge coverage ratio for the most recently ended four fiscal quarter period is less than 1.10 to 1.00 and (b) $50.0 million at any time the fixed charge coverage ratio for the most recently ended four fiscal quarters is greater than or equal to 1.10 to 1.00 and (z) makes certain other customary changes in connection with the Credit Parties’ entry into the Second Lien Credit Agreement. The Company has availability of up to $200.0 million for the issuance of letters of credit under the ABL Amendment.

 

The ABL Amendment modifies the Applicable Margin for Advances as follows: (i) following the ABL Amendment closing date through and including the date immediately prior to the date on which the Borrowing Base Certificate is required to be delivered for most recently completed fiscal quarter (commencing with the fiscal quarter ending on September 30, 2024) (the “Adjustment Date”), (a) the Applicable Margin for Domestic Rate Loans Advances is 1.50% and (b) the Applicable Margins for Term SOFR Rate Loans Advances is 2.50%, (ii) beginning as of the Adjustment Date, to the extent the quarterly average undrawn availability for the prior fiscal quarter is (x) greater than 66.7% of the Maximum Revolving Advance Amount, (a) the Applicable Margin for Domestic Rate Loans Advances is 1.25% and (b) the Applicable Margins for Term SOFR Rate Loans Advances is 2.25%; (y) to the extent the quarterly average undrawn availability for the prior fiscal quarter is less than or equal to 66.7% of the Maximum Revolving Advance Amount but greater than 33.3%, (a) the Applicable Margin for Domestic Rate Loans Advances is 1.50% and (b) the Applicable Margins for Term SOFR Rate Loans Advances is 2.50%; and (z) to the extent the quarterly average undrawn availability for the prior fiscal quarter is less than or equal to 33.3% of the Maximum Revolving Advance Amount, (a) Applicable Margin for Domestic Rate Loans Advances is 1.75% and (b) the Applicable Margin for Term SOFR Rate Loans Advances is 2.75%. Additionally, the Company has an option to borrow at Green Loan Advance Rates, each of which will be 0.05% lower than the corresponding applicable rate if the Company certifies that it will use such proceeds to invest in renewable energy and clean transportation projects and it complies with green loan principles.

 

On July 29, 2022, the Credit Parties entered into a second amended and restated revolving credit and security agreement (as amended, supplemented or otherwise modified from time to time, the “ABL Credit Agreement”) with certain financial institutions from time to time party thereto as lenders, PNC Bank, National Association, as Agent (the “Agent”), PNC Capital Markets, CIBC Bank USA, Bank of America, N.A. and Truist Securities, Inc., as Joint Lead Arrangers and Joint Bookrunners, CIBC Bank USA and Truist Bank as Co-Syndication Agents, Bank of America, N.A., as Documentation Agent and PNC Bank National Association, as Green Loan

Coordinator. The ABL Credit Agreement amends and restates the prior ABL Credit Agreement dated as of May 3, 2019 by and among the financial institutions from time to time party thereto as lenders, the Agent and the Credit Parties party thereto such that the terms and conditions of the prior credit agreement have been subsumed and replaced in their entirety by the terms and conditions of the ABL Credit Agreement, including the amount available under the revolving credit facility. The terms of the ABL Credit Agreement are summarized below.

The ABL Credit Agreement provides for a senior secured revolving credit facility in an aggregate principal amount of up to $300.0 million. The maximum borrowing capacity under the ABL Credit Agreement is determined by a formula and may fluctuate depending on the value of the collateral included in such formula at the time of determination.

The ABL Credit Agreement contains a green loan option where the Company can borrow at the lower interest rates described below so long as such funds are used to fund capital investments related to renewable energy and clean transportation projects and are consistent with green loan principles. The green loan option is subject to a $35.0 million sublimit.

The ABL Credit Agreement contains customary representations and affirmative and negative covenants, including a springing financial covenant that requires the Credit Parties to maintain a fixed charge coverage ratio (ratio of earnings before income taxes, depreciation and amortization, net interest expenses, non-cash charges and losses and certain other non-recurring charges, minus capital expenditures, income and franchise taxes, to net cash interest expense plus scheduled cash principal payments with respect to debt plus restricted payments paid in cash) of not less than 1.10 to 1.00. The springing financial covenant is triggered when the undrawn availability of the ABL Credit Agreement is less than 12.5% of the maximum loan amount for five consecutive days. The ABL Credit Agreement also contains customary events of default (including non-payment of principal or interest on any material debt and breaches of covenants) as well as events of default relating to certain actions by the Company’s surety bonding providers. The obligations of the Credit Parties under the ABL Credit Agreement are unconditionally guaranteed, on a joint and several basis, by each existing and subsequently acquired or formed material direct and indirect domestic subsidiary of the Company. Borrowings under the ABL Credit Agreement will be used to pay fees and expenses related to the ABL Credit Agreement, finance acquisitions permitted under the ABL Credit Agreement, finance ongoing working capital, for other general corporate purposes, and with respect to any green loan, fund capital investments related to renewable energy and clean transportation projects. The ABL Credit Agreement matures on the earlier of July 29, 2027 or the date that is ninety-one (91) days prior to the scheduled maturity date of the Company’s unsecured senior notes, which is currently June 1, 2029, if the Company fails to refinance its unsecured senior notes prior to their scheduled maturity date but only if such scheduled maturity date is prior to the maturity date of the ABL Credit Agreement.

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

The Company had zero and $90.0 million borrowings on the revolver as of September 30, 2024 and December 31, 2023, respectively. There were $43.4 million and $49.8 million letters of credit outstanding as of September 30, 2024 and December 31, 2023, respectively. The Company had $256.3 million and $122.3 million of availability under the ABL Amendment as of September 30, 2024 and December 31, 2023, respectively. Availability was suppressed by $0.3 and $37.9 million as of September 30, 2024 and December 31, 2023, respectively, as a result of certain limitations of borrowing related to reserves and compliance with the Company’s obligations set forth in the ABL Credit Agreement.

Capitalized terms used but not defined herein in Note 5, Long-term debt, shall have the meanings ascribed to such terms in the Second Lien Credit Agreement and the ABL Amendment, as applicable.

Senior Notes and subsidiary guarantors

In May 2021, the Company sold $325.0 million of unsecured 5.25% Senior Notes (the “2029 Notes”) pursuant to a private offering. The 2029 Notes were priced to investors at par and will mature on June 1, 2029. The Company used the net proceeds from the offering, together with cash on hand, to redeem all $325.0 million aggregate principal amount of its outstanding 8.00% Senior Notes due 2022.

The Company’s obligations under these 2029 Notes are guaranteed by each of the Company’s existing and future 100% owned domestic subsidiaries that are co-borrowers or guarantors under the ABL Amendment. Such guarantees are full, unconditional and joint and several. The parent company issuer has no independent assets or operations and all non-guarantor subsidiaries have been determined to be minor.

The weighted average interest rates on the Company’s outstanding borrowings, after adjusting for the effects of interest rate swaps, were 6.81%, and 5.57% as of September 30, 2024 and December 31, 2023, respectively.

v3.24.3
Fair Value Measurements
9 Months Ended
Sep. 30, 2024
Fair Value Disclosures [Abstract]  
Fair Value Measurements
6.
Fair value measurements

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

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

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

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

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

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

 

 

 

 

Fair Value at

 

 

 

Fair Value Hierarchy Levels

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2024

 

 

December 31, 2023

 

 

 

 

 

Assets

 

 

Liabilities

 

 

Assets

 

 

Liabilities

 

Derivatives designated as cash flow hedging instruments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fuel hedge contracts

 

2

 

$

 

 

$

3,467

 

 

$

 

 

$

2,918

 

Foreign currency exchange hedge contracts

 

2

 

 

2

 

 

 

21

 

 

 

358

 

 

 

 

Interest rate swaps

 

2

 

 

 

 

 

536

 

 

 

 

 

 

 

Total derivatives

 

 

 

$

2

 

 

$

4,024

 

 

$

358

 

 

$

2,918

 

 

Fuel hedge contracts

The Company is exposed to certain market risks, primarily commodity price risk as it relates to diesel fuel purchase requirements, which occur in the normal course of business. The Company enters into heating oil commodity swap contracts to hedge the risk that fluctuations in diesel fuel prices could have an adverse impact on cash flows associated with its domestic dredging contracts. The Company’s goal is to hedge approximately 80% of the eligible fuel requirements for work in dredging backlog.

As of September 30, 2024, the Company was party to various swap arrangements to hedge the price of a portion of its diesel fuel purchase requirements for work in its backlog to be performed through February 2026. As of September 30, 2024, there were 9.1 million gallons remaining on these contracts representing forecasted domestic fuel purchases through February 2026. Under these swap agreements, the Company will pay fixed prices ranging from $2.35 to $2.90 per gallon.

At September 30, 2024 and December 31, 2023, the fair value liabilities of the fuel hedge contracts were estimated to be $3.5 million and $2.9 million, respectively, and are recorded in accrued expenses in the condensed consolidated balance sheets. For fuel hedge contracts considered to be highly effective, the losses reclassified to earnings from changes in fair value of derivatives, net of cash settlements and taxes, for the nine months ended September 30, 2024 were $882. The remaining gains and losses included in accumulated other comprehensive loss at September 30, 2024 will be reclassified into earnings over the next seventeen months, corresponding to the period during which the hedged fuel is expected to be utilized. Changes in the fair value of fuel hedge contracts not considered highly effective are recorded as cost of contract revenues in the condensed consolidated statements of operations. The fair values of fuel hedges are corroborated using inputs that are readily observable in public markets; therefore, the Company determines fair value of these fuel hedges using Level 2 inputs.

Foreign currency exchange hedge contracts

The Company is exposed to certain market risks, including foreign currency exchange rate risks related to the purchase of new vessel build materials in Europe. The Company sometimes enters into foreign currency exchange forward contracts to hedge the risk that fluctuations in the Euro in relation to the US Dollar could have an adverse impact on cash flows associated with its equipment builds.

As of September 30, 2024, the Company was party to various foreign exchange forward contract arrangements to hedge the purchase of materials through November 2024. As of September 30, 2024, there were 2.9 million Euro of payments remaining on these hedge contracts. Under these hedge contracts, the Company will pay fixed prices ranging from $1.11 to $1.13 per Euro.

As of September 30, 2024, the fair value liability of foreign currency exchange hedge contracts was $21 and is recorded in accrued expenses in the condensed consolidated balance sheets. As of December 31, 2023, the fair value asset of foreign currency exchange hedge contracts was $358 and is recorded in prepaid expenses and other current assets in the condensed consolidated balance sheets. For foreign currency exchange hedge contracts considered to be highly effective, the losses reclassified to earnings from changes in fair value of derivatives, net of cash settlements and taxes, for the nine months ended September 30, 2024 were $42. The remaining gains and losses included in accumulated other comprehensive loss at September 30, 2024 will be reclassified into earnings over the next two months, corresponding to the period during which the hedged currency is expected to be utilized. Changes in the fair value of foreign currency exchange hedge contracts not considered highly effective are recorded as other expenses in the condensed consolidated statements of operations. The fair values of foreign currency exchange hedges are corroborated using inputs that are readily observable in public markets; therefore, the Company determines the fair value of these foreign currency exchange hedges using Level 2 inputs.

Interest rate swaps

The Company is exposed to certain market risks, including interest rate risks related to the floating interest rates on its variable rate debt. The Company has entered into interest rate swaps to convert a portion of its variable rate debt into fixed-rate debt and hedge the risk that fluctuations in interest rates could have an adverse impact on net interest expense.

As of September 30, 2024, the Company was party to two interest rate swaps with a total notional value of $75 million effective August 5, 2024 and a maturity date of August 24, 2026. Under these interest rate swaps, the Company will pay a weighted average fixed rate of 3.873% on the notional amount and receive payments from the counterparty based on the 30-day SOFR rate, effectively modifying the Company’s exposure to interest rate risk by converting a portion of its floating-rate debt to a weighted average fixed interest rate of 11.623%.

As of September 30, 2024 the fair value liability of the Company’s interest rate swaps was $536 and is recorded in accrued expenses in the condensed consolidated balance sheets. For interest rate swaps considered to be highly effective, the gains reclassified to earnings from changes in fair value of derivatives, net of cash settlements and taxes, for the nine months ended September 30, 2024 were $112. The remaining gains and losses included in accumulated other comprehensive loss at September 30, 2024 will be reclassified into earnings over the next twenty three months, corresponding to the period during which the interest rate swap is expected to be utilized. Changes in the fair value of interest rate swaps not considered highly effective are recorded as interest expense in the condensed consolidated statements of operations. The fair values of interest rate swaps are corroborated using inputs that are readily observable in public markets; therefore, the Company determines the fair value of these interest rate swaps using Level 2 inputs.

Accumulated other comprehensive income (loss)

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

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Derivatives:

 

 

 

 

 

 

 

 

 

 

 

 

Fuel Hedge Contracts

 

 

 

 

 

 

 

 

 

 

 

 

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

 

$

644

 

 

$

(297

)

 

$

882

 

 

$

1,507

 

Change in fair value of derivatives—net of tax

 

 

(2,993

)

 

 

3,271

 

 

 

(1,293

)

 

 

1,113

 

Net change in cash flow derivative fuel hedges—net of tax

 

$

(2,349

)

 

$

2,974

 

 

$

(411

)

 

$

2,620

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign Currency Exchange Hedge Contracts

 

 

 

 

 

 

 

 

 

 

 

 

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

 

$

 

 

$

(198

)

 

$

42

 

 

$

(519

)

Change in fair value of derivatives—net of tax

 

 

89

 

 

 

(621

)

 

 

(553

)

 

 

(377

)

Net change in cash flow derivative foreign currency hedges—net of tax

 

$

89

 

 

$

(819

)

 

$

(511

)

 

$

(896

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest Rate Swaps

 

 

 

 

 

 

 

 

 

 

 

 

Reclassification of derivative gains to earnings—net of tax

 

$

(112

)

 

$

 

 

$

(112

)

 

$

 

Change in fair value of derivatives—net of tax

 

 

(289

)

 

 

 

 

 

(289

)

 

 

 

Net change in cash flow derivative foreign currency hedges—net of tax

 

$

(401

)

 

$

 

 

$

(401

)

 

$

 

Total net change in cash flow derivative hedges - net of tax

 

$

(2,661

)

 

$

2,155

 

 

$

(1,323

)

 

$

1,724

 

 

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

 

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

 

 

September 30,

 

 

September 30,

 

 

 

Statement of Operations Location

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Derivatives:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fuel hedge contracts

 

Costs of contract revenues

 

$

861

 

 

$

(649

)

 

$

1,180

 

 

$

1,425

 

Foreign currency exchange hedge contracts

 

Other income (expense)

 

 

 

 

 

(13

)

 

 

56

 

 

 

(437

)

Interest rate swaps

 

Interest expense—net

 

 

(149

)

 

 

 

 

 

(149

)

 

 

 

 

Income tax (provision) benefit

 

 

180

 

 

 

(167

)

 

 

275

 

 

 

 

 

 

 

$

532

 

 

$

(495

)

 

$

812

 

 

$

988

 

 

Other financial instruments

The carrying value of financial instruments included in current assets and current liabilities approximates fair value due to the short-term maturities of these instruments. Based on timing of the cash flows and comparison to current market interest rates, the carrying values of the ABL Amendment and Second Lien Credit Agreement approximate fair value at September 30, 2024. In May 2021, the Company sold $325.0 million of the 2029 Notes, which were outstanding at September 30, 2024 (see Note 5, Long-term debt). The fair value of the 2029 Notes was $302.1 million at September 30, 2024, which is a Level 1 fair value measurement as the senior notes’ value was obtained using quoted prices in active markets. It is impracticable to determine the fair value of outstanding letters of credit or performance, bid and payment bonds due to uncertainties as to the amount and timing of future obligations, if any.

v3.24.3
Share-Based Compensation
9 Months Ended
Sep. 30, 2024
Share-Based Payment Arrangement [Abstract]  
Share-Based Compensation
7.
Share-based compensation

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

The Prior Plan permitted the granting of stock options, stock appreciation rights, restricted stock and restricted stock units to the Company’s employees and directors for up to 3.3 million shares of common stock, plus an additional 1.7 million shares underlying equity awards issued under the 2007 Long-Term Incentive Plan. The Company may also issue share-based compensation as inducement awards to new employees upon approval of the Company’s board of directors and/or the applicable committee or committees thereof, as may be required.

During the nine months ended September 30, 2024, the Company granted 824 restricted stock units to certain employees. In addition, all non-employee directors on the Company’s board of directors are paid a portion of their board-related compensation in stock grants or restricted stock units. Compensation cost charged to expense related to share-based compensation arrangements was $3.5 million and $1.8 million for the three months ended September 30, 2024 and 2023, respectively. Compensation cost charged to expense related to share-based compensation arrangements was $6.1 million and $4.2 million for the nine months ended September 30, 2024 and 2023, respectively.

v3.24.3
Revenue
9 Months Ended
Sep. 30, 2024
Revenue from Contract with Customer [Abstract]  
Revenue
8.
Revenue

At September 30, 2024, the Company had $1.21 billion of remaining performance obligations, which the Company refers to as total dredging backlog. Total dredging backlog does not include $465.0 million of domestic low bids pending formal award and additional phases (“options”) pending on projects currently in dredging backlog at September 30, 2024. Additionally, it does not include $44.9 million of performance obligations or $12.7 million of options pending award related to offshore wind contracts. Approximately 18% of the Company’s dredging backlog at September 30, 2024 is expected to be completed during the remainder of 2024, with the remaining balance expected to be completed between 2025 and 2026.

Revenue by category

The following series of tables presents the Company's revenue disaggregated by several categories.

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

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

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

Revenues

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Dredging:

 

 

 

 

 

 

 

 

 

 

 

 

Capital—U.S.

 

$

108,682

 

 

$

54,602

 

 

$

249,329

 

 

$

125,234

 

Coastal protection

 

 

43,913

 

 

 

23,567

 

 

 

178,034

 

 

 

131,362

 

Maintenance

 

 

37,867

 

 

 

33,816

 

 

 

130,742

 

 

 

141,553

 

Rivers & lakes

 

 

711

 

 

 

5,200

 

 

 

1,814

 

 

 

9,747

 

Total revenues

 

$

191,173

 

 

$

117,185

 

 

$

559,919

 

 

$

407,896

 

 

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

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

Revenues

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Dredging:

 

 

 

 

 

 

 

 

 

 

 

 

Federal government

 

$

85,876

 

 

$

78,681

 

 

$

339,352

 

 

$

328,211

 

State and local government

 

 

39,330

 

 

 

33,316

 

 

 

108,493

 

 

 

74,497

 

Private

 

 

65,967

 

 

 

5,188

 

 

 

112,074

 

 

 

5,188

 

Total revenues

 

$

191,173

 

 

$

117,185

 

 

$

559,919

 

 

$

407,896

 

 

 

Accounts receivable at September 30, 2024 and December 31, 2023 are as follows:

 

 

September 30,

 

 

December 31,

 

 

 

2024

 

 

2023

 

Completed contracts

 

$

741

 

 

$

2,920

 

Contracts in progress

 

 

34,244

 

 

 

40,743

 

Retainage

 

 

7,885

 

 

 

11,511

 

 

 

 

42,870

 

 

 

55,174

 

Allowance for credit losses

 

 

(364

)

 

 

(364

)

 

 

 

 

 

 

 

Total accounts receivable—net

 

$

42,506

 

 

$

54,810

 

 

 

 

 

 

 

 

 

The components of contracts in progress at September 30, 2024 and December 31, 2023 are as follows:

 

 

September 30,

 

 

December 31,

 

 

 

2024

 

 

2023

 

Costs and earnings in excess of billings:

 

 

 

 

 

 

Costs and earnings for contracts in progress

 

$

306,386

 

 

$

206,330

 

Amounts billed

 

 

(231,134

)

 

 

(196,520

)

Costs and earnings in excess of billings for contracts in progress

 

 

75,252

 

 

 

9,810

 

Costs and earnings in excess of billings for completed contracts

 

 

16,547

 

 

 

58,925

 

Total contract revenues in excess of billings

 

$

91,799

 

 

$

68,735

 

 

 

 

 

 

 

 

Current portion of contract revenues in excess of billings

 

$

91,799

 

 

$

68,735

 

Long-term contract revenues in excess of billings

 

 

 

 

 

 

Total contract revenues in excess of billings

 

$

91,799

 

 

$

68,735

 

 

 

 

 

 

 

 

Billings in excess of costs and earnings:

 

 

 

 

 

 

Amounts billed

 

$

(94,545

)

 

$

(258,948

)

Costs and earnings for contracts in progress

 

 

78,932

 

 

 

229,388

 

Total billings in excess of contract revenues

 

$

(15,613

)

 

$

(29,560

)

 

 

At September 30, 2024 and December 31, 2023, costs to fulfill a contract with a customer recognized as an asset were $22.1 million and $22.2 million, respectively, and are recorded in other current assets and other noncurrent assets in the condensed consolidated balance sheets. These costs relate to pre-contract and pre-construction activities. During the three and nine months ended September 30, 2024, the Company amortized $4.4 million and $12.8 million, respectively, of pre-construction costs. During the three and nine months ended September 30, 2023, the Company amortized $1.6 million and $6.6 million, respectively, of pre-construction costs.

v3.24.3
Commitments and Contingencies
9 Months Ended
Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies
9.
Commitments and contingencies

Commercial commitments

Performance and bid bonds are customarily required for dredging and marine construction projects. The Company has bonding agreements with Argonaut Insurance Company, ACE Holdings, Liberty Mutual Insurance Company, Philadelphia Indemnity Insurance Company, Ascot Insurance Companies and AXIS Insurance Company under which the Company can obtain performance, bid and payment bonds. The Company also has outstanding bonds with Travelers Casualty and Surety Company of America, Berkley Insurance Company and Zurich American Insurance Company. Bid bonds are generally obtained for a percentage of bid value and amounts outstanding typically range from $1.0 million to $10.0 million. At September 30, 2024, the Company had outstanding performance bonds with a notional amount of approximately $1.32 billion. The revenue value remaining in dredging backlog related to the outstanding performance bonds totaled approximately $875.8 million.

Certain foreign projects performed by the Company have warranty periods, typically spanning between one to three years beyond project completion, whereby the Company retains responsibility to maintain the project site to certain specifications during the warranty period. Generally, any potential liability of the Company is mitigated by insurance, shared responsibilities with consortium partners, and/or recourse to owner-provided specifications.

Legal proceedings and other contingencies

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

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

Lease obligations

The Company leases certain operating equipment and office facilities under long-term operating and financing leases expiring at various dates through 2030. The equipment leases contain renewal or purchase options that specify prices at the then fair value upon the expiration of the lease terms. The leases also contain default provisions that are triggered by an acceleration of debt maturity under the terms of the Company’s ABL Amendment, or, in certain instances, cross default to other equipment leases and certain lease arrangements require that the Company maintain certain financial ratios comparable to those required by its ABL Amendment. Additionally, the leases typically contain provisions whereby the Company indemnifies the lessors for the tax treatment attributable to such leases based on the tax rules in place at lease inception. The tax indemnifications do not have a contractual dollar limit. To date, no lessors have asserted any claims against the Company under these tax indemnification provisions.

v3.24.3
Loss per share (Tables)
9 Months Ended
Sep. 30, 2024
Earnings Per Share [Abstract]  
Computations for Basic and Diluted Loss Per Share

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

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

8,852

 

 

$

(6,154

)

 

$

37,549

 

 

$

(7,652

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding — basic

 

 

67,217

 

 

 

66,532

 

 

 

67,021

 

 

 

66,419

 

Effect of stock options and restricted stock units

 

 

613

 

 

 

 

 

 

666

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding — diluted

 

 

67,830

 

 

 

66,532

 

 

 

67,687

 

 

 

66,419

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) per share — basic

 

$

0.13

 

 

$

(0.09

)

 

$

0.56

 

 

$

(0.12

)

Earnings (loss) per share — diluted

 

$

0.13

 

 

$

(0.09

)

 

$

0.55

 

 

$

(0.12

)

v3.24.3
Property and Equipment (Tables)
9 Months Ended
Sep. 30, 2024
Property, Plant and Equipment [Abstract]  
Schedule of Property Plant and Equipment

Property and equipment at September 30, 2024 and December 31, 2023 were as follows:
 

 

 

September 30,

 

 

December 31,

 

 

 

2024

 

 

2023

 

 

 

 

 

 

 

 

Land

 

$

9,348

 

 

$

9,348

 

Buildings and improvements

 

 

1,314

 

 

 

1,314

 

Furniture and fixtures

 

 

20,644

 

 

 

20,090

 

Operating equipment

 

 

920,618

 

 

 

803,954

 

Construction in progress

 

 

235,942

 

 

 

264,674

 

Total property and equipment

 

 

1,187,866

 

 

 

1,099,380

 

Accumulated depreciation

 

 

(506,314

)

 

 

(484,772

)

Property and equipment—net

 

$

681,552

 

 

$

614,608

 

v3.24.3
Accrued Expenses (Tables)
9 Months Ended
Sep. 30, 2024
Payables and Accruals [Abstract]  
Accrued Expenses

Accrued expenses at September 30, 2024 and December 31, 2023 were as follows:

 

 

September 30,

 

 

December 31,

 

 

 

2024

 

 

2023

 

 

 

 

 

 

 

 

Payroll and employee benefits

 

$

15,268

 

 

$

11,986

 

Insurance

 

 

14,397

 

 

 

12,521

 

Interest

 

 

5,962

 

 

 

2,388

 

Fuel hedge contracts

 

 

3,467

 

 

 

2,918

 

Income and other taxes

 

 

2,082

 

 

 

1,900

 

Finance lease liabilities

 

 

1,793

 

 

 

1,047

 

Contract reserves

 

 

-

 

 

 

3,964

 

Other

 

 

1,093

 

 

 

637

 

Total accrued expenses

 

$

44,062

 

 

$

37,361

 

v3.24.3
Fair Value Measurements (Tables)
9 Months Ended
Sep. 30, 2024
Fair Value Disclosures [Abstract]  
Schedule of Fair Values of Financial Instruments and Nonfinancial Assets and Liabilities Measured at the Reporting Date The fair values of these financial instruments are summarized as follows:

 

 

 

 

Fair Value at

 

 

 

Fair Value Hierarchy Levels

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2024

 

 

December 31, 2023

 

 

 

 

 

Assets

 

 

Liabilities

 

 

Assets

 

 

Liabilities

 

Derivatives designated as cash flow hedging instruments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fuel hedge contracts

 

2

 

$

 

 

$

3,467

 

 

$

 

 

$

2,918

 

Foreign currency exchange hedge contracts

 

2

 

 

2

 

 

 

21

 

 

 

358

 

 

 

 

Interest rate swaps

 

2

 

 

 

 

 

536

 

 

 

 

 

 

 

Total derivatives

 

 

 

$

2

 

 

$

4,024

 

 

$

358

 

 

$

2,918

 

Changes in Components of Accumulated Other Comprehensive Income (Loss)

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

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Derivatives:

 

 

 

 

 

 

 

 

 

 

 

 

Fuel Hedge Contracts

 

 

 

 

 

 

 

 

 

 

 

 

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

 

$

644

 

 

$

(297

)

 

$

882

 

 

$

1,507

 

Change in fair value of derivatives—net of tax

 

 

(2,993

)

 

 

3,271

 

 

 

(1,293

)

 

 

1,113

 

Net change in cash flow derivative fuel hedges—net of tax

 

$

(2,349

)

 

$

2,974

 

 

$

(411

)

 

$

2,620

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign Currency Exchange Hedge Contracts

 

 

 

 

 

 

 

 

 

 

 

 

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

 

$

 

 

$

(198

)

 

$

42

 

 

$

(519

)

Change in fair value of derivatives—net of tax

 

 

89

 

 

 

(621

)

 

 

(553

)

 

 

(377

)

Net change in cash flow derivative foreign currency hedges—net of tax

 

$

89

 

 

$

(819

)

 

$

(511

)

 

$

(896

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest Rate Swaps

 

 

 

 

 

 

 

 

 

 

 

 

Reclassification of derivative gains to earnings—net of tax

 

$

(112

)

 

$

 

 

$

(112

)

 

$

 

Change in fair value of derivatives—net of tax

 

 

(289

)

 

 

 

 

 

(289

)

 

 

 

Net change in cash flow derivative foreign currency hedges—net of tax

 

$

(401

)

 

$

 

 

$

(401

)

 

$

 

Total net change in cash flow derivative hedges - net of tax

 

$

(2,661

)

 

$

2,155

 

 

$

(1,323

)

 

$

1,724

 

 

Adjustments Reclassified from Accumulated Balances Other Comprehensive Income (Loss) to Earnings

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

 

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

 

 

September 30,

 

 

September 30,

 

 

 

Statement of Operations Location

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Derivatives:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fuel hedge contracts

 

Costs of contract revenues

 

$

861

 

 

$

(649

)

 

$

1,180

 

 

$

1,425

 

Foreign currency exchange hedge contracts

 

Other income (expense)

 

 

 

 

 

(13

)

 

 

56

 

 

 

(437

)

Interest rate swaps

 

Interest expense—net

 

 

(149

)

 

 

 

 

 

(149

)

 

 

 

 

Income tax (provision) benefit

 

 

180

 

 

 

(167

)

 

 

275

 

 

 

 

 

 

 

$

532

 

 

$

(495

)

 

$

812

 

 

$

988

 

v3.24.3
Revenue (Tables)
9 Months Ended
Sep. 30, 2024
Revenue from Contract with Customer [Abstract]  
Summary of Contract Revenues by Type of Work and Customer

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

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

Revenues

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Dredging:

 

 

 

 

 

 

 

 

 

 

 

 

Capital—U.S.

 

$

108,682

 

 

$

54,602

 

 

$

249,329

 

 

$

125,234

 

Coastal protection

 

 

43,913

 

 

 

23,567

 

 

 

178,034

 

 

 

131,362

 

Maintenance

 

 

37,867

 

 

 

33,816

 

 

 

130,742

 

 

 

141,553

 

Rivers & lakes

 

 

711

 

 

 

5,200

 

 

 

1,814

 

 

 

9,747

 

Total revenues

 

$

191,173

 

 

$

117,185

 

 

$

559,919

 

 

$

407,896

 

 

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

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

Revenues

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Dredging:

 

 

 

 

 

 

 

 

 

 

 

 

Federal government

 

$

85,876

 

 

$

78,681

 

 

$

339,352

 

 

$

328,211

 

State and local government

 

 

39,330

 

 

 

33,316

 

 

 

108,493

 

 

 

74,497

 

Private

 

 

65,967

 

 

 

5,188

 

 

 

112,074

 

 

 

5,188

 

Total revenues

 

$

191,173

 

 

$

117,185

 

 

$

559,919

 

 

$

407,896

 

 

Schedule of Accounts Receivable

Accounts receivable at September 30, 2024 and December 31, 2023 are as follows:

 

 

September 30,

 

 

December 31,

 

 

 

2024

 

 

2023

 

Completed contracts

 

$

741

 

 

$

2,920

 

Contracts in progress

 

 

34,244

 

 

 

40,743

 

Retainage

 

 

7,885

 

 

 

11,511

 

 

 

 

42,870

 

 

 

55,174

 

Allowance for credit losses

 

 

(364

)

 

 

(364

)

 

 

 

 

 

 

 

Total accounts receivable—net

 

$

42,506

 

 

$

54,810

 

 

 

 

 

 

 

 

Components of Contracts in Progress

The components of contracts in progress at September 30, 2024 and December 31, 2023 are as follows:

 

 

September 30,

 

 

December 31,

 

 

 

2024

 

 

2023

 

Costs and earnings in excess of billings:

 

 

 

 

 

 

Costs and earnings for contracts in progress

 

$

306,386

 

 

$

206,330

 

Amounts billed

 

 

(231,134

)

 

 

(196,520

)

Costs and earnings in excess of billings for contracts in progress

 

 

75,252

 

 

 

9,810

 

Costs and earnings in excess of billings for completed contracts

 

 

16,547

 

 

 

58,925

 

Total contract revenues in excess of billings

 

$

91,799

 

 

$

68,735

 

 

 

 

 

 

 

 

Current portion of contract revenues in excess of billings

 

$

91,799

 

 

$

68,735

 

Long-term contract revenues in excess of billings

 

 

 

 

 

 

Total contract revenues in excess of billings

 

$

91,799

 

 

$

68,735

 

 

 

 

 

 

 

 

Billings in excess of costs and earnings:

 

 

 

 

 

 

Amounts billed

 

$

(94,545

)

 

$

(258,948

)

Costs and earnings for contracts in progress

 

 

78,932

 

 

 

229,388

 

Total billings in excess of contract revenues

 

$

(15,613

)

 

$

(29,560

)

v3.24.3
Basis of Presentation (Narrative) (Details)
9 Months Ended
Sep. 30, 2024
USD ($)
Segment
Dec. 31, 2023
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]    
Number of operating Segments 1  
Number of reportable segments 1  
Number of reportable segment with goodwill 1  
Quantitative threshold   5.00%
Percentage of income taxes paid (net of refunds received)   5.00%
Net cash flow effect | $ $ 0  
v3.24.3
Earnings (loss) per share - (Computations for Basic and Diluted Earnings (Loss) Per Share) (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Earnings Per Share [Abstract]        
Net Income (Loss) $ 8,852 $ (6,154) $ 37,549 $ (7,652)
Weighted-average common shares outstanding — basic 67,217 66,532 67,021 66,419
Effect of stock options and restricted stock units 613      
Weighted-average common shares outstanding — diluted 67,830 66,532   66,419
Earnings (loss) per share - basic $ 0.13 $ (0.09) $ 0.56 $ (0.12)
v3.24.3
Earnings (loss) per share - (Narrative) (Details) - shares
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Anti-dilutive Due to Period Loss [Member]        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Stock options and restricted stock, excluded from computation of earnings per share   652,000   427,000
Anti-dilutive Due to Treasury Stock Method [Member]        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Stock options and restricted stock, excluded from computation of earnings per share 56,000 0 59,000 0
v3.24.3
Property and Equipment (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Property, Plant and Equipment [Line Items]    
Total property and equipment $ 1,187,866 $ 1,099,380
Accumulated depreciation (506,314) (484,772)
Property and equipment-net 681,552 614,608
Land [Member]    
Property, Plant and Equipment [Line Items]    
Total property and equipment 9,348 9,348
Buildings and Improvements [Member]    
Property, Plant and Equipment [Line Items]    
Total property and equipment 1,314 1,314
Furniture and Fixtures [Member]    
Property, Plant and Equipment [Line Items]    
Total property and equipment 20,644 20,090
Operating Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Total property and equipment 920,618 803,954
Construction in Progress [Member]    
Property, Plant and Equipment [Line Items]    
Total property and equipment $ 235,942 $ 264,674
v3.24.3
Accrued Expenses (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Payables and Accruals [Abstract]    
Payroll and employee benefits $ 15,268 $ 11,986
Insurance 14,397 12,521
Interest 5,962 2,388
Fuel hedge contracts 3,467 2,918
Income and other taxes 2,082 1,900
Finance lease liabilities 1,793 1,047
Contract reserves   3,964
Other 1,093 637
Total accrued expenses $ 44,062 $ 37,361
v3.24.3
Long-Term Debt (Narrative) (Details) - USD ($)
1 Months Ended 3 Months Ended 9 Months Ended
Apr. 24, 2024
Jul. 29, 2022
May 31, 2021
Sep. 30, 2024
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Debt Instrument [Line Items]              
Line of credit facility, net proceeds after debt issue costs         $ 31,000,000 $ 120,000,000  
2029 Notes [Member]              
Debt Instrument [Line Items]              
Debt instrument, face amount     $ 325,000,000        
Debt instrument, interest rate, stated percentage     5.25%        
Maturity date     Jun. 01, 2029        
8.000% Senior Notes Due in 2022 [Member]              
Debt Instrument [Line Items]              
Debt instrument, face amount     $ 325,000,000        
Debt instrument, interest rate, stated percentage     8.00%        
Owned Domestic Subsidiaries Percent     100.00%        
Debt instruments weighted average interest rate             5.57%
Senior Notes [Member] | 2029 Notes [Member]              
Debt Instrument [Line Items]              
Debt instrument, interest rate, stated percentage 5.25%            
Green Loan Option [Member]              
Debt Instrument [Line Items]              
Line of credit facility, maximum borrowing capacity   $ 35,000,000          
Green Loan Option [Member] | Green Loan Advance Rates [Member]              
Debt Instrument [Line Items]              
Debt instrument, basis spread on variable rate 0.05%            
Second Lien Credit Agreement [Member]              
Debt Instrument [Line Items]              
Debt $ 150,000,000            
Line of credit, remaining borrowing capacity, period 12 months            
Line of credit facility, maximum borrowing capacity $ 100,000,000            
Maximum fixed charge coverage ratio per covenant 110.00%            
Loan prepayment period 18 months            
Percentage of prepayment of principal loan amount 103.00%            
Minimum fixed charge coverage ratio per covenant 110.00%            
Maturity date Apr. 24, 2029            
Borrowings on second lien credit agreement       $ 100,000,000 $ 100,000,000   $ 0
Debt instruments weighted average interest rate       13.02% 13.02%    
Second Lien Credit Agreement [Member] | Prepayment After 19 To 30 Months From Closing Date [Member]              
Debt Instrument [Line Items]              
Percentage of prepayment of principal loan amount 103.00%            
Second Lien Credit Agreement [Member] | Prepayment After 31 To 42 Months From Closing Date [Member]              
Debt Instrument [Line Items]              
Percentage of prepayment of principal loan amount 101.00%            
Second Lien Credit Agreement [Member] | Senior Notes [Member] | 2029 Notes [Member]              
Debt Instrument [Line Items]              
Debt instrument, interest rate, stated percentage 5.25%            
Second Lien Credit Agreement [Member] | Term SOFR Loan [Member]              
Debt Instrument [Line Items]              
Debt instrument, basis spread on variable rate 7.75%            
Second Lien Credit Agreement [Member] | Maximum [Member]              
Debt Instrument [Line Items]              
Line of credit facility, maximum borrowing capacity $ 50,000,000            
Amount of liquidity 12,500,000            
Make-whole carveout amount $ 25,000,000            
Second Lien Credit Agreement [Member] | Maximum [Member] | Term SOFR Loan [Member]              
Debt Instrument [Line Items]              
Debt instrument, basis spread on variable rate 6.75%            
Second Lien Credit Agreement [Member] | Minimum [Member]              
Debt Instrument [Line Items]              
Amount of liquidity $ 50,000,000            
Second Lien Credit Agreement [Member] | Minimum [Member] | Term SOFR Loan [Member]              
Debt Instrument [Line Items]              
Debt instrument, basis spread on variable rate 1.00%            
Second Lien Credit Agreement [Member] | Minimum [Member] | Federal Funds Effective Rate [Member]              
Debt Instrument [Line Items]              
Debt instrument, basis spread on variable rate 0.50%            
Delayed Draw Term Loan Facility [Member]              
Debt Instrument [Line Items]              
Percentage of quarterly fee on undrawn commitments 1.00%            
ABL Amendment [Member]              
Debt Instrument [Line Items]              
Revolving credit facility       $ 0 $ 0   90,000,000
Line of credit facility, maximum borrowing capacity $ 200,000,000 $ 300,000,000          
Letters of credit outstanding       43,400,000 43,400,000   49,800,000
Letter of credit remaining borrowing capacity       256,300,000 256,300,000   122,300,000
Maximum fixed charge coverage ratio per covenant 110.00%            
Line of credit facility suppressed capacity       $ 300,000 $ 300,000   $ 37,900,000
Line of credit facility, net proceeds after debt issue costs $ 88,700,000            
Minimum fixed charge coverage ratio per covenant 110.00% 110.00%          
Maximum covenant percentage of undrawn availability of amended credit agreement   12.50%          
Debt instrument covenant description         The springing financial covenant is triggered when the undrawn availability of the ABL Credit Agreement is less than 12.5% of the maximum loan amount for five consecutive days.    
ABL Amendment [Member] | Domestic Rate [Member]              
Debt Instrument [Line Items]              
Debt instrument, basis spread on variable rate 1.50%            
ABL Amendment [Member] | Domestic Rate [Member] | Margin Advances Facility One [Member]              
Debt Instrument [Line Items]              
Debt instrument, basis spread on variable rate       1.25%      
ABL Amendment [Member] | Domestic Rate [Member] | Margin Advances Facility Two [Member]              
Debt Instrument [Line Items]              
Debt instrument, basis spread on variable rate       1.50%      
ABL Amendment [Member] | Domestic Rate [Member] | Margin Advances Facility Three [Member]              
Debt Instrument [Line Items]              
Debt instrument, basis spread on variable rate       1.75%      
ABL Amendment [Member] | Term SOFR Loan [Member]              
Debt Instrument [Line Items]              
Debt instrument, basis spread on variable rate 2.50%            
ABL Amendment [Member] | Term SOFR Loan [Member] | Margin Advances Facility One [Member]              
Debt Instrument [Line Items]              
Debt instrument, basis spread on variable rate       2.25%      
ABL Amendment [Member] | Term SOFR Loan [Member] | Margin Advances Facility Two [Member]              
Debt Instrument [Line Items]              
Debt instrument, basis spread on variable rate       2.50%      
ABL Amendment [Member] | Term SOFR Loan [Member] | Margin Advances Facility Three [Member]              
Debt Instrument [Line Items]              
Debt instrument, basis spread on variable rate       2.75%      
ABL Amendment [Member] | Maximum [Member]              
Debt Instrument [Line Items]              
Amount of liquidity $ 12,500,000            
ABL Amendment [Member] | Maximum [Member] | Margin Advances Facility Two [Member]              
Debt Instrument [Line Items]              
Maximum revolving advance amount percentage of undrawn availability of credit agreement       66.70%      
ABL Amendment [Member] | Minimum [Member]              
Debt Instrument [Line Items]              
Amount of liquidity $ 50,000,000            
ABL Amendment [Member] | Minimum [Member] | Margin Advances Facility One [Member]              
Debt Instrument [Line Items]              
Maximum revolving advance amount percentage of undrawn availability of credit agreement       66.70%      
ABL Amendment [Member] | Minimum [Member] | Margin Advances Facility Two [Member]              
Debt Instrument [Line Items]              
Maximum revolving advance amount percentage of undrawn availability of credit agreement       33.30%      
ABL Amendment [Member] | Minimum [Member] | Margin Advances Facility Three [Member]              
Debt Instrument [Line Items]              
Maximum revolving advance amount percentage of undrawn availability of credit agreement       33.30%      
v3.24.3
Fair Value Measurements (Schedule of Fair Values of Financial Instruments and Nonfinancial Assets and Liabilities Measured at the Reporting Date) (Details) - Level 2 [Member] - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Derivatives assets $ 2 $ 358
Derivatives liabilities 4,024 2,918
Fuel Hedge Contracts [Member]    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Derivatives liabilities 3,467 2,918
Foreign Currency Exchange Hedge Contracts [Member]    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Derivatives assets 2 $ 358
Derivatives liabilities 21  
Interest Rate Swaps [Member]    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Derivatives liabilities $ 536  
v3.24.3
Fair Value Measurements (Narrative) (Details)
€ in Millions, gal in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2024
USD ($)
Swap
$ / gal
€ / shares
Sep. 30, 2023
USD ($)
Sep. 30, 2024
USD ($)
Swap
$ / gal
€ / shares
gal
Sep. 30, 2023
USD ($)
Sep. 30, 2024
EUR (€)
Swap
$ / gal
€ / shares
Dec. 31, 2023
USD ($)
Fair Value, Inputs, Level 1 [Member]            
Derivatives Fair Value [Line Items]            
Fair value of debt $ 302,100   $ 302,100      
Fuel Hedge Contracts [Member]            
Derivatives Fair Value [Line Items]            
Derivative underlying hedge percent     80.00%      
Derivative, nonmonetary notional amount, volume | gal     9.1      
Reclassification of derivative gain (losses) to earnings net of tax (644,000) $ 297,000 $ (882,000) $ (1,507,000)    
Fair value hedge liabilities $ 3,500   $ 3,500     $ 2,900
Fuel Hedge Contracts [Member] | Minimum [Member]            
Derivatives Fair Value [Line Items]            
Fixed price range | $ / gal 2.35   2.35   2.35  
Fuel Hedge Contracts [Member] | Maximum [Member]            
Derivatives Fair Value [Line Items]            
Fixed price range | $ / gal 2.9   2.9   2.9  
Foreign Currency Exchange Hedge Contracts [Member]            
Derivatives Fair Value [Line Items]            
Fair value hedge assets $ 21,000   $ 21,000     $ 358,000
Reclassification of derivative gain (losses) to earnings net of tax   $ 198,000 $ (42,000) $ 519,000    
Derivative notional amount | €         € 2.9  
Foreign Currency Exchange Hedge Contracts [Member] | Minimum [Member]            
Derivatives Fair Value [Line Items]            
Fixed price range | € / shares 1.11   1.11   1.11  
Foreign Currency Exchange Hedge Contracts [Member] | Maximum [Member]            
Derivatives Fair Value [Line Items]            
Fixed price range | € / shares 1.13   1.13   1.13  
Interest Rate Swaps [Member]            
Derivatives Fair Value [Line Items]            
Reclassification of derivative gain (losses) to earnings net of tax $ 112,000   $ 112,000      
Derivative notional amount 75,000,000   75,000,000      
Fair value hedge liabilities $ 536,000   $ 536,000      
Derivative, maturity date     Aug. 24, 2026      
Number of interest rate swaps | Swap 2   2   2  
v3.24.3
Fair Value Measurements (Changes in Components of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Derivatives Fair Value [Line Items]        
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax, Total [1] $ (2,661) $ 2,155 $ (1,323) $ 1,724
Fuel Hedge Contracts [Member]        
Derivatives Fair Value [Line Items]        
Reclassification of derivative losses (gains) to earnings - net of tax 644 (297) 882 1,507
Change in fair value of derivatives—net of tax (2,993) 3,271 (1,293) 1,113
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax, Total (2,349) 2,974 (411) 2,620
Foreign Currency Exchange Hedge Contracts [Member]        
Derivatives Fair Value [Line Items]        
Reclassification of derivative losses (gains) to earnings - net of tax   (198) 42 (519)
Change in fair value of derivatives—net of tax 89 (621) (553) (377)
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax, Total 89 $ (819) (511) $ (896)
Interest Rate Swaps [Member]        
Derivatives Fair Value [Line Items]        
Reclassification of derivative losses (gains) to earnings - net of tax (112)   (112)  
Change in fair value of derivatives—net of tax (289)   (289)  
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax, Total $ (401)   $ (401)  
[1] Net of income tax benefit (provision) of $900 and $(728) for the three months ended September 30, 2024 and 2023, respectively. Net of income tax benefit (provision) of $447 and $(583) for the nine months ended September 30, 2024 and 2023, respectively.
v3.24.3
Fair Value Measurements (Adjustments Reclassified from Accumulated Balances Other Comprehensive Income (Loss) to Earnings) (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Derivative Instruments Gain Loss [Line Items]        
Costs of contract revenues $ 154,940 $ 108,155 $ 448,272 $ 368,832
Other income (expense) 200 (78) 753 2,173
Interest expense—net (4,888) (2,762) (12,977) (9,322)
Income tax (provision) benefit (3,154) 1,809 (12,985) 1,804
Net income (loss) 8,852 (6,154) 37,549 (7,652)
Accumulated Gain Loss Net Cash Flow Hedge Parent [Member] | Reclassification Out of Accumulated Other Comprehensive Income [Member]        
Derivative Instruments Gain Loss [Line Items]        
Income tax (provision) benefit 180 (167) 275  
Net income (loss) 532 (495) 812 988
Fuel Hedge Contracts [Member] | Accumulated Gain Loss Net Cash Flow Hedge Parent [Member] | Reclassification Out of Accumulated Other Comprehensive Income [Member]        
Derivative Instruments Gain Loss [Line Items]        
Costs of contract revenues 861 (649) 1,180 1,425
Foreign Currency Exchange Hedge Contracts [Member] | Accumulated Gain Loss Net Cash Flow Hedge Parent [Member] | Reclassification Out of Accumulated Other Comprehensive Income [Member]        
Derivative Instruments Gain Loss [Line Items]        
Other income (expense)   $ (13) 56 $ (437)
Interest Rate Swaps [Member] | Accumulated Gain Loss Net Cash Flow Hedge Parent [Member] | Reclassification Out of Accumulated Other Comprehensive Income [Member]        
Derivative Instruments Gain Loss [Line Items]        
Interest expense—net $ (149)   $ (149)  
v3.24.3
Share-Based Compensation (Narrative) (Details) - USD ($)
shares in Thousands, $ in Millions
3 Months Ended 9 Months Ended
May 11, 2017
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
May 05, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Restricted stock units       824    
Share-based compensation expense   $ 3.5 $ 1.8 $ 6.1 $ 4.2  
Employees and Directors [Member] | 2017 Long-Term Incentive Plan [Member]            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Share-based compensation arrangement by share-based payment award, number of shares available for grant 3,300         1,500
Employees and Directors [Member] | 2007 Long-Term Incentive Plan [Member]            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Underlying equity awards issued 1,700          
v3.24.3
Revenue (Narrative) (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Revenue From Contract With Customer [Line Items]          
Revenue, remaining performance obligation $ 1,210   $ 1,210    
Performance obligations exclude from dredging backlog 44,900   44,900    
Performance obligations domestic low bids pending formal award and additional phases $ 465,000   $ 465,000    
Percentage of performance obligation to be recognized as revenue     18.00%    
Performance obligation, expected to be recognized as revenue year     2024    
Remaining performance obligation, expected timing of satisfaction, year 2025 2026   2025 2026    
Amortization on pre-construction costs $ 4,400 $ 1,600 $ 12,800 $ 6,600  
Options pending award related to offshore wind contracts 12,700   12,700    
Other Current and Noncurrent Assets [Member]          
Revenue From Contract With Customer [Line Items]          
Costs to fulfill a contract with customer recognized as an asset $ 22,100   $ 22,100   $ 22,200
v3.24.3
Revenue (Summary of Type of Work, Contract Revenues) (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Disaggregation Of Revenue [Line Items]        
Revenue from Contract with Customer, Excluding Assessed Tax $ 191,173 $ 117,185 $ 559,919 $ 407,896
Type of Work [Member] | Operating Segment [Member] | Dredging [Member]        
Disaggregation Of Revenue [Line Items]        
Revenue from Contract with Customer, Excluding Assessed Tax 191,173 117,185 559,919 407,896
Type of Work [Member] | Operating Segment [Member] | Dredging [Member] | Capital-U.S. [Member]        
Disaggregation Of Revenue [Line Items]        
Revenue from Contract with Customer, Excluding Assessed Tax 108,682 54,602 249,329 125,234
Type of Work [Member] | Operating Segment [Member] | Dredging [Member] | Coastal Protection [Member]        
Disaggregation Of Revenue [Line Items]        
Revenue from Contract with Customer, Excluding Assessed Tax 43,913 23,567 178,034 131,362
Type of Work [Member] | Operating Segment [Member] | Dredging [Member] | Maintenance [Member]        
Disaggregation Of Revenue [Line Items]        
Revenue from Contract with Customer, Excluding Assessed Tax 37,867 33,816 130,742 141,553
Type of Work [Member] | Operating Segment [Member] | Dredging [Member] | Rivers & Lakes [Member]        
Disaggregation Of Revenue [Line Items]        
Revenue from Contract with Customer, Excluding Assessed Tax $ 711 $ 5,200 $ 1,814 $ 9,747
v3.24.3
Revenue (Summary of Type of Customer, Contract Revenues) (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Disaggregation Of Revenue [Line Items]        
Revenue from Contract with Customer, Excluding Assessed Tax $ 191,173 $ 117,185 $ 559,919 $ 407,896
Type of Customer [Member] | Operating Segment [Member] | Dredging [Member]        
Disaggregation Of Revenue [Line Items]        
Revenue from Contract with Customer, Excluding Assessed Tax 191,173 117,185 559,919 407,896
Type of Customer [Member] | Operating Segment [Member] | Dredging [Member] | Federal Government [Member]        
Disaggregation Of Revenue [Line Items]        
Revenue from Contract with Customer, Excluding Assessed Tax 85,876 78,681 339,352 328,211
Type of Customer [Member] | Operating Segment [Member] | Dredging [Member] | State and Local Government [Member]        
Disaggregation Of Revenue [Line Items]        
Revenue from Contract with Customer, Excluding Assessed Tax 39,330 33,316 108,493 74,497
Type of Customer [Member] | Operating Segment [Member] | Dredging [Member] | Private [Member]        
Disaggregation Of Revenue [Line Items]        
Revenue from Contract with Customer, Excluding Assessed Tax $ 65,967 $ 5,188 $ 112,074 $ 5,188
v3.24.3
Revenue (Schedule of Accounts Receivable) (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Receivables [Abstract]    
Completed contracts $ 741 $ 2,920
Contracts in progress 34,244 40,743
Retainage 7,885 11,511
Accounts receivable, gross 42,870 55,174
Allowance for credit losses (364) (364)
Total accounts receivable—net $ 42,506 $ 54,810
v3.24.3
Revenue (Components of Contracts in Progress) (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Accounts Notes And Loans Receivable [Line Items]    
Costs and earnings in excess of billings for contracts in progress $ 75,252 $ 9,810
Costs and earnings in excess of billings for completed contracts 16,547 58,925
Total contract revenues in excess of billings 91,799 68,735
Current portion of contract revenues in excess of billings 91,799 68,735
Total billings in excess of contract revenues (15,613) (29,560)
Costs And Earnings In Excess Of Billings [Member]    
Accounts Notes And Loans Receivable [Line Items]    
Costs and earnings for contracts in progress 306,386 206,330
Amounts billed (231,134) (196,520)
Billings In Excess Of Costs And Earnings [Member]    
Accounts Notes And Loans Receivable [Line Items]    
Costs and earnings for contracts in progress 78,932 229,388
Amounts billed $ (94,545) $ (258,948)
v3.24.3
Commitments and Contingencies (Narrative) (Details)
Sep. 30, 2024
USD ($)
Commitments And Contingencies [Line Items]  
Outstanding performance bonds $ 1,320,000
Revenue value remaining from outstanding performance bonds 875,800,000
Minimum [Member]  
Commitments And Contingencies [Line Items]  
Bids bond range 1,000,000
Maximum [Member]  
Commitments And Contingencies [Line Items]  
Bids bond range $ 10,000,000

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