Part

~~Part I - Financial Information~~

PART I.FINANCIAL INFORMATION

~~Item 1 Financial Statements~~

ITEM 1.FINANCIAL STATEMENTS

Orion Group Holdings, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In Thousands, Except Share and Per Share Information)

June 30,
2019 December 31,
2018
ASSETS (Unaudited)
Current assets:
Cash and cash equivalents $ 2,759
$ 8,684
Accounts receivable:
Trade, net of allowance of $4,280 and $4,280, respectively 99,292
77,641
Retainage 36,889
30,734
Other current 2,134
4,257
Income taxes receivable 865
467
Inventory 907
1,056
Costs and estimated earnings in excess of billings on uncompleted contracts 23,641
9,217
Prepaid expenses and other 4,947
5,000
Total current assets 171,434
137,056
Property and equipment, net of depreciation 135,045
148,003
Operating lease right-of-use assets, net of amortization 21,510
—
Financing lease right-of-use assets, net of amortization 8,238
—
Inventory, non-current 7,495
7,598
Intangible assets, net of amortization 13,467
14,787
Other non-current 5,600
5,426
Total assets $ 362,789
$ 312,870
LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Current debt, net of debt issuance costs $ 2,939
$ 2,946
Accounts payable:

Trade 48,175
42,023
Retainage 845
736
Accrued liabilities 13,902
18,840
Income taxes payable 409
—
Billings in excess of costs and estimated earnings on uncompleted contracts 51,964
21,761
Current portion of operating lease liabilities 5,677
—
Current portion of financing lease liabilities 2,935
—
Total current liabilities 126,846
86,306
Long-term debt, net of debt issuance costs 78,386
76,119
Operating lease liabilities 16,485
—
Financing lease liabilities 4,291
—
Other long-term liabilities 2,846
8,759
Deferred income taxes 92
49
Interest rate swap liability 1,094
52
Total liabilities 230,040
171,285

Stockholders’ equity:

Preferred stock -- $0.01 par value, 10,000,000 authorized, none issued —
—
Common stock -- $0.01 par value, 50,000,000 authorized, 30,215,084 and 29,611,989 issued; 29,503,853 and 28,900,758 outstanding at June 30, 2019 and December 31, 2018, respectively 302
296
Treasury stock, 711,231 shares, at cost, as of June 30, 2019 and December 31, 2018, respectively (6,540 ) (6,540 )
Other comprehensive loss (1,094 ) (52 )
Additional paid-in capital 181,499
179,742
Retained loss (41,418 ) (31,861 )
Total stockholders’ equity 132,749
141,585
Total liabilities and stockholders’ equity $ 362,789
$ 312,870


	June 30,		December 31,
	2020		2019
ASSETS		(Unaudited)
Current assets:
Cash and cash equivalents	$	10,343	$	128
Restricted cash		—		958
Accounts receivable:
Trade, net of allowance for credit losses of $3,011 and $2,600, respectively		96,146		116,540
Retainage		37,963		42,547
Income taxes receivable		1,059		962
Other current		2,260		2,680
Inventory		1,963		1,114
Costs and estimated earnings in excess of billings on uncompleted contracts		36,339		41,389
Prepaid expenses and other		5,354		5,647
Total current assets		191,427		211,965
Property and equipment, net of depreciation		126,971		132,348
Operating lease right-of-use assets, net of amortization		16,762		17,997
Financing lease right-of-use assets, net of amortization		13,783		7,896
Inventory, non-current		6,360		7,037
Intangible assets, net of amortization		11,114		12,147
Deferred income tax asset		143		85
Other non-current		4,861		5,369
Total assets	$	371,421	$	394,844
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current debt, net of debt issuance costs	$	4,358	$	3,668
Accounts payable:
Trade		46,869		70,421
Retainage		434		562
Accrued liabilities		20,731		16,966
Income taxes payable		1,227		1,523
Billings in excess of costs and estimated earnings on uncompleted contracts		53,829		48,781
Current portion of operating lease liabilities		5,095		5,043
Current portion of financing lease liabilities		4,919		2,788
Total current liabilities		137,462		149,752
Long-term debt, net of debt issuance costs		47,734		68,029
Operating lease liabilities		12,334		13,596
Financing lease liabilities		8,288		3,760
Other long-term liabilities		20,017		20,436
Deferred income tax liability		164		205
Interest rate swap liability		1,989		1,045
Total liabilities		227,988		256,823
Stockholders’ equity:
Preferred stock -- $0.01 par value, 10,000,000 authorized, NaN issued		—		—
Common stock -- $0.01 par value, 50,000,000 authorized, 31,060,101 and 30,303,395 issued; 30,348,870 and 29,592,164 outstanding at June 30, 2020 and December 31, 2019, respectively		311		303
Treasury stock, 711,231 shares, at cost, as of June 30, 2020 and December 31, 2019, respectively		(6,540)		(6,540)
Accumulated other comprehensive loss		(1,989)		(1,045)
Additional paid-in capital		184,120		182,523
Retained loss		(32,469)		(37,220)
Total stockholders’ equity		143,433		138,021
Total liabilities and stockholders’ equity	$	371,421	$	394,844

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

Table of Contents

Orion Group Holdings, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(In Thousands, Except Share and Per Share Information)

(Unaudited)

Three months ended June 30, Six months ended June 30,
2019 2018 2019 2018
Contract revenues $ 165,985
$ 159,767
$ 309,090
$ 296,610
Costs of contract revenues 151,008
140,305
285,031
262,452
Gross profit 14,977
19,462
24,059
34,158
Selling, general and administrative expenses 15,114
14,710
30,087
27,751
Amortization of intangible assets 658
847
1,318
1,694
Gain on sale of assets, net (372 ) (686 ) (746 ) (1,499 )
Other gain from continuing operations —
—
—
(5,448 )
Operating (loss) income from operations (423 ) 4,591
(6,600 ) 11,660
Other (expense) income:
Other income (expense) 534
476
557
474
Interest income 94
47
242
47
Interest expense (1,978 ) (1,205 ) (3,303 ) (2,682 )
Other expense, net (1,350 ) (682 ) (2,504 ) (2,161 )
(Loss) income before income taxes (1,773 ) 3,909
(9,104 ) 9,499
Income tax (benefit) expense (140 ) 1,660
453
3,149
Net (loss) income $ (1,633 ) $ 2,249
$ (9,557 ) $ 6,350

Basic (loss) income per share $ (0.06 ) $ 0.08
$ (0.33 ) $ 0.22
Diluted (loss) income per share $ (0.06 ) $ 0.08
$ (0.33 ) $ 0.22
Shares used to compute (loss) income per share:
Basic 29,097,094
28,309,004
29,086,811
28,243,400
Diluted 29,097,094
28,544,010
29,086,811
28,474,432


	Three months ended June 30,				Six months ended June 30,
	2020		2019		2020		2019
Contract revenues	$	183,713	$	165,985	$	350,333	$	309,090
Costs of contract revenues		162,969		151,008		309,831		285,031
Gross profit		20,744		14,977		40,502		24,059
Selling, general and administrative expenses		16,512		15,114		32,381		30,087
Amortization of intangible assets		517		658		1,033		1,318
Gain on sale of assets, net		(369)		(372)		(1,361)		(746)
Operating income (loss)		4,084		(423)		8,449		(6,600)
Other (expense) income:
Other income		39		534		136		557
Interest income		54		94		94		242
Interest expense		(1,169)		(1,978)		(2,571)		(3,303)
Other expense, net		(1,076)		(1,350)		(2,341)		(2,504)
Income (loss) before income taxes		3,008		(1,773)		6,108		(9,104)
Income tax expense (benefit)		980		(140)		1,357		453
Net income (loss)	$	2,028	$	(1,633)	$	4,751	$	(9,557)

Basic earnings (loss) per share	$	0.07	$	(0.06)	$	0.16	$	(0.33)
Diluted earnings (loss) per share	$	0.07	$	(0.06)	$	0.16	$	(0.33)
Shares used to compute income (loss) per share:
Basic		30,031,188		29,097,094		29,842,298		29,086,811
Diluted		30,031,188		29,097,094		29,842,298		29,086,811

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

Table of Contents

Orion Group Holdings, Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income (Loss) ~~Income~~

(In Thousands)

(Unaudited)

Three months ended June 30, Six months ended June 30,
2019 2018 2019 2018
Net (loss) income $ (1,633 ) $ 2,249
$ (9,557 ) $ 6,350
Change in fair value of cash flow hedge, net of tax benefit of $145 and $225 for the three and six months ended June 30, 2019, respectively and net of tax expense of $31 and $124 for the three and six months ended June 30, 2018, respectively (506 ) 77
(790 ) 346
Total comprehensive (loss) income $ (2,139 ) $ 2,326
$ (10,347 ) $ 6,696


		Three months ended June 30,			Six months ended June 30,
	2020		2019		2020		2019
Net income (loss)	$	2,028	$	(1,633)	$	4,751	$	(9,557)
Change in fair value of cash flow hedge, net of tax expense of $9 and tax benefit of $217 for the three and six months ended June 30, 2020, respectively and net of tax benefit of $145 and $225 for the three and six months ended June 30, 2019.		31		(506)		(727)		(790)
Total comprehensive income (loss)	$	2,059	$	(2,139)	$	4,024	$	(10,347)

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

Table of Contents

Orion Group Holdings, Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Equity

(In Thousands, Except Share and Per Share Information)

(Unaudited)

Common
Stock

Treasury
Stock
Other Comprehensive Loss
Additional
Paid-In Capital
Retained Earnings
Shares Amount Shares Amount Total
Balance, December 31, 2018 29,611,989
$ 296
(711,231 ) $ (6,540 ) $ (52 ) $ 179,742
$ (31,861 ) $ 141,585
Stock-based compensation —
—
—
—
—
664
—
664
Exercise of stock options 7,021
—
—
—
—
35
—
35
Issuance of restricted stock 185,204
1
—
—
—
(1 ) —
—
Cash flow hedge, net of tax —
—
—
—
(284 ) —
—
(284 )
Forfeiture of restricted stock (18,207 ) —
—
—
—
—
—
—
Net loss —
—
—
—
—
—
(7,924 ) (7,924 )
Balance, March 31, 2019 29,786,007
$ 297
(711,231 ) $ (6,540 ) $ (336 ) $ 180,440
$ (39,785 ) $ 134,076
Stock-based compensation —
—
—
—
—
1,064
—
1,064
Issuance of restricted stock 479,590
6
—
—
—
(6 ) —
—
Cash flow hedge, net of tax —
—
—
—
(758 ) —
—
(758 )
Forfeiture of restricted stock (50,513 ) (1 ) —
—
—
1
—
—
Net loss —
—
—
—
—
—
(1,633 ) (1,633 )
Balance, June 30, 2019 30,215,084
$ 302
(711,231 ) $ (6,540 ) $ (1,094 ) $ 181,499
$ (41,418 ) $ 132,749

Common
Stock

Treasury
Stock
Other Comprehensive Loss
Additional
Paid-In Capital
Retained Earnings
Shares Amount Shares Amount Total
Balance, December 31, 2017 28,860,961
$ 288
(711,231 ) $ (6,540 ) $ (26 ) $ 174,697
$ 62,847
$ 231,266
Adoption of ASC 606 (Note 2)
—
—
—
—
—
—
(286 ) (286 )
Stock-based compensation —
—
—
—
—
334
—
334
Exercise of stock options 146,765
2
—
—
—
814
—
816
Cash flow hedge, net of tax —
—
—
—
269
—
—
269
Net loss —
—
—
—
—
—
4,101
4,101
Balance, March 31, 2018 29,007,726
$ 290
(711,231 ) $ (6,540 ) $ 243
$ 175,845
$ 66,662
$ 236,500
Stock-based compensation —
—
—
—
—
817
—
817
Exercise of stock options 84,705
—
—
—
—
483
—
483
Issuance of restricted stock 331,095
3
—
—
—
(3 ) —
—
Cash flow hedge, net of tax —
—
—
—
77
—
—
77
Forfeiture of restricted stock (1,094 ) —
—
—
—
—
—
—
Net loss —
—
—
—
—
—
2,249
2,249
Balance, June 30, 2018 29,422,432
$ 293
(711,231 ) $ (6,540 ) $ 320
$ 177,142
$ 68,911
$ 240,126


	Common			Treasury			Accumulated Other		Additional
	Stock			Stock			Comprehensive		Paid-In		Retained
	Shares	Amount		Shares	Amount		Loss		Capital		Earnings (Loss)		Total
Balance, December 31, 2019	30,303,395	$	303	(711,231)	$	(6,540)	$	(1,045)	$	182,523	$	(37,220)	$	138,021
Stock-based compensation	—		—	—		—		—		462		—		462
Issuance of restricted stock	185,356		2	—		—		—		(2)		—		—
Forfeiture of restricted stock	(3,351)		—	—		—		—		—		—		—
Cash flow hedge	—		—	—		—		(984)		—		—		(984)
Net income	—		—	—		—		—		—		2,723		2,723
Balance, March 31, 2020	30,485,400	$	305	(711,231)	$	(6,540)	$	(2,029)	$	182,983	$	(34,497)	$	140,222
Stock-based compensation	—		—	—		—		—		1,167		—		1,167
Issuance of restricted stock	638,938		6	—		—		—		(6)		—		—
Forfeiture of restricted stock	(54,510)		—	—		—		—		—		—		—
Purchase of vested stock-based awards	(9,727)									(24)				(24)
Cash flow hedge	—		—	—		—		40		—		—		40
Net income	—		—	—		—		—		—		2,028		2,028
Balance, June 30, 2020	31,060,101	$	311	(711,231)	$	(6,540)	$	(1,989)	$	184,120	$	(32,469)	$	143,433


	Common			Treasury			Accumulated Other		Additional
	Stock			Stock			Comprehensive		Paid-In		Retained
	Shares	Amount		Shares	Amount		Loss		Capital		Earnings		Total
Balance, December 31, 2018	29,611,989	$	296	(711,231)	$	(6,540)	$	(52)	$	179,742	$	(31,861)	$	141,585
Stock-based compensation	—		—	—		—		—		664		—		664
Exercise of stock options	7,021		—	—		—		—		35		—		35
Issuance of restricted stock	185,204		1	—		—		—		(1)		—		—
Forfeiture of restricted stock	(18,207)		—	—		—		—		—		—		—
Cash flow hedge	—		—	—		—		(284)		—		—		(284)
Net loss	—		—	—		—		—		—		(7,924)		(7,924)
Balance, March 31, 2019	29,786,007	$	297	(711,231)	$	(6,540)	$	(336)	$	180,440	$	(39,785)	$	134,076
Stock-based compensation	—		—	—		—		—		1,064		—		1,064
Issuance of restricted stock	479,590		6	—		—		—		(6)		—		—
Forfeiture of restricted stock	(50,513)		(1)	—		—		—		1		—		—
Cash flow hedge	—		—	—		—		(758)		—		—		(758)
Net loss	—		—	—		—		—		—		(1,633)		(1,633)
Balance, June 30, 2019	30,215,084	$	302	(711,231)	$	(6,540)	$	(1,094)	$	181,499	$	(41,418)	$	132,749

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

Table of Contents

Orion Group Holdings, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(~~In Thousands)~~

in thousands)

(Unaudited)

Six months ended June 30,
2019 2018
Cash flows from operating activities:
Net (loss) income $ (9,557 ) $ 6,350
Adjustments to reconcile net (loss) income to net cash (used in) provided by

Operating activities:

Depreciation and amortization 13,108
14,211
Amortization of ROU operating leases 2,927
—
Amortization of ROU finance leases 1,154
—
Unamortized debt issuance costs upon debt modification 399
—
Amortization of deferred debt issuance costs 186
646
Deferred income taxes 43
1,841
Stock-based compensation 1,728
1,151
Gain on sale of property and equipment (746 ) (1,499 )
Other gain from continuing operations —
(5,448 )
Change in operating assets and liabilities:
Accounts receivable (28,257 ) 8,983
Notes receivable 264
—
Income tax receivable (398 ) 91
Inventory 252
588
Prepaid expenses and other (138 ) 1,482
Costs and estimated earnings in excess of billings on uncompleted contracts (14,424 ) (7,282 )
Accounts payable 6,261
(6,952 )
Accrued liabilities (1,601 ) (962 )
Operating lease liabilities (2,896 ) —
Income tax payable 409
449
Billings in excess of costs and estimated earnings on uncompleted contracts 30,204
(8,854 )
Other —
(286 )
Net cash (used in) provided by operating activities (1,082 ) 4,509
Cash flows from investing activities:

Proceeds from sale of property and equipment 847
1,070
Purchase of property and equipment (8,118 ) (11,911 )
Contributions to CSV life insurance (444 ) (266 )
Proceeds from return of investment —
94
Insurance claim proceeds related to property and equipment 2,574
1,150
Net cash used in investing activities (5,141 ) (9,863 )
Cash flows from financing activities:

Borrowings from Credit Facility 32,000
13,000
Payments made on borrowings from Credit Facility (29,500 ) (11,750 )
Loan costs from Credit Facility (825 ) —
Payments of finance lease liabilities (1,412 ) —
Exercise of stock options 35
1,299
Net cash provided by financing activities 298
2,549
Net change in cash and cash equivalents (5,925 ) (2,805 )
Cash and cash equivalents at beginning of period 8,684
9,086
Cash and cash equivalents at end of period $ 2,759
$ 6,281
Supplemental disclosures of cash flow information:

Cash paid during the period for:

Interest $ 3,926
$ 2,055
Taxes, net of refunds $ 394
$ 404


	Six months ended June 30,
	2020		2019
Cash flows from operating activities:
Net income (loss)	$	4,751	$	(9,557)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Operating activities:
Depreciation and amortization		12,311		13,108
Amortization of ROU operating leases		3,066		2,927
Amortization of ROU finance leases		1,585		1,154
Unamortized debt issuance costs upon debt modification		—		399
Amortization of deferred debt issuance costs		286		186
Deferred income taxes		(99)		43
Stock-based compensation		1,629		1,728
Gain on sale of property and equipment		(1,361)		(746)
Allowance for credit losses		411		—
Change in operating assets and liabilities:
Accounts receivable		23,645		(28,257)
Income tax receivable		(97)		(398)
Inventory		(172)		252
Prepaid expenses and other		900		126
Costs and estimated earnings in excess of billings on uncompleted contracts		5,050		(14,424)
Accounts payable		(23,680)		6,261
Accrued liabilities		2,818		(1,601)
Operating lease liabilities		(2,721)		(2,896)
Income tax payable		(296)		409
Billings in excess of costs and estimated earnings on uncompleted contracts		5,048		30,204
Net cash provided by (used in) operating activities		33,074		(1,082)
Cash flows from investing activities:
Proceeds from sale of property and equipment		1,749		847
Purchase of property and equipment		(5,036)		(8,118)
Contributions to CSV life insurance		(99)		(444)
Insurance claim proceeds related to property and equipment		1,342		2,574
Net cash used in investing activities		(2,044)		(5,141)
Cash flows from financing activities:
Borrowings from Credit Facility		5,000		32,000
Payments made on borrowings from Credit Facility		(24,500)		(29,500)
Loan costs from Credit Facility		(391)		(825)
Payments of finance lease liabilities		(1,858)		(1,412)
Purchase of vested stock-based awards		(24)		—
Exercise of stock options		—		35
Net cash (used in) provided by financing activities		(21,773)		298
Net change in cash, cash equivalents and restricted cash		9,257		(5,925)
Cash, cash equivalents and restricted cash at beginning of period		1,086		8,684
Cash, cash equivalents and restricted cash at end of period	$	10,343	$	2,759

Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest	$	2,130	$	3,926
Taxes, net of refunds	$	1,663	$	394

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

Table of Contents

Orion Group Holdings, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in thousands, Except ~~for~~ Share and per Share Amounts)

(Unaudited)

1.Description of Business and Basis of Presentation

Description of Business

Orion Group Holdings, Inc., its subsidiaries and affiliates (hereafter collectively referred to as the "Company"), provide a broad range of specialty construction services in the infrastructure, industrial, and building sectors of the continental United States, Alaska, Canada and the Caribbean Basin. The Company’s marine segment services the infrastructure sector through marine transportation facility construction, marine pipeline construction, marine environmental structures, dredging of waterways, channels and ports, environmental dredging, design, and specialty services. Its concrete segment services the building sector by providing turnkey concrete construction services including pour and finish, dirt work, layout, forming, rebar, and mesh across the light commercial, structural and other associated business areas. The Company is headquartered in Houston, Texas with offices throughout its operating areas.

The tools used by the chief operating decision maker ("CODM") to allocate resources and assess performance are based on ~~two~~2 reportable and operating segments: marine, which operates under the Orion Marine Group brand and logo, and concrete, which operates under the TAS Commercial Concrete brand and logo.

Although ~~the Company describes~~we describe the business in this report in terms of the services the Company provides, its base of customers and the areas in which it operates, the Company has determined that its operations currently comprise ~~two~~2 reportable segments pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 280, Segment Reporting.

In making this determination, the Company considered the similar economic characteristics of its operations that comprise its marine segment. For the marine segment, the methods used, and the internal processes employed, to deliver marine construction services are similar throughout the segment, including standardized estimating, project controls and project management. This segment has the same customers with similar funding drivers, and it complies with regulatory environments driven through Federal agencies such as the U.S. Army Corps of Engineers, U.S. Fish and Wildlife Service, U.S. Environmental Protection Agency and U.S. Occupational Safety and Health Administration ("OSHA"), among others. Additionally, the segment is driven by macro-economic considerations including the level of import/export seaborne transportation, development of energy-related infrastructure, cruise line expansion and operations, marine bridge infrastructure development, waterway pipeline crossings and the maintenance of waterways. These considerations, and others, are key catalysts for future prospects and are similar across the segment.

For the concrete segment, the Company also considered the similar economic characteristics of these operations. The methods used, and the internal processes employed, to deliver concrete construction services are similar throughout the segment, including standardized estimating, project controls and project management. This segment complies with regulatory environments such as OSHA. Additionally, this segment is driven by macro-economic considerations, including movements in population, commercial real estate development, institutional funding and expansion, and recreational development, specifically in metropolitan areas of Texas. These considerations, and others, are key catalysts for future prospects and are similar across the segment.

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Basis of Presentation

The accompanying condensed consolidated financial statements and financial information included herein have been prepared pursuant to the interim period reporting requirements of Form 10-Q. Consequently, certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States ("(“U.S. ~~GAAP"~~GAAP”) have been condensed or omitted. Readers of this report should also read the ~~Company's~~Company’s condensed consolidated financial statements and the notes thereto included in its Annual Report on Form 10-K for the fiscal year ended December 31, ~~2018~~2019 (“~~2018~~2019 Form 10-K”) as well as Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations also included in its ~~2018~~2019 Form 10-K.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments considered necessary for a fair presentation of the Company’s financial position, results of operations, and cash flows for the periods presented. Such adjustments are of a normal recurring nature. Interim results of operations for the three and six months ended June 30, ~~2019~~2020 are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2019.~~

2020.

Certain amounts in the prior year financial statements have been reclassified to conform to the current year presentation in the ~~Company's~~Company’s condensed consolidated statement of operations. As part of the Company’s Invest, Scale and Grow (“ISG”) initiative it realigned its project management personnel within the operating groups for the combined company. As a result of the realignment, beginning

in the second quarter of 2019, the Company has elected to classify certain project management costs in Cost of contract revenue in its Condensed Consolidated Statements of Operations (the “Statements of Operations”) to better represent how those costs are managed and controlled. For periods reported prior to the second quarter of 2019, certain project management costs were included in Selling, general and administrative (“SG&A”) expenses. The ~~Company's~~Company’s SG&A expense for 2019 included project management costs of $1.1 million incurred in the first quarter of ~~2019, and SG&A expense for 2018 and 2017 included project management costs of $4.9 million and $4.7 million, respectively.~~

2019.

2.Summary of Significant Accounting ~~Principles~~

Policies

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. ~~Management's~~Management’s estimates, judgments and assumptions are continually evaluated based on available information and experience; however, actual amounts could differ from those estimates. Please refer to Note 2 of the Notes to Consolidated Financial Statements included in the Company's 2018 Form 10-K for a discussion of other significant estimates and assumptions affecting its consolidated financial statements which are not discussed below.

On an ongoing basis, the Company evaluates the significant accounting policies used to prepare its condensed consolidated financial statements, including, but not limited to, those related to:

●

Revenue recognition from construction contracts;

●

Accounts receivable and allowance for credit losses;

●

Property, plant and equipment;

●

Leases;

●

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

●

Stock-based compensation;

~~Revenue recognition from construction contracts;~~

~~Accounts receivable and allowance for doubtful accounts;~~

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~~Property, plant and equipment;~~

●

Income taxes; and

●

Self-insurance

~~Leases;~~

~~Finite and indefinite-lived intangible assets, testing for indicators of impairment;~~

~~Stock-based compensation;~~

~~Income taxes; and~~

~~Self-insurance~~

Revenue Recognition

The Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606), on January 1, 2018, using the modified retrospective method. The Company recognized the cumulative effect of initially adopting Topic 606 guidance as an adjustment to the beginning balance of retained earnings. Contracts with customers that were not substantially complete in both the Company’s marine and concrete segments were evaluated in order to determine the impact as of the date of adoption.

The Company’s revenue is derived from contracts to provide marine construction, dredging, turnkey concrete services, and other specialty services. The Company’s projects are typically short in duration and usually span a period of less than one year. The Company determines the appropriate accounting treatment for each contract before work begins and generally records revenue on contracts over time.

Performance obligations are promises in a contract to transfer distinct goods or services to the customer and are the unit of account under Topic 606. The ~~Company's~~Company’s contracts and related change orders typically represent a single performance obligation because the Company provides a significant integrated service and individual goods and services are not separately identifiable. Revenue is recognized over time because control is continuously transferred to the customer. For contracts with multiple performance obligations, the Company allocates the ~~contract's~~contract’s transaction price to each performance obligation using its best estimate of the stand-alone selling price of each distinct good or service. Progress is measured by the percentage of actual contract costs incurred to date to total estimated costs for each contract. This method is used because management considers contract costs incurred to be the best available measure of progress on these contracts. Contract costs include all direct costs, such as material and labor, and those indirect costs incurred that are related to contract performance such as payroll taxes and insurance. General and administrative costs are charged to expense as incurred. Upfront costs, such as costs to mobilize personnel and equipment prior to satisfying a performance obligation are capitalized and amortized over the contract performance period.

Changes in job performance, job conditions and estimated profitability, including those arising from final contract settlements, may result in revisions to costs and reported revenue and are recognized in the period in which the revisions are determined. The

effect of changes in estimates of contract revenue or contract costs is recognized as an adjustment to recognized revenue on a cumulative catch-up basis. When losses on uncompleted contracts are anticipated, the entire loss is recognized in the period in which such losses are determined. Revenue is recorded net of any sales taxes collected and paid on behalf of the customer, if applicable.

Contract revenue is derived from the original contract price as modified by agreed-upon change orders and estimates of variable consideration related to incentive fees and change orders or claims for which price has not yet been agreed by the customer. The Company estimates variable consideration based on its assessment of the most likely amount to which it expects to be entitled. Variable consideration is included in the estimated recognition of revenue to the extent it is probable that a significant reversal of cumulative recognized revenue will not occur. As of June 30, 2019, approximately $1.1 million of claims against customers has been recognized and is reflected on the Company's Consolidated Balance Sheet under "Costs and estimated earnings in excess of billings on uncompleted contracts." Based on its reading of the contract and its performance, the Company believes collection of these claims is probable, although the full amount of the recorded claims may not be collected.

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Contract assets and liabilities include the following:

●

Accounts Receivable: Trade, net of allowance - Represent amounts billed and currently due from customers and are stated at their estimated net realizable value.

●

Accounts Receivable: Retainage - Represent amounts which have not been billed to or paid by customers due to retainage provisions in construction contracts, which amounts generally become payable upon contract completion and acceptance by the customer.

●

Costs and Estimated Earnings in Excess of Billings on Uncompleted Contracts - Represent revenues recognized in excess of amounts billed, which management believes will be billed and collected within one year of the completion of the contract (i.e. Contract Assets) and are recorded as a current asset, until such amounts are either received or written off.

●

Billings in Excess of Costs and Estimated Earnings on Uncompleted Contracts - Represent billings in excess of revenues recognized (i.e. Contract Liabilities) and are recorded as a current liability, until the underlying obligation has been performed or discharged.

~~Accounts Receivable: Trade, net of allowance~~ ~~- Represent amounts billed and currently due from customers and are stated at their net estimated realizable value.~~

~~Accounts Receivable: Retainage~~ - Represent amounts which have not been billed to customers or paid pursuant to retainage provisions in construction contracts, which generally become payable upon contract completion and acceptance by the customer.

~~Costs and Estimated Earnings in Excess of Billings on Uncompleted Contracts~~ - Represent revenues recognized in excess of amounts billed, which management believes will be billed and collected within one year of the completion of the contract (i.e. Contract Assets) and are recorded as a current asset, until such amounts are either received or written off.

~~Billings in Excess of Costs and Estimated Earnings on Uncompleted Contracts~~ ~~- Represent billings in excess of revenues recognized (i.e. Contract Liabilities) and are recorded as a current liability, until the underlying obligation has been performed or discharged.~~

Remaining performance obligations represent the transaction price of firm orders or other written contractual commitments from customers for which work has not been performed or is partially completed and excludes unexercised contract options and potential orders.As of June 30, ~~2019,~~2020, the aggregate amount of the remaining performance obligations was approximately ~~$661.0~~$528.4 million. Of this amount, the Company expects to recognize ~~$465.6~~$465.4 million, or ~~70%~~88%, in the next 12 months and the remaining balance thereafter.

Classification of Current Assets and Liabilities

The Company includes in current assets and liabilities amounts realizable and payable in the normal course of contract completion.

Cash, ~~and~~ Cash Equivalents

and Restricted Cash

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. At times, cash held by financial institutions may exceed federally insured limits. The Company has not historically sustained losses on its cash balances in excess of federally insured limits. Cash equivalents at June 30, ~~2019~~2020 and December 31, ~~2018~~2019 consisted primarily of overnight bank deposits.

Restricted cash of $1.0 million at December 31, 2019 consisted of collateral related to a marine project that was completed during the quarter ended June 30, 2020. The Company had 0 restricted cash as of June 30, 2020.

Risk Concentrations

Financial instruments that potentially subject the Company to concentrations of credit risk principally consist of accounts receivable.

The Company depends on its ability to continue to obtain federal, state and local governmental contracts, and indirectly, on the amount of funding available to these agencies for new and current governmental projects. Therefore, a portion of the Company’s operations is dependent upon the level and timing of government funding. Statutory mechanics liens provide the Company high priority in the event of lien foreclosures following financial difficulties of private owners, thus minimizing credit risk with private customers.

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Accounts Receivable

Accounts receivable are stated at the historical carrying value, ~~less~~net of allowances for ~~doubtful accounts.~~credit losses. The Company has significant investments in billed and unbilled receivables as of June 30, ~~2019~~2020 and December 31, ~~2018.~~2019. Billed receivables represent amounts billed upon the completion of small contracts and progress billings on large contracts in accordance with contract terms and milestone achievements. Unbilled receivables on contracts, which are included in costs in excess of billings, arise as revenues are recognized over time. Unbilled amounts on contracts represent recoverable costs and accrued profits not yet billed. Revenue associated with these billings is recorded net of any sales tax, if applicable. Past due balances over 90 days and other higher risk amounts are reviewed individually for collectability. In establishing an allowance for ~~doubtful accounts,~~credit losses, the Company evaluates its contract receivables and costs in excess of billings and thoroughly reviews historical collection experience, the financial condition of its customers, billing disputes and other factors. The Company writes off potentially uncollectible accounts receivable against the allowance for ~~doubtful accounts~~credit losses if it is determined that the amounts will not be collected or if a settlement is reached for an amount that is less than the carrying value. As of June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, the Company has recorded an allowance for ~~doubtful accounts~~credit losses of ~~$4.3 million.~~

$3.0 million and $2.6 million, respectively.

Balances billed to customers but not paid pursuant to retainage provisions in construction contracts generally become payable upon contract completion and acceptance by the owner. Retainage at June 30, ~~2019~~2020 totaled ~~$36.9~~$38.0 million, of which ~~$11.0~~$6.0 million is expected to be collected beyond June 30, ~~2020.~~2021. Retainage at December 31, ~~2018~~2019 totaled ~~$30.7~~$42.5 million.

The Company negotiates change orders and claims with its customers. Unsuccessful negotiations of claims could result in a change to contract revenue that is less than amounts previously recorded, which could result in the recording of a ~~loss.~~loss in the amount of the shortfall. Successful claims negotiations could result in the recovery of previously recorded losses. Significant losses on receivables could adversely affect the Company’s financial position, results of operations and overall liquidity.

Advertising Costs

The Company primarily obtains contracts through anthe open bid process, and therefore advertising costs are not a significant component of expense. Advertising costs are expensed as incurred.

Environmental Costs

Costs related to environmental remediation are charged to expense. Other environmental costs are also charged to expense ~~unless~~except to the extent they increase the value of the property and/or provide future economic benefits, in which event the costs are capitalized. Environmental liabilities, if any, are recognized when the expenditure is considered probable and the amount can be reasonably estimated. The Company did not recognize any environmental liabilities as of June 30, ~~2019 and~~2020 or December 31, ~~2018.~~

2019.

Fair Value Measurements

The Company evaluates and presents certain amounts included in the accompanying condensed consolidated financial statements at “fair value” in accordance with U.S. GAAP, which requires the Company to base its estimates on assumptions that market participants, in an orderly transaction, would use to price an asset or liability, and to establish a hierarchy that prioritizes the information used to determine fair value. Refer to Note 8 for more information regarding fair value determination.

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The Company generally applies fair value valuation techniques on a non-recurring basis associated with (1) valuing assets and liabilities acquired in connection with business combinations and other transactions; (2) valuing potential impairment loss related to long-lived assets; and (3) valuing potential impairment loss related to goodwill and indefinite-lived intangible assets.

Inventory

Current inventory consists of parts and small equipment held for use in the ordinary course of business and is valued at the lower of cost (using historical average cost) or net realizable value. Where shipping and handling costs are incurred by the Company, these charges are included in inventory and charged to cost of contract revenue upon use. Non-current inventory consists of spare parts (including engines, cutters and gears) that require special order or long-lead times for manufacture or fabrication but must be kept on hand to reduce downtime. Refer to Note 7 for more information regarding inventory.

Property and Equipment

Property and equipment are recorded at cost. Ordinary maintenance and repairs that do not improve or extend the useful life of the asset are expensed as incurred. Major renewals and betterments of equipment are capitalized and depreciated generally over three to seven years until the next scheduled maintenance.

When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in results of operations for the respective period. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets for financial statement purposes, as follows:



Automobiles and trucks		3 to 5 years
Buildings and improvements		5 to 30 years
Construction equipment		3 to 15 years
Vessels and other equipment		1 to 15 years
Office equipment		1 to 5 years

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

Dry-docking costs are capitalized and amortized using the straight-line method over a period ranging from three to 15 years. Dry-docking costs include, but are not limited to, the inspection, refurbishment and replacement of steel, engine components, tailshafts, mooring equipment and other parts of the vessel. Amortization related to dry-docking activities is included as a component of depreciation. These costs and the related amortization periods are periodically reviewed to determine if the estimates are accurate. If warranted, a significant upgrade of equipment may result in a revision to the useful life of the asset, in which case the change is accounted for prospectively.

Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate ~~that~~ the carrying amount of an asset or asset group may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of are separately presented in the balance sheet and reported at the

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lower of the carrying amount or the fair value, less the costs to sell, and are no longer depreciated. There were no0 assets classified as held for sale as of June 30, ~~2019 and~~2020 or December 31, ~~2018.~~

2019.

Leases

The Company adopted ASU 2016-02, Leases (Topic 842), on January 1, 2019, on a prospective basis, forgoing comparative reporting. The Company elected to utilize the transition guidance within the new standard, which allows the Company to carryforward the historical lease classification. The Company elected to not separate lease and non-lease components for all classes of underlying assets in which it is the lessee and made an accounting policy election to not account for leases with an initial term of 12 months or less on the balance sheet. Adoption of the standard resulted in the recording of additional net ROU operating lease assets of approximately $23.3 million and lease liabilities for operating leases of approximately $24.0 million on the Condensed Consolidated Balance Sheets as of January 1, 2019. The adoption of this guidance did not have an impact on net income. See Note 18 for more information regarding leases.

Intangible Assets

Intangible assets that have finite lives are amortized. In addition, the Company evaluates the remaining useful life of intangible assets in each reporting period to determine whether events and circumstances warrant a revision of the remaining period of amortization. If the estimate of an intangible asset’s remaining life is changed, the remaining carrying value of such asset is amortized prospectively over that revised remaining useful life. Intangible assets that have ~~indefinite~~infinite lives are not amortized but are subject to impairment testing at least annually or more frequently if events or circumstances indicate that the asset may be impaired.

The Company has ~~one indefinite-lived~~1 infinite-lived intangible asset, a trade name, which is tested for impairment annually on October 31, or whenever events or circumstances indicate that the carrying amount of the trade name may not be recoverable. Impairment is calculated as the excess of the trade ~~name's~~name’s carrying value over its fair value. The fair value of the trade name is determined using the relief from royalty method, a variation of the income approach. This method assumes that if a company owns intellectual property, it does not have to ~~"rent"~~“rent” the asset and is, therefore, ~~"relieved"~~“relieved” from paying a royalty. Once a supportable royalty rate is determined, the rate is then applied to the projected revenues over the expected remaining life of the intangible assets to estimate the royalty savings. This approach is dependent on a number of factors, including estimates of future growth and trends, royalty rates, discount rates and other variables.

See Note 9 for additional discussion of intangible assets and trade name impairment testing.

Stock-Based Compensation

The Company recognizes compensation expense for equity awards over the vesting period based on the fair value of these awards at the date of grant. The computed fair value of these awards is recognized as a non-cash cost over the period the employee provides services, which is typically the vesting period of the award. The fair value of options granted is estimated on the date of grant using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires the use of subjective assumptions in the computation. Changes in these assumptions can cause significant fluctuations in the fair value of the option award. The fair value

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

Compensation expense is recognized only for share-based payments expected to vest. The Company estimates forfeitures at the date of grant based on historical experience and future ~~expectations and this~~expectations. This assessment is

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updated on a periodic basis. See Note 1415 for further discussion of the Company’s stock-based compensation plan.

Income Taxes

The Company determines its consolidated income tax provision using the asset and liability method prescribed by U.S. GAAP,

which requires the recognition of income tax expense for the amount of taxes payable or refundable for the current period and for deferred tax liabilities and assets for the future tax consequences of events that have been recognized in an entity’s financial

statements or tax returns. The Company must make significant assumptions, judgments and estimates to determine its current

provision for income taxes, its deferred tax assets and liabilities, and any valuation allowance to be recorded against any deferred tax asset. The current provision for income tax is based upon the current tax laws and the Company’s interpretation of these laws, as well as the probable outcomes of any tax audits. The value of any net deferred tax asset depends upon estimates of the amount and category of future taxable income reduced by the amount of any tax benefits that the Company does not expect to realize. Actual operating results and the underlying amount and category of income in future years could render current assumptions, judgments and estimates of recoverable net deferred taxes inaccurate, thus impacting the Company’s financial position and results of operations. The Company computes deferred income taxes using the liability method. Under the liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under the liability method, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

The Company accounts for uncertain tax positions in accordance with the provisions of ASC ~~740-10~~740, Income Taxes which prescribes a recognition threshold and measurement attribute for financial statement disclosure of tax positions taken, or expected to be taken, on its consolidated tax return. The Company evaluates and records any uncertain tax positions based on the amount that management deems is more likely than not to be sustained upon examination and ultimate settlement with the tax authorities in the tax jurisdictions in which it operates.

See Note 13 for additional discussion of income taxes.

Insurance Coverage

The Company maintains insurance coverage for its business and operations. Insurance related to property, equipment, automobile, general liability, and a portion of ~~workers'~~workers’ compensation is provided through traditional policies, subject to a deductible or deductibles. A portion of the ~~Company's~~Company’s workers’ compensation exposure is covered through a mutual association, which is subject to supplemental calls.

The marine segment maintains ~~five~~5 levels of excess loss insurance coverage, totaling $200 million in excess of primary coverage. The marine ~~segment's~~segment’s excess loss coverage responds to ~~most of its~~all key marine liability policies when a primary limit of $1 million has been exhausted; provided that the primary limit for Contingent Maritime Employer’s Liability is $10 million and the Watercraft Pollution Policy primary limit is $5 million. The concrete segment maintains ~~five~~5 levels of excess loss insurance coverage, totaling $200 million in excess of primary coverage. The concrete ~~segment's~~segment’s excess loss coverage responds to most of its policies when a primary limit of $1 million has been exhausted.

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If a claim arises and a potential insurance recovery is probable, the impending gain is recognized separately from the related loss. The recovery will only be recognized up to the amount of the loss once the recovery of the claim is deemed probable and any excess gain will fall under contingency accounting and will only be recognized once it is realized. The Company does not net insurance recoveries against the related claim liability as the amount of the claim liability is determined without consideration of the anticipated insurance recoveries from third parties.

Separately, the Company’s marine segment employee health care is not covered by primary insurance, with claims being paid ~~for by~~out of general assets of the Company and the insurance program being currently administered by a third party. The administrator has purchased appropriate stop-loss coverage. Losses on these policies up to the deductible amounts are accrued based upon ~~known~~reported claims incurred, and an estimate of claims incurred but not reported. The accruals are derived from known facts, historical trends and industry averages to determine the best estimate of the ultimate expected loss. Actual claims may vary from estimates. Any adjustments to such reserves are included in the ~~consolidated results~~Condensed Consolidated Statements of ~~operations~~Operations in the period in which they become known. The ~~Company's~~Company’s concrete segment employee health care is provided through ~~two~~2 policies. A fully funded policy is offered primarily to salaried employees and their dependents while a partially self-funded plan with an appropriate stop-loss is offered primarily to hourly employees and their dependents. The self-funded plan is funded to the maximum exposure and, as a result, is expected to receive a partial refund after the policy expiration.

The ~~accrued~~total liability for insurance includes incurred but not reported claims of ~~$3.9~~$3.2 million and ~~$5.7~~$3.7 million at June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively.

Accounting Standards Adopted in ~~2019~~

~~In February 2016, the~~2020

The Financial Accounting Standards Board ~~("FASB"~~(“FASB”) ~~issued~~issues accounting standards and updates (each, an ~~ASU 2016-02, Leases (Topic 842)~~"ASU") from time to time to its Accounting Standards Codification (‘ASC’), which ~~requires all lessees~~is the primary source of U.S. GAAP. The Company regularly monitors ASUs as they are issued and considers applicability to ~~recognize right-of-use ("ROU")~~its business. All ASUs are adopted by their respective due dates and in the manner prescribed by the FASB.

In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326), which changes the way in which entities estimate and present credit losses for most financial assets, and lease liabilities, measured at the present value of the future minimum lease payments, at the lease commencement date. Lessor accounting remains largely unchanged under the new guidance. The standard also requires more detailed disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of cash flows arising from leases.including accounts receivable. The Company adopted the new standard on January 1, ~~2019, on a prospective basis, forgoing comparative reporting. The Company elected to utilize~~2020. For the ~~transition guidance within the new standard, which allows~~Company’s trade receivables, certain other receivables and certain other financial instruments, the Company is required to ~~carryforward~~use a new forward-looking “expected” credit loss model based on historical loss rates that replaced the ~~historical lease classification. The Company elected to not separate leases and non-lease components~~prior “incurred” credit loss model, which generally results in earlier recognition of allowances for ~~all classes of underlying assets in which it is the lessee and made an accounting policy election to not account for leases with an initial term of 12 months or less on the balance sheet.~~credit losses. Adoption of the standard resulted in no adjustment for credit losses as the ~~recording~~impact was immaterial; however, subsequently primarily as a result of the COVID-19 pandemic additional ~~net ROU operating lease assets~~bad debt expense of approximately ~~$23.3~~$0.4 million ~~and lease liabilities for operating leases of approximately $24.0 million on the Consolidated Balance Sheets~~was recorded as of ~~January 1, 2019. The adoption~~June 30, 2020.

Table of ~~this guidance did not have an impact on net income. See~~ ~~Note 17~~ ~~for more information regarding leases.~~

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3.Revenue

~~Revenues~~

Contract revenues are recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The following table represents a disaggregation of the Company’s contract ~~revenue~~revenues by service line for the marine and concrete segments:

Three months ended June 30, Six months ended June 30,
2019 2018 2019 2018
Marine Segment
Construction $ 57,181
$ 52,860
$ 90,817
$ 95,235
Dredging 27,191
23,472
53,358
40,483
Specialty Services 4,651
4,366
6,335
7,771
Marine segment contract revenues $ 89,023
$ 80,698
$ 150,510
$ 143,489

Concrete Segment
Structural $ 12,665
$ 62,189
$ 24,156
$ 118,682
Light Commercial 64,275
16,740
134,371
34,112
Other 22
140
53
327
Concrete segment contract revenues $ 76,962
$ 79,069
$ 158,580
$ 153,121

Total contract revenues $ 165,985
$ 159,767
$ 309,090
$ 296,610

~~Although the~~


	Three months ended June 30,				Six months ended June 30,
	2020		2019		2020		2019
Marine Segment
Construction	$	65,814	$	57,181	$	118,954	$	90,817
Dredging		24,230		27,191		55,129		53,358
Specialty Services		1,675		4,651		3,585		6,335
Marine segment contract revenues	$	91,719	$	89,023	$	177,668	$	150,510

Concrete Segment
Structural	$	24,541	$	12,665	$	45,777	$	24,156
Light Commercial		67,442		64,275		126,875		134,371
Other		11		22		13		53
Concrete segment contract revenues	$	91,994	$	76,962	$	172,665	$	158,580

Total contract revenues	$	183,713	$	165,985	$	350,333	$	309,090

The Company has ~~disaggregated its contract revenues here in terms of services provided,~~determined that it ~~believes its operations comprise two~~has 2 reportable segments pursuant to FASB ASC Topic 280, Segment Reporting., but has disaggregated its contract revenues in the above chart in terms of services provided within such segments. In making this determination, the Company considered the similar characteristics of its operations as discussed in Note 1. Additionally, as discussed, both the marine and

concrete segments have a limited number of contracts with multiple performance obligations. The Company’s contracts often combine multiple services, such as engineering, dredging, diving and construction, into one distinct finished product ~~which~~that is transferred to the customer. These contracts are often estimated and bid as one project and evaluated onas to performance as one project, not by individual services performed ~~by each.~~under such contracts. Both the marine and concrete segments have a single chief operating decision maker (“CODM”) for the entire segment, not bythe service lines of the segments. Resources are allocated by segment and financial and budgetary information is compiled and reviewed by segment, not by service line.

Marine Segment

Construction services include construction, restoration, maintenance, dredging and repair of marine transportation facilities, marine pipelines, bridges and causeways and marine environmental structures. Dredging services generally enhance or preserve the navigability of waterways or the protection of shorelines through the removal or replenishment of soil, sand or rock. Specialty services include design, salvage, demolition, surveying, towing, diving and underwater inspection, excavation and repair.

Concrete Segment

Structural services include elevated concrete pouring for products such as columns, elevated beams and structural walls. Light commercial services include horizontally poured concrete for products such as sidewalks, ramps, tilt walls and trenches. Other services comprise labor related to concrete pouring such as rebar

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installation and pumping services and typically support the ~~Company's~~Company’s structural and light commercial services.

4.Concentration of Risk and ~~Enterprise-Wide~~Enterprise Wide Disclosures

Accounts receivable in both reportable segments include amounts billed to governmental agencies and private customers and do not bear interest. Balances billed to customers but not paid pursuant to retainage provisions generally become payable upon contract completion and acceptance by the owner.

The table below presents the concentrations of current receivables (trade and retainage) at June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively:

June 30, 2019 December 31, 2018
Federal Government $ 3,420
3 % $ 2,319
2 %
State Governments 3,363
2 % 916
1 %
Local Governments 50,017
37 % 30,187
28 %
Private Companies 79,381
58 % 74,953
69 %
Total receivables $ 136,181
100 % $ 108,375
100 %


	June 30, 2020				December 31, 2019
Federal Government	$	1,665	1	%	$	4,765	3	%
State Governments		1,055	1	%		5,864	4	%
Local Governments		22,741	17	%		41,944	26	%
Private Companies		111,659	81	%		109,114	67	%
Gross receivables		137,120	100	%		161,687	100	%
Allowance for credit losses		(3,011)				(2,600)
Net receivables	$	134,109			$	159,087

At June 30, ~~2019 one~~2020 1 customer in the ~~local governments~~Private Companies category accounted for ~~18%~~10.3% of total current receivables. At December 31, ~~2018,~~2019, no single customer accounted for more than ~~10%~~10.0% of total current receivables.

Additionally, the table below represents concentrations of contract revenue by type of customer for the three and six months ended June 30, 2020 and 2019, ~~and 2018,~~ respectively:

Three months ended June 30, Six months ended June 30,
2019 %
2018 %
2019 % 2018 %
Federal Government $ 12,301
8 % $ 16,077
10 % $ 22,578
7 % $ 29,100
10 %
State Governments 10,286
6 % 9,898
6 % 14,341
5 % 18,274
6 %
Local Government 51,599
31 % 20,522
13 % 96,029
31 % 43,752
15 %
Private Companies 91,799
55 % 113,270
71 % 176,142
57 % 205,484
69 %
Total contract revenues $ 165,985
100 % $ 159,767
100 % $ 309,090
100 % $ 296,610
100 %


	Three months ended June 30,								Six months ended June 30,
	2020		%		2019		%		2020		%		2019		%
Federal Government	$	10,902	6	%	$	12,301	8	%	$	16,221	4	%	$	22,578	7	%
State Governments		9,092	5	%		10,286	6	%		21,324	6	%		14,341	5	%
Local Government		51,848	28	%		51,599	31	%		103,860	30	%		96,029	31	%
Private Companies		111,871	61	%		91,799	55	%		208,928	60	%		176,142	57	%
Total contract revenues	$	183,713	100	%	$	165,985	100	%	$	350,333	100	%	$	309,090	100	%

In the three months ended June 30, ~~2019, one~~2020, 1 customer in the ~~local governments~~Local Governments category accounted for ~~14%~~10.1% of total contract revenues. In the three months ended June 30, ~~2018, a private~~2019, 1 customer in the Local Governments category accounted for 14.1%. In the six months ended June 30, 2020, no single customer accounted for ~~16%~~more than 10% of total contract revenues. In the six months ended June 30, 2019, ~~one~~1 customer in the ~~local governments~~Local Governments category accounted for ~~11%~~11.4% of total contract revenues. ~~In the six months ended June 30, 2018, a private customer accounted for 12% of total contract revenues.~~

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

~~In addition, the~~

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The concrete segment primarily purchases concrete from select suppliers. The loss of any one of these suppliers could adversely impact short-term operations.

Contract revenues generated outside the United States totaled 2.1% and 1.4% of total revenues for the three months ended June 30, 2020 and 2019, respectively, and 2.3% and 0.9% for the six months ended June 30, 2020 and 2019, respectively, and were primarily located in the Caribbean Basin and Mexico.

5.Contracts in Progress

Contracts in progress are as follows at June 30, ~~2019~~ ~~and~~ ~~December 31, 2018~~:

June 30,
2019 December 31,
2018
Costs incurred on uncompleted contracts $ 630,685
$ 461,144
Estimated earnings 112,786
73,170
743,471
534,314
Less: Billings to date (771,794 ) (546,858 )
$ (28,323 ) $ (12,544 )
Included in the accompanying Consolidated Balance Sheet under the following captions:

Costs and estimated earnings in excess of billings on uncompleted contracts $ 23,641
$ 9,217
Billings in excess of costs and estimated earnings on uncompleted contracts (51,964 ) (21,761 )
$ (28,323 ) $ (12,544 )

~~As of June 30, 2019~~2020 and December 31, ~~2018, included~~2019:


	June 30,		December 31,
	2020		2019
Costs incurred on uncompleted contracts	$	1,004,176	$	884,244
Estimated earnings		158,982		144,160
		1,163,158		1,028,404
Less: Billings to date		(1,180,648)		(1,035,796)
	$	(17,490)	$	(7,392)
Included in the accompanying Condensed Consolidated Balance Sheets under the following captions:
Costs and estimated earnings in excess of billings on uncompleted contracts	$	36,339	$	41,389
Billings in excess of costs and estimated earnings on uncompleted contracts		(53,829)		(48,781)
	$	(17,490)	$	(7,392)

Included in cost and estimated earnings in excess of billings on uncompleted projects is approximately ~~$1.1~~$1.7 million and $0.1 million at June 30, 2020 and December 31, 2019, respectively, related to claims and unapproved change orders. See Note 2 - Summary of Significant Accounting Policies to the Company’s condensed consolidated financial statements for discussion of the accounting for these claims.

Contract costs include all direct costs, such as materials and labor, and those indirect costs incurred that are related to contract performance such as payroll taxes and insurance. General and administrative costs are charged to expense as incurred. Incentive fees, if available, are billed to the customer based on the terms and conditions of the contract. Pending claims are recognized as an increase in contract revenue only when the collection is deemed probable and if the amount can be reasonably estimated for purposes of calculating total profit or loss on long-term contracts. Changes in job performance and job conditions, including those arising from final contract settlements, may result in revisions to costs and revenues and are recognized in the period in which the revisions are determined. Provisions for estimated losses on contracts in progress are made in the period in which such losses are determined, without regard to the percentage of completion.

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6.Property and Equipment

The following is a summary of property and equipment at June 30, ~~2019~~2020 and December 31, ~~2018~~:

June 30,
2019 December 31,
2018
Automobiles and trucks $ 1,669
$ 1,709
Building and improvements 43,790
43,628
Construction equipment 158,684
161,113
Vessels and other equipment 82,875
90,217
Office equipment 8,183
8,061
295,201
304,728
Less: Accumulated depreciation (197,340 ) (195,373 )
Net book value of depreciable assets 97,861
109,355
Construction in progress 1,321
2,785
Land 35,863
35,863
$ 135,045
$ 148,003

2019:


	June 30,		December 31,
	2020		2019
Automobiles and trucks	$	2,107	$	2,161
Building and improvements		44,257		44,278
Construction equipment		151,874		153,147
Vessels and other equipment		82,680		84,022
Office equipment		8,764		8,652
		289,682		292,260
Less: Accumulated depreciation		(200,864)		(196,973)
Net book value of depreciable assets		88,818		95,287
Construction in progress		2,290		1,198
Land		35,863		35,863
	$	126,971	$	132,348

For the three months ended June 30, ~~2019~~2020 and ~~2018,~~2019, depreciation expense was ~~$6.0~~$5.6 million and ~~$6.6~~$6.0 million, respectively. For the six months ended June 30, ~~2019~~2020 and ~~2018,~~2019, depreciation expense was ~~$11.8~~$11.3 million and ~~$12.5~~$11.8 million, respectively. Substantially all depreciation expense is included in the cost of contract revenue in the Company’s Condensed Consolidated Statements of Operations.

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

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

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

See Note 2 to the ~~Company's~~Company’s condensed consolidated financial statements for further discussion of property and equipment.

7.Inventory

Current inventory at both June 30, ~~2019~~2020 and December 31, ~~2018,~~2019 of ~~$0.9~~$2.0 million and $1.1 million, respectively, consisted primarily of spare parts and small equipment held for use in the ordinary course of business.

Non-current inventory at June 30, ~~2019~~2020 and December 31, ~~2018 of $7.5~~2019 totaled $6.4 million and ~~$7.6~~$7.0 million, respectively, and consisted primarily of spare engine components or items which require longer lead times for sourcing or fabrication for certain of the ~~Company's~~Company’s assets to reduce equipment downtime.

8.Fair Value

Recurring Fair Value Measurements

The fair value of financial instruments is the amount at which the instrument could be exchanged in a current transaction between willing parties. Due to their short-term nature, the Company believes that the carrying value of its accounts receivable, other current assets, accounts payable and other current liabilities approximate their fair values.

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The Company classifies financial assets and liabilities into the following three levels based on the inputs used to measure fair value in the order of priority indicated:

●

Level 1- fair values are based on observable inputs such as quoted prices in active markets for identical assets or liabilities;

●

Level 2 - fair values are based on pricing inputs other than quoted prices in active markets for identical assets and liabilities and are either directly or indirectly observable as of the measurement date; and

●

Level 3- fair values are based on unobservable inputs in which little or no market data exists.

~~Level 1- fair values are based on observable inputs such as quoted prices in active markets for identical assets or liabilities;~~

~~Level 3- fair values are based on unobservable inputs in which little or no market data exists.~~

Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The ~~Company's~~Company’s assessment of the significance of a particular input to the fair value requires judgment and may affect the placement of assets and liabilities within the fair value hierarchy levels.

The following table sets forth by level within the fair value hierarchy the ~~Company's~~Company’s recurring financial assets and liabilities that were accounted for at fair value on a recurring basis as of June 30, ~~2019~~2020 and December 31, ~~2018:~~

Fair Value Measurements
Carrying Value Level 1 Level 2 Level 3
June 30, 2019
     Assets:
          Cash surrender value of life insurance policy $ 2,437
—
2,437
—
     Liabilities:
          Derivatives $ 1,094
—
1,094
—
December 31, 2018
     Assets:
          Cash surrender value of life insurance policy $ 1,993
—
1,993
—
     Liabilities:
          Derivatives $ 79
—
79
—

2019:


			Fair Value Measurements
	Carrying Value		Level 1	Level 2	Level 3
June 30, 2020
Assets:
Cash surrender value of life insurance policy	$	2,732	—	2,732	—
Liabilities:
Derivatives	$	1,989	—	1,989	—
December 31, 2019
Assets:
Cash surrender value of life insurance policy	$	2,714	—	2,714	—
Liabilities:
Derivatives	$	1,045	—	1,045	—

The ~~Company's~~Company’s derivatives, which are comprised of interest rate swaps, are valued using a discounted cash flow analysis that incorporates observable market parameters, such as interest rate yield curves and credit risk adjustments that are necessary to reflect the probability of default by itus or the counterparty. These derivatives are classified as a Level 2 measurement within the fair value hierarchy. See Note 11 for additional information on the ~~Company's~~Company’s derivative instrument.

~~The Company's~~

Our concrete segment has life insurance policies ~~covering employees~~ with a combined face value of $11.1 ~~million.~~million as of June 30, 2020. The policies are invested in mutual funds and the fair value measurement of the cash surrender balance associated with these policies is determined using Level 2 inputs within the fair value hierarchy and will vary with investment performance. These assets are included in the "Other ~~non-current"~~noncurrent" asset section in the Company’s Condensed Consolidated Balance Sheets.

Non-Recurring Fair Value Measurements

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(2) valuing potential impairment loss related to long-lived assets; and (3) valuing potential impairment loss related to the ~~indefinite-lived~~infinite-lived intangible asset.

Other Fair Value Measurements

The fair value of the ~~Company's~~Company’s debt at June 30, ~~2019~~2020 and December 31, ~~2018~~2019 approximated its carrying value of ~~$83.0~~$53.8 million and ~~$80.5~~$73.3 million, respectively, as interest is based on current market interest rates for debt with similar risk and maturity. If the ~~Company's~~Company’s debt was measured at fair value, it would have been classified as a Level 2 ~~measurement~~ in the fair value hierarchy.

9.Goodwill and Intangible Assets

~~Goodwill~~

~~The table below summarizes changes in goodwill recorded by the Company during the periods ended~~ ~~June 30, 2019~~ ~~and~~ ~~December 31, 2018, respectively:~~

June 30,
2019 December 31,
2018
Beginning balance, January 1 $ —
$ 69,483
Impairments —
(69,483 )
Ending balance $ —
$ —

In the fourth quarter of 2018, the Company's annual goodwill impairment test indicated that its goodwill was fully impaired, primarily due to a decline in the Company's market capitalization and as a result it incurred a goodwill impairment charge of $69.5 million with $33.8 million related to the Marine segment and $35.7 million related to the Concrete segment.

Intangible assets

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

June 30,
2019 December 31,
2018
Intangible assets, January 1 $ 35,240
$ 35,240
Additions —
—
Total intangible assets, end of period 35,240
35,240

Accumulated amortization, January 1 $ (27,345 ) $ (23,956 )
Current year amortization (1,318 ) (3,389 )
Total accumulated amortization (28,663 ) (27,345 )

Net intangible assets, end of period $ 6,577
$ 7,895

~~Finite-lived~~


	June 30,		December 31,
	2020		2019
Finite-lived intangible assets, beginning of period	$	35,240	$	35,240
Additions		—		—
Total finite-lived intangible assets, end of period	$	35,240	$	35,240

Accumulated amortization, beginning of period	$	(29,985)	$	(27,345)
Current year amortization		(1,033)		(2,640)
Total accumulated amortization		(31,018)		(29,985)

Net finite-lived intangible assets, end of period	$	4,222		5,255
Infinite-lived intangible assets		6,892		6,892
Total net intangible assets	$	11,114	$	12,147

Remaining net finite-lived intangible assets were acquired as part of the purchase of TAS during 2015 and TBC ~~which~~during 2017 and included ~~contractual backlog and~~ customer relationships. ~~Contractual backlog was valued at approximately $0.1 million and was amortized over seven months in 2017.~~ Customer relationships were valued at approximately ~~$0.7~~$18.8 million and ~~will be~~are being amortized over ~~seven years. Both of these assets will be amortized~~eight years using an accelerated method based on the pattern in which the economic benefits of the assets are consumed. For the six months ended June 30, ~~2019, $1.3~~2020, $1.0 million of amortization expense was recognized for these assets.

Future expense remaining of approximately ~~$6.6~~$4.2 million will be amortized as follows:

2019 1,322
2020 2,069
2021 1,521
2022 1,239
2023 389
Thereafter 37
$ 6,577


2020		1,036
2021		1,521
2022		1,239
2023		389
2024		37
	$	4,222

Additionally, the Company has ~~one~~1 indefinite-lived intangible asset, a trade name, which is tested for impairment annually on October 31, or whenever events or circumstances indicate that the carrying amount of the trade name may not be recoverable. Impairment is calculated as ~~described in~~ the excess of the trade name’s carrying

~~Note 2.~~Table of Contents ~~At June 30, 2019~~

value over its fair value. The fair value of the trade name is determined using the relief from royalty method, a variation of the income approach. This method assumes that if a company owns intellectual property it does not have to "rent" the asset and is, therefore, "relieved" from paying a royalty. Once a supportable royalty rate is determined, the rate is then applied to the projected revenues over the expected remaining life of the intangible assets to estimate the royalty savings. This approach is dependent on a number of factors, including estimates of future growth and trends, royalty rates, discount rates and other variables. The impairment test concluded that the fair value of the trade name was ~~valued at approximately $6.9 million and no indicators~~in excess of the carrying value, therefore 0 impairment ~~existed.~~

was recorded.

10.Accrued Liabilities

Accrued liabilities at June 30, ~~2019~~2020 and December 31, ~~2018~~2019 consisted of the following:

June 30, 2019 December 31, 2018
Accrued salaries, wages and benefits $ 6,365
$ 6,492
Accrual for insurance liabilities 3,855
5,680
Property taxes 1,298
924
Capital lease liability (1) —
3,045
Sales taxes 1,457
2,178
Interest 59
—
Other accrued expenses 868
521
Total accrued liabilities $ 13,902
$ 18,840

~~(1) December 31, 2018 balance relates to capital leases accounting for under ASC 840 and prior to the adoption of ASC 842 as of January 1, 2019.~~


	June 30, 2020		December 31, 2019
Accrued salaries, wages and benefits	$	10,025	$	7,323
Accrual for insurance liabilities		2,821		3,714
Sales taxes		4,904		3,021
Property taxes		1,050		389
Sale-leaseback arrangement		513		482
Accounting and audit fees		65		267
Interest		—		76
Other accrued expenses		1,353		1,694
Total accrued liabilities	$	20,731	$	16,966

11.Long-term Debt and Line of Credit ~~and Derivatives~~

The Company entered into an amended syndicated credit agreement (the ~~"Credit Agreement"~~“Credit Agreement” also known as the “Fourth Amendment”) on July 31, 2018 with Regions Bank, as administrative agent and collateral agent, and the following co-syndication agents: Bank of America, N.A., BOKF, NA dba Bank of Texas, KeyBank National Association, NBH Bank, IBERIABANK, Trustmark National Bank, First Tennessee Bank NA, and Branch Banking and Trust Company.

The Credit Facility matures on July 31, 2023.

The Credit Agreement, which may be amended from time to time, provides for borrowings under a revolving line of credit and a term loan (together, the “Credit Facility”). The Credit Facility is guaranteed by the subsidiaries of the Company, secured by the assets of the Company, including stock held in its subsidiaries, and may be used to finance general corporate and working capital purposes, to finance capital expenditures, to refinance existing indebtedness, to finance permitted acquisitions and associated fees, and to pay for all related expenses to the Credit Facility. Interest is due and is computed based on the designation of the loan, with the option of a Base Rate Loan (the base rate plus the Applicable Margin), or an Adjusted LIBOR Rate Loan (the adjusted LIBOR rate plus the Applicable Margin). Interest is due on the last day of each quarter end for Base Rate Loans and at the end of the LIBOR rate period for Adjusted LIBOR Rate Loans. Principal balances drawn under the Credit Facility may be prepaid at any time, in whole or in part, without premium or penalty. Amounts repaid under the revolving line of credit may be re-borrowed. ~~The Credit Facility matures on July 31, 2023.~~

Total debt issuance costs for the Fourth Amendment, which included underwriter fees, legal fees and syndication fees were approximately $0.9 million and were capitalized as non-current deferred charges and amortized using the effective interest rate method over the duration of the loan. Additionally, the Company executed the Fifth Amendment during March 2019, which was made effective as of December 31, 2018, and executed the Sixth Amendment during May 2019. The Company incurred additional debt issuance costs of

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approximately $0.6 million and $0.9 million respectively for the Fifth and Sixth Amendments. With the execution of the aforementioned Sixth Amendment, $50.0 million of the existing revolving line of credit was modified and accounted for under guidelines of ASC 470-50, Debt, Modifications and Extinguishments, and a pro-rated portion of unamortized debt issuance costs of approximately $0.4 million ~~will be~~was recognized as interest expense as of May 2019. The remaining debt issuance costs of approximately $0.9 million related to the Fourth, Fifth, and Sixth Amendments will be amortized over the duration of the loan.

The Company entered into a new syndicated credit agreement (the “364-Day Revolving Credit Facility”) on June 8, 2020 with Regions Bank, as administrative agent and collateral agent, and the following co-syndication agents: Bank of America, N.A. and BOKF, NA dba Bank of Texas. Concurrent with this the Company executed an amendment to the Credit Agreement with its existing lenders (“also known as the “Seventh Amendment”) for the sole intent and outcome of executing the 364-Day Revolving Credit Facility.

The 364-Day Revolving Credit Facility, which may be amended from time to time, provides for borrowings under a new revolving line of credit (the “364-Day Revolving Loan”). The 364-Day Revolving Credit Facility is guaranteed by the subsidiaries of the Company, secured by the assets of the Company, including stock held in its subsidiaries, and may be used to finance general corporate and working capital purposes, to finance Permitted Acquisitions, and to pay transaction fees, costs and expenses related to the consummation of the Seventh Amendment. Interest is due and is computed based on the designation of the loan, with the option of a Base Rate Loan (the base rate plus the Applicable Margin), or an Adjusted LIBOR Rate Loan (the adjusted LIBOR rate plus the Applicable Margin). Interest is due on the last day of each quarter end for Base Rate Loans and at the end of the LIBOR rate period for Adjusted LIBOR Rate Loans. Principal balances drawn under the 364- Day Revolving Credit Facility may be prepaid at any time, in whole or in part, without premium or penalty. Amounts repaid under a 364-Day Revolving Loan may be re-borrowed. The 364-Day Revolving Credit Facility matures on June 7, 2021.

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

The quarterly weighted average interest rate for the Credit Facility as of June 30, ~~2019~~2020 was ~~5.79%~~3.15%.

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


	June 30, 2020						December 31, 2019
			Debt Issuance						Debt Issuance
	Principal		Costs⁽¹⁾		Total		Principal		Costs⁽¹⁾		Total
Term loan - current	$	4,500	$	(142)	$	4,358	$	3,750	$	(82)	$	3,668
Total current debt		4,500		(142)		4,358		3,750		(82)		3,668
Revolving line of credit		18,000		(568)		17,432		36,000		(782)		35,218
Term loan - long-term		31,290		(988)		30,302		33,540		(729)		32,811
Total long-term debt		49,290		(1,556)		47,734		69,540		(1,511)		68,029
Total debt	$	53,790	$	(1,698)	$	52,092	$	73,290	$	(1,593)	$	71,697

(1)	Total debt issuance costs include underwriter fees, legal fees and syndication fees and fees related to the execution of the Fourth, Fifth, Sixth and Seventh Amendments to the Credit Agreement.

June 30, 2019 December 31, 2018
Principal
Debt Issuance Costs⁽¹⁾
Total Principal
Debt Issuance Costs⁽¹⁾
Total
Term loan - current $ 3,000
$ (61 ) $ 2,939
$ 3,000
$ (54 ) $ 2,946
    Total current debt 3,000
(61 ) 2,939
3,000
(54 ) 2,946
Revolving line of credit 26,000
(525 ) 25,475
22,000
(213 ) 21,787
Term loan - long-term 54,000
(1,089 ) 52,911
55,500
(1,168 ) 54,332
    Total long-term debt 80,000
(1,614 ) 78,386
77,500
(1,381 ) 76,119
    Total debt $ 83,000
$ (1,675 ) $ 81,325
$ 80,500
$ (1,435 ) $ 79,065

~~(1) Total debt issuance costs, include underwriter fees, legal fees and syndication fees and fees related to the execution of the Fourth, Fifth, and Sixth Amendments to the Credit Agreement.~~

Provisions of the revolving line of credit ~~and accordion~~

The Company has a maximum borrowing availability under the revolving line of credit and swingline loans (as defined in the Credit Agreement) of $50.0 million. ~~This~~There is a letter of credit sublimit that is equal to the lesser

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of $20.0 million and the aggregate unused amount of the revolving commitments then in effect. There is also a swingline sublimit equal to the lesser of $5.0 million and the aggregate unused amount of the revolving commitments then in effect.

Revolving loans may be designated as Base Rate Loan or Adjusted LIBOR Rate Loans, at the Company’s request, and must be drawn in an aggregate minimum amount of $1.0 million and integral multiples of $250,000 in excess of that amount. Swingline loans must be drawn in an aggregate minimum amount of $250,000 and integral multiples of $50,000 in excess of that amount. The Company may convert, change, or modify such designations from time to time.

The Company is subject to a commitment fee for the unused portion of the maximum borrowing availability under the revolving line of credit. The commitment fee, which is due quarterly in arrears, is equal to the Applicable Margin of the actual daily amount by which the Aggregate Revolving Commitments exceeds the Total Revolving Outstanding. The revolving line of credit termination date is the earlier of the Credit Facility termination date, July 31, 2023, or the date the outstanding balance is permanently reduced to zero, in accordance with the terms of the amended Credit Facility.

The maturity date for amounts drawn under the revolving line of credit is the earlier of the Facility termination date of July 31, 2023, or the date the outstanding balance is permanently reduced to zero. Prior to the fourth quarter of 2018, the Company classified amounts drawn as current liabilities based on an intent and ability to repay the amounts using current assets within the next twelve months. During the fourth quarter of 2018, the Company determined it no longer has the intent to repay amounts drawn within the next twelve months. As of ~~June 30, 2019,~~March 31, 2020, the Company determined that it still does not have the intent to repay amounts drawn within the next twelve months. Therefore, the Company has classified the entire outstanding balance of the revolving line of credit as non-current.

As of June 30, ~~2019,~~2020, the outstanding balance for all borrowings under the revolving line of credit was ~~$26.0~~$18.0 million, ~~where $23.0 million was~~ designated as an Adjusted LIBOR Rate Loan at a weighted average rate of ~~5.96% and $3.0 million was designated as a Base Rate Loan at a rate of 8.00%~~2.69%. There were also ~~$3.4~~$2.1 million in outstanding letters of credit as of June 30, ~~2019,~~2020, which

reduced the maximum borrowing availability on the revolving line of credit to ~~$20.6~~$29.9 million as of June 30, ~~2019.~~2020. During the six months ended June 30, ~~2019 ,~~2020, the Company drew down ~~$32.0~~$5.0 million for general corporate purposes and made payments of ~~$28.0~~$23.0 million on the revolving line of credit which resulted in a net ~~increase~~decrease of ~~$4.0~~$18.0 million.

Provisions of the 364-day revolving loan

The Company has a maximum borrowing availability under the 364-day revolving loan of $20.0 million. The 364-day revolving loans may be designated as Base Rate Loan or Adjusted LIBOR Rate Loans, at the Company’s request, and must be drawn in an aggregate minimum amount of $1.0 million and integral multiples of $250,000 in excess of that amount. The Company may convert, change, or modify rate designations from time to time.

The Company is subject to a commitment fee for the unused portion of the maximum borrowing availability under the 364-day revolving line of credit. The commitment fee, which is due quarterly in arrears, is equal to the Applicable Margin of the actual daily amount by which the Aggregate Revolving Commitments exceeds the Total Revolving Outstanding. The revolving line of credit termination date is the earlier of the Credit Facility termination date, June 7, 2021, or the date the outstanding balance is permanently reduced to zero, in accordance with the terms of the 364-Day Revolving Credit Facility.

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As of June 30, 2020, there were 0 outstanding balances for borrowings under the 364-day revolving line of credit with $20.0 million of availability.

Provisions of the term loan

The original principal amount of $60.0 million for the term loan commitment is paid off in quarterly installment payments (as stated in the Credit Agreement). At June 30, ~~2019,~~2020, the outstanding term loan component of the Credit Facility totaled ~~$57.0~~$35.8 million and was secured by specific assets of the Company.

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

2019 1,500
2020 3,750
2021 4,500
2022 5,250
2023 42,000
$ 57,000


2020		2,250
2021		4,500
2022		5,250
2023		23,790
	$	35,790

During the six months ended June 30, ~~2019,~~2020 the Company made the scheduled quarterly principal payments of $1.5 ~~million, which reduced the outstanding principal balance to $57.0 million as of June 30, 2019.~~million. The current portion of debt is ~~$3.0~~$4.5 million, and the non-current portion is ~~$54.0~~$31.3 million. As of June 30, ~~2019,~~2020, the term loan was designated as an Adjusted LIBOR Rate Loan with an interest rate of ~~5.94%~~2.69%.

Financial covenants

Restrictive financial covenants under the Credit Facility include:

●

A consolidated Fixed Charge Coverage Ratio to not be less than the following during each noted period:

Fiscal Quarter Ending December 31, 2019 and each Fiscal Quarter thereafter, to not be less than 1.25 to 1.00.

~~A consolidated Fixed Charge Coverage Ratio to not be less than the following during each noted period:~~

●

A consolidated Leverage Ratio to not exceed the following during each noted period:

~~-Fiscal Quarter Ended June 30, 2019 - waived;~~

Fiscal Quarter Ending March 31, 2020 and each Fiscal Quarter thereafter, to not exceed 3.00 to 1.00.

~~-Fiscal Quarter Ended September 30, 2019 - waived;~~

~~-Fiscal Quarter Ending December 31, 2019 and each Fiscal Quarter thereafter, to not be less than 1.25 to 1.00.~~

~~A consolidated Leverage Ratio to not exceed the following during each noted period:~~

~~-Fiscal Quarter Ending June 30, 2019, to not exceed 9.50 to 1.00;~~

~~-Fiscal Quarter Ending September 30, 2019, to not exceed 6.25 to 1.00;~~

~~-Fiscal Quarter Ending December 31, 2019, to not exceed 4.00 to 1.00;~~

~~-Fiscal Quarter Ending March 31, 2020 and each Fiscal Quarter thereafter, to not exceed 3.00 to 1.00.~~

~~A consolidated Adjusted EBITDA to not be less than the following during each noted period:~~

~~-Fiscal Quarter Ending June 30, 2019, for such Fiscal Quarter and the Fiscal Quarter ended March 31, 2019, on a collective basis, to not be less than $4.5 million;~~

~~- Fiscal Quarter Ending September 30, 2019, for such Fiscal Quarter and the Fiscal Quarters ended June 30, 2019 and March 31, 2019, on a collective basis, to not be less than $9.9 million;~~

- Fiscal Quarter Ending December 31, 2019, for such Fiscal Quarter and the Fiscal Quarters ended September 30, 2019, June 30, 2019 and March 31, 2019, on a collective basis, to not be less than $21.7 million.

In addition, the Credit Facility contains events of default that are usual and customary for similar arrangements, including non-payment of principal, interest or fees; breaches of representations and warranties that are not timely cured; violation of covenants; bankruptcy and insolvency events; and events constituting a change of control.

The Company expects to meet its future internal liquidity and working capital needs and maintain or replace its equipment fleet through capital expenditure purchases and major repairs, from funds generated by its operating activities for at least the next 12

months. The Company believes that its cash position and available borrowings together with cash flow from its operations is

adequate for general business requirements and to service its debt. The Company was in compliance with all financial covenants as of June 30, 2020.

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Derivative Financial Instruments

On September 16, 2015, the Company entered into a series of receive-variable, pay-fixed interest rate swaps to hedge the variability in the interest payments on 50% of the aggregate principal amount of the Regions Term Loan outstanding, beginning with a notional amount of $67.5 million. There ~~are~~was a total of ~~five~~5 sequential interest rate swaps to achieve the hedged position and each year on August 31, with the exception of the final swap, the existing interest rate swap iswas scheduled to expire and ~~will~~ be immediately replaced with a new interest rate swap until the expiration of the final swap on July 31, ~~2023.~~2020. On December 6, 2018, the Company entered into a sixth receive-variable, pay-fixed interest rate ~~swaps~~swap to hedge the variability of interest payments. The sixth swap will begin with a notional amount of $27.0 million on July 31, 2020 and will hedge the variability in the interest payments on ~~50% of~~ the aggregate scheduled principal amount of the Regions Term Loan outstanding. The sixth swap is scheduled to expire on July 31, 2023. At inception, these interest rate swaps were designated as a cash flow ~~hedge~~hedges for hedge accounting, and as such, the effective portion of unrealized changes in market value are recorded in ~~accumulated~~ other comprehensive income (loss) ~~income~~ and reclassified into earnings during the period in which the hedged forecasted transaction affects earnings. Gains and losses from hedge ineffectiveness are recognized in current earnings. The change in fair market value of the swaps ~~as of~~for the comparative periods ended June 30, 2020 and June 30, 2019, as reflected in accumulated other comprehensive loss in the Condensed Consolidated Statements of Stockholders’ Equity, is approximately ~~$1.1~~$0.9 million ~~which is reflected in the balance sheet as a liability in Other non-current liabilities on the Consolidated Balance Sheets.~~and $1.0 million. The fair market value of the swaps as of June 30, ~~2019~~2020 is ~~$(1.1) million.~~reflected as a liability of $2.0 million on the Condensed Consolidated Balance Sheets. See Note 8 for more information regarding the fair value of the ~~Company's~~Company’s derivative instruments.

12.Other Long-Term Liabilities

Other long-term liabilities at June 30, 2020 and December 31, 2019 consisted of the following:


	June 30, 2020		December 31, 2019
Sale-leaseback arrangement	$	17,120	$	17,447
Deferred compensation		2,535		2,528
Accrual for insurance liabilities		362		461
Total other long-term liabilities	$	20,017	$	20,436

~~12.~~

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Sale-Leaseback Arrangement

On September 27, 2019, the Company entered into a purchase and sale agreement (the “Purchase and Sale Agreement”). Pursuant to the terms of the Purchase and Sale Agreement, the Company sold its 17300 & 17140 Market Street location in Channelview, Texas (the “Property”) for a purchase price of $19.1 million. Concurrent with the sale of the Property, the Company entered into a fifteen year lease agreement (the “Lease Agreement”), whereby the Company will lease back the Property at an annual rental rate of approximately $1.5 million, subject to annual rent increases of 2.0%. Under the Lease Agreement, the Company has 2 consecutive options to extend the term of the Lease by ten years for each such option. This transaction was recorded as a failed sale-leaseback. The Company recorded a liability for the amounts received, will continue to depreciate the non-land portion of the asset, and has imputed an interest rate so that the net carrying amount of the financial liability and remaining assets will be zero at the end of the initial lease term. Concurrently with the sale, the Company paid $18.2 million towards the Term loan portion of the Company’s Credit Facility, consistent with terms of the Sixth Amendment.

13.Income Taxes

The ~~Company's~~Company’s effective tax rate is based on expected income, statutory rates and tax planning opportunities available to it. For interim financial reporting, the Company estimates its annual tax rate based on projected taxable income (loss) ~~income~~ for the full year and records a quarterly tax provision in accordance with the anticipated annual rate.

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

Three months ended June 30, Six months ended June 30,
2019 2018 2019 2018
Income tax (benefit) expense $ (140 ) $ 1,660
$ 453
$ 3,149
Effective tax rate 7.9 % 42.5 % (5.0 )% 33.1 %


	Three months ended						Six months ended
	June 30,						June 30,
		2020			2019			2020			2019
Income tax expense (benefit)	$	980		$	(140)		$	1,357		$	453
Effective tax rate		32.6	%		7.9	%		22.2	%		(5.0)	%

The effective rate for the three and six months ended June 30, ~~2019~~2020 differed from the ~~Company's~~Company’s statutory federal rate of 21% primarily due to tomovement in the ~~recording of an additional~~ valuation allowance to offset foreign tax credits and net operating loss carryforwards, ~~generated during the period,~~ foreign ~~income~~ taxes, state income taxes and the non-deductibility of certain permanent items.

During the year ended December 31, ~~2018~~2019 the Company assessed the realizability of its deferred tax assets and determined that it was more likely than not that some portion or all the deferred tax assets would not be realized and therefore recorded a valuation allowance on the net deferred tax assets. The Company assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. The Company considers the scheduled reversal of deferred tax liabilities, available carryback periods, and tax-planning strategies in making this assessment. For the period ended June 30, ~~2019~~2020 the Company evaluated all positive and negative evidence in determining the amount of deferred tax assets more likely than not to be realized. Based on the review of available evidence, Management believes that a valuation allowance on the net deferred tax assets at June 30, ~~2019~~2020 remains appropriate.

The Company does not expect that unrecognized tax benefits as of June 30, ~~2019~~2020 for certain federal income tax matters will significantly change due to any settlement and/or expiration of statutes of limitations over the next 12 months. The final outcome of these ~~uncertain~~ tax positions is not yet determinable. The ~~Company's~~Company’s uncertain tax benefits, if recognized, would affect the ~~Company's~~Company’s effective tax rate.

~~13.~~

14.Earnings (Loss) ~~Earnings~~ Per Share

Basic earnings (loss) ~~earnings~~ per share is based on the weighted average number of common shares outstanding during each period. Diluted earnings (loss) ~~earnings~~ per share is based on the weighted average number of common shares outstanding as well as the effect of all dilutive common stock equivalents during each period net income is generated. For the three months ended June 30, 2020 and 2019, the Company had 1,117,301 and 1,651,916 securities, respectively, that were potentially dilutive in earnings per share calculations. For the six months ended June 30, 2020 and 2019, the Company had 1,287,763 and 1,699,936 securities, respectively, that were potentially dilutive in earnings per share calculations. Such dilution is dependent on the excess of the market price of our stock over the exercise price and other components of the treasury stock method. The exercise price for certain stock options awarded by the Company ~~exceeds~~exceeded the average market price of the ~~Company's~~Company’s common ~~stock.~~stock for the three and six months ended June 30, 2020 and 2019. Such stock options are antidilutive and are not included in the computation of ~~(loss)~~ earnings ~~per share. For the three month periods ended June 30, 2019 and June 30, 2018, the Company had 1,651,916 and 2,012,481 securities, respectively, that were potentially dilutive in future earnings~~(loss) per share for those periods.

calculations. For the six months ended June 30, 2019 and June 30, 2018, the Company had 1,699,936 and 1,969,623 securities, respectively, that were potentially dilutive in future earnings per share calculations. Such dilution will be dependent on the excess

Table of ~~the market price of the Company's stock over the exercise price and other components of the treasury stock method.~~Contents

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

Three months ended June 30, Six months ended June 30,
2019 2018 2019 2018
Basic:
Weighted average shares outstanding 29,097,094
28,309,004
29,086,811
28,243,400
Diluted:
Total basic weighted average shares outstanding 29,097,094
28,309,004
29,086,811
28,243,400
Effect of dilutive securities:
Common stock options —
235,006
—
231,032
Total weighted average shares outstanding assuming dilution 29,097,094
28,544,010
29,086,811
28,474,432
Shares of common stock issued from the exercise of stock options —
84,705
7,021
231,470

~~14.~~


	Three months ended June 30,		Six months ended June 30,
	2020	2019	2020	2019
Basic:
Weighted average shares outstanding	30,031,188	29,097,094	29,842,298	29,086,811
Diluted:
Total basic weighted average shares outstanding	30,031,188	29,097,094	29,842,298	29,086,811
Effect of potentially dilutive securities:
Common stock options	—	—	—	—
Total weighted average shares outstanding assuming dilution	30,031,188	29,097,094	29,842,298	29,086,811

15.Stock-Based Compensation

The Compensation Committee of the ~~Company's~~Company’s Board of Directors is responsible for the administration of the ~~Company's~~Company’s stock incentive plans, which include the balance of shares remaining under the 2011 Long Term Incentive Plan (the "2011 LTIP") and 2017 Long Term Incentive Plan ~~or the~~(the "2017 LTIP"), which was approved by shareholders in May 2017 and authorized the maximum aggregate number of shares ~~of common stock~~ to be issued atof 2,400,000. In general, the ~~Company's~~Company’s 2017 LTIP provides for grants of restricted stock and stock options to be issued with a per-share price equal to the fair market value of a share of common stock on the date of grant. Option terms are specified at each grant date but generally are ~~generally~~ 10 years from the date of issuance. Options generally vest over a three to five year period.

The Company awards certain executives shares of performance based stock options, with 100% of shares to be earned based on the achievement of an objective return on invested capital measured over a two-year performance period. The Company evaluates the probability of achieving this each reporting period.

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

In the three months ended June 30, ~~2019~~2020 and ~~2018,~~2019, compensation expense related to ~~stock based~~stock-based awards outstanding was $1.1 million ~~and $0.8 million, respectively.~~for both periods. In the six months ended June 30, ~~2019~~2020 and ~~2018,~~2019, compensation related to stock based awards outstanding was $1.6 million and $1.7 million, respectively. In the three and ~~$1.1 million, respectively.~~

six months ended June 30, 2020, expense related to the purchase of vested stock-based awards for certain officers and directors of the Company was less than $0.1 million.

In ~~January 2019, certain independent directors were awarded a total~~February 2020, the Company granted an executive of ~~16,854~~the Company 15,121 shares of restricted common stock, which vested immediately on the date of grant. The fair value of all shares awarded on the date of ~~the~~ grant was ~~$4.45~~$4.96 per share.

In March ~~2019, the Company granted an executive~~2020, certain officers and executives of the Company ~~168,350~~were awarded 170,235 shares with a vesting period of ~~restricted common stock, which vests 1/3 at March 31, June 30,~~three years and ~~September 30, 2019, respectively. The~~a fair value of ~~all shares awarded on the date of the grant was $2.97~~$3.73 per share.

In May ~~2019,~~2020, independent directors as well as certain officers and executives of the Company were awarded ~~479,590~~638,938 shares of restricted common stock. The total number ~~of shares~~ included ~~229,590~~238,938 shares, which were awarded to the independent directors and vested immediately on the date of the grant, as well as ~~187,500~~300,000 shares of performance-based stock awarded to certain executives. The performance-based stock will potentially vest 50% if the target is met, with 25% each vesting on the second and third anniversary of the grant, with 100% of the shares to be earned based on the achievement of an objective, tiered return on invested capital, measured over a one-year performance period. The Company evaluates the probability of achieving this each reporting period. The fair value of all shares awarded on the date of the grant was ~~$1.96~~$2.26 per share.

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In the three and six months ended June 30, 2020, there were 0 options exercised. In the three months ended June 30, 2019, nothere were 0 options ~~were~~ exercised. ~~In the three months ended June 30, 2018, 84,705 options were exercised, generating proceeds to the Company of $0.5 million.~~ In the six months ended June 30, 2019, 7,021 options were

exercised, generating proceeds to the Company of less than $0.1 million. ~~In the six months ended June 30, 2018, 231,470 options were exercised, generating proceeds to the Company of approximately $1.3 million.~~

At June 30, ~~2019,~~2020, total unrecognized compensation expense related to unvested stock and options was approximately ~~$2.7~~$2.8 million, which is expected to be recognized over a period of approximately two years.

~~15.~~

16.Commitments and Contingencies

The Company and one former and two current officers ~~are~~were named defendants in a class action lawsuit filed on April 11, 2019 in the United States District Court for the Southern District of Texas, Houston Division, seeking unstated compensatory damages under the federal securities laws allegedly arising from materially false and misleading statements during the period of March 13, 2018 to March 18, 2019. The complaint ~~asserts,~~asserted, among other things, that the current and former officers caused the Company to overstate goodwill in certain periods; overstate accounts receivable; that the company lacked effective internal controls over financial reporting related to goodwill impairment testing and accounts receivable; and that as a result ~~the required~~certain adjustments to goodwill and accounts receivable materially impacted the company’s financial statements, ~~causing~~which in turn caused the company’s stock price to be artificially inflated during the class period. The ~~Company will respond~~District Court granted the Company’s Motion to Dismiss the ~~complaint, considers all of these allegations without merit~~Complaint on June 29, 2020 and ~~will vigorously contest~~ the ~~allegations.~~

ruling became final on July 20, 2020 after no appeal was filed.

In addition, from time to time, the Company is a party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. These actions typically seek, among other things, compensation for alleged personal injury, breach of contract, property damage, ~~punitive damages,~~ civil penalties or other losses, or injunctive or declaratory ~~relief.~~relief and on rare occasions punitive damages. With respect to such lawsuits, the Company accrues reserves when it is probable a liability has been incurred and the amount of loss can be reasonably estimated. The Company does not believe any of these or any other proceedings, individually or in the aggregate, would be expected to have a material adverse effect on results of operations, cash flows, or financial condition

A legal matter was settled in the Company’s favor for $5.5 million during the first quarter of 2018. Settlement amounts were recorded in Other gain from continuing operations in the Condensed Consolidated Statement of Operations, Prepaid expenses and other (current portion of the notes receivable) and Other non-current assets (non-current portion of the notes receivable) in the Condensed Consolidated Balance Sheets. As of June 30, ~~2019,~~2020, the current portion of the notes receivable was $0.8 million and the non-current portion was ~~$2.8~~$2.1 million, net of ~~$0.4~~$0.3 million of unamortized discount. Legal fees related to this matter were expensed as incurred during the respective reporting period.

As a result of charges brought in September 2015 and October 2016 by the Houston Police Department, Environmental Enforcement, two subsidiaries of the Company were indicted at the request of the Harris County, Texas District Attorney’s Office by a duly organized Grand Jury of Harris County, Texas for separate but similar violations of the Texas Water Code, allegedly arising from the handling of construction concrete at certain work sites. Specifically, in each case the Company was charged with unlawfully, intentionally or knowingly discharging a waste or pollutant and is subject to a maximum fine of $250,000. In addition, a project supervisor was also indicted in the second case. However, without admitting to fault, the Company has, in the first case, recently agreed to a diversion agreement that will result in the dismissal of all charges without prosecution upon completion of the agreement terms and payment of $15,000. More recently, the Company and its project supervisor have been offered diversion agreements in the second case that would result in dismissal of all charges against each of them upon completion of the terms of the agreements and payment by the Company of $100,000. None of these allegations nor the costs of defense, taken separately or as a whole, is expected to have a material impact on the Company’s balance sheet or its liquidity. The Company considers the first case settled and the second case without merit and thus has vigorously defend itself and its employee.

~~16.~~

17.Segment Information

The Company currently operates in ~~two~~2 reportable segments: marine and concrete. The ~~Company's~~Company’s financial reporting systems present various data for management to run the business, including profit and loss statements

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prepared according to the segments presented. ~~The Company~~Management uses operating income to evaluate performance between the ~~two~~2 segments. Segment information for the periods presented is provided as follows:

Three months ended Six months ended
June 30, 2019 June 30, 2018 June 30, 2019 June 30, 2018
Marine
         Contract revenues $ 89,023
$ 80,698
$ 150,510
$ 143,489
         Operating income (loss) 9
3,642
(6,447 ) 9,907
         Depreciation and amortization expense (5,069 ) (5,295 ) (10,015 ) (10,026 )

         Total assets $ 236,917
$ 268,642
$ 236,917
$ 268,642
         Property, plant and equipment, net 117,262
128,047
117,262
128,047

Concrete
        Contract revenues $ 76,962
$ 79,069
$ 158,580
$ 153,121
        Operating (loss) income (432 ) 949
(153 ) 1,753
        Depreciation and amortization expense (2,153 ) (2,136 ) (4,247 ) (4,185 )

        Total assets $ 125,872
$ 163,627
$ 125,872
$ 163,627
        Property, plant and equipment, net 17,783
19,636
17,783
19,636

~~Intersegment~~


	Three months ended				Six months ended
	June 30,				June 30,
		2020		2019		2020		2019
Marine
Contract revenues	$	91,719	$	89,023	$	177,668	$	150,510
Operating income (loss)	$	596	$	9	$	3,451	$	(6,447)
Depreciation and amortization expense	$	(4,744)	$	(5,069)	$	(9,520)	$	(10,015)

Total assets	$	233,326	$	236,917	$	233,326	$	236,917
Property, plant and equipment, net	$	111,416	$	117,262	$	111,416	$	117,262

Concrete
Contract revenues	$	91,994	$	76,962	$	172,665	$	158,580
Operating (loss) income	$	3,488	$	(432)	$	4,998	$	(153)
Depreciation and amortization expense	$	(2,260)	$	(2,153)	$	(4,376)	$	(4,247)

Total assets	$	138,095	$	125,872	$	138,095	$	125,872
Property, plant and equipment, net	$	15,555	$	17,783	$	15,555	$	17,783

There were $0.4 million and $2.7 million in intersegment revenues between the ~~Company's two~~Company’s 2 reportable segments for the three and six months ended June 30, 2020, respectively. There were $0.2 million and $0.1 million in intersegment revenues between the Company’s 2 reportable segments for the three and six months ended June 30, 2019, ~~were $0.2 million and $0.1 million, respectively. Intersegment revenues between the Company's two reportable segments for the three and six months ended June 30, 2018 was $2.4 million,~~ respectively. The marine segment had foreign revenues of ~~approximately $2.4~~$3.9 million and $2.4 million for the three months ended June 30, ~~2019~~2020 and ~~2018,~~2019, respectively, and ~~$2.9~~$7.9 million and ~~$8.3~~$2.9 million for the six months ended June 30, ~~2019~~2020 and ~~2018,~~2019, respectively. These revenues are derived from projects in the Caribbean Basin and Mexico and are paid primarily in U.S. dollars. There was no0 foreign revenue for the concrete segment.

~~17.~~

18.Leases

The Company has operating and finance leases for office space, equipment and vehicles.

Management determines if a contract is or contains a lease at inception of the contract or modification of the contract. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period in exchange for consideration. Control over the use of the identified asset means the lessee has both (a) the right to obtain substantially all of the economic benefits from the use of the asset and (b) the right to direct the use of the asset.

Finance and operating lease ROU assets and liabilities are recognized based on the present value of future minimum lease payments over the expected lease term at a commencement date. As the implicit rate is not determinable in most of the ~~Company's~~Company’s leases, management uses the ~~Company's~~Company’s incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The expected lease term includes options to extend or terminate the lease when it is reasonably certain the Company will exercise such option. Lease expense for minimum lease payments is recognized on a straight-line basis over the expected lease term.

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The ~~Company's~~Company’s lease arrangements have lease and non-lease components. Leases with an expected term of 12 months or less are not accounted for on the balance sheet and the related lease expense is recognized on a straight-line basis over the expected lease term.

The ~~Company's~~Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

Leases recorded on the balance sheet consists of the following:


	June 30,		December 31,
Leases	2020		2019
Assets
Operating lease right-of-use assets, net (1)	$	16,762	$	17,997
Financing lease right-of-use assets, net (2)		13,783		7,896
Total assets	$	30,545	$	25,893
Liabilities
Current
Operating	$	5,095	$	5,043
Financing		4,919		2,788
Total current		10,014		7,831
Noncurrent
Operating		12,334		13,596
Financing		8,288		3,760
Total noncurrent		20,622		17,356
Total liabilities	$	30,636	$	25,187

(1)	Operating lease right-of-use assets are recorded net of accumulated amortization of $7.4 million as of June 30, 2020.

(2)	Financing lease right-of-use assets are recorded net of accumulated amortization of $6.7 million as of June 30, 2020.

June 30,
Leases 2019
Assets
Operating lease right-of-use assets, net (1) $ 21,510
Financing lease right-of-use assets, net (2) 8,238
Total assets $ 29,748
Liabilities
Current
    Operating $ 5,677
    Financing 2,935
Total current 8,612
Noncurrent
    Operating 16,485
    Financing 4,291
Total noncurrent 20,776
Total liabilities $ 29,388

~~(1) Operating lease right-of-use assets are recorded net of accumulated amortization of $2.9 million as of June 30, 2019.~~

~~(2) Financing lease right-of-use assets are recorded net of accumulated amortization of $5.1 million as of June 30, 2019~~

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


	June 30,		December 31,
	2020		2019
Weighted Average Remaining Lease Term (in years)
Operating leases	4.98		5.30
Financing leases	4.65		1.18
Weighted Average Discount Rate
Operating leases (1)	4.79	%	4.80	%
Financing leases	4.41	%	5.10	%


(1)
	~~June 30,~~
	~~2019~~
~~Weighted Average Remaining Lease Term~~
~~Operating~~Upon adoption of the new lease standard, discount rates used for existing operating leases	~~5.42 years~~
~~Financing leases~~	~~1.63 years~~
~~Weighted Average Discount Rate~~
~~Operating leases (1)~~	~~4.78~~	%
~~Financing leases~~	~~5.34~~	% were established on January 1, 2019.

~~(1) Upon adoption~~

Table of ~~the new lease standard, discount rates used for existing operating leases were established on January 1, 2019.~~Contents

The components of lease expense are as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2020		2019		2020		2019
Operating lease costs:
Operating lease cost	$	1,613	$	1,759	$	3,227	$	3,460
Short-term lease cost (1)		920		87		2,081		155
Financing lease costs:
Interest on lease liabilities		169		97		275		200
Amortization of right-of-use assets		885		585		1,585		1,154
Total lease cost	$	3,587	$	2,528	$	7,168	$	4,969

(1)	Includes expenses related to leases with a lease term of more than one month but less than one year.

Three Months Ended Six Month Ended
June 30, 2019 June 30, 2019
Operating lease costs:
    Operating lease cost $ 1,759
$ 3,460
    Short-term lease cost (1) 87
155
Financing lease costs:
    Interest on lease liabilities 97
200
    Amortization of right-of-use assets 585
1,154
Total lease cost $ 2.528
$ 4.969

~~(1) Excludes expenses related to leases with a lease term of one month or less.~~

Supplemental cash flow information related to leases is as follows:

Six Months Ended
June 30, 2019
Cash paid for amounts included in the measurement of lease liabilities:
    Operating cash flows for operating leases $ 3,417
    Operating cash flows for finance leases $ 200
    Financing cash flows for finance leases $ 1,412
Non-cash activity:
ROU assets obtained in exchange for new operating lease liabilities $ 24,437
ROU assets obtained in exchange for new financing lease liabilities $ 205


	Six Months Ended June 30,
	2020		2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	3,179	$	3,417
Operating cash flows for finance leases	$	275	$	200
Financing cash flows for finance leases	$	1,858	$	1,412
Non-cash activity:
ROU assets obtained in exchange for new operating lease liabilities	$	2,688	$	24,437
ROU assets obtained in exchange for new financing lease liabilities	$	9,425	$	205

Maturities of lease liabilities are summarized as ~~follows~~follows:


	Operating Leases		Finance Leases
Year ending December 31,
2020 (excluding the six months ended June 30, 2020)	$	3,081	$	2,145
2021		4,980		5,057
2022		3,288		1,181
2023		2,384		1,650
2024		1,818		853
Thereafter		4,215		4,084
Total future minimum lease payments		19,766		14,970
Less - amount representing interest		2,337		1,763
Present value of future minimum lease payments		17,429		13,207
Less - current lease obligations		5,095		4,919
Long-term lease obligations	$	12,334	$	8,288

Operating Leases Finance Leases
Year ending December 31,
2019 (excluding the six months ended June 30, 2019) $ 3,492
$ 1,749
2020 5,932
3,193
2021 4,527
3,136
2022 2,978
46
2023 2,385
42
Thereafter 6,006
7
Total future minimum lease payments 25,320
8,173
Less - amount representing interest 3,158
947
Present value of future minimum lease payments 22,162
7,226
Less - current lease obligations 5,677
2,935
Long-term lease obligations $ 16,485
$ 4,291

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~~Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

Unless the context otherwise indicates, all references in this quarterly report to “Orion,” “the Company,” “we,” “our,” or “us” are to Orion Group Holdings, Inc. and its subsidiaries taken as a whole.

Certain information in this Quarterly Report on Form 10-Q, including but not limited to Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), may constitute forward-looking statements as such term is defined within the meaning of the “safe harbor” provisions of Section 27A of the Securities Exchange Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.

All statements other than statements of historical facts, including those that express a belief, expectation, or intention are forward-looking statements. The forward-looking statements may include projections and estimates concerning the timing and success of specific projects and our future production, revenues, income and capital spending. Our forward-looking statements are generally accompanied by words such as “estimate,” “project,” “predict,” “believe,” “expect,” “anticipate,” “potential,” “plan,” “goal” or other words that convey the uncertainty of future events or outcomes.

We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control, including unforeseen productivity delays and other difficulties encountered in project execution, levels of government funding or other governmental budgetary constraints, and contract cancellation at the discretion of the customer. These and other important factors, including those described under “Risk Factors” in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2018~~2019 (“~~2018~~2019 Form 10-K”) may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. The forward-looking statements in this quarterly report on Form 10-Q speak only as of the date of this report; we disclaim any obligation to update these statements unless required by securities law, and we caution you not to rely on them unduly.

MD&A provides a narrative analysis explaining the reasons for material changes in the Company’s (i) financial condition since the most recent fiscal year-end, and (ii) results of operations during the current fiscal year-to-date period and current fiscal quarter as compared to the corresponding periods of the preceding fiscal year. In order to better understand such changes, this MD&A should be read in conjunction with the Company’s fiscal ~~2018~~2019 audited consolidated financial statements and notes thereto included in our ~~2018~~2019 Form 10-K, Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our ~~2018~~2019 Form 10-K and with our unaudited condensed consolidated financial statements and related notes appearing elsewhere in this quarterly report.

Overview

Orion Group Holdings, Inc., its subsidiaries and affiliates (hereafter collectively referred to as the ~~"Company"~~“Company”), provides a broad range of specialty construction services in the infrastructure, industrial and building sectors of the continental United States, Alaska, and the Caribbean Basin. The Company’s marine segment services the infrastructure sector through marine transportation facility construction, marine pipeline construction, marine

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environmental structures, dredging of waterways, channels and ports, environmental dredging, design, and specialty services. Its concrete segment services the building sector by providing turnkey concrete construction services including pour and finish, dirt work, layout, forming, rebar, and mesh across the light commercial structural and other associated business areas. The Company is headquartered in Houston, Texas with offices throughout its operating areas.

Our contracts are obtained primarily through competitive bidding in response to “requests for proposals” by federal, state and local agencies and through negotiation and competitive bidding with private parties and general contractors. Our bidding activity and strategies are affected by such factors as our backlog, current utilization of equipment and other resources, job location, our ability to obtain necessary surety bonds and competitive considerations. The timing and location of awarded contracts may result in unpredictable fluctuations in the results of our operations.

Most of our revenue is derived from fixed-price contracts. We generally record revenue on construction contracts over time, measured by the percentage of actual contract costs incurred to date to total estimated costs for each contract. There are a number of factors that can create variability in contract performance and therefore impact the results of our operations. The most significant of these include the following:

●

completeness and accuracy of the original bid;

●

increases in commodity prices such as concrete, steel and fuel;

●

customer delays, work stoppages, and other costs due to weather and environmental restrictions;

●

availability and skill level of workers; and

●

a change in availability and proximity of equipment and materials.

~~completeness and accuracy of the original bid;~~

~~increases in commodity prices such as concrete, steel and fuel;~~

~~customer delays, work stoppages, and other costs due to weather and environmental restrictions;~~

~~availability and skill level of workers; and~~

~~a change in availability and proximity of equipment and materials.~~

All of these factors can have a negative impact on our contract performance, which can adversely affect the timing of revenue recognition and ultimate contract profitability. We plan our operations and bidding activity with these factors in mind and they generally have not had a material adverse impact on the results of our operations in the past.

Second quarter ~~2019 recap~~2020 Recap and ~~2019~~2020 Outlook

~~During~~

In the ~~second~~ quarter ended June 30, 2020, we recorded revenues of $183.7 million, of which $91.7 million was attributable to our marine segment and the ~~Company grew backlog~~remaining $92.0 million to ~~historical highs~~our concrete segment. In addition, we ended the quarter with a ~~record win rate on bid markets opportunities. Results have improved~~consolidated backlog of $528.4 million. Our revenues in the quarter ~~over quarter due to~~increased by 10.7% as compared with the ~~strong backlog~~comparable prior year period and ~~execution on~~we recorded net income of $2.0 million, as compared with a ~~number~~net loss of ~~projects within~~$1.6 million in the ~~quarter.~~

~~The~~comparable prior year period.

Looking toward the balance of 2020, the Company continues to focus on developing opportunities across the infrastructure, industrial, and building sectors through organic growth and greenfield ~~expansion,~~expansion.

The spread of COVID-19 has impacted the global economy, leaving supply chains disrupted. As the world uses tactics like “social distancing” and ~~strategic acquisition opportunities. The~~“stay at home orders” to slow and stop the spread of COVID-19, demand destruction has led to increased unemployment and to the weakening of consumer confidence. Although to date the Company ~~is also making headway~~hasn’t experienced materially negative impacts from COVID-19, such as widespread project stoppage/cancelations or a slowdown/stoppage of accounts receivables collections, any delays in the timing of future awards could create gaps in the Company’s project delivery schedule across quarterly periods.

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Federal and State governments have increased spending as part of efforts to mitigate the impact of COVID-19 on the ~~Invest, Sale, Grow Initiative as~~economy. The amount and timing of such spending will be directly impacted by the ~~year progresses. Overall,~~duration of required efforts to contain COVID-19 and the severity of the negative impacts created by the virus and its effect on the economy. Although little progress has been made to date and concerns have recently arisen that the impact of the COVID-19 pandemic may further delay or reduce its scope, the Company ~~continues~~will continue to ~~see robust market drivers across its business~~track and ~~continues to expect improved results as 2019 progresses.~~

monitor any developments on a federal infrastructure bill which could potentially create bid opportunities for the Company.

Marine Segment

Demand for our marine construction services ~~remains strong.~~continues, given our differentiated capabilities and service offering within the space. We continue to see ~~solid demand~~bid opportunities to help maintain and expand the

infrastructure that facilitates the movement of goods and people on or over waterways. ~~Specifically,~~However, we ~~continue to~~are closely monitoring the short and long-term cruise line capital expenditures as their current demand has been negatively impacted by COVID-19. Further, while we currently see bid opportunities from our private sector energy-related customers as they expand their marine facilities related to the storage, transportation and refining of domestically produced ~~energy.~~energy, we recognize that the timing of project awards may be impacted as a result of volatility of oil prices due to COIVD-19 related uncertainties. Over the long-term, we expect to see ~~some~~ bid opportunities in this sector from petrochemical-related ~~customers,~~businesses, energy exporters, and liquefied natural gas facilities. Opportunities from local port authorities will also remain ~~solid,~~over the long-term, many of which are related to the ~~completion of the~~widened Panama ~~Canal expansion project.~~Canal. Additionally, ~~we expect to see some~~ bid opportunities related to coastal restoration funded through the Resource and Ecosystems Sustainability, Tourist Opportunities and Revived Economies of the Gulf Coast States Act (the ~~"RESTORE Act"~~“RESTORE Act”) may arise throughout ~~2019.~~2020 and into 2021. We believe our current equipment fleet will allow us to better meet market demand for projects from both our public and private ~~customers in the future.~~

customers.

In the long-term, we see positive trends in demands for our services in our end markets, including:

●

Continuing need to repair and improve degrading U. S. marine infrastructure;

●

Long-term demand from downstream energy-related companies will be driven by larger capital projects, as well as maintenance call-out work;

●

Expected increases in cargo volume and future demands from larger ships transiting the Panama Canal will require ports along the Gulf Coast and Atlantic Seaboard to expand port infrastructure as well as perform additional dredging services;

●

Possible work opportunities generated by the Water Resources Reform and Development Act (the “WRRDA Act”) authorizing expenditures for the conservation and development of the nation’s waterways as well as addressing funding deficiencies within the Harbor Maintenance Trust Fund;

●

Renewed focus on coastal rehabilitation along the Gulf Coast, particularly through the use of RESTORE Act funds based on fines collected related to the 2010 Gulf of Mexico oil spill;

●

Funding for highways and transportation under the FAST Act, which provides authority through 2020;

●

Nearly $7 billion of federal funding provided by the USACE in connection with disaster recovery in Texas; and,

~~General~~

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●

Potential opportunities related to the impending federal infrastructure bill.

Concrete Segment

Demand for our concrete segment’s services continues, although timing of certain new project releases could be delayed as a result of COVID-19 related macroeconomic impacts. We currently see long-term demand ~~to repair and improve degrading U. S. marine infrastructure;~~

~~Improving economic conditions and increased activity~~for our concrete construction services in the ~~petrochemical industry and energy-related companies will necessitate capital expenditures, including larger projects, as well as maintenance call-out work;~~

The Water Resources Reform and Development Act (the "WRRDA Act") authorizing expenditures for the conservation and development of the nation's waterways as well as addressing funding deficiencies within the Harbor Maintenance Trust Fund;

~~Renewed focus on coastal rehabilitation along the Gulf Coast, particularly through the use of RESTORE Act funds based on fines collected related to the 2010 Gulf of Mexico oil spill;~~

~~Funding for highways and transportation under the FAST Act, which provides authority through 2020; and~~

~~Nearly $5 billion of federal funding provided by the USACE in connection with disaster recovery in Texas~~

~~Concrete Segment~~

~~Our concrete segment's demand also remains strong. The~~ Texas building sector ~~is in solid shape~~ as ~~its~~Texas’ four major metropolitan areas, and expanding suburbs, continuously retain their positions as leading destinations for ~~families~~population and ~~businesses.~~business growth. Population growth throughout our markets continues to drive new distribution centers, education facilities, office expansion, retail and grocery establishments, ~~and~~ new multi-family housing ~~units. In Houston, warehouse construction~~units, and ~~new education facilities continue to comprise a large portion~~structural towers for business, residential or mixed-use purposes. The diversified Texas economy provides us with multiple sources of ~~project mix. The Dallas-Fort Worth office continues to see opportunities from warehouse distribution centers and is targeting structural construction~~bid opportunities. ~~In the Central Texas office, retail facilities and warehouse construction are driving the project mix. Long-term, we see sustained~~Additional demand for concrete services in our ~~markets.~~

markets could be provided by work as part of a federal infrastructure bill.

Consolidated Results of Operations

Backlog Information

Our contract backlog represents our estimate of the revenues we expect to realize under the portion of contracts remaining to be performed. Given the typical duration of our contracts, which is generally less than a year, our backlog at any point in time usually represents only a portion of the revenue that we expect to realize during a ~~twelve month~~twelve-month period. Many projects that make up our backlog may be canceled at any time without penalty; however, we can generally recover actual committed costs and profit on work performed up to the date of cancellation. Although weWe have not been adversely affected by contract cancellations or modifications in the past, although we may be in the future, especially in economically uncertain periods. Consequently, backlog is not necessarily indicative of future results. In addition to our backlog under contract, we also have a substantial number of projects in negotiation or pending award at any time.

Backlog as of the periods ended below are as follows (in millions):


	June 30, 2020		March 31, 2020		December 31, 2019		September 30, 2019		June 30, 2019
Marine segment	$	312.2	$	344.6	$	326.9	$	394.3	$	461.2
Concrete segment		216.2		247.3		231.6		226.2		184.0
Consolidated	$	528.4	$	591.9	$	558.5	$	620.5	$	645.2

Previously reported backlog amounts have been adjusted in the accompanying table to correct for ~~our marine segment at~~a clerical error in the underlying calculation file, as to which steps have been taken to prevent a recurrence. Accordingly, reported backlog has been reduced by $17.6 million, $13.8 million, $10.0 million, and $15.8 million for the periods ended March 31, 2020, December 31, 2019, September 30, 2019 and June 30, 2019, ~~was $477.0 million, as compared with $184.6 million at June 30, 2018.~~respectively.

~~Backlog for our concrete segment at June 30, 2019 was $184.0 million, as compared with $156.1 million at June 30, 2018.~~

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~~Backlog on a consolidated basis at June 30, 2019 was $661.0 million, as compared with $340.7 million at June 30, 2018.~~

Three months ended June 30, ~~2019~~2020, compared with three months ended June 30, ~~2018~~

Three months ended June 30,
2019 2018
Amount Percent Amount Percent
(dollar amounts in thousands)
Contract revenues $ 165,985
100.0 % $ 159,767
100.0 %
Cost of contract revenues 151,008
91.0 % 140,305
87.8 %
Gross profit 14,977
9.0 % 19,462
12.2 %
Selling, general and administrative expenses 15,114
9.1 % 14,710
9.2 %
Amortization of intangible assets 658
0.4 % 847
0.5 %
Gain on sale of assets, net (372 ) (0.2 )% (686 ) (0.4 )%
Operating (loss) income from operations (423 ) (0.3 )% 4,591
2.9 %
Other (expense) income:

Other income 534
0.3 % 476
0.3 %
Interest income 94
0.1 % 47
— %
Interest expense (1,978 ) (1.2 )% (1,205 ) (0.8 )%
Other expense, net (1,350 ) (0.8 )% (682 ) (0.5 )%
(Loss) income before income taxes (1,773 ) (1.1 )% 3,909
2.4 %
Income tax (benefit) expense (140 ) (0.1 )% 1,660
1.0 %
Net (loss) income $ (1,633 ) (1.0 )% $ 2,249
1.4 %

2019


	Three months ended June 30,
	2020				2019
	Amount		Percent		Amount		Percent

	(dollar amounts in thousands)
Contract revenues	$	183,713	100.0	%	$	165,985	100.0	%
Cost of contract revenues		162,969	88.7	%		151,008	91.0	%
Gross profit		20,744	11.3	%		14,977	9.0	%
Selling, general and administrative expenses		16,512	9.0	%		15,114	9.1	%
Amortization of intangible assets		517	0.3	%		658	0.4	%
Gain on sale of assets, net		(369)	(0.2)	%		(372)	(0.2)	%
Operating income (loss)		4,084	2.2	%		(423)	(0.3)	%
Other (expense) income:
Other income		39	—	%		534	0.3	%
Interest income		54	—	%		94	0.1	%
Interest expense		(1,169)	(0.6)	%		(1,978)	(1.2)	%
Other expense, net		(1,076)	(0.6)	%		(1,350)	(0.8)	%
Loss before income tax expense (benefit)		3,008	1.6	%		(1,773)	(1.1)	%
Income tax expense (benefit)		980	0.5	%		(140)	(0.1)	%
Net (loss) income	$	2,028	1.1	%	$	(1,633)	(1.0)	%

Contract Revenues. ~~Consolidated contract~~ Contract revenues for the three months ended June 30, ~~2019 were~~2020 of $183.7 million increased approximately 10.7% as compared to $166.0 million asin the prior year period. The increase was primarily driven by an increase in production volumes in the concrete segment and a moderate year over year increase in the marine segment.

Gross Profit. Gross profit was $20.7 million for the three months ended June 30, 2020, compared ~~with $159.8~~to $15.0 million in the prior year period, ~~which was~~ an increase of ~~$6.2~~$5.7 million or ~~3.9%~~38.5%. Gross profit in the second quarter was 11.3% of total contract revenues as compared to 9.0% in the prior year period. The increase in gross profit dollars and percentage were primarily driven by the increased revenue and improved recovery of indirect project cost such as equipment and labor utilization.

Selling, General and Administrative Expense. Selling, general and administrative ("SG&A") expenses were $16.5 million for the three months ended June 30, 2020 compared to $15.1 million in the prior year period, an increase of $1.4 million, or 9.2%. As a percentage of total contract revenues, SG&A expenses decreased from 9.1% to 9.0%. The increase in SG&A dollars was primarily attributable to ~~execution on a number~~the full ratable accrual of ~~projects in backlog~~the annual incentive compensation plan in the ~~marine segment. While overall revenues increased, we did experience a shift in the component mix of our marine segment revenue from the private sector~~2020 period compared to the public sector when comparing the 2019 period to 2018. In particular the 2019 period included a large project in our public sector that did not contribute to 2018 results. By contrast, the 2018 period included a large project in our private sector that was not replicated in the 2019 period.

Contract revenues generated from private sector customers for the marine segment represented 32.0% of segment contract revenues in the second quarter of 2019, or approximately $28.5 million as compared with $50.5 million or 62.5% for the prior year period.

Contract revenues generated from public sector customers for the marine segment represented 68.0% of segment contract revenues in the second quarter of 2019, or $60.5 million, as compared with $30.2 million or 37.5%, inzero accrual during the comparable ~~prior year~~2019 period.

~~Contract revenues~~

Other Income, net of Expense. Other expense primarily reflects interest on our borrowings, partially offset by interest income and non-operating gains or losses.

See Note 11 for additional discussion of the amended syndicated credit agreement, also known as the Seventh Amendment, executed in ~~the concrete segment are primarily derived from private sector customers. Private sector customers represent $63.3 million, or 82.3%,~~June 2020.

Income Tax Expense (Benefit). We recorded tax expense of ~~total contract revenues for the concrete segment in the second quarter of 2019, compared to $62.8 million, or 79.4% in the prior year period.~~

~~Gross Profit.~~ ~~Gross profit was $15.0~~$1.0 million in the three months ended June 30, ~~2019, as~~2020, compared ~~with $19.5~~to tax benefit of $0.1 million in the prior year period. ~~Gross margin~~ Our effective tax rate for the three months ended June 30, 2020 was 32.6%, which differs from the federal statutory rate of 21% primarily due to movement

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in the ~~second quarter was 9.0%,~~valuation allowance to offset foreign tax credits and net operating loss carryforwards, foreign taxes, state income taxes and the non-deductibility of certain permanent items.

Six months ended June 30, 2020, compared with six months ended June 30, 2019


	Six months ended June 30,
	2020				2019
	Amount		Percent		Amount		Percent

	(dollar amounts in thousands)
Contract revenues	$	350,333	100.0	%	$	309,090	100.0	%
Cost of contract revenues		309,831	88.4	%		285,031	92.2	%
Gross profit		40,502	11.6	%		24,059	7.8	%
Selling, general and administrative expenses		32,381	9.3	%		30,087	9.7	%
Amortization of intangible assets		1,033	0.3	%		1,318	0.4	%
Gain on sale of assets, net		(1,361)	(0.4)	%		(746)	(0.2)	%
Operating (loss) income from operations		8,449	2.4	%		(6,600)	(2.1)	%
Other (expense) income:
Other income		136	—	%		557	0.2	%
Interest income		94	—	%		242	0.1	%
Interest expense		(2,571)	(0.7)	%		(3,303)	(1.1)	%
Other expense, net		(2,341)	(0.7)	%		(2,504)	(0.8)	%
(Loss) income before income taxes		6,108	1.7	%		(9,104)	(2.9)	%
Income tax expense		1,357	0.3	%		453	0.2	%
Net loss	$	4,751	1.4	%	$	(9,557)	(3.1)	%

Contract Revenues. Contract revenues for the six months ended June 30, 2020 of $350.3 million increased approximately 13.3% as compared ~~with 12.2%~~to $309.1 million in the prior year period. The increase was primarily attributable to the higher volume of work in both the marine and concrete segments. Additionally, the execution on a few large projects in both segments boosted year over year results.

Gross Profit. Gross profit ~~decreased primarily due~~was $40.5 million for the six months ended June 30, 2020, compared to ~~a shift in timing and mix of projects. More specifically,~~$24.1 million in the ~~second quarter~~prior year period, an increase of ~~2018 we completed a large marine project~~$16.4 million or 68.3%. Gross profit in the six months ended June 30, 2020 was 11.6% of total contract revenues as compared to 7.8% in the prior year period. The increase in gross profit dollars and ~~realized significant~~percentage were primarily driven by revenue and margin expansion as the result of improved fixed and labor related cost ~~savings contributing to a strong gross margin for that period.~~

recovery.

Selling, General and Administrative Expense. Selling, general and administrative ("SG&A") expenses inwere $32.4 million for the ~~second quarter of 2019 were $15.1 million as~~six months ended June 30, 2020 compared ~~with $14.7~~to $30.1 million in the prior year period, ~~which was~~ an increase of ~~$0.4~~$2.3 million, or ~~2.8%~~7.6%. As a percentage of total contract revenues, SG&A expenses decreased from 9.7% to 9.3%. The increase in SG&A dollars was primarily attributable to ~~expenses related~~the full ratable accrual of the incentive compensation plan in the 2020 period compared to zero accrual during the ~~Invest, Scale, and Grow initiative.~~

comparable 2019 period.

Other ~~income,~~Income, net of ~~expense.~~Expense. Other expense primarily reflects interest on our ~~borrowings. Included in~~borrowings, partially offset by interest ~~expense in the second quarter of 2019 was $0.4 million of expense related to unamortized debt issuance costs as a result of the Sixth Amendment to the Credit Facility.~~

~~Income Tax Expense.~~ ~~The Company recorded a tax benefit of $0.1 million for the three months ended June 30, 2019~~income and a tax expense of $1.7 million for the three months ended June 30, 2018. The Company has estimated its effective tax rate at 7.9% for the second quarter of 2019 as compared with 42.5% for the second quarter of 2018.

non-operating gains or losses.

See Note 1211 for additional discussion of the ~~effective~~amended syndicated credit agreement, also known as the Seventh Amendment, executed in June 2020.

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Income Tax Expense (Benefit).We recorded tax ~~rate recorded in the second quarter~~expense of ~~2019.~~

~~Six months ended June 30, 2019 compared with six months ended June 30, 2018~~

Six months ended June 30,
2019 2018
Amount Percent Amount Percent
(dollar amounts in thousands)
Contract revenues $ 309,090
100.0 % $ 296,610
100.0 %
Cost of contract revenues 285,031
92.2 % 262,452
88.5 %
Gross profit 24,059
7.8 % 34,158
11.5 %
Selling, general and administrative expenses 30,087
9.7 % 27,751
9.4 %
Amortization of intangible assets 1,318
0.4 % 1,694
0.6 %
Gain on sale of assets, net (746 ) (0.2 )% (1,499 ) (0.5 )%
Other gain from continuing operations —
— % (5,448 ) (1.8 )%
Operating (loss) income from operations (6,600 ) (2.1 )% 11,660
3.9 %
Other (expense) income:

Other income 557
0.3 % 474
0.2 %
Interest income 242
— % 47
— %
Interest expense (3,303 ) (1.1 )% (2,682 ) (0.9 )%
Other expense, net (2,504 ) (0.8 )% (2,161 ) (0.7 )%
(Loss) income before income taxes (9,104 ) (2.9 )% 9,499
3.2 %
Income tax expense 453
0.1 % 3,149
1.1 %
Net (loss) income $ (9,557 ) (3.1 )% $ 6,350
2.1 %

~~Contract Revenues.~~ Consolidated contract revenues for the six months ended June 30, 2019 were $309.1 million as compared with $296.6 million in the prior year period, which was an increase of $12.5 million, or 4.2%. The increase was primarily attributable to the execution on a number of projects in backlog in the marine segment. While overall revenues increased, we did experience a shift in the component mix of our marine segment revenue from the private sector to the public sector when comparing the 2019 period to 2018. In particular the 2019 period included a large project in our public sector that did not contribute to 2018 results. By contrast, the 2018 period included a large project in our private sector that was not replicated in the 2019 period.

Contract revenues generated from private sector customers for the marine segment represented 29.2% of segment contract revenues in the first six months of 2019, or $43.9 million as compared with $83.8 million or 58.4% for the prior year period.

Contract revenues generated from public sector customers for the marine segment represented 70.8% of segment contract revenues in the first six months of 2019, or approximately $106.6 million, as compared with $59.7 million or 41.6%, in the comparable prior year period.

Contract revenues in the concrete segment are primarily derived from private sector customers. Private sector customers represent $132.2 million, or 83.4%, of total contract revenues for the concrete segment in the first six months of 2019, compared to $121.7 million, or 79.5% in the prior year period.

~~Gross Profit.~~ ~~Gross profit was $24.1~~$1.4 million in the six months ended June 30, ~~2019, as~~2020, compared ~~with $34.2~~to tax expense of $0.5 million in the prior year period. Gross margin for the first six months was 7.8%, as compared with 11.5% in the prior year period. Gross profit decreased primarily due to a shift in timing and mix of projects. More specifically, in the second quarter of 2018 we completed a large marine project and realized significant cost savings contributing to a strong gross margin for that period.

~~Selling, General and Administrative Expense.~~ Selling, general and administrative ("SG&A") expenses for the first six months of 2019 were $30.1 million as compared with $27.8 million in the prior year period, which was an increase of $2.3 million, or 8.4%. The increase was primarily attributable to expenses related to the Invest, Scale, and Grow initiative.

~~Other income, net of expense.~~Other expense primarily reflects interest on our borrowings. Included in interest expense in the second quarter of 2019 was $0.4 million of expense related to unamortized debt issuance costs as a result of the Sixth Amendment to the Credit Facility.

~~Income Tax Expense.~~ ~~The Company recorded a~~Our effective tax ~~expense of $0.5 million~~rate for the six months ended June 30, ~~2019 and a tax expense~~2020 was 22.2%, which differs from the federal statutory rate of $3.1 million for the six months ended June 30, 2018. The Company has estimated its effective tax rate at (5.0)% for the first six months of 2019 as compared with 33.1% for the first six months of 2018.

~~See~~ ~~Note 12~~ ~~for additional discussion of the effective tax rate recorded~~21% primarily due to movement in the ~~first six months~~valuation allowance to offset foreign tax credits and net operating loss carryforwards, foreign taxes, state income taxes and the non-deductibility of ~~2019.~~

certain permanent items.

Segment Results

The following table sets forth, for the periods indicated, statements of operations data by segment, segment revenues as a percentage of consolidated revenues and segment operating (loss) income ~~(loss)~~ as a percentage of segment revenues:

Three months ended June 30, ~~2019~~2020 compared with three months ended June 30, ~~2018~~

Three months ended June 30,
2019 2018
Amount Percent Amount Percent
(dollar amounts in thousands)
Contract revenues
Marine Segment $ 89,023
53.6 % $ 80,698
50.5 %
Concrete Segment 76,962
46.4 % 79,069
49.5 %
Total $ 165,985
100.0 % $ 159,767
100.0 %

Operating income (loss)
Marine Segment $ 9
— % $ 3,642
4.5 %
Concrete Segment (432 ) (0.6 )% 949
1.2 %
Total $ (423 ) $ 4,591

2019


	Three months ended June 30,
	2020				2019
	Amount		Percent		Amount		Percent

	(dollar amounts in thousands)
Contract revenues
Marine segment
Public sector	$	59,820	65.2	%	$	60,557	68.0	%
Private sector		31,899	34.8	%		28,466	32.0	%
Marine segment total	$	91,719	100.0	%	$	89,023	100.0	%
Concrete segment
Public sector	$	12,022	13.1	%	$	13,629	17.7	%
Private sector		79,972	86.9	%		63,333	82.3	%
Concrete segment total	$	91,994	100.0	%	$	76,962	100.0	%
Total	$	183,713			$	165,985

Operating income (loss)
Marine segment	$	596	0.6	%	$	9	0.0	%
Concrete segment		3,488	3.8	%		(432)	(0.6)	%
Total	$	4,084			$	(423)

Marine Segment

Revenues for ~~the~~our marine segment for the three months ended June 30, ~~2019~~2020 were ~~$89.0~~$91.7 million compared to ~~$80.7~~$89.0 million for the three months ended June 30, ~~2018,~~2019, an increase of ~~$8.3~~$2.7 million, or ~~10.3%~~3.0%. ~~The~~This increase is primarily attributable to ~~the~~ execution on ~~a number~~the larger volume of ~~projects~~work in ~~backlog.~~

our backlog and significant project material purchases in the period.

Operating income for ~~the~~our marine segment for the three months ended June 30, ~~2019~~2020 was $0.6 million, compared to an operating income of less than $0.1 million compared to $3.6 million in operating income for the three months ended June 30, 2018, a decrease of $3.6 million. The decrease is primarily due to a shift in timing and mix of projects. As a percentage of revenues, operating loss for our marine segment was 0.0% for the three months ended June 30, 2019, ~~compared to 4.5%~~an increase of $0.6 million. This increase in operating income ~~for~~was primarily due to execution on the ~~three months ended June 30, 2018.~~larger volume of work in our backlog and improved recovery of equipment and labor related project costs.

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Concrete Segment

Revenues for our concrete segment for the three months ended June 30, ~~2019~~2020 were ~~$77.0~~$92.0 million compared to ~~$79.1~~$77.0 million for the three months ended June 30, ~~2018, a decrease~~2019, an increase of ~~$2.1~~$15.0 million, or ~~2.7%~~19.5%. This ~~decrease~~increase in revenue was primarily due to ~~timing~~higher volume of projects and ~~mix~~an increase in the number of ~~projects.~~

large structural projects in the current year period.

Operating ~~loss~~income for our concrete segment for the three months ended June 30, ~~2019~~2020 was ~~$0.4~~$3.5 million, compared to $0.9 million of operating income for the three months ended June 30, 2018, a decrease of $1.3 million. The shift from profitability to a reported loss was primarily driven by timing and mix of projects. As a percentage of revenues,an operating loss ~~for our concrete segment was 0.6%~~of $0.4 million for the three months ended June 30, 2019, ~~compared to~~an increase of $3.9 million. This increase in operating income was primarily due to the higher revenue and improved recovery of ~~1.2% for the three months ended June 30, 2018.~~

equipment and labor related project costs.

Six months ended June 30, ~~2019~~2020 compared with six months ended June 30, ~~2018~~

Six months ended June 30,
2019 2018
Amount Percent Amount Percent
(dollar amounts in thousands)
Contract revenues
Marine Segment $ 150,510
48.7 % $ 143,489
48.4 %
Concrete Segment 158,580
51.3 % 153,121
51.6 %
Total $ 309,090
100.0 % $ 296,610
100.0 %

Operating income (loss)
Marine Segment $ (6,447 ) (4.3 )% $ 9,907
6.9 %
Concrete Segment (153 ) (0.1 )% 1,753
1.1 %
Total $ (6,600 ) $ 11,660

2019


	Six months ended June 30,
	2020				2019
	Amount		Percent		Amount		Percent

	(dollar amounts in thousands)
Contract revenues
Marine segment
Public sector	$	113,331	63.8	%	$	106,566	70.8	%
Private sector		64,337	36.2	%		43,944	29.2	%
Marine segment total	$	177,668	100.0	%	$	150,510	100.0	%
Concrete segment
Public sector	$	28,074	16.3	%	$	26,382	16.6	%
Private sector		144,591	83.7	%		132,198	83.4	%
Concrete segment total	$	172,665	100.0	%	$	158,580	100.0	%
Total	$	350,333			$	309,090

Operating (loss) income
Marine segment	$	3,451	1.9	%	$	(6,447)	(4.3)	%
Concrete segment		4,998	2.9	%		(153)	(0.1)	%
Total	$	8,449			$	(6,600)

Marine Segment

Revenues for ~~the~~our marine segment for the six months ended June 30, ~~2019~~2020 were ~~$150.5~~$177.7 million compared to ~~$143.5~~$150.5 million for the six months ended June 30, ~~2018,~~2019, an increase of ~~$7.0~~$27.2 million, or ~~4.9%~~18.0%. ~~The~~This increase is primarily attributable to ~~the~~ execution on ~~a number~~the larger volume of ~~projects~~work in ~~backlog.~~

our backlog, the mix of additional dredging work, and significant project material purchases in the current year period.

Operating ~~loss~~income for ~~the~~our marine segment for the six months ended June 30, ~~2019~~2020 was ~~$6.4~~$3.5 million, compared to $9.9 million in operating income for the six months ended June 30, 2018, a decrease of $16.3 million. The decrease is primarily due to a shift in timing and mix of projects. Additionally, the Company recognized a $5.4 million gain on the settlement of a legal matter in the first quarter of 2018. As a percentage of revenues,an operating loss ~~for our marine segment was 4.3%~~of $6.4 million for the six months ended June 30, 2019, ~~compared to 6.9%~~an increase of $9.9 million. This increase in operating income ~~for~~was primarily due to improved project execution and cost recovery as well as the ~~six months ended June 30, 2018.~~

completion of several projects with lower margin in the prior year period.

Concrete Segment

Revenues for our concrete segment for the six months ended June 30, ~~2019~~2020 were ~~$158.6~~$172.7 million compared to ~~$153.1~~$158.6 million for the six months ended June 30, ~~2018,~~2019, an increase of ~~$5.5~~$14.1 million, or ~~3.6%~~8.9%. This increase in

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revenue was primarily due to ~~timing~~an overall increase in cubic yard production on our projects and ~~mix~~higher volume of ~~projects.~~

work.

Operating ~~loss~~income for our concrete segment for the six months ended June 30, ~~2019~~2020 was ~~less than $0.1~~$5.0 million, compared to an operating ~~income~~loss of ~~$1.8~~$0.2 million for the six months ended June 30, ~~2018, a decrease~~2019, an increase of ~~$1.9~~$5.2 million. ~~The decrease~~This increase in operating income was primarily ~~driven by timing~~due to higher revenue, the improvement in man-hours per cubic yard production, and ~~mix~~increased recovery of projects. As a percentage of revenues, operating loss for our concrete segment was 0.1% for the six months ended June 30, 2019 compared to operating income of 1.1% for the six months ended June 30, 2018.

project related costs such as labor and equipment.

Liquidity and Capital Resources

Our primary liquidity needs are to finance our working capital, fund capital expenditures, and pursue strategic acquisitions. Historically, our source of liquidity has been cash provided by our operating activities and borrowings under our Credit Facility (as defined below).

~~Our~~

Changes in working capital ~~position fluctuates from period to period due to~~are normal ~~increases~~within our business given the varying mix in size, scope and ~~decreases in operational activity.~~timing of delivery of our projects. At June 30, ~~2019~~,2020, our working capital was ~~$44.6~~$54.0 million, as compared with ~~$50.8~~$62.2 million at December 31, ~~2018. Working capital at June 30, 2019 was reduced $5.7 million as a result of the implementation of ASC 842 which brought operating lease liabilities on to the balance sheet.~~2019. As of June 30, ~~2019,~~2020, we had unrestricted cash on hand of ~~$2.8~~$10.3 million. Our borrowing capacity at June 30, ~~2019~~2020 was approximately ~~$20.6~~$49.9 million.

We expect to meet our future internal liquidity and working capital needs and maintain or replace our equipment fleet through capital expenditure purchases, leases and major repairs, from funds generated by our operating activities for at least the next 12 months. We believe our cash position is adequate for our general business requirements discussed above and to service our debt.

The following table provides information regarding our cash flows and our capital expenditures for the three and six months ended June 30, ~~2019~~2020 and ~~2018:~~

Three months ended
June 30,
Six months ended June 30,
2019 2018 2019 2018
Cash flows provided by (used in) operating activities $ 846
$ (6,108 ) $ (1,082 ) $ 4,509
Cash flows used in investing activities $ (1,378 ) $ (6,920 ) $ (5,141 ) $ (9,863 )
Cash flows provided by financing activities $ 666
$ 10,108
$ 298
$ 2,549

Capital expenditures (included in investing activities above) $ (4,256 ) $ (7,565 ) $ (8,118 ) $ (11,911 )

2019:


	Three months ended				Six months ended
	June 30,				June 30,
	2020		2019		2020		2019
Net income (loss)	$	2,028	$	(1,633)	$	4,751	$	(9,557)
Adjustments to remove non-cash and non-operating items		9,246		9,916		17,828		18,799
Cash flow from net income after adjusting for non-cash and non-operating items		11,274		8,283		22,579		9,242
Change in operating assets and liabilities (working capital)		6,347		(7,437)		10,495		(10,324)
Cash flows provided by (used in) operating activities	$	17,621	$	846	$	33,074	$	(1,082)
Cash flows used in investing activities	$	(1,719)	$	(1,378)	$	(2,044)	$	(5,141)
Cash flows (used in) provided by financing activities	$	(19,081)	$	666	$	(21,773)	$	298

Capital expenditures (included in investing activities above)	$	(2,283)	$	(4,256)	$	(5,036)	$	(8,118)

Operating Activities. In During the three months ended June 30, ~~2019, the Company's operations provided~~2020, we generated approximately ~~$0.8~~$17.6 million in cash from our operating activities. The net cash inflow is comprised of $11.3 million of cash inflows from net cash, as compared with cash used in operations in the prior year period of approximately $6.1 million. The increase in cash between periods of $7.0 million was primarily attributable to a $2.8 million increase inincome, after adjusting for non-cash items ~~in the current year period as compared to the prior year period~~ and ~~an increase of $8.1~~$6.3 million of cash inflows related to changes in net working capital. The changes in net working capital, which are reflected as changes in operating assets and liabilities in our Condensed Consolidated Statements of Cash Flows, were primarily driven by a net inflow of $9.4 million related to an increase in ~~billings in excess~~our net position of ~~costs~~accounts receivable and ~~estimated earnings,~~accounts payable and $1.5 million of inflows

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related to other working capital changes, partially offset by ~~an increase in accounts receivable and the $3.9~~a $4.6 million ~~decrease in net income in the current year period as compared~~outflow pursuant to the ~~prior year~~relative timing and significance of project progression and billings during the period.

During the six months ended June 30, ~~2019, the Company's operations used~~2020, we generated approximately ~~$1.1~~$33.1 million in cash from our operating activities. The net cash inflow is comprised of $22.6 million of cash inflows from net income, after adjusting for non-cash items and $10.5 million of cash ~~as compared with cash provided by operations in the prior year period of approximately $4.5 million. The decrease in cash between periods of $5.6 million was primarily attributable~~inflows related to ~~the $15.9 million decrease~~changes in net ~~income, partially offset by a $7.9 million increase in non-cash items in the current year period as compared to the prior year period and an increase of $2.4 million of~~working capital. The changes in net working capital, which are reflected as changes in operating assets and liabilities in our Condensed Consolidated Statements of Cash Flows, were primarily driven by ~~an increase in accounts receivable, partially offset by~~ a net ~~increase in billings in excess~~inflow of ~~costs and estimated earnings in the current year period as compared~~$10.1 million pursuant to the ~~prior year period.~~

~~Changes in~~relative timing and significance of project progression and billings during the period and $0.4 million related to other net working capital ~~are normal within our business and are not necessarily indicative of any fundamental change within working capital components or trend in the underlying business.~~

changes.

Investing Activities. Capital asset additions and betterments to our fleet were $2.3 million in the three months ended June 30, 2020, as compared with $4.3 million in the three months ended June 30, ~~2019, as compared with $7.6 million in the comparable prior year period.~~

2019.

Capital asset additions and betterments to our fleet were $5.0 million in the six months ended June 30, 2020, as compared with $8.1 million in the six months ended June 30, ~~2019, as compared with $11.9 million in the comparable prior year period.~~ 2019.

The ~~decrease is~~changes are primarily a result of the timing of purchase of capital assets. ~~The Company is on track to meet its projected capital expenditures budget for the current fiscal year.~~

Financing Activities. In

During the three months ended June 30, ~~2019, there were $21.0~~2020, we repaid $17.0 million ~~in draws~~ on our revolving line of ~~credit. We repaid $18.0 million on the revolver,~~credit, as well as made the regularly scheduled debt payments on the term loan of $0.8 million.

During the six months ended June 30, 2020, we drew down $5.0 million from our revolving line of credit. Additionally, we repaid $23.0 million on our revolving line of credit, as well as made the regularly scheduled debt payment on the term loan of $0.8 million for a total of $18.8 million in debt payments. In the comparable prior year period, there were $13.0 million in draws on our revolving line of credit. Additionally, we made our regularly scheduled debt payment on the term loan of $3.4$1.5 million.

In the six months ended June 30, 2019, there were $32.0 million in draws on our revolving line of credit. We repaid $28.0 million on the revolver, as well as made our regularly scheduled debt payments on the term loan of $1.5 million for a total of $29.5 million in debt payments. In the comparable prior year period, there were $13.0 million in draws on our revolving line of credit. Additionally we repaid $5.0 million on the revolver, as well as made our regularly scheduled debt payments on the term loan of $6.8 million for a total of $11.8 million in debt payments.

Sources of Capital

The Company entered into an amended syndicated credit agreement (the ~~"Credit Agreement"~~“Credit Agreement” also known as the ~~"Fourth Amendment"~~“Fourth Amendment”) on July 31, 2018, with Regions Bank, as administrative agent and collateral agent, and the following co-syndication agents: Bank of America, N.A., BOKF, NA dba Bank of Texas, KeyBank National Association, NBH Bank, IBERIABANK, Trustmark National Bank, First Tennessee Bank NA, and Branch Baking and Trust Company. The primary purpose of the Credit Agreement was to provide the Company with greater flexibility as it provides for the calculation of Adjusted EBITDA that adds

back various project specific costs. Additionally, the Company executed the Fifth Amendment during March 2019, which was made effective as of December 31, 2018, ~~and~~ executed the Sixth Amendment during May ~~2019.~~

2019 and executed the Seventh Amendment during June 2020.

The Credit Agreement, which may be amended from time to time, provides for borrowings under a revolving line of credit and a term loan (together, the “Credit Facility”). The Credit Facility is guaranteed by the subsidiaries of the Company, secured by the assets of the Company, including stock held in its subsidiaries, and may be used to finance general corporate and working capital purposes, to finance capital expenditures, to refinance existing indebtedness, to finance permitted acquisitions and associated fees, and to pay for all related expenses to the Credit Facility. Interest is computed based on the designation of the loan, with the option of a Base Rate Loan (the base rate plus the Applicable Margin), or an Adjusted LIBOR Rate Loan (the adjusted LIBOR rate plus the Applicable Margin). Interest is due on the last day of each quarter end for Base Rate Loans and at the end of the LIBOR rate period for Adjusted LIBOR Rate Loans. Principal balances drawn under the

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Credit Facility may be prepaid at any time, in whole or in part, without premium or penalty. Amounts repaid under the revolving line of credit may be re-borrowed. The Credit Facility matures on July 31, 2023.

See Note 11 in the Notes to the Financial Statements (of this Form 10-Q) for further discussion on the ~~Company's~~Company’s Debt.

Financial covenants

Restrictive financial covenants under the Credit Facility include:

●

A consolidated Fixed Charge Coverage Ratio to not be less than the following during each noted period:

~~A consolidated Fixed Charge Coverage Ratio to not be less than the following during each noted period:~~

~~-Fiscal Quarter Ended June 30, 2019 - waived;~~

~~-Fiscal Quarter Ended September 30, 2019 - waived;~~

-Fiscal Quarter Ending December 31, 2019 and each Fiscal Quarter thereafter, to not be less than 1.25 to 1.00.

●

A consolidated Leverage Ratio to not exceed the following during each noted period:

~~A consolidated Leverage Ratio to not exceed the following during each noted period:~~

~~-Fiscal Quarter Ending June 30, 2019, to not exceed 9.50 to 1.00;~~

~~-Fiscal Quarter Ending September 30, 2019, to not exceed 6.25 to 1.00;~~

~~-Fiscal Quarter Ending December 31, 2019, to not exceed 4.00 to 1.00;~~

-Fiscal Quarter Ending March 31, 2020 and each Fiscal Quarter thereafter, to not exceed 3.00 to 1.00.

~~A consolidated Adjusted EBITDA to not be less than the following during each noted period:~~

~~-Fiscal Quarter Ending June 30, 2019, for such Fiscal Quarter and the Fiscal Quarter ended March 31, 2019, on a collective basis, to not be less than $4.5 million;~~

~~- Fiscal Quarter Ending September 30, 2019, for such Fiscal Quarter and the Fiscal Quarters ended June 30, 2019 and March 31, 2019, on a collective basis, to not be less than $9.9 million;~~

The Company expects to meet its future internal liquidity and working capital needs and maintain or replace its equipment fleet through capital expenditure purchases, leases and major repairs, from funds generated by ~~our~~its operating activities for at least the next 12 months. The Company believes that ~~our~~its cash position and available borrowings together with cash flow from ~~our~~its operations is adequate for general business requirements and to service its debt.

The Company was in compliance with all financial covenants as of June 30, 2020.

Derivative Financial Instruments

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into a sixth receive-variable, pay-fixed interest rate ~~swaps~~swap to hedge the variability of interest payments. The sixth swap will begin with a notional amount of $27.0 million on July 31, 2020 and will hedge the variability in the interest payments on ~~50% of~~ the aggregate scheduled principal amount of the Regions Term Loan outstanding. The sixth swap is scheduled to expire on ~~June 30,~~July 31, 2023. At inception, these interest rate swaps were designated as a cash flow ~~hedge~~hedges for hedge accounting, and as such, the effective portion of unrealized changes in market value are recorded in ~~accumulated~~ other comprehensive income (loss) and reclassified into earnings during the period in which the hedged forecasted transaction affects earnings. Gains and losses from hedge ineffectiveness are recognized in current earnings. The change in fair market value of the swaps ~~as of~~for the comparative periods ended June 30, 2020 and March 31, 2019, as reflected in accumulated other comprehensive loss in the Condensed Consolidated Statements of Stockholders’ Equity, is approximately ~~$1.1~~$0.9 million ~~which is reflected in the balance sheet as a liability in Other non-current liabilities on the Consolidated Balance Sheets.~~and $1.0 million. The fair market value of the swaps as of June 30, ~~2019~~2020 is ~~$(1.1) million.~~reflected as a liability of $2.0 million on the Condensed Consolidated Balance Sheets. See Note 8 for more information regarding the fair value of the ~~Company's~~Company’s derivative instruments.

Sale-Leaseback Arrangement

On September 27, 2019, the Company entered into a purchase and sale agreement (the “Purchase and Sale Agreement”). Pursuant to the terms of the Purchase and Sale Agreement, the Company sold its 17300 & 17140 Market Street location in Channelview, Texas (the “Property”) for a purchase price of $19.1 million. Concurrent with the sale of the Property, the Company entered into a fifteen-year lease agreement (the “Lease Agreement”), whereby the Company will lease back the Property at an annual rental rate of approximately $1.5 million, subject to annual rent increases of 2.0%. Under the Lease Agreement, the Company has two consecutive options to extend the term of the Lease by ten years for each such option. This transaction was recorded as a failed sale-leaseback. The Company recorded a liability for the amounts received, will continue to depreciate the non-land portion of the asset, and has imputed an interest rate so that the net carrying amount of the financial liability and remaining assets will be zero at the end of the initial lease term. Concurrently with the sale, the Company paid $18.2 million as an additional principal payment towards the Term loan portion of the Company’s Credit Facility, consistent with terms of the Sixth Amendment.

Bonding Capacity

We are ~~generally~~often required to provide various types of surety bonds that provide additional security to our customers for our

performance under certain government and private sector contracts. Our ability to obtain surety bonds depends on our capitalization, working capital, past performance and external factors, including the capacity of the overall surety market. At June 30, ~~2019,~~2020, the capacity under our current bonding arrangement was at least $500 million, with approximately ~~$300~~$265 million of projects being bonded. We believe our strong balance sheet and working capital position will allow us to continue to access our bonding capacity.

Effect of Inflation

We are subject to the effects of inflation through increases in the cost of raw materials, and other items such as fuel, concrete and steel. Due to the relative short-term duration of our projects, we are generally able to include anticipated price increases in the cost of our bids.

~~Item~~

ITEM 3. ~~Quantitative and Qualitative Disclosures about Market Risk~~

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

In the normal course of business, our results of operations are subject to risks related to ~~fluctuation~~fluctuations in commodity prices and fluctuations in interest rates. Historically, our exposure to foreign currency fluctuations

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has not been material and has been limited to temporary field accounts located in foreign countries where we perform work. Foreign currency fluctuations were immaterial in this reporting period.

Commodity price risk

We are subject to fluctuations in commodity prices for ~~such items as~~ concrete, steel products and fuel. Although we routinely attempt to secure firm quotes from our suppliers, we generally do not hedge against increases in prices for commodity products. Commodity price risks may have an impact on our results of operations due to the fixed-price nature of many of our contracts, although the short-term duration of our projects may allow us to include price increases in the costs of our bids.

Interest rate risk

At June 30, ~~2019,~~2020, we had ~~$83.0~~$53.4 million in outstanding borrowings under our credit facility, with a weighted average ending interest rate ~~over the three month period~~ of ~~5.79%~~2.69%. Also, we have entered into a series of receive-variable, pay-fixed interest rate swaps to hedge the variability in the interest payments on ~~50% of~~ the aggregate principal amount of the term loan component of the credit facility ~~outstanding, beginning with a notional amount of $67.5 million.~~outstanding. At inception, these interest rate swaps were designated as a cash flow ~~hedge~~hedges for hedge accounting. Our objectives in managing interest rate risk are to lower our overall borrowing costs and limit interest rate changes on our earnings and cash flows. To achieve this, we closely monitor changes in interest rates, and we utilize cash from operations to reduce our debt position, if warranted.

~~Item~~

ITEM 4. ~~Controls and Procedures~~

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and ~~Procedures.~~ Procedures

As required, the Company’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, have conducted an evaluation of the effectiveness of the ~~Company's~~Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange

Act of 1934, as amended) as of the end of the period covered by this quarterly report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the ~~Company's~~Company’s disclosure controls and procedures are effective as of June 30, ~~2019.~~

2020.

Changes in Internal ~~Controls.~~ ~~As of January 1, 2019 , we implemented new controls related to the adoption of Accounting Standards Codification Topic 842,~~ ~~Leases,~~ ~~and the related Accounting Standards Updates (“Topic 842”)~~. Control over Financial Reporting

There were no ~~other~~ changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended June 30, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART ~~II - Other Information~~

II.OTHER INFORMATION

~~Item~~

ITEM 1. ~~Legal Proceedings~~

LEGAL PROCEEDINGS

For information about litigation involving us, see Note 1516 to the condensed consolidated financial statements in Part I of this report, which we incorporate by reference into this Item 1 of Part II.

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~~Item~~

ITEM 1A. ~~Risk Factors~~

~~There~~RISK FACTORS

Except as noted below, there have been no material changes to the Company’s risk factors ~~previously~~from those disclosed in ~~Part I, Item 1A, "Risk Factors"~~the Company’s 2019 Annual Report on Form 10-K.

Coronavirus Disease 2019 (COVID-19) - The COVID-19 pandemic may adversely affect our business and results of operations, and could have a material and adverse effect on our business, results of operations and financial condition in the future.

In March of 2020, the World Health Organization declared the COVID-19 outbreak a pandemic, and the President of the United States declared the outbreak a national emergency. In response to the COVID-19 pandemic, federal, provincial, state, county and local governments and public health organizations and authorities around the world have implemented a variety of measures intended to control the spread of the virus, including quarantines, “shelter-in-place,” “stay-at-home” and similar orders, travel restrictions, school closures, business curtailments and closures, social distancing and hygiene requirements, and other measures.

We provide a broad range of specialty construction services in the infrastructure, industrial and building sectors of the continental United States, Alaska, Canada and the Caribbean Basin, and we intend to continue providing these essential services to these customers, but with an added focused attention on the safety and health of our ~~2018~~employees. However, the COVID-19 pandemic and related governmental and business responses may have an adverse effect on our operations. For example, as a result of the pandemic and various governmental orders, a significant number of our corporate employees are currently working from home, and we have altered our operations to allow for appropriate social distancing and hygiene, which could lead to decreased efficiency and productivity in our workforce and our operations. In addition, management is focused on mitigating the effects of the COVID-19 pandemic, which has required and will continue to require a large investment of time, energy, resources and focus.

The extent to which the COVID-19 pandemic impacts us will depend on numerous evolving factors and future developments that are uncertain and that we are not able to predict, including: the severity of the virus; the duration and scope of the pandemic; governmental, business, individual and other actions taken in response to the pandemic; the effect on our suppliers and disruptions to the global supply chain; the impact on economic activity; the extent and duration of the impact on consumer and business confidence and spending; the effect on our end-user customers; the effect of any closures or other changes in operations of our and our suppliers’, distributors’ and end-user customers’ facilities; the health of and the effect on our employees and our ability to meet staffing needs in our construction and other critical functions, particularly if employees become ill, are quarantined as a result of exposure, or are reluctant to show up for work; our ability to provide services, including as a result of travel restrictions, work from home requirements and arrangements, and other restrictions or changes in behavior or preferences for interactions; the effect on employee healthcare costs; restrictions or disruptions to transportation, including reduced availability of ground, sea or air transport; the ability of our end-user customers to pay for our services; the potential effects on our internal controls, including those over financial reporting, as a result of changes in working arrangements that are applicable to our employees and business partners; and the effect on our ability to access capital on favorable terms and continue to meet our liquidity needs, all of which are highly uncertain and cannot be predicted. Even after the COVID-19 pandemic has subsided, we may continue to experience adverse impacts to our business as a result of any economic recession that has occurred or may occur in the future. The COVID-19 pandemic could also exacerbate or trigger other risks discussed in our 2019 Annual Report on Form ~~10-K.~~10-K, any of which could have a material and adverse effect on our business, results of operations and financial condition.

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~~Item~~

ITEM 2. ~~Unregistered Sales of Equity Securities and Use of Proceeds~~

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

There were no sales of equity securities in the period ended June 30, ~~2019~~.

2020.

~~Item~~

ITEM 3. ~~Defaults Upon Senior Securities~~

DEFAULTS UPON SENIOR SECURITIES

None.

~~Item~~

ITEM 4. ~~Mine Safety Disclosures~~

MINE SAFETY DISCLOSURES

Not applicable.

~~Item~~

ITEM 5. ~~Other Information~~OTHER INFORMATION

None.

~~None.~~

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~~Item~~

ITEM 6. ~~Exhibits~~

EXHIBITS

		Exhibit Number	Description
3.1
~~Exhibit~~
~~Number~~	~~Description~~

~~2.1~~	Stock Purchase Agreement dated April 9, 2017 by and among Anthony James Bagliore III and Lori Sue Bagliore and T.A.S. Commercial Concrete Construction, LLC (Schedules, exhibits and similar attachments to the Agreement that are not material have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish supplementally a copy of any omitted schedule, exhibit or similar attachment to the SEC upon request) (incorporated herein by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 13, 2017 (File No. 1-33891)).
~~3.1~~	Amended and Restated Certificate of Incorporation of Orion Group Holdings, Inc. (incorporated herein by reference to Exhibit 3.1 to the ~~Company's~~Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, filed with the Securities and Exchange Commission on August 5, 2016 (File No. ~~1-33891)~~001-33891)).
3.2	Amended and Restated Bylaws of Orion Group Holdings, Inc. (incorporated herein by reference to Exhibit 3.2 to the ~~Company's~~Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, filed with the Securities and Exchange Commission on August 5, 2016 (File No. ~~1-33891)~~001-33891)).
~~4.1~~10.1	Registration Rights Agreement by and between Friedman, Billings, Ramsey & Co., Inc. and Orion Marine Group, Inc. dated May 17, 2007 (incorporated herein by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 20, 2007 (File No. 333-145588)).
~~10.1~~	~~Sixth Amendment,~~ Seventh amendment, effective ~~May 7, 2019,~~June 8, 2020, to the Credit Agreement dated as of August 5, 2015 among Orion Marine Group, Inc. as Borrower, Certain Subsidiaries of the Borrower Party Hereto From Time to Time, as Guarantors, the Lenders Party Hereto, Regions Bank, as Administrative Agent and Collateral Agent, and Bank of America, N.A., BOKF, NA ~~DBA~~dba Bank of Texas, Iberia Bank, Trust Bank, and ~~Branch Banking and Trust Company, Co-syndication Agents, Regions Capital Markets, a division of Regions~~Trustmark National Bank, as ~~Lead Arranger and Book Manager~~Lenders (incorporated ~~herein~~ by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on ~~May 9, 2019~~June 10, 2020 (File No. 001-33891)).
** 31.131 .1	Certification of the Chief Executive Officer Pursuant to Rules 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
** 31.231 .2	Certification of the Chief Financial Officer Pursuant to Rules 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
†~~† 32.1~~32 .1	Certification of the Chief Executive Officer and the Chief Financial Officer pursuant to Title 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*101.INS
*101.INS	XBRL Instance Document.
*101.SCH	Inline XBRL Taxonomy Extension Schema Document.
*101.CAL	Inline XBRL ~~Taxonomy~~ Extension Calculation Linkbase Document.
*101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.
*101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.
*101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
*104
* filed herewith
~~† furnished herewith~~ Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith

† Furnished herewith

Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this ~~report~~Report to be signed on its behalf by the undersigned, thereunto duly authorized.



	ORION GROUP HOLDINGS, INC.

July 31, 2020
By:	/s/ Mark R. Stauffer
~~August 2, 2019~~		Mark R. Stauffer
	President and Chief Executive Officer

~~By:~~ July 31, 2020	By:	/s/ Robert L. Tabb
~~August 2, 2019~~		Robert L. Tabb
	Vice President and Chief Financial Officer


Delaware State of Incorporation	26-0097459 IRS Employer Identification Number
~~DELAWARE~~	~~26-0097459~~
~~(State of incorporation)~~	~~(I.R.S. Employer Identification Number)~~


Title of Each Class		Trading Symbol(s)	Name of Each Exchange on Which Registered
~~Title of each class~~	~~Trading Symbol(s)~~	~~Name of each exchange on which registered~~
Common stock, ~~$.01 Par Value Per Share~~$0.01 par value per share	~~ORN~~	ORN	The New York Stock Exchange



~~Large accelerated filer~~ ¨	~~Accelerated filer~~ þ
Large Accelerated Filer ☐	Accelerated Filer ☑	Non-accelerated filer ¨☐	Smaller reporting company þ
☑	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 þ ☐


			Page
PART I	FINANCIAL INFORMATION
Item 1.	~~Item 1~~	Financial Statements (Unaudited)	~~Page~~
		Condensed Consolidated Balance Sheets at June 30, ~~2019~~2020 and December 31, ~~2018~~2019	3
		Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, ~~2019~~2020 and ~~2018~~2019	4
		Condensed Consolidated Statements of Comprehensive Income (Loss) ~~Income~~ for the Three and Six Months Ended June 30, ~~2019~~2020 and ~~2018~~2019	5
		Condensed Consolidated ~~Statement~~Statements of Stockholders’ Equity for the Three and Six Months Ended June 30, 2020 and 2019	6
		Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, ~~2019~~2020 and ~~2018~~2019	7
		Notes to Condensed Consolidated Financial Statements	8
Item 2.	~~Item 2~~	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28 35
Item 3.	~~Item 3~~	Quantitative and Qualitative Disclosures ~~About~~about Market Risk	37 46
Item 4.	~~Item 4~~	Controls and Procedures	37 47
PART II	OTHER INFORMATION
Item 1.	~~Item1~~	Legal Proceedings	38 47
Item 1A.	~~Item 1A~~	Risk Factors	38 48
Item 2.	~~Item 2~~	Unregistered Sale of Equity Securities and Use of Proceeds	38 49
Item 3.	~~Item 3~~	Defaults upon Senior Securities	38 49
Item 4.	~~Item 4~~	Mine Safety Disclosures	38 49
Item 5.	~~Item 5~~	Other Information	38 49
Item 6.	~~Item 6~~ Exhibits	~~Exhibits~~	39 50
SIGNATURES		~~SIGNATURES~~	40

			51


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


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



	June 30, 2019			December 31, 2018
ASSETS	(Unaudited)
Current assets:
Cash and cash equivalents	$	2,759		$	8,684
Accounts receivable:
Trade, net of allowance of $4,280 and $4,280, respectively	99,292			77,641
Retainage	36,889			30,734
Other current	2,134			4,257
Income taxes receivable	865			467
Inventory	907			1,056
Costs and estimated earnings in excess of billings on uncompleted contracts	23,641			9,217
Prepaid expenses and other	4,947			5,000
Total current assets	171,434			137,056
Property and equipment, net of depreciation	135,045			148,003
Operating lease right-of-use assets, net of amortization	21,510			—
Financing lease right-of-use assets, net of amortization	8,238			—
Inventory, non-current	7,495			7,598
Intangible assets, net of amortization	13,467			14,787
Other non-current	5,600			5,426
Total assets	$	362,789		$	312,870
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current debt, net of debt issuance costs	$	2,939		$	2,946
Accounts payable:
Trade	48,175			42,023
Retainage	845			736
Accrued liabilities	13,902			18,840
Income taxes payable	409			—
Billings in excess of costs and estimated earnings on uncompleted contracts	51,964			21,761
Current portion of operating lease liabilities	5,677			—
Current portion of financing lease liabilities	2,935			—
Total current liabilities	126,846			86,306
Long-term debt, net of debt issuance costs	78,386			76,119
Operating lease liabilities	16,485			—
Financing lease liabilities	4,291			—
Other long-term liabilities	2,846			8,759
Deferred income taxes	92			49
Interest rate swap liability	1,094			52
Total liabilities	230,040			171,285

Stockholders’ equity:
Preferred stock -- $0.01 par value, 10,000,000 authorized, none issued	—			—
Common stock -- $0.01 par value, 50,000,000 authorized, 30,215,084 and 29,611,989 issued; 29,503,853 and 28,900,758 outstanding at June 30, 2019 and December 31, 2018, respectively	302			296
Treasury stock, 711,231 shares, at cost, as of June 30, 2019 and December 31, 2018, respectively	(6,540		)	(6,540		)
Other comprehensive loss	(1,094		)	(52		)
Additional paid-in capital	181,499			179,742
Retained loss	(41,418		)	(31,861		)
Total stockholders’ equity	132,749			141,585
Total liabilities and stockholders’ equity	$	362,789		$	312,870



	Three months ended June 30,						Six months ended June 30,
	2019			2018			2019			2018
Contract revenues	$	165,985		$	159,767		$	309,090		$	296,610
Costs of contract revenues	151,008			140,305			285,031			262,452
Gross profit	14,977			19,462			24,059			34,158
Selling, general and administrative expenses	15,114			14,710			30,087			27,751
Amortization of intangible assets	658			847			1,318			1,694
Gain on sale of assets, net	(372		)	(686		)	(746		)	(1,499		)
Other gain from continuing operations	—			—			—			(5,448		)
Operating (loss) income from operations	(423		)	4,591			(6,600		)	11,660
Other (expense) income:
Other income (expense)	534			476			557			474
Interest income	94			47			242			47
Interest expense	(1,978		)	(1,205		)	(3,303		)	(2,682		)
Other expense, net	(1,350		)	(682		)	(2,504		)	(2,161		)
(Loss) income before income taxes	(1,773		)	3,909			(9,104		)	9,499
Income tax (benefit) expense	(140		)	1,660			453			3,149
Net (loss) income	$	(1,633	)	$	2,249		$	(9,557	)	$	6,350

Basic (loss) income per share	$	(0.06	)	$	0.08		$	(0.33	)	$	0.22
Diluted (loss) income per share	$	(0.06	)	$	0.08		$	(0.33	)	$	0.22
Shares used to compute (loss) income per share:
Basic	29,097,094			28,309,004			29,086,811			28,243,400
Diluted	29,097,094			28,544,010			29,086,811			28,474,432



	Common Stock					Treasury Stock					Other Comprehensive Loss			Additional Paid-In Capital			Retained Earnings
	Shares		Amount			Shares		Amount			Other Comprehensive Loss			Additional Paid-In Capital			Retained Earnings			Total
Balance, December 31, 2018	29,611,989		$	296		(711,231	)	$	(6,540	)	$	(52	)	$	179,742		$	(31,861	)	$	141,585
Stock-based compensation	—		—			—		—			—			664			—			664
Exercise of stock options	7,021		—			—		—			—			35			—			35
Issuance of restricted stock	185,204		1			—		—			—			(1		)	—			—
Cash flow hedge, net of tax	—		—			—		—			(284		)	—			—			(284		)
Forfeiture of restricted stock	(18,207	)	—			—		—			—			—			—			—
Net loss	—		—			—		—			—			—			(7,924		)	(7,924		)
Balance, March 31, 2019	29,786,007		$	297		(711,231	)	$	(6,540	)	$	(336	)	$	180,440		$	(39,785	)	$	134,076
Stock-based compensation	—		—			—		—			—			1,064			—			1,064
Issuance of restricted stock	479,590		6			—		—			—			(6		)	—			—
Cash flow hedge, net of tax	—		—			—		—			(758		)	—			—			(758		)
Forfeiture of restricted stock	(50,513	)	(1		)	—		—			—			1			—			—
Net loss	—		—			—		—			—			—			(1,633		)	(1,633		)
Balance, June 30, 2019	30,215,084		$	302		(711,231	)	$	(6,540	)	$	(1,094	)	$	181,499		$	(41,418	)	$	132,749



	June 30, 2019				December 31, 2018
Federal Government	$	3,420	3	%	$	2,319	2	%
State Governments	3,363		2	%	916		1	%
Local Governments	50,017		37	%	30,187		28	%
Private Companies	79,381		58	%	74,953		69	%
Total receivables	$	136,181	100	%	$	108,375	100	%



			Fair Value Measurements
	Carrying Value		Level 1	Level 2	Level 3
June 30, 2019
Assets:
Cash surrender value of life insurance policy	$	2,437	—	2,437	—
Liabilities:
Derivatives	$	1,094	—	1,094	—
December 31, 2018
Assets:
Cash surrender value of life insurance policy	$	1,993	—	1,993	—
Liabilities:
Derivatives	$	79	—	79	—



	June 30, 2019		December 31, 2018
Beginning balance, January 1	$	—	$	69,483
Impairments	—		(69,483		)
Ending balance	$	—	$	—



	June 30, 2019			December 31, 2018
Intangible assets, January 1	$	35,240		$	35,240
Additions	—			—
Total intangible assets, end of period	35,240			35,240

Accumulated amortization, January 1	$	(27,345	)	$	(23,956	)
Current year amortization	(1,318		)	(3,389		)
Total accumulated amortization	(28,663		)	(27,345		)

Net intangible assets, end of period	$	6,577		$	7,895



2019	1,322
2020	2,069
2021	1,521
2022	1,239
2023	389
Thereafter	37
	$	6,577



	June 30, 2019							December 31, 2018
	Principal		Debt Issuance Costs⁽¹⁾			Total		Principal		Debt Issuance Costs⁽¹⁾			Total
Term loan - current	$	3,000	$	(61	)	$	2,939	$	3,000	$	(54	)	$	2,946
Total current debt	3,000		(61		)	2,939		3,000		(54		)	2,946
Revolving line of credit	26,000		(525		)	25,475		22,000		(213		)	21,787
Term loan - long-term	54,000		(1,089		)	52,911		55,500		(1,168		)	54,332
Total long-term debt	80,000		(1,614		)	78,386		77,500		(1,381		)	76,119
Total debt	$	83,000	$	(1,675	)	$	81,325	$	80,500	$	(1,435	)	$	79,065



	Three months ended						Six months ended
	June 30, 2019			June 30, 2018			June 30, 2019			June 30, 2018
Marine
Contract revenues	$	89,023		$	80,698		$	150,510		$	143,489
Operating income (loss)	9			3,642			(6,447		)	9,907
Depreciation and amortization expense	(5,069		)	(5,295		)	(10,015		)	(10,026		)

Total assets	$	236,917		$	268,642		$	236,917		$	268,642
Property, plant and equipment, net	117,262			128,047			117,262			128,047

Concrete
Contract revenues	$	76,962		$	79,069		$	158,580		$	153,121
Operating (loss) income	(432		)	949			(153		)	1,753
Depreciation and amortization expense	(2,153		)	(2,136		)	(4,247		)	(4,185		)

Total assets	$	125,872		$	163,627		$	125,872		$	163,627
Property, plant and equipment, net	17,783			19,636			17,783			19,636



	June 30,
Leases	2019
Assets
Operating lease right-of-use assets, net (1)	$	21,510
Financing lease right-of-use assets, net (2)	8,238
Total assets	$	29,748
Liabilities
Current
Operating	$	5,677
Financing	2,935
Total current	8,612
Noncurrent
Operating	16,485
Financing	4,291
Total noncurrent	20,776
Total liabilities	$	29,388



	Three Months Ended		Six Month Ended
	June 30, 2019		June 30, 2019
Operating lease costs:
Operating lease cost	$	1,759	$	3,460
Short-term lease cost (1)	87		155
Financing lease costs:
Interest on lease liabilities	97		200
Amortization of right-of-use assets	585		1,154
Total lease cost	$	2.528	$	4.969



	Six Months Ended
	June 30, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	3,417
Operating cash flows for finance leases	$	200
Financing cash flows for finance leases	$	1,412
Non-cash activity:
ROU assets obtained in exchange for new operating lease liabilities	$	24,437
ROU assets obtained in exchange for new financing lease liabilities	$	205



	Operating Leases		Finance Leases
Year ending December 31,
2019 (excluding the six months ended June 30, 2019)	$	3,492	$	1,749
2020	5,932		3,193
2021	4,527		3,136
2022	2,978		46
2023	2,385		42
Thereafter	6,006		7
Total future minimum lease payments	25,320		8,173
Less - amount representing interest	3,158		947
Present value of future minimum lease payments	22,162		7,226
Less - current lease obligations	5,677		2,935
Long-term lease obligations	$	16,485	$	4,291



	Three months ended June 30,						Six months ended June 30,
	2019			2018			2019			2018
Cash flows provided by (used in) operating activities	$	846		$	(6,108	)	$	(1,082	)	$	4,509
Cash flows used in investing activities	$	(1,378	)	$	(6,920	)	$	(5,141	)	$	(9,863	)
Cash flows provided by financing activities	$	666		$	10,108		$	298		$	2,549

Capital expenditures (included in investing activities above)	$	(4,256	)	$	(7,565	)	$	(8,118	)	$	(11,911	)