Subsidiary Guarantors | 18. SUBSIDIARY GUARANTORS The Company’s long-term debt at December 31, 2015 includes $275,000 of 7.375% senior notes due February 1, 2019. The Company’s obligations under these senior unsecured notes are guaranteed by the Company’s 100% owned domestic subsidiaries. Such guarantees are full, unconditional and joint and several. The following supplemental financial information sets forth for the Company’s subsidiary guarantors (on a combined basis), the Company’s non-guarantor subsidiaries (on a combined basis) and Great Lakes Dredge & Dock Corporation, exclusive of its subsidiaries (“GLDD Corporation”): (i) balance sheets as of December 31, 2015 and 2014; (ii) statements of operations and comprehensive income (loss) for the years ended December 31, 2015, 2014 and 2013; and (iii) statements of cash flows for the years ended December 31, 2015, 2014 and 2013. GREAT LAKES DREDGE & DOCK CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET AS OF DECEMBER 31, 2015 (In thousands) ASSETS Subsidiary Guarantors Non-Guarantor Subsidiaries GLDD Eliminations Consolidated CURRENT ASSETS: Cash and cash equivalents $ 12,035 $ 2,147 $ 2 $ — $ 14,184 Accounts receivable — net 129,978 799 — — 130,777 Contract revenues in excess of billings 79,477 1,718 — — 81,195 Inventories 35,963 — — — 35,963 Prepaid expenses 7,924 — — — 7,924 Other current assets 58,995 218 477 — 59,690 Total current assets 324,372 4,882 479 — 329,733 PROPERTY AND EQUIPMENT—Net 430,192 18 — — 430,210 GOODWILL 83,576 — — — 83,576 OTHER INTANGIBLE ASSETS—Net 2,428 — — — 2,428 INVENTORIES — Noncurrent 41,646 — — — 41,646 INVESTMENTS IN JOINT VENTURES 3,761 — — — 3,761 RECEIVABLES FROM AFFILIATES 18,326 6,009 70,738 (95,073 ) — INVESTMENTS IN SUBSIDIARIES 3,706 — 621,984 (625,690 ) — OTHER 6,702 3 3,566 — 10,271 TOTAL $ 914,709 $ 10,912 $ 696,767 $ (720,763 ) $ 901,625 LIABILITIES AND EQUITY CURRENT LIABILITIES: Accounts payable $ 118,619 $ 227 $ — $ — $ 118,846 Accrued expenses 62,861 509 8,907 — 72,277 Billings in excess of contract revenues 6,964 97 — — 7,061 Current portion of long term debt 1,424 — 6,082 — 7,506 Total current liabilities 189,868 833 14,989 — 205,690 7 3/8% SENIOR NOTES — — 274,909 — 274,909 REVOLVING CREDIT FACILITY — — 20,000 — 20,000 NOTE PAYABLE 323 — 54,059 — 54,382 DEFERRED INCOME TAXES (783 ) — 74,789 — 74,006 PAYABLES TO AFFILIATES 85,859 3,505 5,709 (95,073 ) — OTHER 20,326 — 139 — 20,465 Total liabilities 295,593 4,338 444,594 (95,073 ) 649,452 TOTAL EQUITY 619,116 6,574 252,173 (625,690 ) 252,173 TOTAL $ 914,709 $ 10,912 $ 696,767 $ (720,763 ) $ 901,625 GREAT LAKES DREDGE & DOCK CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET AS OF DECEMBER 31, 2014 (In thousands) ASSETS Subsidiary Guarantors Non-Guarantor Subsidiaries GLDD Eliminations Consolidated CURRENT ASSETS: Cash and cash equivalents $ 41,724 $ 663 $ 2 $ — $ 42,389 Accounts receivable — net 115,739 355 — (2,906 ) 113,188 Receivables from affiliates 152,822 3,673 55,805 (212,300 ) — Contract revenues in excess of billings 78,631 4,236 — (310 ) 82,557 Inventories 34,735 — — — 34,735 Prepaid expenses 4,708 — — — 4,708 Other current assets 49,619 431 14,617 — 64,667 Total current assets 477,978 9,358 70,424 (215,516 ) 342,244 PROPERTY AND EQUIPMENT—Net 399,421 24 — — 399,445 GOODWILL 86,326 — — — 86,326 OTHER INTANGIBLE ASSETS—Net 8,963 — — — 8,963 INVENTORIES — Noncurrent 36,262 — — — 36,262 INVESTMENTS IN JOINT VENTURES 7,889 — — — 7,889 INVESTMENTS IN SUBSIDIARIES 3,757 — 619,220 (622,977 ) — OTHER 7,135 3 4,967 — 12,105 TOTAL $ 1,027,731 $ 9,385 $ 694,611 $ (838,493 ) $ 893,234 LIABILITIES AND EQUITY CURRENT LIABILITIES: Accounts payable $ 121,282 $ 1,389 $ 516 $ (3,216 ) $ 119,971 Payables to affiliates 196,829 403 15,068 (212,300 ) — Accrued expenses 60,415 659 8,967 — 70,041 Billings in excess of contract revenues 4,639 — — — 4,639 Current portion of long term debt 859 — 5,000 — 5,859 Total current liabilities 384,024 2,451 29,551 (215,516 ) 200,510 7 3/8% SENIOR NOTES — — 274,880 — 274,880 NOTE PAYABLE 7,553 — 41,944 — 49,497 DEFERRED INCOME TAXES 172 — 91,835 — 92,007 OTHER 19,939 — 438 — 20,377 Total liabilities 411,688 2,451 438,648 (215,516 ) 637,271 TOTAL EQUITY 616,043 6,934 255,963 (622,977 ) 255,963 TOTAL $ 1,027,731 $ 9,385 $ 694,611 $ (838,493 ) $ 893,234 GREAT LAKES DREDGE & DOCK CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME FOR THE YEAR ENDED DECEMBER 31, 2015 (In thousands) Subsidiary Guarantors Non-Guarantor Subsidiaries GLDD Eliminations Consolidated Totals Contract revenues $ 845,889 $ 13,698 $ — $ (2,709 ) $ 856,878 Costs of contract revenues (750,509 ) (13,155 ) — 2,709 (760,955 ) Gross profit 95,380 543 — — 95,923 OPERATING EXPENSES: General and administrative expenses 71,069 — — — 71,069 Impairment of goodwill 2,750 — — — 2,750 Gain on sale of assets—net (855 ) — — — (855 ) Operating income 22,416 543 — — 22,959 Interest income (expense)—net (526 ) — (23,839 ) — (24,365 ) Equity in earnings of subsidiaries 8 — 16,282 (16,290 ) — Equity in loss of joint ventures (6,051 ) — — — (6,051 ) Other expense (1,222 ) (7 ) — — (1,229 ) Income (loss) before income taxes 14,625 536 (7,557 ) (16,290 ) (8,686 ) Income tax (provision) benefit 1,505 (376 ) 1,368 — 2,497 Net income (loss) $ 16,130 $ 160 $ (6,189 ) $ (16,290 ) $ (6,189 ) Comprehensive income (loss) $ 16,130 $ (1,089 ) $ (7,438 ) $ (15,041 ) $ (7,438 ) GREAT LAKES DREDGE & DOCK CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME FOR THE YEAR ENDED DECEMBER 31, 2014 (In thousands) Subsidiary Guarantors Non-Guarantor Subsidiaries GLDD Eliminations Consolidated Totals Contract revenues $ 799,579 $ 26,282 $ — $ (19,030 ) $ 806,831 Costs of contract revenues (707,474 ) (25,891 ) — 19,030 (714,335 ) Gross profit 92,105 391 — — 92,496 OPERATING EXPENSES: General and administrative expenses 67,905 6 — — 67,911 Loss on sale of assets—net 732 — — — 732 Operating income 23,468 385 — — 23,853 Interest income (expense)—net 61 (261 ) (19,767 ) — (19,967 ) Equity in earnings of subsidiaries 20 — 10,373 (10,393 ) — Equity in earnings of joint ventures 2,895 — — — 2,895 Gain on bargain purchase acquisition 2,197 — — — 2,197 Other income 203 7 — — 210 Income (loss) from continuing operations before income taxes 28,844 131 (9,394 ) (10,393 ) 9,188 Income tax (provision) benefit (18,173 ) (409 ) 30,112 — 11,530 Income (loss) from continuing operations 10,671 (278 ) 20,718 (10,393 ) 20,718 Loss from discontinued operations, net of income taxes (10,423 ) (1,343 ) (10,423 ) 11,766 (10,423 ) Net income (loss) $ 248 $ (1,621 ) $ 10,295 $ 1,373 $ 10,295 Comprehensive income (loss) $ 49 $ (1,683 ) $ 10,034 $ 1,634 $ 10,034 GREAT LAKES DREDGE & DOCK CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME FOR THE YEAR ENDED DECEMBER 31, 2013 (In thousands) Subsidiary Guarantors Non-Guarantor Subsidiaries GLDD Corporation Eliminations Consolidated Totals Contract revenues $ 718,041 $ 24,932 $ — $ (11,555 ) $ 731,418 Costs of contract revenues (614,908 ) (27,770 ) — 11,555 (631,123 ) Gross profit 103,133 (2,838 ) — — 100,295 OPERATING EXPENSES: General and administrative expenses 68,029 10 — — 68,039 Proceeds from loss of use claim (13,372 ) — — — (13,372 ) (Gain) loss on sale of assets—net (5,775 ) — 2 — (5,773 ) Operating income (loss) 54,251 (2,848 ) (2 ) — 51,401 Interest income (expense)—net (136 ) (256 ) (21,549 ) — (21,941 ) Equity in earnings of subsidiaries 212 — 59,477 (59,689 ) — Equity in earnings of joint ventures 1,208 — — — 1,208 Other expense (3 ) (348 ) — — (351 ) Income (loss) from continuing operations before income taxes 55,532 (3,452 ) 37,926 (59,689 ) 30,317 Income tax (provision) benefit 293 4 (10,757 ) — (10,460 ) Income (loss) from continuing operations 55,825 (3,448 ) 27,169 (59,689 ) 19,857 Loss from discontinued operations, net of income taxes (55,106 ) (1,448 ) (62,162 ) 63,866 (54,850 ) Net income (loss) 719 (4,896 ) (34,993 ) 4,177 (34,993 ) Net loss attributable to noncontrolling interests — — 632 — 632 Net income (loss) attributable to Great Lakes Dredge & Dock Corporation $ 719 $ (4,896 ) $ (34,361 ) $ 4,177 $ (34,361 ) Comprehensive income (loss) attributable to Great Lakes Dredge & Dock Corporation $ 1,023 $ (5,293 ) $ (34,454 ) $ 4,270 $ (34,454 ) GREAT LAKES DREDGE & DOCK CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2015 (In thousands) Subsidiary Guarantors Non-Guarantor Subsidiaries GLDD Eliminations Consolidated Totals OPERATING ACTIVITIES: Cash provided by (used in) operating activities $ 52,498 $ 312 $ (23,688 ) $ — $ 29,122 INVESTING ACTIVITIES: Purchases of property and equipment (74,455 ) — — — (74,455 ) Proceeds from dispositions of property and equipment 1,322 — — — 1,322 Net change in accounts with affiliates (29,402 ) — (12,222 ) 41,624 — Cash used in investing activities (102,535 ) — (12,222 ) 41,624 (73,133 ) FINANCING ACTIVITIES: Proceeds from term loan facility — — 2,640 — 2,640 Repayments of term loan facility — — (5,000 ) — (5,000 ) Deferred financing fees — — (111 ) — (111 ) Repayment of long term note payable — — (443 ) — (443 ) Taxes paid on settlement of vested share awards — — (267 ) — (267 ) Net change in accounts with affiliates 4,291 1,269 36,064 (41,624 ) — Capital contributions 17,258 — (17,258 ) — — Proceeds from equipment debt — — 410 — 410 Repayments of equipment debt (1,201 ) — — — (1,201 ) Exercise of stock options and purchases from employee stock plans — — 1,365 — 1,365 Excess income tax benefit from share-based compensation — — (57 ) — (57 ) Purchase of treasury stock — — (1,433 ) — (1,433 ) Borrowings under revolving loans — — 179,500 — 179,500 Repayments of revolving loans — — (159,500 ) — (159,500 ) Cash provided by financing activities 20,348 1,269 35,910 (41,624 ) 15,903 Effect of foreign currency exchange rates on cash and cash equivalents — (97 ) — — (97 ) Net increase (decrease) in cash and cash equivalents (29,689 ) 1,484 — — (28,205 ) Cash and cash equivalents at beginning of period 41,724 663 2 — 42,389 Cash and cash equivalents at end of period $ 12,035 $ 2,147 $ 2 $ — $ 14,184 GREAT LAKES DREDGE & DOCK CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2014 (In thousands) Subsidiary Guarantors Non-Guarantor Subsidiaries GLDD Eliminations Consolidated Totals OPERATING ACTIVITIES: Net cash flows provided by operating activities of continuing operations $ 63,276 $ 999 $ 2,879 $ — $ 67,154 Net cash flows used in operating activities of discontinued operations (17,328 ) (1,024 ) — — (18,352 ) Cash provided by (used in) operating activities 45,948 (25 ) 2,879 — 48,802 INVESTING ACTIVITIES: Purchases of property and equipment (91,910 ) — — — (91,910 ) Proceeds from dispositions of property and equipment 68 — — — 68 Payments for acquisitions of businesses (2,048 ) — (25,000 ) — (27,048 ) Proceeds from vendor performance obligations (3,100 ) — — — (3,100 ) Net change in accounts with affiliates 68,187 — — (68,187 ) — Net cash flows used in investing activities of continuing operations (28,803 ) — (25,000 ) (68,187 ) (121,990 ) Net cash flows provided by investing activities of discontinued operations 5,275 — — — 5,275 Cash used in investing activities (23,528 ) — (25,000 ) (68,187 ) (116,715 ) FINANCING ACTIVITIES: Proceeds from term loan facility — — 47,360 — 47,360 Repayments of term loan facility — — (417 ) — (417 ) Proceeds from issuance of 7 3/8% senior notes — — 24,880 — 24,880 Deferred financing fees — — (2,532 ) — (2,532 ) Taxes paid on settlement of vested share awards — — (497 ) — (497 ) Purchase of noncontrolling interest — — (205 ) — (205 ) Net change in accounts with affiliates — (2,547 ) (65,640 ) 68,187 — Intercompany dividends (52,400 ) — 52,400 — — Repayments of equipment debt (235 ) — — — (235 ) Exercise of stock options and purchases from employee stock plans — — 1,568 — 1,568 Excess income tax benefit from share-based compensation — — 206 — 206 Borrowings under revolving loans — — 236,500 — 236,500 Repayments of revolving loans — — (271,500 ) — (271,500 ) Cash provided by (used in) financing activities (52,635 ) (2,547 ) 22,123 68,187 35,128 Effect of foreign currency exchange rates on cash and cash equivalents — (164 ) — — (164 ) Net increase (decrease) in cash and cash equivalents (30,215 ) (2,736 ) 2 — (32,949 ) Cash and cash equivalents at beginning of period 71,939 3,399 — — 75,338 Cash and cash equivalents at end of period $ 41,724 $ 663 $ 2 $ — $ 42,389 GREAT LAKES DREDGE & DOCK CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2013 (In thousands) Subsidiary Guarantors Non-Guarantor Subsidiaries GLDD Corporation Eliminations Consolidated Totals OPERATING ACTIVITIES: Net cash flows provided by (used in) operating activities of continuing operations $ 126,736 $ (7,748 ) $ (32,641 ) $ — $ 86,347 Net cash flows used in operating activities of discontinued operations (5,049 ) (6,475 ) — — (11,524 ) Cash provided by (used in) operating activities 121,687 (14,223 ) (32,641 ) — 74,823 INVESTING ACTIVITIES: Purchases of property and equipment (66,654 ) — — — (66,654 ) Proceeds from dispositions of property and equipment 6,953 — — — 6,953 Proceeds from vendor performance obligations 13,600 — — — 13,600 Net change in accounts with affiliates (37,282 ) (302 ) — 37,584 — Net cash flows used in investing activities of continuing operations (83,383 ) (302 ) — 37,584 (46,101 ) Net cash flows used in investing activities of discontinued operations (153 ) — — — (153 ) Cash used in investing activities (83,536 ) (302 ) — 37,584 (46,254 ) FINANCING ACTIVITIES: Repayment of long term note payable (2,500 ) — (10,547 ) — (13,047 ) Distributions paid to minority interests — — (3 ) — (3 ) Taxes paid on settlement of vested share awards — — (308 ) — (308 ) Net change in accounts with affiliates — 10,342 8,603 (18,945 ) — Capital contributions — 926 (926 ) — — Exercise of stock options and purchases from employee stock plans — — 668 — 668 Excess income tax benefit from share-based compensation — — 154 — 154 Borrowings under revolving loans — — 227,000 — 227,000 Repayments of revolving loans — — (192,000 ) — (192,000 ) Net cash flows provided by (used in) financing activities of continuing operations (2,500 ) 11,268 32,641 (18,945 ) 22,464 Net cash flows provided by financing activities of discontinued operations 12,016 6,623 — (18,639 ) — Cash provided by financing activities 9,516 17,891 32,641 (37,584 ) 22,464 Effect of foreign currency exchange rates on cash and cash equivalents — (135 ) — — (135 ) Net increase in cash and cash equivalents 47,667 3,231 — — 50,898 Cash and cash equivalents at beginning of period 24,272 168 — — 24,440 Cash and cash equivalents at end of period $ 71,939 $ 3,399 $ — $ — $ 75,338 |