Subsidiary Guarantors | 12. Subsidiary guarantors The Company’s long-term debt at March 31, 2016 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 March 31, 2016 and December 31, 2015; (ii) statements of operations and comprehensive income (loss) for the three months ended March 31, 2016 and 2015; and (iii) statements of cash flows for the three months ended March 31, 2016 and 2015. GREAT LAKES DREDGE & DOCK CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET AS OF MARCH 31, 2016 (In thousands) ASSETS Subsidiary Guarantors Non-Guarantor Subsidiaries GLDD Corporation Eliminations Consolidated Totals CURRENT ASSETS: Cash and cash equivalents $ 14,047 $ 1,845 $ 2 $ — $ 15,894 Accounts receivable — net 100,913 87 — — 101,000 Contract revenues in excess of billings 72,729 1,847 — — 74,576 Inventories 35,042 — — — 35,042 Prepaid expenses and other current assets 70,847 307 831 — 71,985 Total current assets 293,578 4,086 833 — 298,497 PROPERTY AND EQUIPMENT—Net 432,740 9 — — 432,749 GOODWILL AND OTHER INTANGIBLE ASSETS—Net 85,774 — — — 85,774 INVENTORIES — Noncurrent 45,170 — — — 45,170 INVESTMENTS IN JOINT VENTURES 3,131 — — — 3,131 RECEIVABLES FROM AFFILIATES 19,086 6,251 73,246 (98,583 ) — INVESTMENTS IN SUBSIDIARIES 3,651 — 622,951 (626,602 ) — OTHER 6,312 1 868 — 7,181 TOTAL $ 889,442 $ 10,347 $ 697,898 $ (725,185 ) $ 872,502 LIABILITIES AND EQUITY CURRENT LIABILITIES: Accounts payable $ 96,359 $ 140 $ — $ — $ 96,499 Accrued expenses 56,500 615 4,481 — 61,596 Billings in excess of contract revenues 6,054 104 — — 6,158 Current portion of long term debt 1,433 — 6,097 — 7,530 Total current liabilities 160,346 859 10,578 — 171,783 7 3/8% SENIOR NOTES — — 272,248 — 272,248 REVOLVING CREDIT FACILITY — — 35,000 — 35,000 NOTES PAYABLE 290 — 51,975 — 52,265 DEFERRED INCOME TAXES (783 ) — 72,407 — 71,624 PAYABLES TO AFFILIATES 88,651 4,267 5,665 (98,583 ) — OTHER 19,557 — 136 — 19,693 Total liabilities 268,061 5,126 448,009 (98,583 ) 622,613 TOTAL EQUITY 621,381 5,221 249,889 (626,602 ) 249,889 TOTAL $ 889,442 $ 10,347 $ 697,898 $ (725,185 ) $ 872,502 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 Corporation Eliminations Consolidated Totals 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 and other current assets 66,919 218 477 — 67,614 Total current assets 324,372 4,882 479 — 329,733 PROPERTY AND EQUIPMENT—Net 430,192 18 — — 430,210 GOODWILL AND OTHER INTANGIBLE ASSETS—Net 86,004 — — — 86,004 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 65 — 6,770 TOTAL $ 914,709 $ 10,912 $ 693,266 $ (720,763 ) $ 898,124 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 — — 271,998 — 271,998 REVOLVING CREDIT FACILITY — — 20,000 — 20,000 NOTE PAYABLE 323 — 53,469 — 53,792 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 4,338 441,093 (95,073 ) 645,951 TOTAL EQUITY 619,116 6,574 252,173 (625,690 ) 252,173 TOTAL $ 914,709 $ 10,912 $ 693,266 $ (720,763 ) $ 898,124 GREAT LAKES DREDGE & DOCK CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME FOR THE THREE MONTHS ENDED MARCH 31, 2016 (In thousands) Subsidiary Guarantors Non-Guarantor Subsidiaries GLDD Corporation Eliminations Consolidated Totals Contract revenues $ 163,579 $ — $ — $ (460 ) $ 163,119 Costs of contract revenues (142,183 ) (1,406 ) — 460 (143,129 ) Gross profit 21,396 (1,406 ) — — 19,990 OPERATING EXPENSES: General and administrative expenses 20,085 4 — — 20,089 Gain on sale of assets—net (10 ) — — — (10 ) Operating income 1,321 (1,410 ) — — (89 ) Interest expense—net (181 ) — (5,540 ) — (5,721 ) Equity in earnings of subsidiaries (82 ) — (1,149 ) 1,231 — Equity in loss of joint ventures (115 ) — — — (115 ) Other expense (755 ) (8 ) — — (763 ) Income (loss) before income taxes 188 (1,418 ) (6,689 ) 1,231 (6,688 ) Income tax (provision) benefit (1 ) — 2,654 — 2,653 Net income (loss) $ 187 $ (1,418 ) $ (4,035 ) $ 1,231 $ (4,035 ) Comprehensive income (loss) $ 187 $ (1,009 ) $ (3,626 ) $ 822 $ (3,626 ) GREAT LAKES DREDGE & DOCK CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME FOR THE THREE MONTHS ENDED MARCH 31, 2015 (In thousands) Subsidiary Guarantors Non-Guarantor Subsidiaries GLDD Corporation Eliminations Consolidated Totals Contract revenues $ 172,354 $ 3,192 $ — $ (989 ) $ 174,557 Costs of contract revenues (161,204 ) (3,660 ) — 989 (163,875 ) Gross profit 11,150 (468 ) — — 10,682 OPERATING EXPENSES: General and administrative expenses 17,948 — — — 17,948 (Gain) loss on sale of assets—net (8 ) — — — (8 ) Operating income (loss) (6,790 ) (468 ) — — (7,258 ) Interest expense—net (299 ) — (5,331 ) — (5,630 ) Equity in earnings (loss) of subsidiaries 4 — (9,177 ) 9,173 — Equity in loss of joint ventures (1,098 ) — — — (1,098 ) Gain on bargain purchase acquisition — — — — — Other income (434 ) (7 ) — — (441 ) Income (loss) from continuing operations before income taxes (8,617 ) (475 ) (14,508 ) 9,173 (14,427 ) Income tax (provision) benefit — (81 ) 6,118 — 6,037 Net income (loss) $ (8,617 ) $ (556 ) $ (8,390 ) $ 9,173 $ (8,390 ) Comprehensive income (loss) $ (8,617 ) $ (1,364 ) $ (9,198 ) $ 9,981 $ (9,198 ) GREAT LAKES DREDGE & DOCK CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2016 (In thousands) Subsidiary Guarantors Non-Guarantor Subsidiaries GLDD Corporation Eliminations Consolidated Totals OPERATING ACTIVITIES: Cash provided by (used in) operating activities $ 14,147 $ (787 ) $ (10,400 ) $ — $ 2,960 INVESTING ACTIVITIES: Purchases of property and equipment (14,917 ) — — — (14,917 ) Proceeds from dispositions of property and equipment 25 — — — 25 Net change in accounts with affiliates 26,753 — — (26,753 ) — Net cash flows provided by (used in) investing activities 11,861 — — (26,753 ) (14,892 ) FINANCING ACTIVITIES: Repayments of long term note payable — — (265 ) — (265 ) Repayments of term loan facility — — (1,250 ) — (1,250 ) Repayments of equipment debt (367 ) — — — (367 ) Net change in accounts with affiliates (629 ) 376 (26,500 ) 26,753 — Intercompany dividends (23,000 ) — 23,000 — — Exercise of options and purchases from employee stock plans — — 415 — 415 Borrowings under revolving loans — — 38,000 — 38,000 Repayments of revolving loans — — (23,000 ) — (23,000 ) Net cash flows provided by (used in) financing activities (23,996 ) 376 10,400 26,753 13,533 Effect of foreign currency exchange rates on cash and cash equivalents — 109 — — 109 Net increase (decrease) in cash and cash equivalents 2,012 (302 ) — — 1,710 Cash and cash equivalents at beginning of period 12,035 2,147 2 — 14,184 Cash and cash equivalents at end of period $ 14,047 $ 1,845 $ 2 $ — $ 15,894 GREAT LAKES DREDGE & DOCK CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2015 (In thousands) Subsidiary Guarantors Non-Guarantor Subsidiaries GLDD Corporation Eliminations Consolidated Totals OPERATING ACTIVITIES: Net cash flows provided by (used in) operating activities $ (2,484 ) $ 155 $ (8,248 ) $ — $ (10,577 ) INVESTING ACTIVITIES: Purchases of property and equipment (20,777 ) — — — (20,777 ) Proceeds from dispositions of property and equipment 40 — — — 40 Net change in accounts with affiliates (5,821 ) — — 5,821 — Net cash flows used in investing activities (26,558 ) — — 5,821 (20,737 ) FINANCING ACTIVITIES: Deferred financing fees — — (29 ) — (29 ) Taxes paid on settlement of vested share awards — — (13 ) — (13 ) Repayments of term loan facility — — (1,250 ) — (1,250 ) Repayment of equipment debt (214 ) — — — (214 ) Proceeds from equipment debt — — 408 — 408 Net change in accounts with affiliates — 633 5,188 (5,821 ) — Capital contributions 16,800 — (16,800 ) — — Exercise of options and purchases from employee stock plans — — 736 — 736 Excess income tax benefit from share-based compensation — — 8 — 8 Borrowings under revolving loans — — 53,000 — 53,000 Repayments of revolving loans — — (33,000 ) — (33,000 ) Net cash flows provided by financing activities 16,586 633 8,248 (5,821 ) 19,646 Effect of foreign currency exchange rates on cash and cash equivalents — (102 ) — — (102 ) Net increase (decrease) in cash and cash equivalents (12,456 ) 686 — — (11,770 ) Cash and cash equivalents at beginning of period 41,724 663 2 — 42,389 Cash and cash equivalents at end of period $ 29,268 $ 1,349 $ 2 $ — $ 30,619 |