Subsidiary Guarantors | 12. Subsidiary guarantors The Company’s long-term debt at March 31, 2017 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, 2017 and December 31, 2016; (ii) statements of operations and comprehensive income (loss) for the three months ended March 31, 2017 and 2016; and (iii) statements of cash flows for the three months ended March 31, 2017 and 2016. GREAT LAKES DREDGE & DOCK CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET AS OF MARCH 31, 2017 (In thousands) ASSETS Subsidiary Guarantors Non-Guarantor Subsidiaries GLDD Corporation Eliminations Consolidated Totals CURRENT ASSETS: Cash and cash equivalents $ 6,439 $ 454 $ 2 $ — $ 6,895 Accounts receivable — net 91,385 — — — 91,385 Contract revenues in excess of billings 75,403 293 — — 75,696 Inventories 38,307 — — — 38,307 Prepaid expenses and other current assets 79,545 258 35 — 79,838 Total current assets 291,079 1,005 37 — 292,121 PROPERTY AND EQUIPMENT—Net 419,263 5 — — 419,268 GOODWILL AND OTHER INTANGIBLE ASSETS—Net 84,927 — — — 84,927 INVENTORIES — Noncurrent 51,995 — — — 51,995 INVESTMENTS IN JOINT VENTURES 5,756 — — — 5,756 ASSETS HELD FOR SALE—Noncurrent 9,118 — — — 9,118 RECEIVABLES FROM AFFILIATES 9,350 4,283 165,214 (178,847 ) — INVESTMENTS IN SUBSIDIARIES 3,733 — 533,318 (537,051 ) — OTHER 8,013 1 6,428 — 14,442 TOTAL $ 883,234 $ 5,294 $ 704,997 $ (715,898 ) $ 877,627 LIABILITIES AND EQUITY CURRENT LIABILITIES: Accounts payable $ 87,383 $ 257 $ — $ — $ 87,640 Accrued expenses 74,822 995 4,964 — 80,781 Billings in excess of contract revenues 8,893 — — — 8,893 Current portion of long term debt 1,277 — 1,162 — 2,439 Total current liabilities 172,375 1,252 6,126 — 179,753 7 3/8% SENIOR NOTES — — 273,248 — 273,248 REVOLVING CREDIT FACILITY — — 115,500 — 115,500 NOTES PAYABLE — — 12,995 — 12,995 DEFERRED INCOME TAXES (1,833 ) — 59,664 — 57,831 PAYABLES TO AFFILIATES 168,827 4,255 5,765 (178,847 ) — OTHER 6,601 — 171 — 6,772 Total liabilities 345,970 5,507 473,469 (178,847 ) 646,099 TOTAL EQUITY 537,264 (213 ) 231,528 (537,051 ) 231,528 TOTAL $ 883,234 $ 5,294 $ 704,997 $ (715,898 ) $ 877,627 GREAT LAKES DREDGE & DOCK CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET AS OF DECEMBER 31, 2016 (In thousands) ASSETS Subsidiary Guarantors Non-Guarantor Subsidiaries GLDD Corporation Eliminations Consolidated Totals CURRENT ASSETS: Cash and cash equivalents $ 11,037 $ 128 $ 2 $ — $ 11,167 Accounts receivable — net 86,690 1,401 — — 88,091 Contract revenues in excess of billings 94,731 281 — — 95,012 Inventories 37,137 — — — 37,137 Prepaid expenses and other current assets 75,496 323 — — 75,819 Total current assets 305,091 2,133 2 — 307,226 PROPERTY AND EQUIPMENT—Net 413,002 6 — — 413,008 GOODWILL AND OTHER INTANGIBLE ASSETS—Net 85,075 — — — 85,075 INVENTORIES — Noncurrent 52,602 — — — 52,602 INVESTMENTS IN JOINT VENTURES 4,734 — — — 4,734 ASSETS HELD FOR SALE—Noncurrent 9,299 — — — 9,299 RECEIVABLES FROM AFFILIATES 11,524 6,883 82,340 (100,747 ) — INVESTMENTS IN SUBSIDIARIES 3,695 — 636,216 (639,911 ) — OTHER 14,692 1 6,951 — 21,644 TOTAL $ 899,714 $ 9,023 $ 725,509 $ (740,658 ) $ 893,588 LIABILITIES AND EQUITY CURRENT LIABILITIES: Accounts payable $ 102,654 $ 514 $ 17 $ — $ 103,185 Accrued expenses 58,192 970 9,881 — 69,043 Billings in excess of contract revenues 4,963 178 — — 5,141 Current portion of long term debt 1,320 — 1,145 — 2,465 Total current liabilities 167,129 1,662 11,043 — 179,834 7 3/8% SENIOR NOTES — — 272,998 — 272,998 REVOLVING CREDIT FACILITY — — 104,111 — 104,111 NOTE PAYABLE — — 13,293 — 13,293 DEFERRED INCOME TAXES (1,833 ) — 70,282 — 68,449 PAYABLES TO AFFILIATES 88,573 6,433 5,741 (100,747 ) — OTHER 6,862 — 151 — 7,013 Total liabilities 260,731 8,095 477,619 (100,747 ) 645,698 TOTAL EQUITY 638,983 928 247,890 (639,911 ) 247,890 TOTAL $ 899,714 $ 9,023 $ 725,509 $ (740,658 ) $ 893,588 GREAT LAKES DREDGE & DOCK CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE THREE MONTHS ENDED MARCH 31, 2017 (In thousands) Subsidiary Guarantors Non-Guarantor Subsidiaries GLDD Corporation Eliminations Consolidated Totals Contract revenues $ 170,451 $ 703 $ — $ (568 ) $ 170,586 Costs of contract revenues (153,173 ) (1,799 ) — 568 (154,404 ) Gross profit 17,278 (1,096 ) — — 16,182 OPERATING EXPENSES: General and administrative expenses 16,789 — 6 — 16,795 Loss on sale of assets—net 11 — — — 11 Operating income (loss) 478 (1,096 ) (6 ) — (624 ) Interest expense—net (11 ) — (5,571 ) — (5,582 ) Equity in earnings (loss) of subsidiaries 6 — (434 ) 428 — Equity in earnings of joint ventures 1 — — — 1 Other income (expense) 215 (7 ) — — 208 Loss from continuing operations before income taxes 689 (1,103 ) (6,011 ) 428 (5,997 ) Income tax (provision) benefit — (14 ) 2,288 — 2,274 Income (loss) from continuing operations 689 (1,117 ) (3,723 ) 428 (3,723 ) Loss from discontinued operations, net of income taxes (20,900 ) — (13,065 ) 20,900 (13,065 ) Net loss $ (20,211 ) $ (1,117 ) $ (16,788 ) $ 21,328 $ (16,788 ) Comprehensive loss $ (20,945 ) $ (1,145 ) $ (17,550 ) $ 22,090 $ (17,550 ) GREAT LAKES DREDGE & DOCK CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) 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 (loss) 1,321 (1,410 ) — — (89 ) Interest expense—net (181 ) — (5,540 ) — (5,721 ) Equity in loss 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 CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2017 (In thousands) Subsidiary Guarantors Non-Guarantor Subsidiaries GLDD Corporation Eliminations Consolidated Totals OPERATING ACTIVITIES: Cash provided by (used in) operating activities 4,489 (14 ) (9,535 ) — (5,060 ) INVESTING ACTIVITIES: Purchases of property and equipment (17,452 ) — — — (17,452 ) Proceeds from dispositions of property and equipment 265 — — — 265 Changes in restricted cash 7,035 — — — 7,035 Net change in accounts with affiliates — — (82,783 ) 82,783 — Transfer to parent — — 81,000 (81,000 ) — Cash used in investing activities (10,152 ) — (1,783 ) 1,783 (10,152 ) FINANCING ACTIVITIES: Deferred financing fees — — (58 ) — (58 ) Repayments of long term note payable — — (283 ) — (283 ) Taxes paid on settlement of vested share awards — — (164 ) — (164 ) Repayments of equipment debt (376 ) — — — (376 ) Net change in accounts with affiliates 82,441 342 — (82,783 ) — Transfer to parent (81,000 ) — — 81,000 — Exercise of options and purchases from employee stock plans — — 434 — 434 Borrowings under revolving loans — — 28,112 — 28,112 Repayments of revolving loans — — (16,723 ) — (16,723 ) Cash provided by financing activities 1,065 342 11,318 (1,783 ) 10,942 Effect of foreign currency exchange rates on cash and cash equivalents — (2 ) — — (2 ) Net increase (decrease) in cash and cash equivalents (4,598 ) 326 — — (4,272 ) Cash and cash equivalents at beginning of period 11,037 128 2 — 11,167 Cash and cash equivalents at end of period $ 6,439 $ 454 $ 2 $ — $ 6,895 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 ) — Cash provided by 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 ) Repayment of equipment debt (367 ) — — — (367 ) Net change in accounts with affiliates (629 ) 376 (26,500 ) 26,753 — Transfer to parent (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 ) Cash 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 |