Subsidiary Guarantors | 13. Subsidiary guarantors The Company’s long-term debt at September 30, 2017 includes $325,000 of 8.000% senior notes due May 15, 2022. The Company’s obligations under these senior unsecured notes are guaranteed by certain of the Company’s 100% owned domestic subsidiaries. Such guarantees are full, unconditional and joint and several. In connection with the 8% Senior Notes issued in May 2017, certain of the Company’s 100% owned domestic subsidiaries were released as subsidiary guarantors of the debt. Accordingly, the 2016 financial information included below has been recast to reflect the release of these entities as subsidiary guarantors. 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 September 30, 2017 and December 31, 2016; (ii) statements of operations and comprehensive income (loss) for the three and nine months ended September 30, 2017 and 2016; and (iii) statements of cash flows for the nine months ended September 30, 2017 and 2016. GREAT LAKES DREDGE & DOCK CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET AS OF SEPTEMBER 30, 2017 (In thousands) ASSETS Subsidiary Guarantors Non-Guarantor Subsidiaries GLDD Corporation Eliminations Consolidated Totals CURRENT ASSETS: Cash and cash equivalents $ 7,179 $ 3,263 $ 27 $ — $ 10,469 Accounts receivable — net 76,215 4,204 — (1,083 ) 79,336 Contract revenues in excess of billings 82,355 287 — — 82,642 Inventories 35,540 - — — 35,540 Prepaid expenses and other current assets 45,459 2,513 12 — 47,984 Total current assets 246,748 10,267 39 (1,083 ) 255,971 PROPERTY AND EQUIPMENT—Net 413,504 108 — — 413,612 GOODWILL AND OTHER INTANGIBLE ASSETS—Net 84,270 361 — — 84,631 INVENTORIES — Noncurrent 57,597 — — — 57,597 INVESTMENTS IN JOINT VENTURES 7,344 — — — 7,344 ASSETS HELD FOR SALE—Noncurrent 8,436 133 — — 8,569 RECEIVABLES FROM AFFILIATES 50,380 19,697 176,606 (246,683 ) — INVESTMENTS IN SUBSIDIARIES — — 543,529 (543,529 ) — OTHER 8,706 1 5,260 — 13,967 TOTAL $ 876,985 $ 30,567 $ 725,434 $ (791,295 ) $ 841,691 LIABILITIES AND EQUITY CURRENT LIABILITIES: Accounts payable $ 68,025 $ 288 $ — $ (1,083 ) $ 67,230 Accrued expenses 37,655 4,286 10,055 — 51,996 Billings in excess of contract revenues 4,646 — — — 4,646 Current portion of long term debt 1,624 — 1,195 — 2,819 Total current liabilities 111,950 4,574 11,250 (1,083 ) 126,691 8% SENIOR NOTES — — 320,834 — 320,834 REVOLVING CREDIT FACILITY — — 90,000 — 90,000 NOTES PAYABLE — — 12,392 — 12,392 DEFERRED INCOME TAXES (565 ) — 55,056 — 54,491 PAYABLES TO AFFILIATES 177,925 61,758 7,000 (246,683 ) — INVESTMENTS IN SUBSIDIARIES 31,167 — — (31,167 ) — OTHER 8,381 — 178 — 8,559 Total liabilities 328,858 66,332 496,710 (278,933 ) 612,967 TOTAL EQUITY 548,127 (35,765 ) 228,724 (512,362 ) 228,724 TOTAL $ 876,985 $ 30,567 $ 725,434 $ (791,295 ) $ 841,691 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 $ 10,414 $ 751 $ 2 $ — $ 11,167 Accounts receivable — net 75,412 14,242 — (1,563 ) 88,091 Contract revenues in excess of billings 91,478 3,534 — — 95,012 Inventories 37,137 — — — 37,137 Prepaid expenses and other current assets 73,131 2,688 — — 75,819 Total current assets 287,572 21,215 2 (1,563 ) 307,226 PROPERTY AND EQUIPMENT—Net 407,516 5,492 — — 413,008 GOODWILL AND OTHER INTANGIBLE ASSETS—Net 84,643 432 — — 85,075 INVENTORIES — Noncurrent 52,602 — — — 52,602 INVESTMENTS IN JOINT VENTURES 4,685 49 — — 4,734 ASSETS HELD FOR SALE—Noncurrent 8,390 909 — — 9,299 RECEIVABLES FROM AFFILIATES 58,284 16,807 82,340 (157,431 ) — INVESTMENTS IN SUBSIDIARIES — — 636,216 (636,216 ) — OTHER 14,692 1 6,951 — 21,644 TOTAL $ 918,384 $ 44,905 $ 725,509 $ (795,210 ) $ 893,588 LIABILITIES AND EQUITY CURRENT LIABILITIES: Accounts payable $ 101,795 $ 2,879 $ 17 $ (1,506 ) $ 103,185 Accrued expenses 55,940 3,222 9,881 — 69,043 Billings in excess of contract revenues 4,699 499 — (57 ) 5,141 Current portion of long term debt 305 1,015 1,145 — 2,465 Total current liabilities 162,739 7,615 11,043 (1,563 ) 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 80,769 70,921 5,741 (157,431 ) — INVESTMENTS IN SUBSIDIARIES 32,000 — — (32,000 ) — OTHER 5,925 937 151 — 7,013 Total liabilities 279,600 79,473 477,619 (190,994 ) 645,698 TOTAL EQUITY 638,784 (34,568 ) 247,890 (604,216 ) 247,890 TOTAL $ 918,384 $ 44,905 $ 725,509 $ (795,210 ) $ 893,588 GREAT LAKES DREDGE & DOCK CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2017 (In thousands) Subsidiary Guarantors Non-Guarantor Subsidiaries GLDD Corporation Eliminations Consolidated Totals Contract revenues $ 163,056 $ 836 $ — $ (575 ) $ 163,317 Costs of contract revenues (145,614 ) (1,583 ) — 575 (146,622 ) Gross profit 17,442 (747 ) — — 16,695 OPERATING EXPENSES: General and administrative expenses 17,647 (125 ) — — 17,522 (Gain) loss on sale of assets—net (48 ) 223 — — 175 Operating income (157 ) (845 ) — — (1,002 ) Interest expense—net 414 (323 ) (6,508 ) — (6,417 ) Equity in loss of subsidiaries (253 ) — (1,151 ) 1,404 — Equity in loss of joint ventures 26 — — — 26 Other expense (130 ) (136 ) — — (266 ) Income (loss) before income taxes (100 ) (1,304 ) (7,659 ) 1,404 (7,659 ) Income tax benefit — — 2,714 — 2,714 Net income (loss) $ (100 ) $ (1,304 ) $ (4,945 ) $ 1,404 $ (4,945 ) Comprehensive income (loss) $ 1,584 $ (1,306 ) $ (3,263 ) $ (278 ) $ (3,263 ) GREAT LAKES DREDGE & DOCK CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2016 (In thousands) Subsidiary Guarantors Non-Guarantor Subsidiaries GLDD Corporation Eliminations Consolidated Totals Contract revenues $ 186,765 $ 12,000 $ — $ 104 $ 198,869 Costs of contract revenues (163,397 ) (15,323 ) — (104 ) (178,824 ) Gross profit 23,368 (3,323 ) — — 20,045 OPERATING EXPENSES: General and administrative expenses 4,047 3,138 2 — 7,187 Gain on sale of assets—net — (2 ) — — (2 ) Operating income (loss) 19,321 (6,459 ) (2 ) — 12,860 Interest expense—net 1,294 (398 ) (5,715 ) — (4,819 ) Equity in earnings (loss) of subsidiaries (5,829 ) — 13,041 (7,212 ) — Equity in earnings of joint ventures 6 — — — 6 Other income (expense) (645 ) 8 — — (637 ) Income (loss) before income taxes 14,147 (6,849 ) 7,324 (7,212 ) 7,410 Income tax provision — (86 ) (2,764 ) — (2,850 ) Net income (loss) $ 14,147 $ (6,935 ) $ 4,560 $ (7,212 ) $ 4,560 Comprehensive income (loss) $ 14,147 $ (6,913 ) $ 4,582 $ (7,234 ) $ 4,582 GREAT LAKES DREDGE & DOCK CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017 (In thousands) Subsidiary Guarantors Non-Guarantor Subsidiaries GLDD Corporation Eliminations Consolidated Totals Contract revenues $ 507,354 $ 5,113 $ — $ (1,705 ) $ 510,762 Costs of contract revenues (447,954 ) (5,862 ) — 1,705 (452,111 ) Gross profit 59,400 (749 ) — — 58,651 OPERATING EXPENSES: General and administrative expenses 50,973 611 — — 51,584 Loss on sale of assets—net 212 143 — — 355 Operating income (loss) 8,215 (1,503 ) — — 6,712 Interest expense—net 1,051 (981 ) (18,510 ) — (18,440 ) Equity in earnings of subsidiaries 788 — 4,984 (5,772 ) — Equity in loss of joint ventures (1,441 ) — — — (1,441 ) Loss on extinguishment of debt — — (2,330 ) — (2,330 ) Other income (expense) (593 ) 250 — — (343 ) Income (loss) from continuing operations before income taxes 8,020 (2,234 ) (15,856 ) (5,772 ) (15,842 ) Income tax (provision) benefit — (14 ) 6,126 — 6,112 Income (loss) from continuing operations 8,020 (2,248 ) (9,730 ) (5,772 ) (9,730 ) Loss from discontinued operations, net of income taxes (20,900 ) — (12,697 ) 20,900 (12,697 ) Net income (loss) $ (12,880 ) $ (2,248 ) $ (22,427 ) $ 15,128 $ (22,427 ) Comprehensive loss $ (12,648 ) $ (2,272 ) $ (22,219 ) $ 14,920 $ (22,219 ) GREAT LAKES DREDGE & DOCK CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2016 (In thousands) Subsidiary Guarantors Non-Guarantor Subsidiaries GLDD Corporation Eliminations Consolidated Totals Contract revenues $ 519,093 $ 36,628 $ — $ (1,541 ) $ 554,180 Costs of contract revenues (440,487 ) (50,943 ) — 1,541 (489,889 ) Gross profit 78,606 (14,315 ) — — 64,291 OPERATING EXPENSES: General and administrative expenses 36,962 10,118 (53 ) — 47,027 (Gain) loss on sale of assets—net 681 (6 ) — — 675 Operating income (loss) 40,963 (24,427 ) 53 — 16,589 Interest expense—net 1,662 (1,131 ) (16,974 ) — (16,443 ) Equity in earnings (loss) of subsidiaries (22,610 ) — 15,082 7,528 — Equity in earnings of joint ventures 19 — — — 19 Other expense (1,158 ) (760 ) — — (1,918 ) Income (loss) before income taxes 18,876 (26,318 ) (1,839 ) 7,528 (1,753 ) Income tax (provision) benefit — (86 ) 645 — 559 Net income (loss) $ 18,876 $ (26,404 ) $ (1,194 ) $ 7,528 $ (1,194 ) Comprehensive income (loss) $ 18,876 $ (25,825 ) $ (615 ) $ 6,949 $ (615 ) GREAT LAKES DREDGE & DOCK CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017 (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 $ 35,681 $ 4,438 $ (17,142 ) — $ 22,977 Net cash flows used in operating activities of discontinued operations (20,900 ) — — — (20,900 ) Cash provided by (used in) operating activities 14,781 4,438 (17,142 ) — 2,077 INVESTING ACTIVITIES: Purchases of property and equipment (57,023 ) 7,646 — — (49,377 ) Proceeds from dispositions of property and equipment 7,722 1,476 — — 9,198 Changes in restricted cash 7,035 — — — 7,035 Net change in accounts with affiliates 12,071 — (94,140 ) 82,069 — Transfer to parent — — 81,000 (81,000 ) — Cash provided by (used in) investing activities (30,195 ) 9,122 (13,140 ) 1,069 (33,144 ) FINANCING ACTIVITIES: Proceeds from issuance of 8% senior notes — — 325,000 — 325,000 Redemption of 7 3/8% senior notes — — (275,000 ) — (275,000 ) 7 3/8% senior notes tender premium — — (744 ) — (744 ) Deferred financing fees — — (4,522 ) — (4,522 ) Repayments of long term note payable — — (855 ) — (855 ) Proceeds from equipment debt 1,241 — — — 1,241 Repayments of equipment debt (1,171 ) — — — (1,171 ) Net change in accounts with affiliates 93,109 (11,040 ) — (82,069 ) — Transfer to parent (81,000 ) — — 81,000 — Taxes paid on settlement of vested share awards — — (328 ) — (328 ) Exercise of options and purchases from employee stock plans — — 867 — 867 Borrowings under revolving loans — — 89,425 — 89,425 Repayments of revolving loans — — (103,536 ) — (103,536 ) Cash provided by (used in) financing activities 12,179 (11,040 ) 30,307 (1,069 ) 30,377 Effect of foreign currency exchange rates on cash and cash equivalents — (8 ) — — (8 ) Net increase (decrease) in cash and cash equivalents (3,235 ) 2,512 25 — (698 ) Cash and cash equivalents at beginning of period 10,414 751 2 — 11,167 Cash and cash equivalents at end of period $ 7,179 $ 3,263 $ 27 $ — $ 10,469 GREAT LAKES DREDGE & DOCK CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2016 (In thousands) Subsidiary Guarantors Non-Guarantor Subsidiaries GLDD Corporation Eliminations Consolidated Totals OPERATING ACTIVITIES: Cash provided by (used in) operating activities $ 45,057 $ (11,911 ) $ (20,168 ) $ — $ 12,978 INVESTING ACTIVITIES: Purchases of property and equipment (58,821 ) (21 ) — — (58,842 ) Proceeds from dispositions of property and equipment 10,289 166 — — 10,455 Net change in accounts with affiliates (7,027 ) — — 7,027 — Cash provided by (used in) investing activities (55,559 ) 145 — 7,027 (48,387 ) FINANCING ACTIVITIES: Deferred financing fees — — (332 ) — (332 ) Repayments of long term note payable — — (803 ) — (803 ) Repayments of term loan facility — — (3,750 ) — (3,750 ) Repayment of equipment debt (221 ) (843 ) — — (1,064 ) Net change in accounts with affiliates 34,471 11,246 (38,690 ) (7,027 ) — Transfer to parent (23,000 ) — 23,000 — — Exercise of options and purchases from employee stock plans — — 905 — 905 Taxes paid on settlement of vested share awards — — (162 ) — (162 ) Borrowings under revolving loans — — 133,000 — 133,000 Repayments of revolving loans — — (93,000 ) — (93,000 ) Cash provided by (used in) financing activities 11,250 10,403 20,168 (7,027 ) 34,794 Effect of foreign currency exchange rates on cash and cash equivalents — 26 — — 26 Net increase (decrease) in cash and cash equivalents 748 (1,337 ) — — (589 ) Cash and cash equivalents at beginning of period 11,698 2,484 2 — 14,184 Cash and cash equivalents at end of period $ 12,446 $ 1,147 $ 2 $ — $ 13,595 |