Subsidiary Guarantors | 19. SUBSIDIARY GUARANTORS The Company’s long-term debt at December 31, 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 and 2015 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 December 31, 2017 and 2016; (ii) statements of operations and comprehensive income (loss) for the years ended December 31, 2017, 2016 and 2015; and (iii) statements of cash flows for the years ended December 31, 2017, 2016 and 2015. GREAT LAKES DREDGE & DOCK CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET AS OF DECEMBER 31, 2017 (In thousands) ASSETS Subsidiary Guarantors Non-Guarantor Subsidiaries GLDD Eliminations Consolidated CURRENT ASSETS: Cash and cash equivalents $ 15,794 $ 38 $ 20 $ — $ 15,852 Accounts receivable — net 75,431 102 — — 75,533 Contract revenues in excess of billings 90,788 — — — 90,788 Inventories 34,600 — — — 34,600 Prepaid expenses 5,183 — — — 5,183 Other current assets 38,731 1,497 — — 40,228 Total current assets 260,527 1,637 20 — 262,184 PROPERTY AND EQUIPMENT—Net 407,293 1 — — 407,294 GOODWILL 83,576 — — — 83,576 OTHER INTANGIBLE ASSETS—Net 571 337 — — 908 INVENTORIES — Noncurrent 54,023 — — — 54,023 INVESTMENTS IN JOINT VENTURES 2,555 159 — — 2,714 ASSETS HELD FOR SALE— Noncurrent 8,530 — — — 8,530 RECEIVABLES FROM AFFILIATES 45,375 6,754 170,323 (222,452 ) — INVESTMENTS IN SUBSIDIARIES — — 511,435 (511,435 ) — OTHER 7,971 1 5,156 — 13,128 TOTAL $ 870,421 $ 8,889 $ 686,934 $ (733,887 ) $ 832,357 LIABILITIES AND EQUITY CURRENT LIABILITIES: Accounts payable $ 87,379 $ 280 $ — $ — $ 87,659 Accrued expenses 50,382 1,312 4,524 — 56,218 Billings in excess of contract revenues 3,615 — — — 3,615 Current portion of long-term debt 1,546 — 1,212 — 2,758 Total current liabilities 142,922 1,592 5,736 — 150,250 LONG-TERM DEBT — — 333,141 — 333,141 REVOLVING CREDIT FACILITY — — 95,000 — 95,000 DEFERRED INCOME TAXES — — 25,561 — 25,561 PAYABLES TO AFFILIATES 161,979 54,442 6,031 (222,452 ) — INVESTMENTS IN SUBSIDIARIES 41,358 — — (41,358 ) — OTHER 6,940 — 169 — 7,109 Total liabilities 353,199 56,034 465,638 (263,810 ) 611,061 TOTAL EQUITY 517,222 (47,145 ) 221,296 (470,077 ) 221,296 TOTAL $ 870,421 $ 8,889 $ 686,934 $ (733,887 ) $ 832,357 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 Eliminations Consolidated 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 12,287 120 — — 12,407 Other current assets 60,844 2,568 — — 63,412 Total current assets 287,572 21,215 2 (1,563 ) 307,226 PROPERTY AND EQUIPMENT—Net 407,516 5,492 — — 413,008 GOODWILL 83,576 — — — 83,576 OTHER INTANGIBLE ASSETS—Net 1,067 432 — — 1,499 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 LONG-TERM DEBT — — 286,291 — 286,291 REVOLVING CREDIT FACILITY — — 104,111 — 104,111 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 LOSS FOR THE YEAR ENDED DECEMBER 31, 2017 (In thousands) Subsidiary Guarantors Non-Guarantor Subsidiaries GLDD Eliminations Consolidated Totals Contract revenues $ 699,607 $ 5,163 $ — $ (2,267 ) $ 702,503 Costs of contract revenues (647,467 ) (7,420 ) — 2,267 (652,620 ) Gross profit 52,140 (2,257 ) — — 49,883 OPERATING EXPENSES: General and administrative expenses 67,175 1,156 — — 68,331 Loss on sale of assets—net 4,801 276 — — 5,077 Operating loss (19,836 ) (3,689 ) — — (23,525 ) Interest income (expense)—net 1,054 (966 ) (26,134 ) — (26,046 ) Equity in earnings (loss) of subsidiaries 38 — (26,973 ) 26,935 — Equity in loss of joint ventures (1,484 ) — — — (1,484 ) Loss on extinguishment of debt — — (2,330 ) — (2,330 ) Other income (expense) (1,240 ) 452 — — (788 ) Loss from continuing operations before income taxes (21,468 ) (4,203 ) (55,437 ) 26,935 (54,173 ) Income tax (provision) benefit (1,250 ) (14 ) 36,874 — 35,610 Loss from continuing operations (22,718 ) (4,217 ) (18,563 ) 26,935 (18,563 ) Loss from discontinued operations, net of income taxes (20,900 ) — (12,697 ) 20,900 (12,697 ) Net loss $ (43,618 ) $ (4,217 ) $ (31,260 ) $ 47,835 $ (31,260 ) Comprehensive loss $ (42,429 ) $ (4,258 ) $ (30,112 ) $ 46,687 $ (30,112 ) GREAT LAKES DREDGE & DOCK CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) FOR THE YEAR ENDED DECEMBER 31, 2016 (In thousands) Subsidiary Guarantors Non-Guarantor Subsidiaries GLDD Eliminations Consolidated Totals Contract revenues $ 726,239 $ 44,086 $ — $ (2,740 ) $ 767,585 Costs of contract revenues (622,158 ) (61,779 ) — 2,740 (681,197 ) Gross profit 104,081 (17,693 ) — — 86,388 OPERATING EXPENSES: General and administrative expenses 51,678 13,904 (49 ) — 65,533 Loss on sale of assets—net 3,040 3,135 — — 6,175 Operating income (loss) 49,363 (34,732 ) 49 — 14,680 Interest income (expense)—net 1,985 (1,497 ) (23,395 ) — (22,907 ) Equity in earnings (loss) of subsidiaries (31,488 ) — 10,313 21,175 — Equity in loss of joint ventures (2,365 ) — — — (2,365 ) Other expense (2,626 ) (751 ) — — (3,377 ) Income (loss) before income taxes 14,869 (36,980 ) (13,033 ) 21,175 (13,969 ) Income tax (provision) benefit 1,080 (144 ) 4,856 — 5,792 Net income (loss) $ 15,949 $ (37,124 ) $ (8,177 ) $ 21,175 $ (8,177 ) Comprehensive income (loss) $ 16,279 $ (36,616 ) $ (7,339 ) $ 20,337 $ (7,339 ) GREAT LAKES DREDGE & DOCK CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) FOR THE YEAR ENDED DECEMBER 31, 2015 (In thousands) Subsidiary Guarantors Non-Guarantor Subsidiaries GLDD Corporation Eliminations Consolidated Totals Contract revenues $ 778,337 $ 86,666 $ — $ (8,125 ) $ 856,878 Costs of contract revenues (670,973 ) (98,107 ) — 8,125 (760,955 ) Gross profit 107,364 (11,441 ) — — 95,923 OPERATING EXPENSES: General and administrative expenses 58,682 12,387 — — 71,069 Impairment of goodwill — 2,750 — — 2,750 (Gain) loss on sale of assets—net (885 ) 30 — — (855 ) Operating income 49,567 (26,608 ) — — 22,959 Interest income (expense)—net 872 (1,398 ) (23,839 ) — (24,365 ) Equity in earnings of subsidiaries 34 — 16,282 (16,316 ) — Equity in earnings (loss) of joint ventures (6,221 ) 170 — — (6,051 ) Other income (loss) (3,180 ) 1,951 — — (1,229 ) Income (loss) before income taxes 41,072 (25,885 ) (7,557 ) (16,316 ) (8,686 ) Income tax (provision) benefit 1,641 (512 ) 1,368 — 2,497 Net income (loss) $ 42,713 $ (26,397 ) $ (6,189 ) $ (16,316 ) $ (6,189 ) Comprehensive income (loss) $ 42,713 $ (27,646 ) $ (7,438 ) $ (15,067 ) $ (7,438 ) GREAT LAKES DREDGE & DOCK CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2017 (In thousands) Subsidiary Guarantors Non-Guarantor Subsidiaries GLDD Eliminations Consolidated Totals OPERATING ACTIVITIES: Net cash flows provided by operating activities of continuing operations $ 64,610 $ 4,910 $ (27,102 ) $ — $ 42,418 Net cash flows used in operating activities of discontinued operations (20,900 ) — — — (20,900 ) Cash provided by (used in) operating activities 43,710 4,910 (27,102 ) — 21,518 INVESTING ACTIVITIES: Purchases of property and equipment (75,940 ) 7,711 — — (68,229 ) Proceeds from dispositions of property and equipment 8,620 1,457 — — 10,077 Changes in restricted cash 7,035 — — — 7,035 Net change in accounts with affiliates 3,732 — (88,594 ) 84,862 — Transfer to parent — (9,615 ) 81,184 (71,569 ) — Cash used in investing activities (56,553 ) (447 ) (7,410 ) 13,293 (51,117 ) FINANCING ACTIVITIES: Proceeds from issuance of debt 1,241 — 325,000 326,241 Repayments of debt (1,602 ) — (276,148 ) — (277,750 ) 7 3/8% senior notes tender premium — — (744 ) — (744 ) Deferred financing fees — — (5,022 ) — (5,022 ) Taxes paid on settlement of vested share awards — — (328 ) — (328 ) Net change in accounts with affiliates 90,153 (5,291 ) — (84,862 ) — Transfer to parent (71,569 ) — — 71,569 — Exercise of stock options and purchases from employee stock plans — — 883 — 883 Borrowings under revolving loans — — 124,925 — 124,925 Repayments of revolving loans — — (134,036 ) — (134,036 ) Cash provided by (used in) financing activities 18,223 (5,291 ) 34,530 (13,293 ) 34,169 Effect of foreign currency exchange rates on cash and cash equivalents — 115 — — 115 Net increase (decrease) in cash and cash equivalents 5,380 (713 ) 18 — 4,685 Cash and cash equivalents at beginning of period 10,414 751 2 — 11,167 Cash and cash equivalents at end of period $ 15,794 $ 38 $ 20 $ — $ 15,852 GREAT LAKES DREDGE & DOCK CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2016 (In thousands) Subsidiary Guarantors Non-Guarantor Subsidiaries GLDD Eliminations Consolidated Totals OPERATING ACTIVITIES: Cash provided by (used in) operating activities $ 74,409 $ (16,677 ) $ (19,062 ) $ — $ 38,670 INVESTING ACTIVITIES: Purchases of property and equipment (83,777 ) (21 ) — — (83,798 ) Proceeds from dispositions of property and equipment 10,582 7,675 — — 18,257 Changes in restricted cash (7,035 ) — — — (7,035 ) Net change in accounts with affiliates (5,100 ) — (36,172 ) 41,272 — Transfer to parent — — 23,000 (23,000 ) — Cash provided by (used in) investing activities (85,330 ) 7,654 (13,172 ) 18,272 (72,576 ) FINANCING ACTIVITIES: Repayments of debt (296 ) (1,128 ) (45,661 ) — (47,085 ) Deferred financing fees — — (6,817 ) — (6,817 ) Taxes paid on settlement of vested share awards — — (171 ) — (171 ) Net change in accounts with affiliates 32,933 8,339 — (41,272 ) — Transfer to parent (23,000 ) — — 23,000 — Exercise of stock options and purchases from employee stock plans — — 905 — 905 Excess income tax benefit from share-based compensation — — (133 ) — (133 ) Borrowings under revolving loans — — 288,611 — 288,611 Repayments of revolving loans — — (204,500 ) — (204,500 ) Cash provided by financing activities 9,637 7,211 32,234 (18,272 ) 30,810 Effect of foreign currency exchange rates on cash and cash equivalents — 79 — — 79 Net decrease in cash and cash equivalents (1,284 ) (1,733 ) — — (3,017 ) Cash and cash equivalents at beginning of period 11,698 2,484 2 — 14,184 Cash and cash equivalents at end of period $ 10,414 $ 751 $ 2 $ — $ 11,167 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 Corporation Eliminations Consolidated Totals OPERATING ACTIVITIES: Cash provided by (used in) operating activities 75,489 (22,679 ) (23,688 ) — 29,122 INVESTING ACTIVITIES: Purchases of property and equipment (70,759 ) (3,696 ) — — (74,455 ) Proceeds from dispositions of property and equipment 1,102 220 — — 1,322 Net change in accounts with affiliates (32,342 ) — (12,222 ) 44,564 — Cash used in investing activities (101,999 ) (3,476 ) (12,222 ) 44,564 (73,133 ) FINANCING ACTIVITIES: Proceeds from issuance of debt — — 3,050 — 3,050 Repayments of debt (195 ) (1,006 ) (5,443 ) — (6,644 ) Deferred financing fees — — (111 ) — (111 ) Taxes paid on settlement of vested share awards — — (267 ) — (267 ) Net change in accounts with affiliates (23,491 ) 31,991 36,064 (44,564 ) — Transfer to parent 17,258 — (17,258 ) — — 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 (used in) financing activities (6,428 ) 30,985 35,910 (44,564 ) 15,903 Effect of foreign currency exchange rates on cash and cash equivalents — (97 ) — — (97 ) Net increase (decrease) in cash and cash equivalents (32,938 ) 4,733 — — (28,205 ) Cash and cash equivalents at beginning of period 44,636 (2,249 ) 2 — 42,389 Cash and cash equivalents at end of period $ 11,698 $ 2,484 $ 2 $ — $ 14,184 |