UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________

Form 8-K
_____________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event Reported): February 22, 2017  

Great Lakes Dredge & Dock Corporation
(Exact Name of Registrant as Specified in Charter)

DELAWARE 001-3322520-5336063
(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification Number)

 

2122 York Road
Oak Brook, Illinois, , Delaware 60523
(Address of Principal Executive Offices) (Zip Code)

(630) 574-3000
(Registrant's telephone number, including area code)


(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 [   ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 [   ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 [   ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 [   ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

Item 2.02. Results of Operations and Financial Condition.

On February 22, 2017 Great Lakes Dredge & Dock Corporation issued an earnings release announcing its financial results for the three and twelve months ended December 31, 2016, and announcing a conference call and webcast to be held at 9:00 a.m. (C.S.T.) on Wednesday, February 22, 2016 to discuss these results.  A copy of the earnings release is furnished as Exhibit 99.1 and incorporated herein by reference. 

The information in this Form 8-K and Exhibit 99.1 are furnished pursuant to Item 2.02 of this Form 8-K and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 or incorporated by reference in any filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01. Financial Statements and Exhibits.

(d)           Exhibits

The following exhibit is furnished herewith: 

99.1         Earnings Release of Great Lakes Dredge & Dock Corporation dated February 22, 2017 announcing financial results for the three and twelve months ended December 31, 2016.


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 Great Lakes Dredge & Dock Corporation
   
  
Date: February 22, 2017By: /s/ Mark W. Marinko        
  Mark W. Marinko
  Senior Vice President and Chief Financial Officer
  


EXHIBIT INDEX

 

Number Exhibit
   
99.1 Earnings Release of Great Lakes Dredge & Dock Corporation dated February 22, 2017 announcing financial results for the four months and year ended December 31, 2016.

EdgarFiling

EXHIBIT 99.1

Great Lakes Reports Year-End Results

OAK BROOK, Ill., Feb. 22, 2017 (GLOBE NEWSWIRE) -- Great Lakes Dredge & Dock Corporation (NASDAQ:GLDD), the largest provider of dredging services in the United States and a major provider of environmental and infrastructure services, today reported financial results for the quarter and year ended December 31, 2016.

For the three months ended December 31, 2016, Great Lakes reported revenue of $213.4 million, net loss of $7.0 million and Adjusted EBITDA of $11.6 million.  The following non-recurring items totaling $7.3 million negatively impacted results during the fourth quarter of 2016: a loss on an asset held for sale of $2.4 million for a vessel based in the Middle East; $2.3 million in losses related to the sale of assets in the Terra services business; and a $2.6 million loss related to the wind-down of the TerraSea joint venture.  For the year ended December 31, 2016, Great Lakes reported revenue of $767.6 million, net loss of $8.2 million and Adjusted EBITDA of $72.0 million.  In addition to the $7.3 million non-recurring items in the fourth quarter that adversely impacted results, the Company recorded the following non-recurring items previously in the year, positively impacting results: an $8.6 million reversal of liabilities related to the estimated earn-out and restricted stock units associated with the GLEI acquisition due to the expected failure to meet performance expectations included within the stock purchase agreement and a $2.0 million reversal of variable employee compensation. 

Interim Chief Executive Officer and Chief Financial Officer Mark Marinko stated, “In 2016, the Company executed well on our domestic dredging contracts, particularly on our rivers & lakes projects. Our performance was offset by a major decline in international work due to a smaller market in 2016 that impacted the entire international dredging industry as well as the absence of the Suez Canal project, which contributed robust revenue and contract margin in 2015.  We were pleased to have our internationally-based vessels utilized during the second half of the year, however the contracts were not at the margin of recent international projects.

“Our Environmental & Infrastructure (E&I) segment’s operating loss was reduced by $21.7 million in 2016 compared to 2015.  The sale of the assets associated with the service lines of Terra Contracting Services, LLC business was finalized, which we believe is a key component for returning this segment to profitability.  For the year, this underutilized equipment and excess overhead associated with these divested assets, as well as a loss of $7.6 million on a project that the Terra business unit executed, adversely impacted the performance of our E&I segment.  Excluding the Terra business, the E&I segment exhibited a positive performance during 2016, and backlog at December 31, 2016 does not currently include projects in a loss position.

“At December 31, 2016, total assets and total liabilities on our balance sheet remained consistent with year-end 2015.  During the year, we invested $54 million to finance the construction cost of our Articulated Tug & Barge (ATB) hopper dredge.  As stated previously, we expect to continue to be deploying our free cash flow until construction of this vessel is complete in the second quarter of 2017.  At the end of 2016, we were pleased to close a $250 million, three year revolving credit facility which has a structure that is designed to work well with our business.  Going forward in 2017, we will continue to exercise fiscal prudence intended to ensure the best use of our capital.”

Chairman of the Board Robert Uhler stated, “Last year was transformative for the Company.  Operationally, we made significant progress repositioning the E&I segment by divesting the non-core assets that were not a strategic fit for the business.  We expect the risk controls and other processes that were implemented in 2016 to make this segment well positioned as we move forward in 2017.  We also expect the changes in leadership, including the recent additions to the Board, to enhance our ability to maximize shareholder value.”

Fourth Quarter 2016 Highlights

Great Lakes Dredge & Dock Corporation and Subsidiaries 
Select Income Statement Results 
(Unaudited and in thousands) 
                        
 Three Months Ended     
 December 31,     
 2016  2015     
 Dredging Environmental
&
infrastructure
 Total
Consolidated
  Dredging Environmental
&
infrastructure
 Total
Consolidated
  Total
Consol.
Variance
 
Revenue$184,346 $30,200 $213,405  $174,555 $49,781 $222,642  $(9,237)
                        
Gross Profit 21,395  702  22,097   33,616  (4,747) 28,869   (6,772)
Gross Profit Margin 11.6% 2.3% 10.4%  19.3% -9.5% 13.0%    
                        
Operating Income (Loss) 7,346  (9,255) (1,909)  18,486  (11,950) 6,536   (8,445)
Operating Margin 4.0% -30.6% -0.9%  10.6% -24.0% 2.9%    
                        
Note: As a result of intersegment eliminations, the segment financial information will not sum to the total consolidated results. 

Dredging

Environmental & Infrastructure

Total Company

Great Lakes Dredge & Dock Corporation and Subsidiaries 
Select Income Statement Results 
(Unaudited and in thousands) 
                        
 Twelve Months Ended     
 December 31,     
 2016  2015     
 Dredging Environmental
&
infrastructure
 Total
Consolidated
  Dredging Environmental
&
infrastructure
 Total
Consolidated
  Total
Consol.
Variance
 
Revenue$637,468 $133,637 $767,585  $681,255 $181,710 $856,878  $(89,293)
                        
Gross Profit 85,339  1,049  86,388   111,710  (15,787) 95,923   (9,535)
Gross Profit Margin 13.4% 0.8% 11.3%  16.4% -8.7% 11.2%    
                        
Operating Income (Loss) 34,108  (19,428) 14,680   64,073  (41,114) 22,959   (8,279)
Operating Margin 5.4% -14.5% 1.9%  9.4% -22.6% 2.7%    
                        
Note: As a result of intersegment eliminations, the segment financial information will not sum to the total consolidated results. 

Dredging  

Environmental & Infrastructure

Total Company

Commentary

Mr. Marinko concluded, “The domestic dredging bid market in which we compete continued to remain at a healthy level in 2016 at $972 million.  The total value of the market declined compared to the prior year, largely the result of fewer projects valued at over $50 million being tendered. Our dredging segment won 29% of our addressable bid market, which is below the average combined dredging bid market share over the prior three years during which we were awarded several large projects.  Coastal protection projects account for $164 million of our awards, maintenance projects account for $68 million, capital work accounts for $27 million, and rivers & lakes awards account for $22 million.  Subsequent to year-end, we received an $88 million award for coastal restoration work in the Gulf of Mexico that has been added to backlog.  With a project already in backlog for it to execute, we look forward to the delivery of our new ATB hopper dredge, the Ellis Island, late in the second quarter of this year.  We are tracking several potential opportunities and believe this addition to our fleet positions us well to capture work in 2017 and beyond.

“Internationally, although the dredging market continues to experience softness, we are pursuing several opportunities, primarily in the Middle East.  Due to market conditions, in 2016 the Company sold the Reem Island, an underutilized dredge which was based in the Middle East.  Subsequent to year-end, we intend to sell its underutilized sister ship, the Noon Island, which is also based in the Middle East.  We remain optimistic and believe that our presence internationally is strategically beneficial for the Company.

“In Washington D.C., although Congress was unable to pass a budget for fiscal year 2017, we are pleased that it passed and former President Obama signed into law Water Infrastructure Improvements for the Nation (WIIN) Act, which includes the Water Resources Development Act of 2016.  This comprehensive legislation authorizes many projects to address the needs of America’s harbors, locks, dams, flood protection, and other water infrastructure while also helping the U.S. Army Corps be more efficient in its oversight of these important projects.  Finally, we are also encouraged by the new administration’s emphasis on investing in the United States’ infrastructure, including ports and waterways, and are hopeful that this focus will accelerate many of these much needed projects.

“We are pleased at the significant progress that was made in 2016 to put the E&I segment on a path to profitability.  Subsequent to year-end, we added $13 million in work to backlog in that segment and are experiencing a robust bidding environment.  With the equipment spread and assets that we now currently have in place for this segment, we are comfortable that the current level of backlog positions the segment well for 2017.  While we expect the business to experience seasonality in the winter months, we expect it to be profitable in 2017. Capturing projects with attractive margins and project execution will be key to our success going forward.”

The Company will be holding a conference call at 9:00 a.m. C.S.T. today where we will further discuss these results. Information on this conference call can be found below.

Conference Call Information

The Company will conduct a quarterly conference call, which will be held on Wednesday, February 22, 2017 at 9:00 a.m. C.S.T. (10:00 a.m. E.S.T.). The call in number is 877-377-7553 and Conference ID is 70966075. The conference call will be available by replay until Thursday, February 23, 2017, by calling 855-859-2056 and providing Conference ID 70966075. The live call and replay can also be heard on the Company’s website, www.gldd.com, under Events & Presentations on the investor relations page. Information related to the conference call will also be available on the investor relations page of the Company’s website.

Use of Adjusted EBITDA

Adjusted EBITDA, as provided herein, represents net income attributable to common stockholders of Great Lakes Dredge & Dock Corporation, Adjusted for net interest expense, income taxes, depreciation and amortization expense, debt extinguishment, accelerated maintenance expense for new international deployments, goodwill or asset impairments and gains on bargain purchase acquisitions. Adjusted EBITDA is not a measure derived in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The Company presents Adjusted EBITDA as an additional measure by which to evaluate the Company's operating trends. The Company believes that Adjusted EBITDA is a measure frequently used to evaluate performance of companies with substantial leverage and that the Company's primary stakeholders (i.e., its stockholders, bondholders and banks) use Adjusted EBITDA to evaluate the Company's period to period performance. Additionally, management believes that Adjusted EBITDA provides a transparent measure of the Company's recurring operating performance and allows management to readily view operating trends, perform analytical comparisons and identify strategies to improve operating performance. For this reason, the Company uses a measure based upon Adjusted EBITDA to assess performance for purposes of determining compensation under the Company's incentive plan. Adjusted EBITDA should not be considered an alternative to, or more meaningful than, amounts determined in accordance with GAAP including: (a) operating income as an indicator of operating performance; or (b) cash flows from operations as a measure of liquidity. As such, the Company's use of Adjusted EBITDA, instead of a GAAP measure, has limitations as an analytical tool, including the inability to determine profitability or liquidity due to the exclusion of accelerated maintenance expense for new international deployments, goodwill or asset impairments, gains on bargain purchase acquisitions, interest and income tax expense and the associated significant cash requirements and the exclusion of depreciation and amortization, which represent significant and unavoidable operating costs given the level of indebtedness and capital expenditures needed to maintain the Company's business. For these reasons, the Company uses operating income to measure the Company's operating performance and uses Adjusted EBITDA only as a supplement. Adjusted EBITDA is reconciled to net income (loss) attributable to common stockholders of Great Lakes Dredge & Dock Corporation in the table of financial results. For further explanation, please refer to the Company's SEC filings.

The Company

Great Lakes Dredge & Dock Corporation ("Great Lakes" or the "Company") is the largest provider of dredging services in the United States and the only U.S. dredging company with significant international operations. The Company is also a significant provider of environmental and infrastructure services on land and water. The Company employs civil, ocean and mechanical engineering staff in its estimating, production and project management functions. In its over 126-year history, the Company has never failed to complete a marine project. Great Lakes has a disciplined training program for engineers that ensures experienced-based performance as they advance through Company operations. Great Lakes also owns and operates the largest and most diverse fleet in the U.S. dredging industry, comprised of over 200 specialized vessels.

Cautionary Note Regarding Forward-Looking Statements

Certain statements in this press release may constitute "forward-looking" statements as defined in Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"), the Private Securities Litigation Reform Act of 1995 (the "PSLRA") or in releases made by the Securities and Exchange Commission (the "SEC"), all as may be amended from time to time. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of Great Lakes and its subsidiaries, or industry results, to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Statements that are not historical fact are forward-looking statements. Forward-looking statements can be identified by, among other things, the use of forward-looking language, such as the words "plan," "believe," "expect," "anticipate," "intend," "estimate," "project," "may," "would," "could," "should," "seeks," or "scheduled to," or other similar words, or the negative of these terms or other variations of these terms or comparable language, or by discussion of strategy or intentions. These cautionary statements are being made pursuant to the Exchange Act and the PSLRA with the intention of obtaining the benefits of the "safe harbor" provisions of such laws. Great Lakes cautions investors that any forward-looking statements made by Great Lakes are not guarantees or indicative of future performance. Important assumptions and other important factors that could cause actual results to differ materially from those forward-looking statements with respect to Great Lakes, include, but are not limited to: our ability to obtain federal government dredging and other contracts; potential changes in the spending priorities of the federal government; our ability to qualify as an eligible bidder under government contract criteria and to compete successfully against other qualified bidders; risks associated with cost over-runs, operating cost inflation and potential claims for liquidated damages, particularly with respect to our fixed cost contracts; the timing of our performance on contracts; significant liabilities that could be imposed were we to fail to comply with government contracting regulations; risks related to international dredging operations, including instability in the Middle East; a significant negative change to large, single customer contracts from which a significant portion of our international revenue is derived; changes in previously-recorded revenue and profit due to our use of the percentage-of-completion method of accounting; consequences of any lapse in disclosure controls and procedures or internal control over financial reporting; changes in the amount of our estimated backlog; our ability to obtain bonding or letters of credit; increasing costs to operate and maintain aging vessels; equipment or mechanical failures; acquisition integration and consolidation risks; liabilities related to our historical demolition business; impacts of legal and regulatory proceedings; unforeseen delays and cost overruns related to the construction of new vessels; our becoming liable for the obligations of joint ventures, partners and subcontractors; capital and operational costs due to environmental regulations; unionized labor force work stoppages; uncertainty regarding fiscal,tax, immigration, and other policies of the new U.S. Presidential administration; maintaining an adequate level of insurance coverage; information technology security breaches; inability to identify and contract with qualified Minority Business Enterprise or Disadvantaged Business Enterprise contractors to perform as subcontractors; our substantial amount of indebtedness; restrictions imposed by financing covenants; the impact of adverse capital and credit market conditions; limitations on our hedging strategy imposed by new statutory and regulatory requirements for derivative transactions; foreign exchange risks; changes in macroeconomic indicators and the overall business climate; and losses attributable to our investments in privately financed projects. For additional information on these and other risks and uncertainties, please see Item 1A. "Risk Factors" of Great Lakes' Annual Report on Form 10-K for the year ended December 31, 2015, and in other securities filings by Great Lakes with the SEC.

Although Great Lakes believes that its plans, intentions and expectations reflected in or suggested by such forward-looking statements are reasonable, actual results could differ materially from a projection or assumption in any forward-looking statements. Great Lakes' future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. The forward-looking statements contained in this press release are made only as of the date hereof and Great Lakes does not have or undertake any obligation to update or revise any forward-looking statements whether as a result of new information, subsequent events or otherwise, unless otherwise required by law.


Great Lakes Dredge & Dock Corporation and Subsidiaries 
Condensed Consolidated Statements of Operations 
(Unaudited and in thousands, except per share amounts) 
                
 Three Months Ended  Twelve Months Ended 
 December 31,  December 31, 
  2016  2015   2016  2015 
Contract revenues$213,405  $222,642  $767,585  $856,878 
                
Gross profit 22,097   28,869   86,388   95,923 
                
General and administrative expenses 18,506   22,301   65,533   71,069 
Impairment of goodwill -   -   -   2,750 
(Gain) loss on sale of assets—net 5,500   32   6,175   (855)
Total operating income (1,909)  6,536   14,680   22,959 
Other income (expense)               
Interest expense—net (6,464)  (5,875)  (22,907)  (24,365)
Equity in loss of joint ventures (2,384)  (286)  (2,365)  (6,051)
Other expense (1,459)  (876)  (3,377)  (1,229)
Loss before income taxes (12,216)  (501)  (13,969)  (8,686)
Income tax (provision) benefit 5,233   (334)  5,792   2,497 
Net loss$(6,983) $(835) $(8,177) $(6,189)
                
                
Basic loss per share$(0.11) $(0.01) $(0.13) $(0.10)
Basic weighted average shares 60,948   60,404   60,744   60,410 
                
Diluted loss per share$(0.11) $(0.01) $(0.13) $(0.10)
Diluted weighted average shares 60,948   60,404   60,744   60,410 


Great Lakes Dredge & Dock Corporation and Subsidiaries 
Reconciliation of Net Loss to Adjusted EBITDA from Continuing Operations 
(Unaudited and in thousands) 
                
 Three Months Ended  Twelve Months Ended 
 December 31,  December 31, 
  2016  2015   2016  2015 
Net loss$(6,983) $(835) $(8,177) $(6,189)
Adjusted for:               
Interest expense—net 6,464   5,875   22,907   24,365 
Income tax provision (benefit) (5,233)  334   (5,792)  (2,497)
Depreciation and amortization 17,331   16,838   63,023   64,585 
Impairment of goodwill -   -   -   2,750 
Adjusted EBITDA from continuing operations$11,579  $22,212  $71,961  $83,014 


Great Lakes Dredge & Dock Corporation and Subsidiaries 
Selected Balance Sheet Information 
(Unaudited and in thousands) 
        
 Period Ended 
 December 31,  December 31, 
  2016  2015 
        
Cash and cash equivalents$11,167  $14,184 
Total current assets 307,226   329,733 
Total assets 893,588   901,625 
Total short-term debt 2,465   7,506 
Total current liabilities 179,834   205,690 
Long-term debt 390,402   349,291 
Total equity 247,890   252,173 


Great Lakes Dredge & Dock Corporation and Subsidiaries 
Revenue and Backlog Data 
(Unaudited and in thousands) 
                
 Three Months Ended  Twelve Months Ended 
 December 31,  December 31, 
Revenues (in thousands) 2016  2015   2016  2015 
Dredging:               
  Capital - U.S.$67,831  $57,996  $219,914  $207,058 
  Capital - foreign 25,082   12,665   59,413   139,945 
  Coastal protection 62,419   65,971   215,041   184,060 
  Maintenance 14,730   30,326   92,274   120,055 
Rivers & lakes 14,284   7,597   50,826   30,137 
Total dredging revenues 184,346   174,555   637,468   681,255 
Environmental & infrastructure 30,200   49,781   133,637   181,710 
Intersegment revenue (1,141)  (1,694)  (3,520)  (6,087)
Total revenues$213,405  $222,642  $767,585  $856,878 


 As of 
 December 31,  December 31, 
Backlog (in thousands) 2016  2015 
Dredging:       
  Capital - U.S.$234,575  $411,506 
  Capital - foreign 22,025   1,750 
  Coastal protection 109,871   118,858 
  Maintenance 56,929   77,995 
Rivers & lakes 44,298   67,589 
Total dredging backlog 467,698   677,698 
Environmental & infrastructure 37,645   73,349 
Total backlog$505,343  $751,047 

GLDD FIN

For further information contact:
Mary Morrissey
Investor Relations
630-574-3467