UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
|
☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2017
OR
|
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 001-33225
Great Lakes Dredge & Dock Corporation
(Exact name of registrant as specified in its charter)
|
Delaware |
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20-5336063 |
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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2122 York Road, Oak Brook, IL |
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60523 |
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(Address of principal executive offices) |
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(Zip Code) |
(630) 574-3000
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
|
Large Accelerated Filer |
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☐ |
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Accelerated Filer |
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☒ |
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Non-Accelerated Filer |
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☐ (Do not check if a smaller reporting company) |
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Smaller reporting company |
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☐ |
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Emerging Growth Company |
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☐ |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of November 3, 2017, 61,675,785 shares of the Registrant’s Common Stock, par value $.0001 per share, were outstanding.
Great Lakes Dredge & Dock Corporation and Subsidiaries
Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Quarterly Period ended September 30, 2017
INDEX
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Page |
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3 |
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Item 1 |
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3 |
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Condensed Consolidated Balance Sheets at September 30, 2017 and December 31, 2016 |
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3 |
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4 |
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5 |
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Condensed Consolidated Statements of Equity for the Nine Months Ended September 30, 2017 and 2016 |
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6 |
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7 |
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9 |
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Item 2 |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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29 |
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Item 3 |
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40 |
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Item 4 |
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40 |
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41 |
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Item 1 |
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41 |
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Item 1A |
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41 |
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Item 2 |
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41 |
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Item 3 |
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41 |
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Item 4 |
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41 |
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Item 5 |
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41 |
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Item 6 |
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42 |
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43 |
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2
PART I — Financial Information
GREAT LAKES DREDGE & DOCK CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Unaudited)
(in thousands, except per share amounts)
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September 30, |
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December 31, |
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||
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2017 |
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2016 |
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||
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ASSETS |
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CURRENT ASSETS: |
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Cash and cash equivalents |
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$ |
10,469 |
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$ |
11,167 |
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Accounts receivable—net |
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79,336 |
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88,091 |
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Contract revenues in excess of billings |
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82,642 |
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95,012 |
|
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Inventories |
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35,540 |
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37,137 |
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Prepaid expenses and other current assets |
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47,984 |
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75,819 |
|
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Total current assets |
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255,971 |
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307,226 |
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PROPERTY AND EQUIPMENT—Net |
|
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413,612 |
|
|
|
413,008 |
|
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GOODWILL AND OTHER INTANGIBLE ASSETS—Net |
|
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84,631 |
|
|
|
85,075 |
|
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INVENTORIES—Noncurrent |
|
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57,597 |
|
|
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52,602 |
|
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INVESTMENTS IN JOINT VENTURES |
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7,344 |
|
|
|
4,734 |
|
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ASSETS HELD FOR SALE—Noncurrent |
|
|
8,569 |
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9,299 |
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OTHER |
|
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13,967 |
|
|
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21,644 |
|
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TOTAL |
|
$ |
841,691 |
|
|
$ |
893,588 |
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LIABILITIES AND EQUITY |
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CURRENT LIABILITIES: |
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Accounts payable |
|
$ |
67,230 |
|
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$ |
103,185 |
|
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Accrued expenses |
|
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51,996 |
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69,043 |
|
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Billings in excess of contract revenues |
|
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4,646 |
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5,141 |
|
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Current portion of long term debt |
|
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2,819 |
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|
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2,465 |
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Total current liabilities |
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126,691 |
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179,834 |
|
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8% SENIOR NOTES |
|
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320,834 |
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— |
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7 3/8% SENIOR NOTES |
|
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— |
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272,998 |
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REVOLVING CREDIT FACILITY |
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90,000 |
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|
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104,111 |
|
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NOTES PAYABLE |
|
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12,392 |
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13,293 |
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DEFERRED INCOME TAXES |
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54,491 |
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68,449 |
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OTHER |
|
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8,559 |
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7,013 |
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Total liabilities |
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612,967 |
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645,698 |
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COMMITMENTS AND CONTINGENCIES (Note 9) |
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EQUITY: |
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Common stock—$.0001 par value; 90,000 authorized, 61,853 and 61,240 shares issued; 61,576 and 60,962 shares outstanding at September 30, 2017 and December 31, 2016, respectively. |
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6 |
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6 |
|
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Treasury stock, at cost |
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(1,433 |
) |
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(1,433 |
) |
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Additional paid-in capital |
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289,357 |
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286,303 |
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Accumulated deficit |
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(58,269 |
) |
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(35,841 |
) |
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Accumulated other comprehensive loss |
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(937 |
) |
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(1,145 |
) |
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Total equity |
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228,724 |
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|
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247,890 |
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TOTAL |
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$ |
841,691 |
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$ |
893,588 |
|
See notes to unaudited condensed consolidated financial statements.
3
Great Lakes Dredge & Dock Corporation and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)
(in thousands, except per share amounts)
|
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Three Months Ended |
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Nine Months Ended |
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September 30, |
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September 30, |
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||||||||||
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2017 |
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2016 |
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2017 |
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2016 |
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Contract revenues |
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$ |
163,317 |
|
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$ |
198,869 |
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$ |
510,762 |
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$ |
554,180 |
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Costs of contract revenues |
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146,622 |
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178,824 |
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452,111 |
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489,889 |
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Gross profit |
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16,695 |
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20,045 |
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|
|
58,651 |
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64,291 |
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General and administrative expenses |
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17,522 |
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7,187 |
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51,584 |
|
|
|
47,027 |
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|
(Gain) loss on sale of assets—net |
|
|
175 |
|
|
|
(2 |
) |
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355 |
|
|
|
675 |
|
|
Operating income (loss) |
|
|
(1,002 |
) |
|
|
12,860 |
|
|
|
6,712 |
|
|
|
16,589 |
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Interest expense—net |
|
|
(6,417 |
) |
|
|
(4,819 |
) |
|
|
(18,440 |
) |
|
|
(16,443 |
) |
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Equity in earnings (loss) of joint ventures |
|
|
26 |
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|
|
6 |
|
|
|
(1,441 |
) |
|
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19 |
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Loss on extinguishment of debt |
|
|
— |
|
|
|
— |
|
|
|
(2,330 |
) |
|
|
— |
|
|
Other expense |
|
|
(266 |
) |
|
|
(637 |
) |
|
|
(343 |
) |
|
|
(1,918 |
) |
|
Income (loss) from continuing operations before income taxes |
|
|
(7,659 |
) |
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|
7,410 |
|
|
|
(15,842 |
) |
|
|
(1,753 |
) |
|
Income tax (provision) benefit |
|
|
2,714 |
|
|
|
(2,850 |
) |
|
|
6,112 |
|
|
|
559 |
|
|
Income (loss) from continuing operations |
|
|
(4,945 |
) |
|
|
4,560 |
|
|
|
(9,730 |
) |
|
|
(1,194 |
) |
|
Loss from discontinued operations, net of income taxes |
|
|
— |
|
|
|
— |
|
|
|
(12,697 |
) |
|
|
— |
|
|
Net income (loss) |
|
$ |
(4,945 |
) |
|
$ |
4,560 |
|
|
$ |
(22,427 |
) |
|
$ |
(1,194 |
) |
|
|
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|
|
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|
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|
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|
|
|
|
|
|
Basic earnings (loss) per share attributable to continuing operations |
|
$ |
(0.08 |
) |
|
$ |
0.08 |
|
|
$ |
(0.16 |
) |
|
$ |
(0.02 |
) |
|
Basic loss per share attributable to discontinued operations, net of tax |
|
|
— |
|
|
|
— |
|
|
|
(0.21 |
) |
|
|
— |
|
|
Basic earnings (loss) per share |
|
$ |
(0.08 |
) |
|
$ |
0.08 |
|
|
$ |
(0.37 |
) |
|
$ |
(0.02 |
) |
|
Basic weighted average shares |
|
|
61,462 |
|
|
|
60,811 |
|
|
|
61,290 |
|
|
|
60,676 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Diluted earnings (loss) per share attributable to continuing operations |
|
$ |
(0.08 |
) |
|
$ |
0.08 |
|
|
$ |
(0.16 |
) |
|
$ |
(0.02 |
) |
|
Diluted loss per share attributable to discontinued operations, net of tax |
|
|
— |
|
|
|
— |
|
|
|
(0.21 |
) |
|
|
— |
|
|
Diluted earnings (loss) per share |
|
$ |
(0.08 |
) |
|
$ |
0.08 |
|
|
$ |
(0.37 |
) |
|
$ |
(0.02 |
) |
|
Diluted weighted average shares |
|
|
61,462 |
|
|
|
61,526 |
|
|
|
61,290 |
|
|
|
60,676 |
|
See notes to unaudited condensed consolidated financial statements.
4
Great Lakes Dredge & Dock Corporation and Subsidiaries
Condensed Consolidated Statements of Comprehensive Income (Loss)
(Unaudited)
(in thousands)
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
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|
September 30, |
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|
September 30, |
|
||||||||||
|
|
|
2017 |
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|
2016 |
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|
2017 |
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|
2016 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
(4,945 |
) |
|
$ |
4,560 |
|
|
$ |
(22,427 |
) |
|
$ |
(1,194 |
) |
|
Currency translation adjustment—net of tax (1) |
|
|
(2 |
) |
|
|
39 |
|
|
|
(24 |
) |
|
|
596 |
|
|
Net unrealized gain (loss) on derivatives—net of tax (2) |
|
|
1,684 |
|
|
|
(17 |
) |
|
|
232 |
|
|
|
(17 |
) |
|
Other comprehensive income (loss)—net of tax |
|
|
1,682 |
|
|
|
22 |
|
|
|
208 |
|
|
|
579 |
|
|
Comprehensive income (loss) |
|
$ |
(3,263 |
) |
|
$ |
4,582 |
|
|
$ |
(22,219 |
) |
|
$ |
(615 |
) |
|
(1) |
Net of income tax provision of $13 and $25 for the three months ended September 30, 2017 and 2016, respectively. Net of income tax (provision) benefit of $46 and $(395) for the nine months ended September 30, 2017 and 2016, respectively. |
|
(2) |
Net of income tax benefit of $1,098 and $11 for the three months ended September 30, 2017 and 2016, respectively. Net of income tax provision of $151 and $11 for the nine months ended September 30, 2017 and 2016, respectively. |
See notes to unaudited condensed consolidated financial statements.
5
Great Lakes Dredge & Dock Corporation and Subsidiaries
Condensed Consolidated Statements of Equity
(Unaudited)
(in thousands)
|
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|
|
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|
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Accumulated |
|
|
|
|
|
|
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|
Shares of |
|
|
|
|
|
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Shares of |
|
|
|
|
|
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Additional |
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|
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Other |
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||||
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Common |
|
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Common |
|
|
Treasury |
|
|
Treasury |
|
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Paid-In |
|
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Accumulated |
|
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Comprehensive |
|
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|
|||||||
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|
Stock |
|
|
Stock |
|
|
Stock |
|
|
Stock |
|
|
Capital |
|
|
Deficit |
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|
Loss |
|
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Total |
|
||||||||
|
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|
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|
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|
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|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
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|
|
|
BALANCE—January 1, 2017 |
|
|
61,240 |
|
|
$ |
6 |
|
|
|
(278 |
) |
|
$ |
(1,433 |
) |
|
$ |
286,303 |
|
|
$ |
(35,841 |
) |
|
$ |
(1,145 |
) |
|
$ |
247,890 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based compensation |
|
|
208 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2,514 |
|
|
|
— |
|
|
|
— |
|
|
|
2,514 |
|
|
Vesting of restricted stock units, including impact of shares withheld for taxes |
|
|
147 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(328 |
) |
|
|
— |
|
|
|
— |
|
|
|
(328 |
) |
|
Exercise of options and purchases from employee stock plans |
|
|
258 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
867 |
|
|
|
— |
|
|
|
— |
|
|
|
867 |
|
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(22,427 |
) |
|
|
— |
|
|
|
(22,427 |
) |
|
Other comprehensive income—net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
208 |
|
|
|
208 |
|
|
BALANCE—September 30, 2017 |
|
|
61,853 |
|
|
$ |
6 |
|
|
|
(278 |
) |
|
$ |
(1,433 |
) |
|
$ |
289,357 |
|
|
$ |
(58,269 |
) |
|
$ |
(937 |
) |
|
$ |
228,724 |
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
Shares of |
|
|
|
|
|
|
Shares of |
|
|
|
|
|
|
Additional |
|
|
|
|
|
|
Other |
|
|
|
|
|
||||
|
|
|
Common |
|
|
Common |
|
|
Treasury |
|
|
Treasury |
|
|
Paid-In |
|
|
Accumulated |
|
|
Comprehensive |
|
|
|
|
|
|||||||
|
|
|
Stock |
|
|
Stock |
|
|
Stock |
|
|
Stock |
|
|
Capital |
|
|
Deficit |
|
|
Loss |
|
|
Total |
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE—January 1, 2016 |
|
|
60,709 |
|
|
$ |
6 |
|
|
|
(278 |
) |
|
$ |
(1,433 |
) |
|
$ |
283,247 |
|
|
$ |
(27,664 |
) |
|
$ |
(1,983 |
) |
|
$ |
252,173 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based compensation |
|
|
126 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2,276 |
|
|
|
— |
|
|
|
— |
|
|
|
2,276 |
|
|
Vesting of restricted stock units, including impact of shares withheld for taxes |
|
|
71 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(162 |
) |
|
|
— |
|
|
|
— |
|
|
|
(162 |
) |
|
Exercise of options and purchases from employee stock plans |
|
|
309 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
905 |
|
|
|
— |
|
|
|
— |
|
|
|
905 |
|
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1,194 |
) |
|
|
— |
|
|
|
(1,194 |
) |
|
Other comprehensive income—net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
579 |
|
|
|
579 |
|
|
BALANCE—September 30, 2016 |
|
|
61,215 |
|
|
$ |
6 |
|
|
|
(278 |
) |
|
$ |
(1,433 |
) |
|
$ |
286,266 |
|
|
$ |
(28,858 |
) |
|
$ |
(1,404 |
) |
|
$ |
254,577 |
|
See notes to unaudited condensed consolidated financial statements.
6
Great Lakes Dredge & Dock Corporation and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(in thousands)
|
|
|
Nine Months Ended |
|
|||||
|
|
|
September 30, |
|
|||||
|
|
|
2017 |
|
|
2016 |
|
||
|
OPERATING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(22,427 |
) |
|
$ |
(1,194 |
) |
|
Loss from discontinued operations, net of income taxes |
|
|
(12,697 |
) |
|
|
— |
|
|
Income (loss) from continuing operations |
|
$ |
(9,730 |
) |
|
$ |
(1,194 |
) |
|
Adjustments to reconcile net loss to net cash flows provided by (used in) operating activities: |
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
38,186 |
|
|
|
45,692 |
|
|
Equity in earnings of joint ventures |
|
|
(5,726 |
) |
|
|
(6,313 |
) |
|
Cash distributions from joint ventures |
|
|
4,486 |
|
|
|
3,234 |
|
|
Loss on extinguishment of 7 3/8% senior notes |
|
|
2,330 |
|
|
|
— |
|
|
Deferred income taxes |
|
|
(5,904 |
) |
|
|
152 |
|
|
Loss on sale of assets |
|
|
355 |
|
|
|
675 |
|
|
Gain on adjustment of contingent consideration |
|
|
— |
|
|
|
(8,940 |
) |
|
Amortization of deferred financing fees |
|
|
2,468 |
|
|
|
1,879 |
|
|
Unrealized net (gain) loss from mark-to-market valuations of derivatives |
|
|
1,747 |
|
|
|
(5,285 |
) |
|
Unrealized foreign currency gain |
|
|
(64 |
) |
|
|
(213 |
) |
|
Share-based compensation expense |
|
|
2,514 |
|
|
|
2,276 |
|
|
Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
8,794 |
|
|
|
14,163 |
|
|
Contract revenues in excess of billings |
|
|
12,409 |
|
|
|
5,712 |
|
|
Inventories |
|
|
(3,443 |
) |
|
|
(6,831 |
) |
|
Prepaid expenses and other current assets |
|
|
2,409 |
|
|
|
(6,839 |
) |
|
Accounts payable and accrued expenses |
|
|
(27,055 |
) |
|
|
(26,317 |
) |
|
Billings in excess of contract revenues |
|
|
(316 |
) |
|
|
2,593 |
|
|
Other noncurrent assets and liabilities |
|
|
(482 |
) |
|
|
(1,466 |
) |
|
Net cash flows provided by operating activities of continuing operations |
|
|
22,977 |
|
|
|
12,978 |
|
|
Net cash flows used in operating activities of discontinued operations |
|
|
(20,900 |
) |
|
|
— |
|
|
Cash provided by operating activities |
|
|
2,077 |
|
|
|
12,978 |
|
|
|
|
|
|
|
|
|
|
|
|
INVESTING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
Purchases of property and equipment |
|
|
(49,377 |
) |
|
|
(58,842 |
) |
|
Proceeds from dispositions of property and equipment |
|
|
9,198 |
|
|
|
10,455 |
|
|
Changes in restricted cash |
|
|
7,035 |
|
|
|
— |
|
|
Cash used in investing activities |
|
|
(33,144 |
) |
|
|
(48,387 |
) |
7
|
|
|
Nine Months Ended |
|
|||||
|
|
|
September 30, |
|
|||||
|
|
|
2017 |
|
|
2016 |
|
||
|
FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
Proceeds from issuance of 8% senior notes |
|
|
325,000 |
|
|
|
— |
|
|
Redemption of 7 3/8% senior notes |
|
|
(275,000 |
) |
|
|
— |
|
|
7 3/8% senior notes tender premium |
|
|
(744 |
) |
|
|
— |
|
|
Deferred financing fees |
|
|
(4,522 |
) |
|
|
(332 |
) |
|
Repayments of long term note payable |
|
|
(855 |
) |
|
|
(803 |
) |
|
Repayments of term loan facility |
|
|
— |
|
|
|
(3,750 |
) |
|
Proceeds from equipment debt |
|
|
1,241 |
|
|
|
— |
|
|
Repayments of equipment debt |
|
|
(1,171 |
) |
|
|
(1,064 |
) |
|
Taxes paid on settlement of vested share awards |
|
|
(328 |
) |
|
|
(162 |
) |
|
Exercise of options and purchases from employee stock plans |
|
|
867 |
|
|
|
905 |
|
|
Borrowings under revolving loans |
|
|
89,425 |
|
|
|
133,000 |
|
|
Repayments of revolving loans |
|
|
(103,536 |
) |
|
|
(93,000 |
) |
|
Cash provided by financing activities |
|
|
30,377 |
|
|
|
34,794 |
|
|
Effect of foreign currency exchange rates on cash and cash equivalents |
|
|
(8 |
) |
|
|
26 |
|
|
Net decrease in cash and cash equivalents |
|
|
(698 |
) |
|
|
(589 |
) |
|
Cash and cash equivalents at beginning of period |
|
|
11,167 |
|
|
|
14,184 |
|
|
Cash and cash equivalents at end of period |
|
$ |
10,469 |
|
|
$ |
13,595 |
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Cash Flow Information |
|
|
|
|
|
|
|
|
|
Cash paid for interest |
|
$ |
20,986 |
|
|
$ |
23,846 |
|
|
Cash paid (refunded) for income taxes |
|
$ |
574 |
|
|
$ |
(226 |
) |
|
|
|
|
|
|||||