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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): November 6, 2018  

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

Delaware001-3322520-5336063
(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification Number)

 

2122 York Road, Oak Brook, Illinois 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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company [   ]

 

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. [   ]

 
 

Item 2.02. Results of Operations and Financial Condition.

On November 6, 2018, Great Lakes Dredge & Dock Corporation issued an earnings release announcing its financial results for the three and nine months ended September 30, 2018, and announcing a conference call and webcast to be held at 9:00 a.m. (C.S.T.) on Tuesday, November 6, 2018 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 November 6, 2018 announcing financial results for the three and nine months ended September 30, 2018.

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: November 6, 2018By: /s/ Mark W. Marinko        
  Mark W. Marinko
  Senior Vice President and Chief Financial Officer
  

EXHIBIT INDEX

 

Number Description
   
99.1 Earnings Release of Great Lakes Dredge & Dock Corporation dated November 6, 2018 announcing financial results for the three and nine months ended September 30, 2018.

EdgarFiling

EXHIBIT 99.1

Great Lakes Reports Third Quarter Results

OAK BROOK, Ill., Nov. 06, 2018 (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 three and nine months ended September 30, 2018.

For the three months ended September 30, 2018, Great Lakes reported revenue of $204.3 million, net income from continuing operations of $11.7 million and Adjusted EBITDA from continuing operations of $35.9 million.

Third Quarter Highlights (includes restructuring)

Management Commentary

Chief Executive Officer Lasse Petterson commented, “Today we announced continued strong performance including a record quarter for Great Lakes’ Adjusted EBITDA from continuing operations. During the quarter, we saw strong results from our dredging operations, in particular on our Charleston II project where three of the largest dredges in the United States produced at expectations despite delays caused by Hurricanes Florence and Michael. The third quarter also benefited from high equipment utilization, solid project execution and savings from our restructuring plan. 

In addition to excellent results in the third quarter, we also made significant progress on our goal to de-lever and reduce our net debt. Compared to year end 2017, we have decreased net debt by $85 million and we plan to continue to de-lever throughout the fourth quarter and beyond.

We continued implementing our restructuring plan, and as of September 30, 2018, we have realized $22.5 million of cost savings and expect to remain on track to achieve the full run rate savings of $40 million by year end 2018 and to be recognized in 2019. As planned, we recognized a restructuring charge of $4.5 million in third quarter which reduced adjusted EBITDA from continuing operations by $3.2 million. 

During the quarter, we announced two significant awards for capital deepening work in the ports of Jacksonville and Tampa. The Jacksonville Deepening award was $210 million comprised of a base contract of $113 million and options of $97 million expected to be awarded in the third quarter of 2019. We are commencing operations on this project in November and expect the project with all options to be completed in the second quarter of 2021. The Tampa Deepening award was $74 million divided into a $48 million base contract and $26 million of options which are expected to be awarded by year end 2018. Operations commenced on this project in October and are expected to finish in the third quarter of 2019.”

Consistent with our 2017 year-end earnings release, the Company has chosen to exclude restructuring charges in certain comparisons to the prior year. As discussed in the “Use of Non-GAAP measures” disclosure, certain pieces of the discussion below remove the impact of these restructuring charges. Reconciliations to results prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") are provided within the schedules attached. Also, beginning in 2018, the Company chose to account for plant and overhead in the same interim period in which costs were spent as opposed to the accrual / deferral method previously used. As required by guidance, the Company has recast the prior interim period as if this accounting standard had always been in place for all periods presented.

Operational Update (without restructuring)

Dredging Segment

E&I Segment

Consolidated Company

Market Update

During the third quarter of 2018, GLDD was awarded 49% of the overall $889 million bid market consisting of the following types of work.

The domestic market continues to be driven by large scale port deepening projects; we expect a strong future with multiple deepenings scheduled for bid over the next 12-18 months. In Washington D.C., the budget for the U.S. Army Corps of Engineers was passed at another record level and the Water Resources Development Act of 2018 (“WRDA”) was signed into law in October. These positive developments combined with the supplemental appropriations from Hurricanes Harvey, Irma, Maria and Florence should provide for a strong pipeline of domestic project opportunities going forward. We look forward to continuing to work with the U.S. Army Corps of Engineers on this important work for our country’s coastlines.

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 Tuesday, November 6, 2018 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 7689246. The conference call will be available by replay until Thursday, November 8, 2018 by calling (855) 859-2056 and providing Conference ID 7689246. 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 Non-GAAP measures

Adjusted EBITDA from continuing operations, 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 from continuing operations is not a measure derived in accordance with GAAP. The Company presents Adjusted EBITDA from continuing operations as an additional measure by which to evaluate the Company's operating trends. The Company believes that Adjusted EBITDA from continuing operations 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 from continuing operations to evaluate the Company's period to period performance. Additionally, management believes that Adjusted EBITDA from continuing operations provides a transparent measure of the Company’s recurring operating performance and allows management and investors 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 from continuing operations to assess performance for purposes of determining compensation under the Company's incentive plan. Adjusted EBITDA from continuing operations 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 from continuing operations, 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 from continuing operations only as a supplement. Adjusted EBITDA from continuing operations 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.

Starting with our December 2017 year-end earnings release, the Company has chosen to exclude restructuring charges in comparisons to the prior year.  This exclusion allows the user to better evaluate the Company’s financial results from operations and drivers of variances from the prior year without the impact of this special item. Restructuring items can include costs of contract revenues (depreciation and other), general and administrative expenses and gains / losses on sale of assets. Reconciliations to results prepared in accordance with GAAP are provided within the schedules attached.

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 remediation services on land and water.  The Company employs experienced civil, ocean and mechanical engineering staff in its estimating, production and project management functions.  In its over 128-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. The Company’s Incident-and Injury-Free (IIF®) safety management program is integrated into all aspects of the Company’s culture. The Company’s commitment to the IIF® culture promotes a work environment where employee safety is paramount.  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," “are optimistic,”  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; 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 and declining relationships amongst certain governments in the Middle East and the impact this may have on infrastructure investment, asset value of such operations, and local licensing, permitting and royalty issues; increased cost of certain material used in our operations due to newly imposed tariffs; a significant negative change to large, single customer contracts from which a significant portion of our international revenue is derived; changes in previous-recorded net revenue and profit as a result of the significant estimates made in connection with our methods of accounting for recognizing revenue; 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 and risks associated with draws by the surety on outstanding bonds or calls by the beneficiary on outstanding 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, including potential mechanical and engineering issues; 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; maintaining an adequate level of insurance coverage; information technology security breaches; 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; uncertainties of the impact of the Tax Cuts and Jobs Act and implementation of certain provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act; losses attributable to our investments in privately financed projects and the likelihood of realizing, and amount of, expected restructuring charges to be realized in connection with the restructuring activities; and our ability to realize the expected benefits from our restructuring activities. 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, 2017, 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.


Dredging Segment 
Select Income Statement Results Excluding Restructuring 
(Unaudited and in thousands) 
                    
 Three Months Ended  Nine Months Ended 
 September 30,  September 30, 
             
  2018 2017 Variance   2018 2017 Variance 
Revenue$178,671 $133,862 $44,809  $447,564 $439,423 $8,141 
                    
Gross profit 39,584  19,550  20,034   75,846  48,647  27,199 
Restructuring exclusions 2,106  316  1,790   7,767  316  7,451 
Gross profit excluding restructuring 41,690  19,866  21,824   83,613  48,963  34,650 
Gross profit margin 22.2% 14.6%     16.9% 11.1%   
Gross profit margin excluding restructuring 23.3% 14.8%     18.7% 11.1%   
                    
Operating income 25,081  5,848  19,233   38,826  9,573  29,253 
Restructuring exclusions 3,996  1,622  2,374   8,789  1,622  7,167 
Operating income excluding restructuring 29,077  7,470  21,607   47,615  11,195  36,420 
Operating margin 14.0% 4.4%     8.7% 2.2%   
Operating margin excluding restructuring 16.3% 5.6%     10.6% 2.5%   


Environmental & Infrastructure Segment 
Select Income Statement Results Excluding Restructuring 
(Unaudited and in thousands) 
                    
 Three Months Ended  Nine Months Ended 
 September 30,  September 30, 
             
  2018 2017 Variance   2018 2017 Variance 
Revenue$25,651 $29,667 $(4,016) $53,941 $73,602 $(19,661)
                    
Gross profit 2,548  268  2,280   3,232  6,265  (3,033)
Restructuring exclusions -  -  -   -  -  - 
Gross profit excluding restructuring 2,548  268  2,280   3,232  6,265  (3,033)
Gross profit margin 9.9% 0.9%     6.0% 8.5%   
Gross profit margin excluding restructuring 9.9% 0.9%     6.0% 8.5%   
                    
Operating loss (1,692) (3,727) 2,035   (8,343) (6,600) (1,743)
Restructuring exclusions 535  415  120   694  415  279 
Operating loss excluding restructuring (1,157) (3,312) 2,155   (7,649) (6,185) (1,464)
Operating margin -6.6% -12.6%     -15.5% -9.0%   
Operating margin excluding restructuring -4.5% -11.2%     -14.2% -8.4%   


Great Lakes Dredge & Dock Corporation 
Condensed Consolidated Statements of Operations 
(Unaudited and in thousands, except per share amounts) 
                
 Three Months Ended  Nine Months Ended 
 September 30,  September 30, 
  2018   2017   2018   2017 
Contract revenues$204,322  $163,317  $501,505  $510,762 
Gross profit 42,134   19,818   79,079   54,912 
General and administrative expenses 17,293   17,522   48,406   51,584 
Loss on sale of assets—net 1,452   175   190   355 
Operating income 23,389   2,121   30,483   2,973 
Interest expense—net (8,062)  (6,417)  (25,719)  (18,440)
Equity in earnings (loss) of joint ventures —   26   —   (1,441)
Loss on extinguishment of debt —   —   —   (2,330)
Other income (expense) 165   (266)  (2,808)  (343)
Income (loss) from continuing operations before income taxes 15,492   (4,536)  1,956   (19,581)
Income tax (provision) benefit (3,790)  1,308   (549)  7,555 
Income (loss) from continuing operations 11,702   (3,228)  1,407   (12,026)
Loss from discontinued operations, net of income taxes —   —   —   (12,697)
Net income (loss)$11,702  $(3,228) $1,407  $(24,723)
                
Basic earnings (loss) per share attributable to continuing operations$0.19  $(0.05) $0.02  $(0.19)
Basic loss per share attributable to discontinued operations, net of tax —   —   —   (0.21)
Basic earnings (loss) per share$0.19  $(0.05) $0.02  $(0.40)
Basic weighted average shares 62,358   61,462   62,147   61,290 
                
Diluted earnings (loss) per share attributable to continuing operations$0.18  $(0.05) $0.02  $(0.19)
Diluted loss per share attributable to discontinued operations, net of tax —   —   —   (0.21)
Diluted earnings (loss) per share$0.18  $(0.05) $0.02  $(0.40)
Diluted weighted average shares 63,260   61,462   63,340   61,290 


Great Lakes Dredge & Dock Corporation 
Reconciliation of Net Income (Loss) to Adjusted EBITDA from Continuing Operations 
(Unaudited and in thousands) 
                
 Three Months Ended  Nine Months Ended 
 September 30,  September 30, 
  2018   2017   2018   2017 
Net income (loss)$11,702  $(3,228) $1,407  $(24,723)
Loss from discontinued operations, net of income taxes —   —   —   (12,697)
Income (loss) from continuing operations 11,702   (3,228)  1,407   (12,026)
Adjusted for:               
Interest expense—net 8,062   6,417   25,719   18,440 
Income tax provision (benefit) 3,790   (1,308)  549   (7,555)
Depreciation and amortization 12,309   11,206   41,290   38,707 
Loss on extinguishment of debt —   —   —   2,330 
Adjusted EBITDA from continuing operations$35,863  $13,087  $68,965  $39,896 
Excluded for:               
Impact of restructuring 3,190   2,037   5,489   2,037 
Adjusted EBITDA from continuing operations, excluding restructuring$39,053  $15,124  $74,454  $41,933 


Great Lakes Dredge & Dock Corporation 
Selected Balance Sheet Information 
(Unaudited and in thousands) 
            
     Period Ended 
     September 30,  December 31, 
      2018   2017 
            
Cash and cash equivalents    $23,127  $15,852 
Total current assets     217,358   262,184 
Total assets     750,306   832,357 
Total current liabilities     139,774   150,250 
Long-term debt     352,609   428,141 
Total equity     224,435   221,296 


Great Lakes Dredge & Dock Corporation
Revenue and Backlog Data
(Unaudited and in thousands)
           
 Three Months Ended  Nine Months Ended 
 September 30,  September 30, 
Revenues 2018   2017   2018   2017 
Dredging:               
Capital - U.S.$105,934  $30,561  $252,537  $128,634 
Capital - foreign 5,045   5,849   13,847   37,423 
Coastal protection 42,691   40,726   122,673   141,365 
Maintenance 11,581   42,282   38,461   98,532 
Rivers & lakes 13,420   14,444   20,046   33,469 
Total dredging revenues 178,671   133,862   447,564   439,423 
Environmental & infrastructure 25,651   29,667   53,941   73,602 
Intersegment revenue —   (212)  —   (2,263)
Total revenues$204,322  $163,317  $501,505  $510,762 
                


     As of 
     September 30,  December 31,  September 30, 
Backlog     2018   2017   2017 
Dredging:               
Capital - U.S.    $415,291  $383,577  $256,940 
Capital - foreign     —   8,575   12,720 
Coastal protection     121,672   76,460   78,670 
Maintenance     41,313   23,662   54,068 
Rivers & lakes     75,886   19,046   25,444 
Total dredging backlog     654,162   511,320   427,843 
Environmental & infrastructure     34,996   35,357   58,191 
Total backlog    $689,158  $546,677  $486,034 
 

For further information contact:
Abby Sullivan
Investor Relations
630-574-3024