View:
Download DOC
Download PDF
Download XLS
Form 8-K

 

 

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 15, 2010

 

 

Great Lakes Dredge & Dock Corporation

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware   001-33225   20-5336063

(State or other jurisdiction of

Incorporation or Organization)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

2122 York Road

Oak Brook, Illinois 60523

(Address of Principal Executive Offices)

(630) 574-3000

(Registrant’s telephone number, including area code)

 

 

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 7.01 — Regulation FD Disclosure.

Great Lakes Dredge & Dock Corporation (the “Company”) will be presenting at the Stephens Fall Investment Conference on Tuesday, November 16, 2010 and at the 2010 KeyBanc Capital Markets Engineering, Construction and Utilities Conference on Wednesday, November 17, 2010. The materials to be utilized are attached as Exhibit 99.1 to this report.

The Stephens Fall Investment Conference presentation is scheduled to begin at 8:30 a.m. (ET)/7:30 a.m. (CT). A live webcast of the presentation will be available on the Investor Relations section of the Company’s website at www.gldd.com. The webcast and accompanying slide presentation will be archived on the website within 24 hours and will be available for at least two weeks.

The information in this report (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and shall not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01 — Financial Statements and Exhibits

(d) Exhibits

The following exhibit is furnished herewith:

 

99.1    Presentation Materials.

 

2

 

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
      /s/    BRUCE J BIEMECK        
Date: November 15, 2010    

Bruce J Biemeck

President and Chief Financial Officer

 

3

 

EXHIBIT INDEX

 

Number

   

Exhibit

99.1    Presentation Materials.
Presentation Materials
Great Lakes Dredge & Dock
Investor Presentation
Experience & Leadership
November 2010
Exhibit 99.1

Experience & Leadership
Safe Harbor
This presentation includes “forward-looking”
statements within the meaning of Section 27A of the
Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, the Private Securities
Litigation Reform Act of 1995 or in releases made by the SEC, all as may be amended from time to
time.  Such statements include declarations regarding the intent, belief, or current expectation of
the Company and its management.  The Company cautions that any such forward-looking
statements are not guarantees of future performance, and involve
a number of risks, assumptions
and uncertainties that could cause actual results of the Company
and its subsidiaries, or industry
results, to differ materially from those expressed or implied by
any forward-looking statements
contained herein, including, but not limited to, as a result of the factors, risks and uncertainties
described in other securities filings of the Company made with the SEC, such as the Company’s
most recent Report on Form 10-K.  You should not place undue reliance upon these forward-
looking statements.  Forward-looking statements provided herein are made only as of the date
hereof or as a specified date herein and the Company does not have or undertake any obligation to
update or revise them, unless required by law.
November 2010
2

Experience & Leadership
Who is Great Lakes Dredge & Dock Corporation?
November 2010
3
Avalon & Sea Isle Beach Nourishment
Oresund
Bridge –
International land reclamation
Jacksonville, FL Harbor Deepening
Hunters Point Waterfront Park
Dredge Florida Cutterhead

Experience & Leadership
Great Lakes Highlights
•
Significant growth since 2006
•
Revenue -
three-year CAGR of 13.5%
•
EBITDA -
three-year CAGR of 13.8%
•
Significant investment in PP&E of $125M since 2006
•
Purchased four dredging vessels in 2007 as well as built a piece
of
ancillary equipment
•
Currently upgrading dredge Ohio into world-class cutter suction
dredge
•
Decreased Net Debt / EBITDA from 6.4x at 12/31/05 to 2.4x at
12/31/09 (1.2x September 30, 2010)
•
Over $79M in cash on hand
•
Over $130M of availability on revolving credit facility
November 2010
4

Experience & Leadership
Executive Management
Experience & Leadership
November 2010
5

Experience & Leadership
New Executive Management Team
•
Jonathan Berger –
CEO
•
Member of our Board since December 2006
•
Former Managing Director and Co-head of Corporate Finance for
Navigant Consulting, Inc. and President of Navigant Capital
Advisors, LLC
•
Former partner at KPMG, LLP and past National Partner in charge of
Corporate Finance at KPMG
•
Bruce Biemeck –
President
and CFO
•
Member of our Board since December 2006
•
Senior Vice President, Chief Financial Officer and Treasurer of Great
Lakes from 1991 to 1999
November 2010
6

Experience & Leadership
Why Make the Change?
•
Inject new skills and discipline in management team
•
Increase efforts to drive top line growth
•
Address cyclicality of business
•
Develop and execute a corporate strategy
•
Enhance operating performance
•
Reinvigorate management
Doug
Mackie
remaining
on
as
a
senior
advisor
will
help
execute
a
transition
with
minimal disruption to operations
November 2010
7

Experience & Leadership
Strategy
•
New Strategy (in formulation stage)
•
Must develop a risk-based growth strategy
which takes advantage of our many strengths
•
Complex engineering
•
Maritime construction knowledge
•
Project management
•
Extensive and versatile fleet
•
Strong balance sheet
•
Areas to explore
•
Domestic dredging markets we do not
participate in
•
International dredging
•
Environmental services
•
Other maritime related business
•
Aggregate mining and sales
•
Specialty construction
November 2010
•
Historical Strategy (through Private Equity ownership)
•
Ride the cyclical wave of domestic dredging, pay down debt and opportunistically
take advantage of international markets
8

Experience & Leadership
Dredging
Experience & Leadership
November 2010
Innovative Civil Engineering Solutions Since 1890
9

Experience & Leadership
Domestic Dredging Market
November 2010
10

Experience & Leadership
Foreign Dredging Market
November 2010
11

Experience & Leadership
Dredging Overview
Deepening ports, land reclamation, and 
excavation of underwater trenches
Maintenance
Maintaining depth of shipping channels
November 2010
•
Army Corps of Engineers (Largest)
•
Port authorities
•
State and local governments
•
Foreign governments 
•
Prime contractors on turn-key projects
•
Private entities (e.g., oil companies, utilities)
Customers
Beach Nourishment
Creating and rebuilding beaches
Capital
12

Experience & Leadership
Large and Flexible Fleet in U.S and International Markets
Types of Dredges
Hydraulic
•
11 Vessels: 7 U.S., 4 Middle East
(10 U.S. flagged)
•
Including the only two large electric
cutterhead
dredges available in the
U.S. for environmentally sensitive
regions requiring lower emissions
Hopper
•
10 Vessels: 4 U.S., 5 Middle
East, 1 Brazil (4 U.S. flagged)
•
Highly mobile, able to operate in
rough waters
•
Little interference with other
ship traffic
Mechanical
•
5 Vessels: All U.S  (All U.S. flagged)
•
Operates one of two environmentally
friendly electric clamshell dredges in
the U.S.
•
Maneuverability in tight areas such
as docks and terminals
Estimate fleet replacement cost in excess of $1.5 billion in current market
November 2010
Dredge Texas at Boca Raton
Dredge Liberty Island at Melbourne
Beach
Dredge GL 55 at Upper Chesapeake
13
25 Material Transportation Barges and Over 160 Other Specialized Support Vessels

Experience & Leadership
Our Intellectual Property and Human Capital are a Competitive Advantage
November 2010
14

Experience & Leadership
Industry and Company Overview
November 2010
15

Experience & Leadership
Attractive Catalysts in the Dredging Market
•
Maintenance Dredging
•
Harbor Maintenance Trust Fund legislation passage could add $500M to the
Company’s bid market
•
Panama Canal expansion leads to U.S. port deepening
•
Coastal Restoration throughout Gulf Area
•
Levee repair/replacement throughout U.S.
November 2010
Bayou Dupont, LA
Coastal Restoration
Dredge California and GL 55 at Pass a Loutre
Coastal Restoration
16

Experience & Leadership
Capital
Berm construction off Louisiana coast
17

Experience & Leadership
(in millions)
Three Year Average
FY 2009
YTD 2010
Bid Market Size
$296
$310
$ 275
GLDD Revenue
$162
$203
$220
Domestic Dredging Industry Demand Drivers
Capital
•
U.S. ports 5'–10' shallower vs. foreign ports
•
Domestic port development required to
support larger, deeper draft ships
•
Long-term funding for wetland and coastal marshes
•
Other port development
Note: YTD data is as of September 30, 2010.
November 2010
Berm construction off Louisiana coast
18

Experience & Leadership
Beach Nourishment
Avalon & Sea Isle Beaches, NJ
19

Experience & Leadership
(in millions)
Three Year Average
FY 2009
YTD 2010
Bid Market Size
$151
$183
$ 38
GLDD Revenue
$
72
$
62
$
86
Domestic Dredging Industry Demand Drivers
Beach Nourishment
•
Storm activity/natural erosion
•
Growing population in coastal communities
•
22 of the 25 most densely populated U.S. counties are
coastal
•
Importance of beach assets to recreation and local tourism
industry
•
Anticipate robust market opportunities in next 12 months
November 2010
Note: YTD data is as of September 30, 2010.
Melbourne Beach
20

Experience & Leadership
Maintenance
Newburyport, MA
21

Experience & Leadership
(in millions)
Three Year Average
FY 2009
YTD 2010
Bid Market Size
$395
$645
$ 345
GLDD Revenue
$117
$175
$ 97
Domestic Dredging Industry Demand Drivers
Maintenance
•
Corps of Engineers’
goal is to reach 95% of U.S. port operating
capacity
•
Natural sedimentation and volatile weather
•
New capital projects increase need for ongoing maintenance
•
57% of 2009 domestic bid market was maintenance work
November 2010
Note: YTD data is as of September 30, 2010.
Dredge 54 at NYCT Berth
22

Experience & Leadership
International -
A Path for Future Growth
Reem
Island at Port of Natal, Brazil
23

Experience & Leadership
(in millions)
Three Year Average
FY 2009
YTD 2010
GLDD Revenue
$149
$134
$
60
Great Lakes is Well Positioned to Compete Globally
International
•
International projects tend to be larger/ longer duration vs. domestic
projects
•
Middle East has been a strong market historically, and is expected to
provide good opportunities in the future
•
Upgrade of the dredge Ohio expected to be completed by year end.
Will
allow us to meet future demand anticipated in Middle East
•
Deepening project in Brazil began in September
•
Strong market ahead in Brazil
November 2010
Note: YTD data is as of September 30, 2010.
Carolina at ASYR Shipyard, Bahrain
24

Experience & Leadership
Largest Provider of Dredging
28%
10%
8%
21%
33%
Foreign
Capital
Maintenance
Beach
Demolition
2009 REVENUE BY WORK TYPE
$622 million
8%
9%
47%
7%
29%
Great Lakes
Norfolk
Weeks
Manson
Other
2009 DOMESTIC DREDGING BID
MARKET SHARE
Domestic Bid Market: $1,137 million
29%
19%
16%
13%
23%
Foreign
Capital
Maintenance
Beach
Demolition
5 YEAR AVERAGE REVENUE BY
WORK TYPE
Average 5 Year Revenue: $515 million
9%
24%
5%
42%
20%
Great Lakes
Norfolk
Weeks
Manson
Other
5 YEAR AVERAGE DOMESTIC DREDGING
BID MARKET SHARE
Average 5 Year Bid Market: $793
November 2010
25

Experience & Leadership
(in millions)
Three Year Average
FY 2009
YTD 2010
Demolition Revenue
$
75
$
48
$
51
Demolition Services -
The Preferred Demolition Contractor in New England
NASDI and Yankee Environmental Services
•
Major U.S. provider of commercial and industrial demolition services; primarily
in New England
•
Purchased Yankee in 2009; able to offer removal of asbestos and hazardous
materials
•
Successfully gaining foothold in New York market over last year
•
Maintained over $50 million in backlog throughout 2010
•
Strong bonding capacity
November 2010
Note: YTD data is as of September 30, 2010.
Massachusetts Mental Health Hospital
26

Experience & Leadership
Financial Highlights
Experience & Leadership
November 2010
27

Experience & Leadership
Financial Performance
0
100
200
300
400
500
600
$700
2006
2007
2008
2009
Sept. 30,
2009
Sept. 30,
2010
Capital
Maintenance
Beach
Foreign
Demolition
$81.5
$64.0
$77.6
$55.9
$57.5
$52.6
12.3%
11.1%
9.5%
12.5%
15.8%
13.9%
(10)
10
30
50
70
2006
2007
2008
2009
Sept. 30,
2009
Sept. 30,
2010
0.0%
4.0%
8.0%
12.0%
16.0%
20.0%
Dredging
Demolition
% EBITDA Margin
ANNUAL REVENUE
3 year CAGR = 13.5%
ANNUAL EBITDA
(a)
3 year CAGR =
13.8%
(a)
EBITDA represents net income (loss), adjusted for net interest expense, income taxes, depreciation and amortization expense. Please see reconciliation of
Net Income to EBITDA at the end of this presentation.
Note: Great Lakes went public in December 2006
November 2010
($ in millions)
$426.0
$515.8
$586.9
$622.2
$461.7
$514.9
28

Experience & Leadership
Improved Financial Flexibility
$16.8
(b)
$12.7
$29.8
$111.0
(a)
$44.5
$25.7
0.0
20.0
40.0
60.0
80.0
100.0
$120.0
2005
2006
2007
2008
2009
September
30, 2010
Maintenance
Growth
6.4x
3.6x
3.3x
3.7x
2.4x
1.2x
0.0
1.0
2.0
3.0
4.0
5.0
6.0
7.0x
2005
2006
2007
2008
2009
September
30, 2010
Net Debt / EBITDA
(a)
Growth capital expenditures during the year of 2007 includes the purchase of four vessels.
(b)
Includes $4.3m related to the upgrade of the dredge Ohio
CAPEX
LEVERAGE
November 2010
($ in millions)
29

Experience & Leadership
0
100
200
300
400
500
2006
2007
2008
2009
Sept. 30, 2010
Capital
Maintenance
Beach
Foreign
Demolition
Backlog
BY SEGMENT
November 2010
$276 (b)
$382
$385 (a)(b)
$360
$369
(a)
Foreign
backlog
at
December
31,
2008
has
been
adjusted
for
the
portion
of
the
Diyar
contract
that
became
an
option
pending
award
in
the
first
quarter
of
2009
(b)
Option
was
awarded
in
October
2010
but
not
included
in
September
30,
2010
backlog
($ in millions)
30

Experience & Leadership
Investment Highlights
•
Attractive near and long-term catalysts in U.S dredging market
•
Harbor Maintenance Trust Fund secures funding for long-term maintenance demand
•
Other sources of dredging demand include coastal restoration, port deepening and port development
and levee repair/replacement
•
Strong financial performance and improved financial flexibility
•
Revenue –
3 year CAGR 13.5%, EBITDA –
3 year CAGR 13.8%
•
EBITDA growth from $45.1 million in 2005 to $77.6 million in 2009 ($81.5m September 30, 2010 YTD)
•
Decreased Net Debt / EBITDA from 6.4x in 2005 to 2.4x in 2009 (1.2x at September 30, 2010)
•
International Presence
•
Only U.S. dredger with significant foreign presence
•
Flexible fleet enables repositioning of vessels as necessary
•
Demonstrated record of successful project completion never having failed to complete a project
•
Expanding demolition business
•
Opportunistic acquirer of dredging assets
November 2010
31

Experience & Leadership
Appendix
Experience & Leadership
November 2010
32

Experience & Leadership
Reconciliation of Net Income to EDITDA
November 2010
$81.5
26.0
18.1
9.6
$27.8
2010
$64.0
24.6
10.7
12.3
$16.4
2009
Nine Months
Ended Sept. 30
$52.6
25.1
1.0
24.3
$2.2
2006
Fiscal Year Ending December 31,
$57.5
26.5
6.4
17.5
$7.1
2007
$77.6
33.0
11.0
16.1
$17.5
2009
$55.9
30.1
3.8
17.0
$5.0
2008
Depreciation and Amortization
($ in millions)
Net Income Attributable to Great Lakes Dredge
& Dock Corporation
Interest Expense
Income Tax Expense
EBITDA
33

Experience & Leadership
0
20
40
60
80
100
120
140
12/31/2006
12/31/2007
12/31/2008
12/31/2009
11/11/2010
GLDD
ORN
STRL
GVA
Stock Performance
Initial Investment $100
*Note: ORN, STRL, and GVA were selected as GLDD’s
three closest peers
34

Experience & Leadership
Stock Performance
Initial Investment $100
40
50
60
70
80
90
100
110
120
130
140
12/31/2006
12/31/2007
12/31/2008
12/31/2009
11/11/2010
GLDD
Peers
NASDAQ
Russel 2K
35