GREAT LAKES DREDGE & DOCK CORP - 10-Q Quarterly Report

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 June 30, 2004

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:
333-64687

Great Lakes Dredge & Dock Corporation

(Exact name of registrant as specified in its charter)

Delaware		13-3634726
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2122 York Road, Oak Brook, IL		60523
(Address of principal executive offices)		(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.

ý Yes o No

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).

o Yes ý No

All of the Company’s common stock is held by a holding company.

As of August 10, 2004, there were outstanding 1,000 shares of Common Stock and zero shares of Preferred Stock.

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 June 30, 2004

INDEX

Part I	Financial Information

	Item 1	Financial Statements (Unaudited)

		Condensed Consolidated Balance Sheets at June 30, 2004 and December 31, 2003	2

		Condensed Consolidated Statements of Operations for the Three and Six Months ended June 30, 2004 and 2003	3

		Condensed Consolidated Statements of Cash Flows for the Six Months ended June 30, 2004 and 2003	4

		Notes to Unaudited Condensed Consolidated Financial Statements	5

	Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17

	Item 3	Quantitative and Qualitative Disclosures About Market Risk	26

	Item 4	Controls and Procedures	26

Part II	Other Information

	Item 6	Exhibits and Reports on Form 8-K	27

Signature			27

Exhibit Index			28

PART I – Financial Information

Great Lakes Dredge & Dock Corporation and Subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited)
(in thousands, except share and per share amounts)

	Successor Basis
	June 30, 2004			December 31, 2003
Assets
Current assets:
Cash and equivalents	$	720		$	2,775
Accounts receivable, net	47,212			64,869
Contract revenues in excess of billings	18,112			11,236
Inventories	15,080			13,603
Prepaid expenses and other current assets	20,662			21,178
Total current assets	101,786			113,661
Property and equipment, net	263,132			264,132
Goodwill	103,972			103,917
Other intangible assets, net	4,529			7,441
Inventories	11,266			10,968
Investments in joint ventures	8,382			7,551
Other assets	12,122			15,274
Total assets	$	505,189		$	522,944

Liabilities and Stockholder’s Equity
Current liabilities:
Accounts payable	$	31,482		$	36,991
Accrued expenses	12,967			15,456
Billings in excess of contract revenues	6,577			8,808
Current maturities of long-term debt	1,950			1,950
Total current liabilities	52,976			63,205
Long-term debt	254,275			256,750
Deferred income taxes	94,515			96,626
Other	8,113			7,632
Total liabilities	409,879			424,213
Minority interest	1,719			1,731
Commitments and contingencies (Note 9)	—			—
Stockholder’s equity:
Common stock, $.01 par value; 1,000 shares issued and outstanding	—			—
Additional paid-in capital	97,000			97,000
Accumulated deficit	(3,679		)	—
Accumulated other comprehensive income	270			—
Total stockholder’s equity	93,591			97,000
Total liabilities and stockholder’s equity	$	505,189		$	522,944

See notes to unaudited condensed consolidated financial statements.

Great Lakes Dredge & Dock Corporation and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)
(in thousands)

	Three Months Ended June 30,					Six Months Ended June 30,
	Successor Basis			Predecessor Basis		Successor Basis		Predecessor Basis
	2004			2003		2004		2003

Contract revenues	$	72,104		$	104,364	$	176,051	$	204,057
Costs of contract revenues	66,259			89,256		153,807		170,911
Gross profit	5,845			15,108		22,244		33,146
General and administrative expenses	6,257			6,499		13,380		13,440
Amortization of intangible assets	1,120			—		2,912		—
Operating income (loss)	(1,532		)	8,609		5,952		19,706