Great Lakes Acquires Terra Contracting, LLC

  Great Lakes Acquires Terra Contracting, LLC

Business Wire

OAK BROOK, Ill. -- January 2, 2013

Great Lakes Dredge & Dock Corporation (NASDAQ:GLDD), the largest provider of
dredging services in the United States and a major provider of commercial and
industrial demolition and remediation services, today announced it has
acquired the assets of Terra Contracting, LLC (“Terra”), one of the nation’s
premier providers of a wide variety of essential services for environmental,
maintenance and infrastructure-related applications for approximately $20
million. Terra’s remediation, maintenance/repair, abatement and emergency
response services provide corporate and governmental customers with one of the
industry’s broadest arrays of project-critical environmental solutions. Seller
proceeds will be used to pay down debt and provide a return of equity to
ownership.

Headquartered in Kalamazoo, MI, Terra employs approximately 200 engineering,
operations and administrative staff and serves customers in more than thirty
states in the environmental, infrastructure, energy, industrial,
transportation, waste water and construction sectors. Terra’s services include
the removal and remediation of contaminated sediment, soil and groundwater,
superfund site clean-ups, hazardous waste removal and brownfield site
restoration, facility and equipment decontamination and decommissioning, tank
cleaning, hazardous materials abatement, emergency response services, and
municipal utility, sewer and wastewater infrastructure maintenance, inspection
and refurbishment.

Great Lakes CEO Jon Berger stated, “The Terra acquisition fits our strategic
vision to gain a stronger foothold in the environmental remediation market.
Terra will broaden our demolition segment with additional services and
expertise as well as expand our footprint in the Midwest. Terra reinforces our
efforts to develop relationships with larger industrial and governmental
clients. Additionally, our rivers & lakes operations can leverage Terra’s
environmental remediation focus to accelerate its participation in the
environmental dredging market.”

President and COO Bruce Biemeck stated, “With Terra comes a seasoned, highly
knowledgeable and experienced management team, including owner Steve Taplin,
all of whom are excited to team with Great Lakes to grow the environmental
remediation business. We look forward to working with the Terra team to
leverage our combined technical expertise and expanded asset base to broaden
the Great Lakes footprint and market reach in this strategic market sector,
while providing Terra with the resources and financial capability to grow into
new services and geographic regions. Steve Taplin has been named President of
the new company, Terra Contracting Services LLC and believes this transaction
will be very positive for the company he founded in 2001.”

President Steve Taplin stated, “I am very proud of the success we have enjoyed
in our business and attribute much of our success to the team which I have
worked with over the years to build a highly respected company. Our dedicated
team enjoys the challenges of the business, but we lack the resources to
continue our growth. In the best interest of our team and their desire to
grow, I have made this decision to ensure continuing opportunities for our
team and the ability to continue to work together to further expand our
business. The transaction has been a very good experience, as it enabled me to
meet and get to know the Great Lakes team, which is a professional and highly
motivated group, much like Terra. We look forward to the opportunities ahead
and are ready to dig in and grow with Great Lakes.”

Terra is expected to generate approximately $45 million of service revenue
with 15% EBITDA margins in 2013, while also generating approximately $20
million of pass through transportation and disposal revenue. Terra will add
approximately $20 million to Great Lakes’ year-end 2012 backlog excluding
project option opportunities.

Use of Adjusted EBITDA

Adjusted EBITDA, as provided herein, represents net income (loss) attributable
to Great Lakes Dredge & Dock Corporation, adjusted for net interest expense,
income taxes, depreciation and amortization expense and debt extinguishment.
Adjusted EBITDA should not be considered an alternative to, or more meaningful
than, amounts determined in accordance with accounting principles generally
accepted in the United States of America (“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 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 its
operating performance and uses Adjusted EBITDA only as a supplement. For
further explanation, please refer to the Company’s SEC filings.

The Company

Great Lakes Dredge & Dock Corporation 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 one of the largest
U.S. providers of commercial and industrial demolition services primarily in
the Northeast. The Company owns a 50% interest in a marine sand mining
operation in New Jersey that supplies sand and aggregate for road and building
construction and a 50% interest in an environmental service operation with the
ability to remediate soil and dredged sediment treatment. Great Lakes employs
over 150 degreed engineers, most specializing in civil and mechanical
engineering, which contributes to its 122-year history of never failing 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. 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 27A of the Securities Act of 1933 (the
"Securities Act"), 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, risks associated with Great Lakes’ leverage, fixed price
contracts, dependence on government contracts and funding, bonding
requirements and obligations, international operations, backlog, severe
weather related costs, uncertainty related to pending litigation, government
regulation, restrictive debt covenants and fluctuations in quarterly
operations, and those factors, risks and uncertainties that are described in
Item 1A “Risk Factors” of Great Lakes’ Annual Report on Form 10-K for the year
ended December 31, 2011, 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.

Contact:

Great Lakes Dredge & Dock Corporation
Katie Hayes, Investor Relations, 630-574-3012
 
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