<PAGE>
===========================================================================
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1994
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 I-5259
____________________
PITT-DES MOINES, INC.
(Exact name of registrant as specified in its charter)
Commonwealth of Pennsylvania 25-0729430
(State of other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification No.)
3400 Grand Avenue, Pittsburgh, PA 15225
(Address of Principal Executive Offices) (Zip Code)
(412) 331-3000
(Registrant's Telephone Number, including Area Code)
____________________
Indicate by check 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 X No _____
-----
On June 30, 1994, 2,323,978 shares of Common Stock were outstanding.
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<PAGE>
TABLE OF CONTENTS
Page
Part I - Financial Information
Item 1. Financial statements 3
Item 2. Management's discussion and analysis of
financial condition and results of operations 10
Part II - Other Information
Item 1. Legal proceedings 12
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 6. Exhibits and reports on Form 8-K 12
Signatures 13
Exhibit Index 14
2
<PAGE>
Part I. Financial Information
Item 1. Financial Statements
PITT-DES MOINES, INC.
Consolidated Statements of Income
(Unaudited)
<TABLE>
<CAPTION>
For the three months ended
June 30,
--------------------------
<S> <C> <C>
(in thousands, except per share amounts) 1994 1993
-------- --------
Earned revenue $105,818 $ 90,374
Cost of earned revenue (93,814) (82,995)
-------- --------
Gross profit from operations 12,004 7,379
Selling, general and administrative expenses (9,309) (9,847)
-------- --------
Income (loss) from operations 2,695 (2,468)
Other income/(expense):
Interest income 133 112
Interest expense 0 (14)
Gain on sale of assets 839 603
Miscellaneous, net 28 (90)
-------- --------
1,000 611
-------- --------
Income (loss) before income taxes 3,695 (1,857)
Income taxes (credits) 1,465 (770)
-------- --------
Net income (loss) $ 2,230 $ (1,087)
======== ========
Per Share
Net income (loss) $ .96 $ (.47)
Dividend paid $ .225 $ .225
Average common shares outstanding (in 000's) 2,324 2,324
</TABLE>
See Notes to Consolidated Financial Statements.
3
<PAGE>
Item 1. Financial Statements (Continued)
PITT-DES MOINES, INC.
Consolidated Statements of Income and Retained Earnings
(Unaudited)
<TABLE>
<CAPTION>
For the six months ended
June 30,
------------------------
<S> <C> <C>
(in thousands, except per share amounts) 1994 1993
--------- ---------
Earned revenue $ 204,301 $ 172,283
Cost of earned revenue (182,617) (156,822)
--------- ---------
Gross profit from operations 21,684 15,461
Selling, general and administrative expenses (18,444) (19,528)
--------- ---------
Income (loss) from operations 3,240 (4,067)
Other income/(expense):
Interest income 269 279
Interest expense (81) (28)
Gain on sale of assets 835 596
Miscellaneous, net 36 (56)
--------- ---------
1,059 791
--------- ---------
Income (loss) before income taxes 4,299 (3,276)
Income taxes (credits) 1,699 (1,310)
--------- ---------
Net income (loss) $ 2,600 $ (1,966)
========= =========
Per Share
Net income (loss) $ 1.12 $ (.85)
Dividend paid $ .45 $ .45
Average common shares outstanding (in 000's) 2,324 2,323
CONSOLIDATED RETAINED EARNINGS
Balance at the beginning of year $ 69,056 $ 70,314
Net income (loss) 2,600 (1,966)
Dividends paid (1,046) (1,046)
Other 0 24
-------- --------
Balance at end of period $ 70,610 $ 67,326
======== ========
</TABLE>
See Notes to Consolidated Financial Statements.
4
<PAGE>
Item 1. Financial Statements (Continued)
PITT-DES MOINES, INC.
Consolidated Statements of Financial Condition
<TABLE>
<CAPTION>
June 30, December 31,
1994 1993
-------- ------------
<S> <C> <C>
(in thousands)
Assets
Current Assets
Cash and cash equivalents $ 4,227 $ 15,946
Accounts receivable including retentions
(less allowances: 1994-$1,240; 1993-$976) 75,358 60,782
Inventories 20,615 18,119
Costs and estimated profits in excess
of billings 24,382 28,619
Deferred income taxes 7,939 7,939
Prepaid expenses 2,292 1,595
-------- --------
Total Current Assets 134,813 133,000
Investments and Other Assets 6,862 6,620
Property, Plant and Equipment
Land 7,304 7,351
Buildings 29,443 30,456
Machinery and equipment 62,335 59,937
-------- --------
99,082 97,744
Allowances for depreciation (60,885) (59,561)
-------- --------
Net Property, Plant and Equipment 38,197 38,183
-------- --------
$179,872 $177,803
======== ========
</TABLE>
See Notes to Consolidated Financial Statements.
5
<PAGE>
Item 1. Financial Statements (Continued)
PITT-DES MOINES, INC.
Consolidated Statements of Financial Condition
<TABLE>
<CAPTION>
June 30, December 31,
1994 1993
(in thousands) -------- ------------
<S> <C> <C>
Liabilities
Current Liabilities
Accounts payable $ 33,848 $ 41,326
Accrued compensation, related taxes and benefits 10,225 9,082
Other accrued expenses 4,589 3,963
Accrued expenses related to flood 3,393 4,272
Billings in excess of costs and estimated
profits 14,332 10,320
Income taxes 2,640 1,149
Casualty and liability insurance 14,082 12,609
-------- --------
Total Current Liabilities 83,109 82,721
Deferred Income Taxes 5,737 5,701
Minority Interest 999 908
Contingencies and Commitments
Stockholders' Equity
Preferred stock - par value $.01 per share;
authorized 3,000,000 shares; issued - none
Common stock - no par value; authorized
15,000,000 shares; issued 2,982,156 shares 33,549 33,549
Retained earnings 70,610 69,056
-------- --------
104,159 102,605
Treasury stock at cost
(1994 and 1993 - 658,178 shares) (14,132) (14,132)
-------- --------
Total Stockholders' Equity 90,027 88,473
-------- --------
$179,872 $177,803
======== ========
</TABLE>
See Notes to Consolidated Financial Statements.
6
<PAGE>
Item 1. Financial Statements (Continued)
PITT-DES MOINES, INC.
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
For the six months ended
June 30,
--------------------------
1994 1993
------------ ------------
<S> <C> <C>
Cash Flow From Operating Activities
Net income (loss) $ 2,600 $ (1,966)
Adjustments to reconcile net income(loss) to net
cash utilized by operating activities:
Depreciation 2,838 2,420
Gain on sale of assets (835) (596)
Minority interest, net of dividends paid (10) (36)
Other non-cash credits, net (240) (580)
Change in certain assets and liabilities
(using) or providing cash:
Accounts receivable (14,576) (9,264)
Inventories (2,496) (303)
Prepaid expenses (713) (1,019)
Costs, estimated profits and billings, net 8,249 6,406
Accounts payable (7,377) (8,352)
Accrued liabilities 2,363 3,599
Income taxes 1,543 (1,176)
-------- --------
Net cash utilized by operating activities (8,654) (10,867)
Cash Flows from Investing Activities
Capital expenditures (2,938) (1,339)
Proceeds from sales of assets 921 792
Change in investments and other assets (2) 37
-------- --------
Net cash utilized by investing activities (2,019) (510)
Cash Flows from Financing Activities
Proceeds from debt obligations 6,000 0
Payments of debt obligations (6,000) (437)
Dividends paid (1,046) (1,046)
Other 0 76
-------- --------
Net cash utilized by financing activities (1,046) (1,407)
-------- --------
Decrease in cash and cash equivalents (11,719) (12,784)
Cash and cash equivalents at beginning of year 15,946 19,944
-------- --------
Cash and cash equivalents at end of period $ 4,227 $ 7,160
======== ========
</TABLE>
See Notes to Consolidated Financial Statements.
7
<PAGE>
Item 1. Financial Statements (Continued)
PITT-DES MOINES, INC.
Notes to Consolidated Financial Statements
(Unaudited)
Note A. Basis of Presentation
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the six months ended June 30, 1994 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 1994. The December 31, 1993 Consolidated Statement of Financial
Condition was derived from audited financial statements. For further
information, refer to the consolidated financial statements and footnotes
thereto included in the Company's Annual Report on Form 10-K for the year
ended December 31, 1993.
Note B. Costs and Estimated Profits on Uncompleted Contracts
Costs and estimated profits on uncompleted contracts are summarized as
follows:
<TABLE>
<CAPTION>
June 30, December 31,
(in thousands) 1994 1993
---------- ------------
<S> <C> <C>
Costs incurred on uncompleted contracts $501,677 $413,203
Estimated profits 55,411 45,267
--------- ---------
557,088 458,470
Less: Billings to date (547,038) (440,171)
--------- ---------
$ 10,050 $ 18,299
========= =========
</TABLE>
Costs, estimated profits and billings on uncompleted contracts are included
in the accompanying Consolidated Statements of Financial Condition under the
following captions:
<TABLE>
<CAPTION>
June 30, December 31,
(in thousands) 1994 1993
--------- ----------
<S> <C> <C>
Costs and estimated profits in excess of billings $ 24,382 $ 28,619
Billings in excess of costs and estimated profits (14,332) (10,320)
-------- --------
$ 10,050 $ 18,299
======== ========
</TABLE>
Note C. Contingencies
There are various claims and legal proceedings against the Company arising
from the normal course of business. As previously reported, in May 1984,
Washington Public Power Supply System ("WPPSS") filed a complaint against the
Company and its surety in the United States District Court for the Eastern
District of Washington. Various claims in connection with retrofit work
performed by the company at Nuclear Unit #2, Hanford, Washington, were alleged.
Four alternative damages theories were presented, ranging in amounts from $53
million to $86 million.
In January 1986, the District Court granted partial summary judgment and
dismissed some of WPPSS' claims. After a trial in June 1986, and a jury verdict
favorable to the company, the Court entered final judgment dismissing all the
claims of WPPSS against the Company. WPPSS filed a notice of appeal to the
United States Court of Appeals for the Ninth Circuit. In May 1989, the Court of
Appeals affirmed the judgment of the District Court that the company was not
liable for breach of
8
<PAGE>
Item 1. Financial Statements (Continued)
Note C. Contingencies (Continued)
warranties in connection with its construction of the retrofit of the
containment vessel at Nuclear Unit #2, Hanford, Washington. However, the Court
of Appeals remanded the case to the District Court for a determination of
whether WPPSS had released its claims against the Company for breach of contract
with respect to the Company's retrofit contract.
After several preliminary rulings in 1990 in favor of the Company, the
District Court entered an order dismissing WPPSS' complaint with prejudice on
May 1, 1991.
In an order filed January 26, 1993, the United States Court of Appeals
affirmed the judgment of the District Court in part, but reversed and again
remanded the case to the District Court for determination of whether WPPSS had
released its claims against the Company for breach of contract with respect to
the retrofit contract, including its original claims for consequential damages.
A jury trial was held in the District Court commencing June 27, 1994. On
July 11, 1994, the jury returned a verdict in the Company's favor, ruling that
WPPSS has no breach of contract claims against the Company by reason of the
containment vessel retrofit. WPPSS has filed certain post trial motions in the
District Court concerning the trial and the verdict. WPPSS may also appeal.
Although counsel is unable to predict with certainty the ultimate outcome,
management and counsel believe the Company has significant and meritorious
defenses to any claims, and intend to pursue them vigorously.
The Company's operations, including idle facilities and other property, are
subject to and affected by federal, state and local laws and regulations
regarding the protection of the environment. The Company accrues for
environmental costs where such obligations are either known or considered
probable and can be reasonably estimated.
The Company is participating as a potentially responsible party (PRP) at
several different sites pursuant to proceedings under the Comprehensive
Environmental Response, Compensation and Liability Act (CERCLA). Other parties
have also been identified as PRP's at the sites. Investigative and/or remedial
activities are ongoing. The Company believes, based upon information presently
available to it, that such future costs will not have a material effect on the
Company's financial position, results of operations or liquidity. However, the
imposition of more stringent requirements under environmental laws or
regulations, new developments or changes regarding site cleanup costs or the
allocation of such costs among PRP's or a determination that the Company is
potentially responsible for the release of hazardous substances at sites other
than those currently identified, could result in additional costs.
Management believes it is improbable that the ultimate outcome of any matter
currently pending against the Company will materially affect the financial
position of the Company; accordingly, no provision for such liability has been
recorded in the accompanying financial statements.
Note D. Commitments
The Company entered into agreements with members of the Jackson family,
principal stockholders, to purchase shares of the Company's Common Stock upon
the stockholder's death. The price for such purchases will be the closing price
of the Common Stock on the American Stock Exchange on the date of such
stockholder's death. A portion of this outstanding commitment for 44,800 shares
is now fixed at $1.4 million as of January 10, 1994. The remaining outstanding
commitment for 80,000 shares was $2.2 million based on the closing sale price of
the Company's Common Stock on June 30, 1994.
9
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
RESULTS OF OPERATIONS
Three months ended June 30, 1994 compared with three months ended June 30, 1993.
The Company reported net income of $2.2 million, or $.96 per share, on earned
revenue of $105.8 million for the three months ended June 30, 1994 compared with
a net loss of $1.1 million, or $.47 per share, on earned revenue of $90.4
million for the three months ended June 30, 1993.
Earned revenue increased 17 percent primarily as a result of improvements in
market and economic conditions at the Engineered Construction Division and
increased volume at the Company's Steel Service Centers.
The increase in operating profitability, particularly at the Engineered
Construction Division, contributed significantly to the turnaround in net income
for the second quarter of 1994 when compared to the second quarter of 1993.
The gain on the sale of idle property recorded in the three months ended June
30, 1994 positively impacted other income as compared to the same period in
1993.
New awards for the three months ended June 30, 1994 were $100.0 million compared
to $88.3 million for the same period in 1993.
The effective federal and state income tax rates were slightly lower at 39.6%
for the second quarter of 1994 compared with 41.5% for the second quarter of
1993. There was no significant difference between the effective tax rate and
the statutory tax rate for the second quarter of 1994 and 1993.
Six months ended June 30, 1994 compared with six months ended June 30, 1993.
For the six months ended June 30, 1994, the Company reported net income of $2.6
million, or $1.12 per share, on earned revenue of $204.3 million. These results
compare with a net loss of $2.0 million, or $.85 per share, on earned revenue of
$172.3 million.
All of the Company's business segments, with the exception of CVI, have
contributed to the increases in earned revenue and operating profitability.
New awards were $194.8 million for the six months ended June 30, 1994 compared
to $226.6 million which included a $68.0 million award for the McCormick Place
Exhibition Center for the same period in 1993. During 1994, expected margins on
new awards have improved considerably when compared to 1993.
Backlog at June 30, 1994 was $180.3 million, down five percent from the level
reported at year end 1993.
The effective federal and state income tax rates were 39.5% for the period ended
June 30, 1994, relatively unchanged from 40.0% for the same period in 1993.
There was no significant difference between the effective tax rate and the
statutory tax rate for each of these periods.
OTHER
Unexpected damage to steel framed buildings was caused by the January 1994
Northridge, California earthquake. Resulting weld failures and pending
industry-wide solutions make it impossible to predict the impact, if any, on the
Company's structural steel business.
On July 15, 1994, the Company announced that it signed a Letter of Intent to
enter into a Definitive Agreement to purchase the bridge fabricating assets of
Phoenix Steel, Inc. in Eau Claire, Wisconsin.
10
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations (Continued)
On August 10, 1994, the Company announced that it signed a non-binding Letter of
Intent with Chart Industries Inc. whereby a Chart subsidiary, Process Systems
International Inc., would acquire CVI Incorporated, a wholly owned subsidiary of
Pitt-Des Moines, Inc.
LIQUIDITY AND CAPITAL RESOURCES
During the first six months of 1994, the Company's primary source of liquidity
was cash and cash equivalents and borrowings under the revolving credit
commitment, which sources financed working capital requirements, capital
expenditures and dividends. On June 30, 1994, cash and cash equivalents were
$4.2 million compared with $15.9 million on December 31, 1993.
Cash and cash equivalents decreased $11.7 million for the first six months of
1994. This decrease was primarily due to an increase in accounts receivable and
a decrease in accounts payable, offset by a net increase in contract related
billings over costs. Working capital increased slightly from $50.3 million on
December 31, 1993 to $51.7 on June 30, 1994.
Capital expenditures were $2.9 million and $1.3 million for the six months ended
June 30, 1994 and 1993, respectively. In 1994, capital expenditures were
primarily for plant, construction and computer equipment while expenditures in
1993 were primarily for plant renovations and plant and construction equipment.
Total capital expenditures for the year ending December 31, 1994, which are
expected to be internally financed, should approximate $5.0 million. In
addition, the Company intends to continue to pursue acquisition opportunities
closely aligned with the existing core business.
The Company paid total cash dividends of $.45 per common share for the first six
months of 1994. On July 28, 1994, the Board of Directors declared a cash
dividend of $.225 per common share payable September 30, 1994 to stockholders of
record on September 16, 1994. The payment of future dividends will be evaluated
based on business conditions.
Under cash flows from financing activities, the Company borrowed $6.0 million
from the revolving credit commitment, to cover short-term requirements during
the quarter ended March 31, 1994. The Company reduced these obligations, by the
same amount, utilizing cash and cash equivalents during the period ended March
31, 1994.
The Company has on hand and access to sufficient sources of funds to meet its
anticipated operating, expansion and capital needs. These sources include cash
on hand and a $30 million unsecured revolving credit facility which matures on
December 31, 1996. This facility contains an annual option to renew for an
additional one-year period, subject to lender approval. On June 30, 1994, $13.0
million of this facility was committed to support stand-by letters of credit.
On August 4, 1994, the Company borrowed $9.0 million under this facility for
working capital requirements. The Company expects to repay this obligation out
of working capital by the end of the year.
As described in the Notes to Consolidated Financial Statements under the caption
Commitments, the Company has an outstanding commitment to purchase certain
shares of its Common Stock from members of the Jackson family, principal
stockholders, upon the stockholder's death. As of January 10, 1994, a portion
of this outstanding commitment for 44,800 shares is now fixed at $1.4 million.
The remaining outstanding commitment for 80,000 shares was $2.2 million based on
the closing sale price of the Company's Common Stock on June 30, 1994.
11
<PAGE>
Part II - Other Information
Item 1. Legal Proceedings
Refer to Part I Item 1, "Note C - Contingencies" of the Notes to
Consolidated Financial Statements for information, which information is
incorporated herein by reference.
Item 4. Submission of Matters to a Vote of Security Holders
On May 26, 1994, the Company held its annual stockholders meeting. The
two matters voted upon at the annual meeting were the election of three
directors and the ratification of the appointment of Ernst & Young as
auditors for the year ending December 31, 1994.
Each of the Company's nominees for director was reelected at the annual
meeting. The total number of votes cast for the election of directors
was 2,104,805. Following is a separate tabulation with respect to each
director:
<TABLE>
<CAPTION>
Votes For Votes Withheld
--------- --------------
<S> <C> <C>
J. C. Bates 2,079,821 24,984
P. O. Elbert 2,079,845 24,960
W. W. McKee 2,080,006 24,799
</TABLE>
The total number of votes cast for the ratification of the appointment of
Ernst & Young as auditors for the year ending December 31, 1994, was
2,104,805 with 2,057,170 votes for, 9,423 votes against and 38,212 votes
abstained.
There were no broker nonvotes with respect to the two matters voted upon.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 4.1 - Fourth Amendment dated June 24, 1994 to Credit Agreement
filed as Exhibit 4.1 to the Company's annual report on Form 10-K for the
year ended December 31, 1993.
Exhibit 11.1 - Computation of earnings per share for the three months
ended June 30, 1994 and 1993.
Exhibit 11.2 - Computation of earnings per share for the six months ended
June 30, 1994 and 1993.
(b) Reports on Form 8-K.
There have been no reports on Form 8-K filed by the Company during the
six months ended June 30, 1994.
12
<PAGE>
Signatures
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 thereunto duly authorized.
Pitt-Des Moines, Inc.
-------------------------------
(Registrant)
Principal Executive Officer:
Date: August 12, 1994 By: /s/ W. W. McKee
---------------------------
W. W. McKee
(President and
Chief Executive Officer)
Principal Financial Officer:
Date: August 12, 1994 By: /s/ R. A. Byers
--------------------------
R. A. Byers
(Vice President
Finance and Treasurer)
13
<PAGE>
EXHIBIT INDEX
Exhibit
Number Page
- - ------- ----
4.1 Fourth Amendment dated June 24, 1994 to Credit Agreement
filed as Exhibit 4.1 to the Company's annual report on
Form 10-K for the year ended December 31, 1993 15
11.1 Computation of earnings per share for the three
months ended June 30, 1994 and 1993 18
11.2 Computation of earnings per share for the six
months ended June 30, 1994 and 1993 19
14
<PAGE>
Exhibit 4.1
FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
THIS FOURTH AMENDMENT ("Fourth Amendment") made as of June 24, 1994, by and
among PITT-DES MOINES, INC., a Pennsylvania corporation, as borrower (the
"Borrower"), PNC BANK, NATIONAL ASSOCIATION (formerly Pittsburgh National Bank),
WELLS FARGO BANK, N.A. and AMERICAN NATIONAL BANK, as lenders (individually
"PNC", "Wells" and "American" and a "Bank" and collectively the "Banks"), PNC
BANK, NATIONAL ASSOCIATION (formerly Pittsburgh National Bank) as agent for the
Banks (in such capacity the "Agent"), and PNC BANK, NATIONAL ASSOCIATION
(formerly Pittsburgh National Bank), as the issuer of Letters of Credit (in such
capacity the "Issuing Bank"), amends certain provisions of that certain Amended
and Restated Credit Agreement dated as of June 30, 1992 as previously amended by
the First Amendment to Amended and Restated Credit Agreement dated as of
November 10, 1992, the Second Amendment to Amended and Restated Credit Agreement
dated as of June 10, 1993 and the Third Amendment to Amended and Restated Credit
Agreement dated as of December 16, 1993 (said Credit Agreement as amended herein
the "Original Credit Agreement").
WITNESSETH:
WHEREAS, the Borrower, the Banks, the Issuing Bank and the Agent wish to amend
the Original Credit Agreement as provided herein.
NOW, THEREFORE, in consideration of the mutual promises and the mutual
covenants made herein and in the Original Credit Agreement and other valuable
consideration and with the intent to be legally bound hereby, the parties hereto
agree as follows:
ARTICLE I
AMENDMENTS TO ORIGINAL CREDIT AGREEMENT
Section 1.01 AMENDMENT TO SUBSECTION 9.1 OF ORIGINAL CREDIT AGREEMENT. The
following definition set forth in Subsection 9.1 of the Original Credit
Agreement is hereby amended and restated as follows:
"Maturity Date" means December 31, 1996 or such later date as is ultimately
determined in accordance with Subsection 1.1g hereof.
Section 1.02 NO OTHER AMENDMENTS. The amendment to the Original Credit
Agreement set forth in Section 1.01 does not either implicitly or explicitly
alter, waive or amend, except as expressly provided in this Fourth Amendment,
the provisions of the Original Credit Agreement. The amendment set forth in
Section 1.01 hereof does not waive, now or in the future, compliance with any
other covenant, term or condition to be performed or complied with nor does it
impair any rights or remedies of the Banks, the Issuing Bank or the Agent under
the Original Credit Agreement with respect to any such violation.
ARTICLE II
BORROWER'S SUPPLEMENTAL REPRESENTATIONS
As an inducement to the Banks, the Issuing Bank and the Agent to enter into
this Fourth Amendment hereunder, the Borrower represents and warrants that:
Section 2.01. INCORPORATION BY REFERENCE. Borrower hereby incorporates
herein by reference and repeats herein for the benefit of the Banks, the Issuing
Bank and the Agent the representations and warranties made by it in Sections 3.1
through 3.20, both inclusive, of the Original Credit Agreement and for purposes
hereof such representations and warranties, shall be deemed to extend to and
cover this Fourth Amendment.
ARTICLE III
MISCELLANEOUS
Section 3.01 RATIFICATION OF TERMS. This Fourth Amendment shall be construed
in connection with and as part of the Original Credit Agreement. Except as
expressly amended by this Fourth Amendment, the Original Credit Agreement and
each and every representation, warranty, covenant, term and condition contained
therein is specifically ratified and confirmed.
15
<PAGE>
Section 3.02 COUNTERPARTS. This Fourth Amendment may be executed in any
number of counterparts and by the different parties hereto on separate
counterparts, each of which when so executed and delivered shall be an original,
but all of which together shall constitute one and the same instrument.
Delivery of an executed counterpart of a signature page to this Fourth Amendment
by telecopier shall be effective as of delivery of a manually executed
counterpart of this Fourth Amendment.
Section 3.03 CAPITALIZED TERMS. Except for proper nouns and as otherwise
defined herein, capitalized terms used herein shall have the meanings ascribed
to them in the Original Credit Agreement, as amended hereby.
Section 3.04 CONDITIONS PRECEDENT. This Fourth Amendment shall become
effective (the "Amendment Effective Date") on the date on which Borrower shall
provide to the Banks, the Issuing Bank and the Agent the following:
(A) A duly executed counterpart original of this Fourth Amendment;
(B) A certificate of the chief financial officer of the Borrower
certifying that, as of the date of this Fourth Amendment, no Event of Default
shall have occurred and be continuing and no event, condition, act or omission
has occurred and is continuing which, with the passage of time, the giving of
notice or both, would constitute a Event of Default, or would result from the
execution of this Fourth Amendment;
(C) A certified copy of the corporate action of the Borrower authorizing
the execution and delivery of the performance under this Fourth Amendment;
(D) Such other instruments, documents and opinions of counsel as the Agent
shall reasonably require, all of which shall be satisfactory in form and content
to the Agent and its special counsel, Tucker Arensberg, P.C.
Section 3.05 EFFECTIVE DATE. From and after the Amendment Effective Date,
all references in the Original Credit Agreement to the Original Credit Agreement
shall be deemed to be references to the Original Credit Agreement as amended
hereby.
Section 3.06 ENTIRE AGREEMENT. This Fourth Amendment contains the entire
agreement between the parties relating to the subject matter hereof; there are
merged herein all prior representations, promises and conditions, whether oral
or written, in connection with the subject matter hereof, and any
representation, promise or condition not incorporated herein shall not be
binding upon the parties.
Section 3.07 SEVERABILITY. Whenever possible each provision of this Fourth
Amendment shall be interpreted in such manner as to be effective and valid under
applicable law but if any provision of this Fourth Amendment or any part of such
provision shall be prohibited by or invalid under applicable law, such provision
of part thereof shall be ineffective to the extent of such prohibition or
invalidity without invalidating the remainder of such provision or the remaining
provisions of this Fourth Amendment.
Section 3.08 GOVERNING LAW. THIS FOURTH AMENDMENT AND THE RIGHTS AND
OBLIGATIONS HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
LAWS OF THE COMMONWEALTH OF PENNSYLVANIA WITHOUT REGARD TO THE PROVISIONS
THEREOF REGARDING CONFLICTS OF LAW.
Section 3.09 HEADINGS. The headings of this Fourth Amendment are for
purposes of reference only and shall not limit or otherwise affect the meaning
thereof.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
16
<PAGE>
IN WITNESS WHEREOF, the parties hereto, with the intent to be legally bound
hereby have caused this Fourth Amendment to be duly executed by their proper and
duly authorized officers as of the day and year first above written.
ATTEST: (SEAL) PITT-DES MOINES, INC.
By /s/ Thomas R. Lloyd By /s/ Richard A. Byers
-------------------- ------------------------------
Name: Thomas R. Lloyd Name: Richard A. Byers
Title: Secretary Title: Vice President Finance
and Administration
PNC BANK, NATIONAL ASSOCIATION
(formerly Pittsburgh National
Bank) as a Bank, as the Issuing
Bank and as the Agent
By /s/ Louann E. Tronsberg
-----------------------------
Name: Louann E. Tronsberg
Title: Vice President
WELLS FARGO BANK, N.A.
By /s/ Stephen M. Smith
-----------------------------
Name: Stephen M. Smith
Title: Assistant Vice President
AMERICAN NATIONAL BANK
By /s/ James Popp
-----------------------------
Name: James Popp
Title: Vice President
17
<PAGE>
Exhibit 11.1
PITT-DES MOINES, INC.
Computation of Earnings Per Share
(Unaudited)
<TABLE>
<CAPTION>
For the three months ended
June 30,
-------------------------------------------------
1994 1993
-------------------- ---------------------
<S> <C> <C> <C> <C>
PER SHARE AMOUNTS
Net income (loss) reported $ .96 $ (.47)
======= ========
PRIMARY EARNINGS PER SHARE
Average shares outstanding 2,323,978 2,323,978
Dilutive options - -
--------- ---------
2,323,978 2,323,978
========= =========
Net income (loss) per share $ .96 $ (.47)
======= ========
FULLY DILUTED EARNINGS PER SHARE
Average shares outstanding 2,323,978 2,323,978
Dilutive options - -
--------- ---------
2,323,978 2,323,978
========= =========
Net income (loss) per share $ .96 $ (.47)
======= ========
</TABLE>
18
<PAGE>
Exhibit 11.2
PITT-DES MOINES, INC.
Computation of Earnings Per Share
(Unaudited)
<TABLE>
<CAPTION>
For the six months ended
June 30,
---------------------------------------------
1994 1993
-------------------- -----------------
<S> <C> <C> <C> <C>
PER SHARE AMOUNTS
Net income (loss) reported $ 1.12 $ (.85)
======= ========
PRIMARY EARNINGS PER SHARE
Average shares outstanding 2,323,978 2,323,312
Dilutive options 1,842 4,003
--------- ---------
2,325,820 2,327,315
========= =========
Net income (loss) per share $ 1.12 $ (.85)
======= ========
FULLY DILUTED EARNINGS PER SHARE
Average shares outstanding 2,323,978 2,323,312
Dilutive options 1,842 4,003
--------- ---------
2,325,820 2,327,315
========= =========
Net income (loss) per share $ 1.12 $ (.85)
======= ========
</TABLE>
19
