<PAGE>
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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, 1995
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, 1995, 2,321,903 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 11
Part II - Other Information
Item 1. Legal proceedings 14
Item 4. Submission of matters to a vote of security holders 14
Item 6. Exhibits and reports on Form 8-K 14
Signatures 15
Exhibit Index 16
-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,
--------------------------
(in thousands, except per share amounts) 1995 1994
-------- --------
<S> <C> <C>
Earned revenue $113,468 $100,658
Cost of earned revenue (98,670) (89,479)
-------- --------
Gross profit from operations 14,798 11,179
Selling, general and administrative expenses (10,050) (8,365)
-------- --------
Income from operations 4,748 2,814
Other income/(expense):
Interest income 180 133
Interest expense (511) 0
Gain on sale of assets 23 839
Miscellaneous, net (110) 22
-------- --------
(418) 994
-------- --------
Income from continuing operations before taxes 4,330 3,808
Income taxes 1,703 1,508
-------- --------
Income from continuing operations 2,627 2,300
Loss from discontinued operations, net of taxes 0 (70)
-------- --------
Net income $ 2,627 $ 2,230
======== ========
Per Share
Continuing operations $ 1.13 $ .99
Discontinued operations .00 (.03)
-------- --------
Net income per common share $ 1.13 $ .96
======== ========
Dividend paid $ .25 $ .225
Average common shares outstanding (in 000's) 2,322 2,324
</TABLE>
See Notes to Consolidated Financial Statements.
-3-
<PAGE>
Item 1. Financial Statements (Continued)
PITT-DES MOINES, INC.
Consolidated Statements of Income
(Unaudited)
<TABLE>
<CAPTION>
For the six months ended
June 30,
--------------------------
(in thousands, except per share amounts) 1995 1994
-------- --------
<S> <C> <C>
Earned revenue $ 232,710 $ 195,880
Cost of earned revenue (204,617) (175,461)
--------- ---------
Gross profit from operations 28,093 20,419
Selling, general and administrative expenses (19,301) (16,450)
--------- ---------
Income from operations 8,792 3,969
Other income/(expense):
Interest income 345 269
Interest expense (1,031) (61)
Gain on sale of assets 32 835
Miscellaneous, net (109) 28
--------- ---------
(763) 1,071
--------- ---------
Income from continuing operations before taxes 8,029 5,040
Income taxes 3,123 1,982
--------- ---------
Income from continuing operations 4,906 3,058
Loss from discontinued operations, net of taxes 0 (458)
--------- ---------
Net income $ 4,906 $ 2,600
========= =========
Per Share
Continuing operations $ 2.11 $ 1.32
Discontinued operations .00 (.20)
--------- ---------
Net income per common share $ 2.11 $ 1.12
========= =========
Dividend paid $ .50 $ .45
Average common shares outstanding (in 000's) 2,322 2,324
CONSOLIDATED RETAINED EARNINGS
Balance at the beginning of year $ 79,202 $ 69,056
Net income 4,906 2,600
Dividends paid (1,161) (1,046)
--------- ---------
Balance at end of period $ 82,947 $ 70,610
========= =========
</TABLE>
See Notes to Consolidated Financial Statements.
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<PAGE>
Item 1. Financial Statements (Continued)
PITT-DES MOINES, INC.
Consolidated Statements of Financial Condition
<TABLE>
<CAPTION>
June 30, December 31,
1995 1994
-------- ------------
(in thousands) (Unaudited)
<S> <C> <C>
Assets
Current Assets
Cash and cash equivalents $ 6,591 $ 11,668
Accounts receivable including retentions
(less allowances: 1995-$973; 1994-$868) 81,524 90,732
Inventories 19,900 19,867
Costs and estimated profits in excess
of billings 33,672 30,193
Deferred income taxes 5,368 5,368
Prepaid expenses 2,697 932
-------- --------
Total Current Assets 149,752 158,760
Other Assets 9,845 10,330
Net Assets of Discontinued Operations 3,616 2,685
Property, Plant and Equipment
Land 6,960 6,960
Buildings 30,612 30,370
Machinery and equipment 61,336 59,265
-------- --------
98,908 96,595
Allowances for depreciation (56,643) (54,169)
-------- --------
Net Property, Plant and Equipment 42,265 42,426
-------- --------
$205,478 $214,201
======== ========
</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,
1995 1994
--------- -------------
(in thousands) (Unaudited)
<S> <C> <C>
Liabilities
Current Liabilities
Accounts payable $ 34,155 $ 47,328
Accrued compensation, related taxes and benefits 10,150 10,583
Other accrued expenses 3,169 3,163
Accrued expenses related to flood 139 500
Billings in excess of costs and estimated profits 13,394 14,309
Income taxes 1,998 2,118
Casualty and liability insurance 10,496 8,950
-------- --------
Total Current Liabilities 73,501 86,951
Revolving Credit Facility 23,000 22,000
Deferred Income Taxes 5,573 5,573
Minority Interest 1,110 1,128
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 82,947 79,202
-------- --------
116,496 112,751
Treasury stock at cost
(1995 and 1994 - 660,253 shares) (14,202) (14,202)
-------- --------
Total Stockholders' Equity 102,294 98,549
-------- --------
$205,478 $214,201
======== ========
</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,
------------------------
(in thousands) 1995 1994
-------- --------
<S> <C> <C>
Cash Flow From Operating Activities
Net income $ 4,906 $ 2,600
Adjustments to reconcile net income to net
cash utilized by operating activities:
Depreciation 2,945 2,525
Discontinued operations (931) 416
Gain on sale of assets (32) (835)
Minority interest, net of dividends paid (18) (10)
Other non-cash credits, net (240) (240)
Change in certain assets and liabilities
(using) or providing cash:
Accounts receivable 9,863 (15,122)
Inventories (33) (2,277)
Prepaid expenses (1,765) (678)
Costs, estimated profits and billings, net (4,394) 8,326
Accounts payable (13,173) (7,522)
Accrued liabilities 758 2,596
Income taxes (120) 1,543
-------- --------
Net cash utilized by operating activities (2,234) (8,678)
Cash Flows from Investing Activities
Capital expenditures (2,882) (2,914)
Proceeds from sales of assets 130 921
Change in investments and other assets 70 (2)
-------- --------
Net cash utilized by investing activities (2,682) (1,995)
Cash Flows from Financing Activities
Proceeds from debt obligations 4,000 6,000
Payments of debt obligations (3,000) (6,000)
Dividends paid (1,161) (1,046)
-------- --------
Net cash utilized by financing activities (161) (1,046)
-------- --------
Decrease in cash and cash equivalents (5,077) (11,719)
Cash and cash equivalents at beginning of year 11,668 15,946
-------- --------
Cash and cash equivalents at end of period $ 6,591 $ 4,227
======== ========
</TABLE>
See Notes to Consolidated Financial Statements.
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<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, 1995 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 1995. The December 31, 1994 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, 1994.
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) 1995 1994
------------- ------------
<S> <C> <C>
Costs incurred on uncompleted contracts $ 582,935 $ 533,689
Estimated profits 66,459 54,273
--------- ---------
649,394 587,962
Less: Billings to date (629,116) (572,078)
--------- ---------
$ 20,278 $ 15,884
========= =========
</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) 1995 1994
----------- ------------
<S> <C> <C>
Costs and estimated profits in excess of billings $ 33,672 $ 30,193
Billings in excess of costs and estimated profits (13,394) (14,309)
-------- --------
$ 20,278 $ 15,884
======== ========
</TABLE>
Included in costs and estimated profits in excess of billings on uncompleted
contract was approximately $3.0 million relating to unapproved change orders and
claims arising from a dispute over design and specification changes on a project
currently under construction.
-8-
<PAGE>
Item 1. Financial Statements (Continued)
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 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 again filed notice of appeal to the
United States Court of Appeals for the Ninth Circuit.
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 three
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.
-9-
<PAGE>
Item 1. Financial Statements (Continued)
Note C. Contingencies (Continued)
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.
On November 3, 1993, an accident occurred at the construction site of a new
United States Post Office in Chicago where the Company's Steel Construction
business segment was in the process of erecting the steel structure of the
building. Two men were killed and five seriously injured when a portion of the
erected steel collapsed. An investigation is being conducted by the Federal
Occupational Safety and Health Administration (OSHA) and the Justice Department.
OSHA has cited the Company for safety violations and has assessed $147,000 in
fines and penalties. On April 28, 1995 an Administrative Law Judge dismissed
the citation, fines and penalties. OSHA has filed an appeal of the dismissal to
the OSHA Review Commission. The Justice Department, as required by OSHA law, is
investigating whether to institute criminal action against the Company as a
result of the accident. The Company cannot predict whether or not such action
will be instituted. If such action is commenced, and the Company is found in
violation of these laws, management believes that the resulting fines, penalties
and costs of defense, which would be uninsured, would not be material to the
Company's financial condition, although it could be material to the Company's
reported results of operations for the period in which such payments are
incurred. The Company believes that it has significant and meritorious defenses
to any such charges and intends to vigorously defend them. Although the Company
has insurance coverages containing various deductible clauses totalling $1.5
million, the Company and its insurance carriers are assessing the damages and
related policy coverages. A charge of $2.0 million was recorded in the fourth
quarter of 1993 relating to this accident. There may be uninsured costs
relating to this accident for which PDM would be liable.
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, other than the amounts described above, no
provisions for any additional such liabilities have been recorded in the
accompanying financial statements.
-10-
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
RESULTS OF OPERATIONS
Three months ended June 30, 1995 compared with three months ended June 30, 1994.
The Company reported net income of $2.6 million, or $1.13 per share, on earned
revenue of $113.5 million for the quarter ended June 30, 1995. These results
compare with net income of $2.2 million, or $.96 per share, on earned revenue of
$100.7 million for the quarter ended June 30, 1994.
During the second quarter of 1995, the Company realized a 13 percent increase in
earned revenue and a 32 percent increase in gross profit when compared with the
second quarter of 1994. New contract awards were $135.8 million, up 36 percent,
for the second quarter of 1995 when compared with $100.0 million for the same
period in 1994.
The Engineered Construction Division (ECD) increased earned revenue eight
percent, from $42.1 million to $45.4 million, during the second quarter of 1995
when compared with the same period in 1994. New awards and profitability were
at levels management anticipated, down slightly from the year-ago quarter.
However, backlog levels remain strong at $100.7 million as certain markets
served by ECD are performing better than expected.
During the second quarter of 1995, Steel Construction realized increases in
earned revenue, profitability and new awards when compared with the same quarter
in 1994. Earned revenue increased 11 percent, to $28.5 million from $25.7
million, while profitability, primarily from bridge fabrication activity, rose
$1.6 million. The most dramatic improvement for the quarter was in new awards
which increased $38.1 million and was dominated by bridge fabrication contracts.
As indicated in "Costs and Estimated Profits on Uncompleted Contracts" in the
Notes to Consolidated Financial Statements, Steel Construction's earned revenue
for the period ended June 30, 1995 includes approximately $3.0 million relating
to unapproved change orders and claims arising from a dispute over design and
specification changes on a project currently under construction. Management is
currently gathering the necessary information to prepare a claim and realize the
amounts recognized.
Steel Service Centers reported an increase in earned revenue of 20 percent, from
$32.9 million to $39.6 million, and an improvement in profitability of 35
percent, to $3.2 million from $2.3 million, for the three months ended June 30,
1995 when compared with the same period in 1994. The second quarter of 1995 was
a record quarter for this segment in terms of sales, tonnage shipped and
profitability which was primarily the result of increased volume.
Other expense of $418,000 during the second quarter of 1995, was primarily the
result of interest expense associated with borrowings under the revolving credit
facility. Interest expense for the current period, along with the gain on the
sale of idle properties recognized during the second quarter of 1994, accounted
for the change in other income/(expense) for 1995 when compared to 1994.
-11-
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (Continued)
RESULTS OF OPERATIONS (Continued)
Six months ended June 30, 1995 compared with six months ended June 30, 1994.
For the six months ended June 30, 1995, the Company reported net income of $4.9
million, or $2.11 per share, on earned revenue of $232.7 million. These results
compare with net income of $2.6 million, or $1.12 per share, on earned revenue
of $195.9 million, for the six months ended June 30, 1994.
During the period ended June 30, 1995, the Company reported a 19 percent
increase in earned revenue and a $4.8 million improvement in profitability. New
awards were $220.3 million, representing a 13 percent increase, for the six
months ended June 30, 1995 compared with $194.8 million for the same period in
1994. The Company's backlog was $178.7 million on June 30, 1995.
Earned revenue for the Engineered Construction Division increased 19 percent,
from $80.7 million to $95.9 million, and profitability increased 32 percent, to
$4.6 million from $3.5 million, for the period ended June 30, 1995 when compared
with the same period in 1994.
Steel Construction reported a 19 percent increase in earned revenue, to $63.2
million from $53.3 million, and an improvement in profitability of $2.0 million
for the six months ended June 30, 1995 when compared with the prior year period.
For the period ended June 30, 1995, Steel Service Centers recorded an
improvement in earned revenue of $11.8 million, to $73.7 million from $61.9
million, when compared with the six months ended June 30, 1994. Additionally,
profitability for this segment rose $1.7 million from $3.9 million to $5.6
million.
Other expense of $763,000 for the period was primarily interest expense
associated with the revolving credit facility offset by interest income.
-12-
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (Continued)
LIQUIDITY AND CAPITAL RESOURCES
During the six months ended June 30, 1995, the Company's primary source of
liquidity was accounts receivable, cash and cash equivalents and proceeds from
debt obligations. On June 30, 1995, cash and cash equivalents decreased $5.1
million to $6.6 million from $11.7 million on December 31, 1994. This decrease
was primarily due to the cash utilized in operating and investing activities.
Working capital increased $4.5 million from $71.8 million at December 31, 1994
to $76.3 million for the period ended June 30, 1995.
The major use of cash in operating activities was the result of a decrease in
accounts payable and the net increase in contract related costs over billings.
The decrease in the Company's accounts receivable was the primary source of cash
in operating activities for the six months ended June 30, 1995.
Capital expenditures primarily for plant machinery and equipment of $2.9 million
were the major use of cash in investing activities for the six months ended June
30, 1995. For the period ended June 30, 1994, capital expenditures of $2.9
million were primarily for plant, construction and computer equipment. Total
expenditures for the year ending December 31, 1995, which are expected to be
internally financed, should approximate $7.1 million. In addition, the Company
intends to continue to pursue acquisition opportunities closely aligned with the
existing core business.
Net cash utilized by financing activities for the period ended June 30, 1995 was
$161,000. Cash provided by proceeds from debt obligations were offset by
payments of cash dividends and debt obligations. On August 3, 1995 the Board of
Directors declared a cash dividend of $.25 per share of common stock, payable
September 29, 1995 to stockholders of record on September 15, 1995. Payment of
future dividends will be evaluated based upon business conditions. Borrowings
under the revolving credit facility of $4.0 million during the six months ended
June 30, 1995, were primarily for working capital components.
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 $40.0 million unsecured revolving credit facility which matures on
December 31, 1997. This facility contains an annual option to renew for an
additional one-year period, subject to lender approval. On June 30, 1995, $23.0
million of borrowings and $12.5 million of stand-by letters of credit were
outstanding under this agreement.
-13-
<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 18, 1995, 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 LLP
as auditors for the year ending December 31, 1995.
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 2,122,799. Following is a separate tabulation with respect to each
director:
<TABLE>
<CAPTION>
Votes For Votes Withheld
--------- --------------
<S> <C> <C>
W. R. Jackson, Jr. 2,089,357 33,442
A. J. Paddock 2,090,160 32,639
P. J. Townsend 2,090,644 32,155
</TABLE>
The total number of votes cast for the ratification of the appointment
of Ernst & Young LLP as auditors for the year ending December 31, 1995,
was 2,122,799 with 2,105,687 votes for, 12,936 votes against and 4,176
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 - Sixth Amendment dated May 31, 1995 to Credit Agreement
filed as Exhibit 4.1 to the Company's annual report on
Form 10-K for the year ended December 31, 1994.
Exhibit 11.1 - Computation of earnings per share for the three months
ended June 30, 1995 and 1994.
Exhibit 11.2 - Computation of earnings per share for the six months
ended June 30, 1995 and 1994.
Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K.
There have been no reports on Form 8-K filed by the Company during the
quarter ended June 30, 1995.
-14-
<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 11, 1995 By: /s/ Wm. W. McKee
------------------------
Wm. W. McKee
(President and
Chief Executive Officer)
Principal Financial Officer:
Date: August 11, 1995 By: /s/ R. A. Byers
----------------------------
R. A. Byers
(Vice President
Finance and Treasurer)
-15-
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number
-------
<S> <C>
4.1 Sixth Amendment dated May 31, 1995 to Credit Agreement filed as
Exhibit 4.1 to the Company's annual report on Form 10-K for the year
ended December 31, 1994
11.1 Computation of earnings per share for the three months ended June 30,
1995 and 1994
11.2 Computation of earnings per share for the six months ended June 30,
1995 and 1995
27 Financial Data Schedule
</TABLE>
-16-
<PAGE>
Exhibit 4.1
SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
THIS SIXTH AMENDMENT ("Sixth Amendment") made as of May 31, 1995 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, the Third amendment to Amended and Restated Credit
Agreement dated as of December 16, 1993, the Fourth Amendment to Amended and
Restated Credit Agreement dated as of June 24, 1994 and the Fifth Amendment to
Amended and Restated Credit Agreement dated as of December 8, 1994 (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 AMENDMENTS TO SUBSECTION 9.1 OF ORIGINAL CREDIT
AGREEMENT. (i) 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, 1997 or such later date as is
ultimately determined in accordance with Subsection 1.1g hereof.
(ii) The following new definition is inserted into Section 9.1 of the
Original Credit Agreement in alphabetical order:
"Sixth Amendment" shall mean that Sixth Amendment to Amended
and Restated Credit Agreement dated as of May 31, 1995 between the
Borrower and the Banks.
-17-
<PAGE>
Section 1.02 NO OTHER AMENDMENTS. The amendment to the original Credit
Agreement set forth in Section 1.01 do not either implicitly or explicity alter,
waive or amend, except as expressly provided in this Sixth Amendment, the
provisions of the Original Credit Agreement. The amendments set forth in Section
1.01 hereof do not waive, now or in the future, compliance with any other
covenant, term or condition to be performed or complied with nor do they 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 Sixth 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 Sixth Amendment.
ARTICLE III
MISCELLANEOUS
Section 3.01 RATIFICATION OF TERMS. This Sixth Amendment shall be
construed in connection with and as part of the Original Credit Agreement.
Except as expressly amended by prior Amendments to the Credit Agreement and this
Sixth Amendment, the Original Credit Agreement and each and every
representation, warranty, covenant, term and condition contained therein is
specifically ratified and confirmed.
Section 3.02 COUNTERPARTS. This Sixth 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 Sixth Amendment
by telecopier shall be effective as of delivery of a manually executed
counterpart of this Sixth 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 Sixth 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 Sixth Amendment;
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<PAGE>
(B) A certificate of the chief financial officer of the Borrower
certifying that, as of the date of this Sixth 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 Sixth amendment;
(C) A certified copy of the corporate action of the Borrower
authorizing the execution and delivery of the performance under this Sixth
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 Sixth 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
Sixth Amendment shall be interpreted in such manner as to be effective and valid
under applicable law but if any provision of this Sixth 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 Sixth Amendment.
Section 3.08 GOVERNING LAW. THIS SIXTH 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 Sixth Amendment are for
purposes of reference only and shall not limit or otherwise affect the meaning
thereof.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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<PAGE>
IN WITNESS WHEREOF, the parties hereto, with the intent to be legally
bound hereby have caused this Sixth 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.
/s/ Thomas R. Lloyd /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
/s/ Louann Tronsberg
--------------------
Name: Louann Tronsberg
Title: Vice President
WELLS FARGO BANK, N.A.
/s/ Stephen M. Smith
---------------------
Name: Stephen M. Smith
Title: Vice President
AMERICAN NATIONAL BANK
/s/ James R. Popp
----------------------
Name: James R. Popp
Title: Vice President
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<PAGE>
Exhibit 11.1
PITT-DES MOINES, INC.
Computation of Earnings Per Share
(Unaudited)
<TABLE>
<CAPTION>
For the three months ended
June 30,
--------------------------
<S> <C> <C>
1995 1994
---------- ----------
Primary
Average shares outstanding 2,321,903 2,323,978
Dilutive stock options based on treasury stock
method using average market price 5,885 0
---------- ----------
2,327,788 2,323,978
========== ==========
Income from continuing operations $2,626,678 $2,298,617
Income (loss) from discontinued operations, net of taxes 0 (69,439)
---------- ----------
Net income $2,626,678 $2,229,178
========== ==========
Income (loss) per common share:
Continuing operations $ 1.13 $ .99
Discontinued operations 0 (.03)
---------- ----------
Net income per common share $ 1.13 $ .96
========== ==========
Fully Diluted
Average shares outstanding 2,321,903 2,323,978
Dilutive stock options based on treasury stock method
using greater of period-end or average market price 5,885 0
---------- ----------
2,327,788 2,323,978
========== ==========
Income from continuing operations $2,626,678 $2,298,617
Income (loss) from discontinued operations, net of taxes 0 (69,439)
---------- ----------
Net income $2,626,678 $2,229,178
========== ==========
Income (loss) per common share:
Continuing operations $ 1.13 $ .99
Discontinued operations 0 (.03)
---------- ----------
Net income per common share $ 1.13 $ .96
========== ==========
</TABLE>
<PAGE>
Exhibit 11.2
PITT-DES MOINES, INC.
Computation of Earnings Per Share
(Unaudited)
<TABLE>
<CAPTION>
For the six months ended
June 30,
--------------------------
1995 1994
---------- -----------
<S> <C> <C>
Primary
Average shares outstanding 2,321,903 2,323,978
Dilutive stock options based on treasury stock
method using average market price 6,003 1,842
---------- ----------
2,327,906 2,325,820
========== ==========
Income from continuing operations $4,905,924 $3,057,143
Income (loss) from discontinued operations, net of taxes 0 (457,607)
---------- ----------
Net income $4,905,924 $2,599,536
========== ==========
Income (loss) per common share:
Continuing operations $ 2.11 $ 1.32
Discontinued operations 0 (.20)
---------- ----------
Net income per common share $ 2.11 $ 1.12
========== ==========
Fully Diluted
Average shares outstanding 2,321,903 2,323,978
Dilutive stock options based on treasury stock method
using greater of period-end or average market price 6,935 1,842
---------- ----------
2,328,838 2,325,820
========== ==========
Income from continuing operations $4,905,924 $3,057,143
Income (loss) from discontinued operations, net of taxes 0 (457,607)
---------- ----------
Net income $4,905,924 $2,599,536
========== ==========
Income (loss) per common share:
Continuing operations $ 2.11 $ 1.32
Discontinued operations 0 (.20)
---------- ----------
Net income per common share $ 2.11 $ 1.12
========== ==========
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS
<FISCAL-YEAR-END> DEC-31-1994 DEC-31-1994
<PERIOD-START> APR-01-1995 JAN-01-1995
<PERIOD-END> JUN-30-1995 JUN-30-1995
<CASH> 0 6,591
<SECURITIES> 0 0
<RECEIVABLES> 0 82,497
<ALLOWANCES> 0 973
<INVENTORY> 0 19,900
<CURRENT-ASSETS> 0 149,752
<PP&E> 0 98,908
<DEPRECIATION> 0 56,643
<TOTAL-ASSETS> 0 205,478
<CURRENT-LIABILITIES> 0 73,501
<BONDS> 0 23,000
<COMMON> 0 33,549
0 0
0 0
<OTHER-SE> 0 68,745
<TOTAL-LIABILITY-AND-EQUITY> 0 205,478
<SALES> 113,468 232,710
<TOTAL-REVENUES> 113,468 232,710
<CGS> 98,670 204,617
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 511 1,031
<INCOME-PRETAX> 4,330 8,029
<INCOME-TAX> 1,703 3,123
<INCOME-CONTINUING> 2,627 4,906
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 2,627 4,906
<EPS-PRIMARY> 1.13 2.11
<EPS-DILUTED> 1.13 2.11
</TABLE>
