<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 March 31, 1999
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 1-5259
____________________
PITT-DES MOINES, INC.
(Exact name of registrant as specified in its charter)
Commonwealth of Pennsylvania 25-0729430
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1450 Lake Robbins Drive, Suite 400, The Woodlands, TX 77380
(Address of Principal Executive Offices) (Zip Code)
(281) 765-4600
(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 March 31, 1999, 7,263,702 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
Item 3. Quantitative and qualitative disclosures about market risk 15
Part II - Other Information
Item 1. Legal proceedings 16
Item 6. Exhibits and reports on Form 8-K 16
Signatures 17
Exhibit Index 18
-2-
<PAGE>
Part I. Financial Information
Item 1. Financial Statements
PITT-DES MOINES, INC.
Consolidated Statements of Income
(Unaudited)
For the three months ended
March 31,
----------------------
(in thousands, except per share amounts) 1999 1998
--------- ---------
Earned revenue $ 142,846 $ 123,370
Cost of earned revenue (122,314) (104,295)
--------- ---------
Gross profit from operations 20,532 19,075
Selling, general and administrative expenses (12,050) (11,552)
--------- ---------
Income from operations 8,482 7,523
Other income/(expense):
Interest income 177 139
Interest expense (702) (264)
Gain on sale of assets 950 18
Miscellaneous, net (196) (597)
--------- ---------
229 (704)
--------- ---------
Income before income taxes 8,711 6,819
Income taxes (3,414) (2,651)
--------- ---------
Net income $ 5,297 $ 4,168
========= =========
Per common share:
Earnings per share $0.75 $0.59
========= =========
Earnings per share - assuming dilution $0.71 $0.58
========= =========
Cash dividend $0.17 $0.15
========= =========
Shares used to calculate: (in thousands)
Earnings per share 7,106 7,032
========= =========
Earnings per share - assuming dilution 7,451 7,198
========= =========
CONSOLIDATED RETAINED EARNINGS
Balance at the beginning of year $ 126,082 $ 110,096
Net income 5,297 4,168
Dividends paid (1,232) (1,057)
Other (23) 144
--------- ---------
Balance at end of period $ 130,124 $ 113,351
========= =========
See Notes to Consolidated Financial Statements.
-3-
<PAGE>
Item 1. Financial Statements (Continued)
PITT-DES MOINES, INC.
Consolidated Statements of Financial Condition
March 31, December 31,
1999 1998
-------- --------
(in thousands) (Unaudited)
Assets
Current Assets
Cash and cash equivalents $ 17,440 $ 8,447
Accounts receivable including retentions
(less allowances: 1999-$840; 1998-$793) 110,861 103,998
Inventories 25,150 31,118
Costs and estimated profits in excess
of billings 60,660 63,700
Deferred income taxes 5,844 5,876
Prepaid expenses 3,619 1,205
-------- --------
Total Current Assets 223,574 214,344
Other Assets 10,826 10,454
Goodwill 7,364 6,588
Property, Plant and Equipment
Land 7,674 9,637
Buildings 46,214 44,091
Machinery and equipment 77,355 75,712
-------- --------
131,243 129,440
Allowances for depreciation (73,449) (71,443)
-------- --------
Net Property, Plant and Equipment 57,794 57,997
-------- --------
$299,558 $289,383
======== ========
See Notes to Consolidated Financial Statements.
-4-
<PAGE>
Item 1. Financial Statements (Continued)
PITT-DES MOINES, INC.
Consolidated Statements of Financial Condition
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
----------- -------------
(in thousands) (Unaudited)
<S> <C> <C>
Liabilities
Current Liabilities
Accounts payable $ 35,749 $ 52,777
Accrued compensation, related taxes and benefits 12,801 14,200
Other accrued expenses 3,215 3,655
Billings in excess of costs and estimated profits 20,650 14,774
Income taxes 6,202 4,640
Casualty and liability insurance 7,250 5,784
-------- --------
Total Current Liabilities 85,867 95,830
Revolving Credit Facility 52,000 35,000
Deferred Income Taxes 6,911 6,937
Minority Interest 827 2,362
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 8,946,468 shares 33,549 33,549
Additional paid-in capital 4,350 4,183
Retained earnings 130,124 126,082
Accumulated other comprehensive income (290) (290)
-------- --------
167,733 163,524
Treasury stock at cost
(1999-1,682,766 shares; 1998-1,700,552 shares) (12,265) (12,299)
Unearned compensation restricted stock (1,515) (1,971)
-------- --------
Total Stockholders' Equity 153,953 149,254
-------- --------
$299,558 $289,383
======== ========
</TABLE>
See Notes to Consolidated Financial Statements.
-5-
<PAGE>
Item 1. Financial Statements (Continued)
PITT-DES MOINES, INC.
Consolidated Statements of Cash Flows
(Unaudited)
For the three months ended
March 31,
(in thousands) 1999 1998
--------- ---------
Cash Flow From Operating Activities
Net income $ 5,297 $ 4,168
Adjustments to reconcile net income to net
cash utilized by operating activities:
Depreciation 1,871 1,547
Gain on sale of assets (950) (18)
Minority interest, net of dividends paid 10 8
Other non-cash credits, net (30) (120)
Change in operating assets and liabilities
(using) providing cash:
Accounts receivable (6,863) (6,696)
Inventories 5,968 1,125
Prepaid expenses (2,414) (436)
Costs, estimated profits and billings, net 8,916 5,320
Accounts payable (17,028) (13,941)
Accrued liabilities (367) 903
Income taxes 1,562 833
-------- --------
Net cash utilized by operating activities (4,028) (7,307)
Cash Flows from Investing Activities
Capital expenditures (3,476) (2,751)
Proceeds from sale of assets 2,979 33
Acquisitions, net of cash acquired (2,182) 0
Change in investments and other assets (162) (325)
-------- --------
Net cash utilized by investing activities (2,841) (3,043)
Cash Flows from Financing Activities
Proceeds from revolving credit facility 17,000 10,000
Dividends paid (1,232) (1,057)
Other 94 427
-------- --------
Net cash provided by financing activities 15,862 9,370
-------- --------
(Decrease) increase in cash and cash equivalents 8,993 (980)
Cash and cash equivalents at beginning of year 8,447 12,037
-------- --------
Cash and cash equivalents at end of period $ 17,440 $ 11,057
======== ========
See Notes to Consolidated Financial Statements.
-6-
<PAGE>
Item 1. Financial Statements (Continued)
PITT-DES MOINES, INC.
Notes to Consolidated Financial Statements
(Unaudited)
Note A. Significant Accounting Policies
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 three months ended March 31, 1999 are
not necessarily indicative of the results that may be expected for the year
ending December 31, 1999. The December 31, 1998 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, 1998.
Reclassifications
Certain prior-year amounts have been reclassified to conform to the current-year
presentation.
Note B. Earnings Per Share
The following table sets forth the computation of earnings per share and
earnings per share assuming dilution:
Three months
ended March 31,
----------------
(in thousands, except per share amounts) 1999 1998
------ ------
Numerator:
Net income $5,297 $4,168
====== ======
Denominator:
Weighted-average shares 7,106 7,032
Employee stock options and restricted stock 345 166
------ ------
Weighted-average shares-assuming dilution 7,451 7,198
====== ======
Earnings per share $ 0.75 $ 0.59
====== ======
Earnings per share-assuming dilution $ 0.71 $ 0.58
====== ======
-7-
<PAGE>
Item 1. Financial Statements (Continued)
Note C. Costs and Estimated Profits on Uncompleted Contracts
Costs and estimated profits on uncompleted contracts are summarized as follows:
March 31, December 31,
(in thousands) 1999 1998
--------- ---------
Costs incurred on uncompleted contracts $ 732,018 $ 608,870
Estimated profits 90,213 71,450
--------- ---------
822,231 680,320
Less: Billings to date (782,221) (631,394)
--------- ---------
$ 40,010 $ 48,926
========= =========
Costs, estimated profits and billings on uncompleted contracts are included in
the accompanying Consolidated Statements of Financial Condition under the
following captions:
March 31, December 31,
(in thousands) 1999 1998
-------- --------
Costs and estimated profits in excess of billings $ 60,660 $ 63,700
Billings in excess of costs and estimated profits (20,650) (14,774)
-------- --------
$ 40,010 $ 48,926
======== ========
Included in costs and estimated profits in excess of billings on uncompleted
contracts was approximately $6.5 million at March 31, 1999 and December 31,
1998, relating to an unapproved change order arising from a dispute over design
and specification changes on a project that has been completed. On May 14,
1996, the Company filed an action in the United States District Court for the
Northern District of Illinois (Eastern Division) captioned PITT-DES MOINES, INC.
V. METROPOLITAN PIER & EXPOSITION AUTHORITY ET AL. seeking reimbursement in
excess of $15.0 million for additional work and making other claims in
connection with an unapproved change order. On June 4, 1996, certain of the
defendants in said action made counterclaims against the Company in amounts
approximating $3.5 million. While counsel believes that the Company has a legal
basis for the claim, neither management nor counsel is able to predict with
certainty the ultimate resolution of this matter. As additional information
becomes available, the Company may revise its estimate of potential recovery,
which could result in a material adjustment to the results of operations in
future periods.
-8-
<PAGE>
Item 1. Financial Statements (Continued)
Note D. Contingencies
As previously reported, in a decision dated February 18, 1999, the United States
Court of Appeals for the Seventh Circuit affirmed the Company's July 31, 1997
conviction for two misdemeanor violations of federal Occupational Safety and
Health Administration regulations. As a result of that conviction, other
claims, actions, or proceedings may be instituted against the Company. The
Company cannot predict the likelihood of such a claim, action or proceeding
being instituted against it, and cannot assess the availability of any insurance
coverage or the possibility or materiality of an adverse result in the event of
any such claim, action or proceeding in advance of a claim, action or proceeding
being instituted.
On June 20, 1996 the Company was served with a subpoena to appear and produce
documents before a grand jury of the United States District Court for the
Western District of Wisconsin in connection with the United States Department of
Justice Antitrust Division's investigation of bid rigging and other criminal
violations in the steel bridge fabrication industry. The Company has been
informed that it is not the target of the investigation at present but that it
and other companies in the steel bridge fabrication industry are the subjects of
the investigation.
While the investigation remains pending, the Company does not believe it will
become a target of the investigation or that a criminal action will be
instituted against it in these matters. If the Company becomes a target or if a
criminal investigation were instituted, the Company believes that it would have
significant and meritorious defenses to any such charges and would vigorously
defend against them.
Various claims and legal proceedings are brought against the Company arising
from the normal course of business. 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 properties, 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, and has been requested to participate as a PRP at one
additional site, 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 the cost of such future activities will not have a material effect on
the Company's financial position, results of operations or liquidity.
Additionally, amounts reflected in results of operations and in the statements
of financial condition during the three years ended December 31, 1998, for
investigative and/or remedial activities have also not been material. 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
-9-
<PAGE>
Item 1. Financial Statements (Continued)
Note D. Contingencies (Continued)
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 that the ultimate outcome of any matter currently pending
against the Company will not materially affect the financial position of the
Company although such outcome could be material to the reported results of
operations for the period in which it occurs.
Note E. Business Segment Information
The Company has two reportable operating segments; Engineering and Construction
and Steel Distribution. The accounting policies of the reportable segments are
the same as those described in the summary of significant accounting policies in
the Company's 1998 Annual Report except that inventory is accounted for on a
First-In, First-Out basis at the segment level compared to a Last-In, First-Out
(LIFO) basis at the consolidated level, and the Company does not allocate
certain items to its segments including general corporate expenses, incentive
stock plan charges, other income (expense), income tax expense and adjustments
to the LIFO inventory reserve.
Three months
ended March 31,
------------------------
1999 1998
-------- --------
Earned Revenue:
Engineering and Construction $ 99,512 $ 76,888
Steel Distribution 44,566 47,372
Corporate and Other (1,232) (890)
-------- --------
$142,846 $123,370
======== ========
Income (Loss) from Operations:
Engineering and Construction $ 7,881 $ 6,148
Steel Distribution 3,140 3,541
Corporate and Other (2,539) (2,166)
-------- --------
$ 8,482 $ 7,523
======== ========
-10-
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1999 COMPARED WITH THREE MONTHS ENDED MARCH 31,
1998.
The Company reported net income of $5.3 million, or $0.71 per diluted share, on
earned revenue of $142.8 million for the quarter ended March 31, 1999. These
results compare with net income of $4.2 million, or $.58 per diluted share, on
earned revenue of $123.4 million for the first quarter of 1998.
ENGINEERING AND CONSTRUCTION
Engineering and Construction posted earned revenue of $99.5 million,
representing an increase of $22.6 million, or 29 percent, over the prior year
quarter. All product groups experienced double-digit percentage growth over the
first quarter of 1998, with the Liquid and Cryogenic Storage and Steel Bridge
products groups accounting for the majority of the increase. The Liquid and
Cryogenic Storage group benefited from strong demand for conventional storage
tanks, while the Steel Bridge growth is attributable to increased federal and
state infrastructure spending.
Selling, general and administrative (S,G&A) expense as a percentage of earned
revenue improved 1.8 percentage points to 6.0 percent, compared with 7.8 percent
in the first quarter of 1998. Income from operations rose $1.7 million to $7.9
million for the first quarter due to the earned revenue growth and leverage of
the SG&A expense line over the prior year.
New awards were $124.3 million for the first quarter. Backlog rose 24 percent
over the previous year levels, to $327.8 million at March 31, 1999. As
indicated in "Costs and Estimated Profits on Uncompleted Contracts" in Notes to
Consolidated Financial Statements, included in costs and estimated profits in
excess of billings on uncompleted contracts at March 31, 1999 was approximately
$6.5 million relating to an unapproved change order arising from a dispute over
design and specification changes.
STEEL DISTRIBUTION
Steel Distribution's earned revenue decreased $2.8 million quarter-to-quarter
from $47.4 million to $44.6 million in 1999. Lower transaction prices in the
marketplace accounted for the majority of the decrease from the prior year.
SG&A expense in absolute dollars approximated first quarter 1998 levels;
however, as a percentage of earned revenue SG&A expense increased to 8.1
percent, from 7.4 percent a year ago, due to the lower 1999 sales. Income from
operations of $3.1 million was down from $3.5 million in 1998 as a result of the
aforementioned decrease in earned revenue.
-11-
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations (Continued)
OTHER
Corporate unallocated expenses, consisting of salaries, benefits, outside
professional services, taxes and insurance, were $2.5 million in the first
quarter of 1999 compared with $2.2 million for the prior year quarter. The
increase in 1999 relates primarily to compensation expense recognized under an
incentive stock plan for which no amounts were included in the first quarter of
1998.
Interest expense of $0.7 million in 1999 compares with $0.3 million in the prior
year. Interest expense is directly related to the level of net borrowings the
Company maintains throughout the period. The increase in interest expense for
1999 resulted from the higher level of borrowings to fund capital expansion and
to finance general working capital needs. On March 31, 1999 the Company had $52
million of outstanding debt under its revolving credit facility compared with
$21 million at March 31, 1998.
The gain on sale of assets was $1.0 million in 1999, attributable to the sale of
idle property.
As indicated in the "Contingencies" section of the Notes to Consolidated
Financial Statements, the Company's future results of operations could be
materially adversely affected by the Company's conviction on July 31, 1997 of
two misdemeanors for violations of the Occupational Safety Health Act (and
regulations promulgated thereunder)(see Note D "Contingencies" Notes to
Consolidated Financial Statements).
YEAR 2000
The Company initiated a review of its software systems in 1997 in view of the
fact that certain systems may not properly recognize dates after the year 1999,
which could cause those systems to produce invalid results or fail to operate.
This is commonly referred to as "the Year 2000 problem." The Company's Year
2000 plan encompasses three main phases: Assessment, Remediation and Testing.
All phases of the Year 2000 plan have generally been conducted by Information
Technology personnel. While the Company has not tracked these costs separately,
it does not believe the impact of the Year 2000 remediation efforts has had a
material impact on the Company's results of operations for the periods
presented, or that any additional costs will have a material impact on the
Company's future results of operations.
The Company has completed the assessment phase of all major information
technology systems. The majority of these systems, including software
applications, have been updated through the normal course of upgrades and
program maintenance. The remaining systems have been assessed and the Company
has established plans for remediation and testing which the Company anticipates
will conclude by the second quarter of 1999.
-12-
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations (Continued)
YEAR 2000 (Continued)
The Company has substantially completed the assessment phase of operating
equipment which utilizes non-information technology systems, typically embedded
technology such as micro controllers. In most cases the Company has either made
the recommended changes, or contacted vendors to determine whether the equipment
will experience Year 2000 problems. The majority of the remaining systems have
been assessed and the Company has established plans for remediation and testing
which the Company anticipates will conclude by the third quarter of 1999.
The Company has contacted its significant suppliers and financial institutions
but has not yet received adequate responses from all of them to determine the
status of their Year 2000 compliance. Management continues to evaluate what
impact the failure of these organizations to become Year 2000 compliant could
have on the Company's consolidated financial position or results of operations.
Management of the Company believes its Year 2000 program is addressing the Year
2000 issue in a timely manner. However, as noted above, the Company has not yet
completed all necessary phases of its Year 2000 program. In the event that the
Company does not complete any remaining phases, the Company may have to conduct
certain operations in an alternative manner. There can be no assurance that the
Company's results of operations would not be materially and adversely affected
by the delays and inefficiencies inherent in conducting operations in such a
manner. In addition, disruptions in the general economy or from third parties
resulting from Year 2000 issues could also materially adversely affect the
Company. The amount of potential liability and lost earned revenue, as a result
of the Company's failure to be Year 2000 compliant, a third party's failure to
be Year 2000 compliant or an economic slowdown, cannot be reasonably estimated.
The Company is currently evaluating contingency plans in the event of a Year
2000 failure. The Company anticipates that these contingency plans will be
completed by the end of the second quarter of 1999.
LIQUIDITY AND CAPITAL RESOURCES
During the three months ended March 31, 1999, the Company's primary sources of
liquidity were proceeds from its revolving credit facility and cash flow
generated from operations which were used for investing activities and to fund
the growth in working capital. Working capital increased $19.2 million from
$118.5 million at December 31, 1998 to $137.7 million at March 31, 1999.
Net cash utilized by operating activities of $4.0 million decreased by $3.3
million when compared with the same period in 1998. An increase in net income
coupled with a decrease in inventories accounted for a majority of the
improvement over the first quarter of 1998. The changes in operating assets and
liabilities vary from period to period and are affected by the mix, stage of
completion and commercial terms of contracts.
-13-
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations (Continued)
LIQUIDITY AND CAPITAL RESOURCES (Continued)
Net cash utilized by investing activities of $2.8 million for the three months
ended March 31, 1999, consisted of capital expenditures and the acquisition of
the remaining 18 percent interest in Oregon Culvert Company, Inc. The Company
expended $3.5 million for capital improvements, related primarily to
construction of a new steel service center in Woodland, Washington, and realized
$3.0 million in proceeds from the sale of idle property. The Company
anticipates that capital expenditures for fiscal year 1999 will approximate the
level of depreciation and amortization, although there can be no assurance that
such levels will not increase or decrease.
The Company continues to evaluate and selectively pursue opportunities for
growth or expansion of its business through investment in or acquisition of
complementary businesses. Acquisition and investment candidates are evaluated
based on various criteria in a process which includes due diligence, management
reviews and board approval. Management anticipates that investment and / or
acquisition opportunities will be available to the Company and intends to
investigate those opportunities for future growth and expansion of its business.
The Company expects that any such acquisitions will be financed from cash on
hand or available under the Company's revolving credit facility. In certain
cases, acquisitions may be funded using stock or pursuant to stand-alone credit
facilities.
Cash provided by financing activities consisted primarily of proceeds from the
Company's revolving credit facility. The Company paid cash dividends of $1.2
million, or $0.17 per share, compared with $1.1 million, or $0.15 per share,
during the three months ended March 31, 1999 and 1998, respectively.
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 the unused portion of a $70.0 million unsecured revolving credit
facility which expires on January 31, 2002. On May 10, 1999, $52 million of
borrowings and $10.8 million of stand-by letters of credit were outstanding
under this credit facility. The Company expects to borrow under this credit
facility for working capital requirements during 1999.
FORWARD-LOOKING STATEMENTS
Any of the comments in this quarterly report that refer to the Company's
estimated or future results, margins on existing or future projects, long-term
profitability, Year 2000 issues and demand and growth trends for Pitt-Des
Moines, Inc., are forward-looking and reflect the Company's current analysis of
existing trends and information. Actual results may differ materially from
current expectations or projections based on a number of factors affecting the
Company's businesses. The Company's estimates of future performance depend on,
among other things, the likelihood of receiving certain new awards. While these
estimates are based on the good faith judgment of management, these estimates
frequently change based on new facts which
-14-
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations (Continued)
FORWARD-LOOKING STATEMENTS (Continued)
become available. In addition, the timing of receipt of revenue by the Company
from engineering and construction projects can be affected by a number of
factors outside the control of the Company. The Company's businesses are also
subject to fluctuations in demand and to changing global economic and political
conditions which are beyond the control of the Company and may cause actual
results to differ from the forward-looking statements contained in this
quarterly report.
These forward-looking statements represent the Company's judgment only as of the
date of this quarterly report. As a result, the reader is cautioned not to rely
on these forward-looking statements. The Company disclaims any intent or
obligation to update these forward-looking statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Due to current conditions in the credit markets and considering the favorable
terms of the Company's credit facility, management believes interest rate
exposure is minimal.
The Company has limited operations outside the United States. As such, there is
limited exposure to the Company's future earnings due to changes in foreign
currency exchange rates. A 10 percent appreciation of the United States dollar
against the related currencies would not have a significant effect on the future
earnings of the Company.
-15-
<PAGE>
Part II - Other Information
Item 1. Legal Proceedings
Refer to Part I Item 1, Notes C and D of the Notes to Consolidated
Financial Statements for information, which information is incorporated
herein by reference.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
(3.1) Articles of Incorporation, as amended to date (filed herewith)
(27) Financial Data Schedule.
(b) Reports on Form 8-K.
There were no reports on Form 8-K filed by the Company during the
quarter ended March 31, 1999.
-16-
<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: May 14, 1999 By: /s/ Wm. W. McKee
--------------------------------
Wm. W. McKee
(President and
Chief Executive Officer)
Principal Financial Officer:
Date: May 14, 1999 By: /s/ R. A. Byers
-------------------------------
R. A. Byers
(Vice President
Finance and Treasurer)
-17-
<PAGE>
EXHIBIT INDEX
Exhibit
Number
- ------
(3.1) Articles of Incorporation, as amended to date
(27) Financial Data Schedule
-18-
<PAGE>
EXHIBIT 3.1
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
PITT-DES MOINES, INC.
FIRST. The name of the Corporation is Pitt-Des Moines, Inc.
SECOND. The location and post office address of its registered office
in this Commonwealth is Neville Island, 3400 Grand Avenue, Pittsburgh,
Pennsylvania 15225.
THIRD. The purpose or purposes of the Corporation are to have
unlimited power to engage in and to do any lawful act concerning any or all
lawful business for which corporations may be incorporated under the Business
Corporation Law, approved the 5th day of May, A.D. 1933, P.L. 364, as amended,
including but not limited to, manufacturing, processing, research or
development, and the business of engineering, fabricating and erecting steel and
other metal structures of all types.
FOURTH. The term of its existence is perpetual.
FIFTH. (a) The Corporation shall have the power to create and issue a
total of eighteen million shares, divided into a class of fifteen million shares
of Common Stock, no par value, and a class of three million shares of Preferred
Stock, par value $.01 per share. The Preferred Stock shall be divided into one
or more series as the Board of Directors may determine as hereinafter provided.
(b) The holders of Common Stock shall have one vote per share. The Common
Stock shall be subject to the prior rights of holders of any series of Preferred
Stock outstanding, according to the preferences, if any, of such series.
(c) Each series of Preferred Stock may have full, limited, multiple or
fractional, or no voting rights, and such designations, preferences,
qualifications, privileges, limitations, restrictions, options, conversion
rights and other special or relative rights as determined by the Board of
Directors as hereinafter provided. The division of the Preferred Stock into
series, the determination of the designation and the number of shares of any
such series and the determination of the voting rights, preferences,
qualifications, privileges, limitations, restrictions, options, conversion
rights and other special or relative rights of the shares of any such series may
be accomplished by an amendment to this Article FIFTH which amendment may be
made solely by action of the Board of Directors which shall have the full
authority permitted by law to make such division and determinations.
(d) Unless otherwise provided by law or in a resolution or resolutions
establishing any particular series of Preferred Stock, the aggregate number of
authorized shares of Preferred Stock may be increased by an amendment to the
Articles of Incorporation approved solely by the
<PAGE>
holders of the Common Stock and of any Preferred Stock which is entitled
pursuant to its voting rights designated by the Board to vote thereon, if at
all, voting together as a class.
(e) Shares may be issued at a price determined by the Board of Directors or
the Board may set a minimum price or establish a formula or method by which the
price may be determined. Consideration for shares may consist of money,
obligations (including an obligation of a shareholder), services performed
whether or not contracted for, contracts for services to be performed or any
other tangible or intangible property. If shares are issued for other than
money, the value of the consideration shall be determined by or in a manner
provided by the Board of Directors. Consideration for shares shall be paid to
the Corporation or as ordered by the Board of Directors.
(f) Upon authorization by the Board of Directors, the Corporation may issue
or distribute its own shares pro rata to its shareholders or the shareholders of
one or more classes or series, if the relative rights of the holders of any
class or series are not adversely affected thereby, to effectuate stock
dividends or splits and any such transaction shall not require payment of
consideration. The Board of Directors may authorize and the Corporation may
make distributions to the fullest extent now or hereafter permitted by the laws
of the Commonwealth of Pennsylvania.
(g) Notwithstanding any other provision of this Article FIFTH, shareholders
shall not be entitled to cumulate their votes in the election of Directors.
SIXTH. (a) All powers vested by law in the Corporation shall be
exercised by or under the authority of, and the business and affairs of the
Corporation shall be managed under the direction of, the Board of Directors.
(b) The Board of Directors of the Corporation shall consist of at least six
(6) and not more than fifteen (15) Directors, the exact number to be set from
time to time by resolution of the Board of Directors of the Corporation.
Directors shall be natural persons of full age, but need not be residents of the
Commonwealth of Pennsylvania or shareholders of the Corporation.
(c) Directors of the Corporation shall be elected by the shareholders,
except as provided in this subparagraph (c). Vacancies in the Board of
Directors, including vacancies resulting from an increase in the number of
Directors, may be filled by a majority vote of the remaining members of the
Board though less than a quorum, or by a sole remaining Director, and each
person so selected shall hold office until the next selection of the class for
which such Director has been chosen and until his successor has been selected
and qualified or until his earlier death, resignation or removal.
(d) The Board of Directors shall be classified in respect of the time for
which they shall severally hold office by dividing them into three classes which
shall be as nearly equal in number as possible. Each member of each class shall
be elected for a term until the third annual shareholders meeting following his
taking office and until his successor has been selected and qualified or until
his earlier death, resignation or removal. The term of office of one class
shall expire at the annual meeting of shareholders in each year. At each annual
meeting of
<PAGE>
shareholders, the successors to the Directors of the class whose terms expire
that year shall be elected to hold office.
(e) Only candidates for Director who have been duly nominated in accordance
with the bylaws of the Corporation shall be eligible for election. In elections
for Directors, voting need not be by ballot, except upon demand made by a
shareholder entitled to vote at the election and before the voting begins. The
candidates receiving the highest number of votes from each class or group of
classes, if any, entitled to elect Directors separately up to the number of
Directors to be elected by the class or group of classes shall be elected. If
at any meeting of shareholders Directors of more than one class are to be
elected, each class of Directors shall be elected in a separate election.
(f) The entire Board of Directors, or a class of the Board, or any
individual Director may be removed from office only for cause by the vote of
shareholders, or of the holders of a class or series of shares entitled to elect
Directors, or the class of Directors, except that the entire Board of Directors
may be removed without cause by the unanimous vote or consent of shareholders
entitled to vote thereon. In case the Board or such a class of the Board or any
one or more Directors be so removed, new Directors may be elected at the same
meeting. The amendment or repeal of this provision shall not apply to any
incumbent Director during the balance of the term for which he was elected.
(g) No reclassification of the Board of Directors or decrease in its size
shall have the effect of shortening the term of any incumbent Director.
(h) A majority of the Directors in office shall be necessary to constitute
a quorum for the transaction of business at a meeting of the full Board, and the
acts of a majority of the Directors present and voting at a meeting at which a
quorum is present shall be the acts of the Board of Directors. If any meeting
of Directors cannot be organized because a quorum is not present, a majority of
the Directors present may adjourn the meeting to such time and place as they may
determine, subject to the Bylaws of the Corporation. Every Director shall be
entitled to one vote.
SEVENTH. (a) In addition to any affirmative vote required by law, the
Articles of Incorporation, or the Bylaws of the Corporation, any Business
Combination with an Interested Shareholder shall require the affirmative vote of
at least a majority of the votes entitled to be cast by the holders of all then
outstanding shares of Voting Stock other than the Interested Shareholder, voting
together as a single class; provided, however, that such affirmative vote shall
not be required and such Business Combinations shall require only the
affirmative vote, if any, required by law, the Articles of Incorporation, or the
Bylaws of the Corporation if:
(i) The Business Combination shall have been approved by a majority of
Disinterested Directors; or
(ii) All of the following six conditions shall have been met:
<PAGE>
(A) The transaction constituting the Business Combination shall
provide for a consideration to be received by holders of Common Stock
in exchange for their stock, and the aggregate amount of the cash
consideration and the Fair Market Value as of the date of the
consummation of the Business Combination of consideration other than
cash to be received per share by holders of Common Stock in such
Business Combination shall be at least equal to the highest of the
following:
(I) (if applicable) the highest per share price (including any
brokerage commissions, transfer taxes, and soliciting dealers'
fees) paid by the Interested Shareholder in order to acquire any
shares of Common Stock beneficially owned by the Interested
Shareholder which were acquired (x) within the five year period
immediately prior to the first public announcement of the proposed
Business Combination (the "Announcement Date") or (y) in the
transaction in which the Interested Shareholder became an
Interested Shareholder, whichever is higher;
(II) the Fair Market Value per share of Common Stock on the
Announcement Date or on the date on which the Interested
Shareholder became an Interested Shareholder (the "Determination
Date"), whichever is higher;
(III) the highest Fair Market Value per share of Common Stock
for the two years immediately preceding the Announcement Date,
where the closing sale price is determined for each trading day
without reference to the immediately preceding 30-day period; and
(IV) (if applicable) the price per share equal to the Fair
Market Value per share of Common Stock determined pursuant to
clause (II) preceding, multiplied by the ratio of (x) the highest
per share price (including any brokerage commissions, transfer
taxes, and soliciting dealers' fees) paid in order to acquire any
shares of Common Stock beneficially owned by the Interested
Shareholder which were acquired within the five year period
immediately prior to the Announcement Date to (y) the Fair Market
Value per share of Common Stock on the first day in such five year
period on which the Interested Shareholder beneficially owned any
shares of Common Stock.
All per share prices shall be adjusted to reflect any intervening stock
splits, stock dividends and reverse stock splits.
(B) If the transaction constituting the Business Combination shall
provide for a consideration to be received by holders of any class or
series of outstanding Voting Stock other than Common Stock, the
aggregate amount of the cash and the Fair Market Value as of the date
of the consummation of the Business Combination of consideration other
than cash to be received per share by
<PAGE>
holders of shares of such Voting Stock shall be at least equal to the
highest of the following (it being intended that the requirements of
this clause (ii)(B) shall be required to be met with respect to every
such class or series of outstanding Voting Stock whether or not the
Interested Shareholder beneficially owns any shares of a particular
class or series of such Voting Stock);
(I) (if applicable) the highest per share price (including
any brokerage commissions, transfer taxes, and soliciting
dealers' fees) paid by the Interested Shareholder in order to
acquire any shares of such class or series of Voting Stock
beneficially owned by the Interested Shareholder which were
acquired (x) within the five year period immediately prior to the
Announcement Date or (y) in the transaction in which the
Interested Shareholder became an Interested Shareholder,
whichever is higher;
(II) (if applicable) the highest preferential amount per
share to which the holders of shares of such class or series of
Voting Stock are entitled in the event of any liquidation,
dissolution, or winding up of the Corporation;
(III) the highest Fair Market Value per share of such class
or series of Voting Stock for the two years immediately preceding
the Announcement Date, where the closing sale price is determined
for each trading day without reference to the immediately
preceding 30-day period;
(IV) the Fair Market Value per share of such class or series
of Voting Stock on the Announcement Date or on the Determination
Date, whichever is higher; and
(V) (if applicable) the price per share equal to the Fair
Market Value per share of such class or series of Voting Stock
determined pursuant to clause (IV) immediately preceding,
multiplied by the ratio of (x) the highest per share price
(including any brokerage commissions, transfer taxes, and
soliciting dealers' fees) paid in order to acquire any shares of
such class or series of Voting Stock beneficially owned by the
Interested Shareholder which were acquired within the five year
period immediately prior to the Announcement Date to (y) the Fair
Market Value per share of such class or series of Voting Stock on
the first day in such five period on which the Interested
Shareholder beneficially owned any share of such class or series
of Voting Stock.
All per share prices shall be adjusted to reflect any intervening stock splits,
stock dividends, and reverse stock splits.
(C) The consideration to be received by holders of a particular
class or series of outstanding Voting Stock (including Common Stock)
shall be in cash or in the same form as was previously paid in order
to acquire shares of such class or
<PAGE>
series of Voting Stock which are beneficially owned by the Interested
Shareholder. If the Interested Shareholder beneficially owns shares of
any class or series of Voting Stock which were acquired with varying
forms of consideration, the form of consideration to be received by
holders of such class or series of Voting Stock shall be either cash
or the form used to acquire the largest number of shares of such class
or series of Voting Stock beneficially owned by the Interested
Shareholder.
(D) After such Interested Shareholder has become an Interested
Shareholder and prior to the consummation of such Business
Combination:
(I) except as approved by a majority of the Disinterested
Directors, there shall have been no failure to declare and pay at
the regular date therefor any periodic or regular dividends
(whether or not cumulative) on any outstanding preferred stock;
(II) there shall have been (x) no reduction in the periodic or
regular rate of dividends paid on the Common Stock (except as
necessary to reflect any subdivision of the Common Stock), except
as approved by a majority of the Disinterested Directors, and (y)
an increase in such periodic or regular rate of dividends (as
necessary to prevent any such reduction) in the event of any
reclassification (including any reverse stock split),
recapitalization, reorganization, or any similar transaction
which has the effect of reducing the number of outstanding shares
of the Common Stock, unless the failure so to increase such
periodic or regular rate is approved by a majority of the
Disinterested Directors; and
(III) such Interested Shareholder shall not have become the
beneficial owner of any additional shares of Voting Stock except
as part of the transaction in which such Interested Shareholder
became an Interested Shareholder.
(E) After such Interested Shareholder has become an Interested
Shareholder, such Interested Shareholder shall not have received the
benefit, directly or indirectly (except proportionately as a
shareholder), of any loans, advances, guarantees, pledges, or other
financial assistance or any tax credits or other tax advantages
provided by the Corporation, whether in anticipation of or in
connection with a Business Combination or otherwise.
(F) A proxy or information statement describing the proposed
Business Combination and complying with the requirements of the
Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder (or any subsequent provisions replacing such
Act, rules, or regulations) shall be mailed to public shareholders of
the Corporation at least 30 days prior to the consummation of such
Business Combination (whether or not such proxy or
<PAGE>
information statement is required to be mailed pursuant to such Act or
subsequent provisions).
(b) For the purposes of this Article SEVENTH:
(i) The term "Business Combination" shall mean:
(A) any merger or consolidation of the Corporation or any
Subsidiary with (I) any Interested Shareholder or with (II) any other
corporation (whether or not itself an Interested Shareholder) which
is, or after such merger or consolidation would be, an Affiliate or
Associate of an Interested Shareholder;
(B) any sale, lease, exchange, mortgage, pledge, transfer, or
other disposition (in one transaction or a series of transactions) to
or with any Interested Shareholder and/or any Affiliate or Associate
of any Interested Shareholder of any assets of the Corporation or any
Subsidiary thereof having an aggregate Fair Market Value of, equal to
or in excess of a Substantial Part of the assets of the Corporation;
(C) the issuance, exchange, sale, or transfer by the Corporation
or any Subsidiary (in one transaction or a series of transactions) of
any securities of the Corporation or any Subsidiary to any Interested
Shareholder and/or any Affiliate or Associate of any Interested
Shareholder in exchange for cash, securities, or other consideration
(or a combination thereof) having an aggregate Fair Market Value of,
equal to or in excess of a Substantial Part of the assets of the
Corporation;
(D) the adoption of any plan or proposal for the liquidation or
dissolution or division of the Corporation proposed by or on behalf of
any Interested Shareholder or any Affiliate or Associate of any
Interested Shareholder; or
(E) any reclassification of securities (including any reverse
stock split), or recapitalization or division of the Corporation, or
any merger or consolidation of the Corporation with any of its
Subsidiaries which involves or is proposed by or on behalf of any
Interested Shareholder or any Affiliate or Associate of any Interested
Shareholder and has the effect, directly or indirectly, of increasing
the proportionate share of the outstanding shares of any class of
equity securities or securities convertible into equity securities of
the Corporation or any Subsidiary which is directly or indirectly
owned by an Interested Shareholder or any Affiliate or Associate of
any Interested Shareholder.
(ii) The term "person" shall mean any individual, firm, corporation,
partnership, trust or other entity.
<PAGE>
(iii) The term "Interested Shareholder" at any particular time shall
mean any person (other than the Corporation or any Subsidiary and other
than any profit sharing, employee stock ownership, or other employee
benefit plan of the Corporation or any Subsidiary or any trustee of or
fiduciary with respect to any such plan when acting in such capacity) who
or which:
(A) is at such time the beneficial owner, directly or indirectly,
of more than twelve percent (12%) of the voting power of the
outstanding Voting Stock;
(B) was at any time within the two year period immediately prior
to such time the beneficial owner, directly or indirectly, of more
than twelve percent (12%) of the voting power of the then outstanding
Voting Stock; or
(C) is at such time an assignee of or has otherwise succeeded to
the beneficial ownership of any shares of Voting Stock which were at
any time within two years prior to such time beneficially owned by any
Interested Shareholder, if such assignment or succession shall have
occurred in the course of a transaction or series of transactions not
involving a public offering within the meaning of the Securities Act
of 1933, as amended.
(iv) A person shall be a "beneficial owner" of any Voting Stock:
(A) which such person or any of its Affiliates or Associates
beneficially owns, directly or indirectly, within the meaning of Rule
13d-3 of the General Rules and Regulations under the Securities
Exchange Act of 1934, as amended, as in effect on October 1, 1989;
(B) which such person or any of its Affiliates or Associates has
(I) the right to acquire (whether or not such right is exercisable
immediately or only after the passage of time) pursuant to any
agreement, arrangement, or understanding or upon the exercise of
conversion rights, exchange rights, warrants or options, or otherwise,
or (II) the right to vote pursuant to any agreement, arrangement, or
understanding; or
(C) which is beneficially owned, directly or indirectly, by any
other person with which such person or any of its Affiliates or
Associates has any agreement, arrangement, or understanding for the
purpose of acquiring, holding, voting, or disposing of any shares of
Voting Stock.
(v) For the purposes of determining whether a person is an Interested
Shareholder pursuant to Section (b) (iii) of this Article SEVENTH, the
number of shares of Voting Stock deemed to be outstanding shall include
shares deemed owned by an Interested Shareholder through application of
Section (b) (iv) of this Article SEVENTH but shall not include any other
shares of Voting Stock which may be issuable pursuant to
<PAGE>
any agreement, arrangement, or understanding, or upon the exercise of
conversion rights, warrants or options, or otherwise.
(vi) "Affiliate" or "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 of the General Rules and Regulations
under the Securities Exchange Act of 1934, as amended, as in effect on
October 1, 1989 (the term "registrant" in said Rule 12b-2 meaning in this
case the Corporation).
(vii) "Subsidiary" means any corporation of which a majority of any
class of equity security is owned, directly or indirectly, by the
Corporation; provided, however, that for the purposes of the definition of
Interested Shareholder set forth in Section (b)(iii) of this Article
SEVENTH the term "Subsidiary" shall mean only a corporation of which a
majority of each class of equity security is owned, directly or indirectly,
by the Corporation.
(viii) "Disinterested Director" means any member of the Board of
Directors of the Corporation (the "Board") who is unaffiliated with, and
not a representative of, an Interested Shareholder and who was a member of
the Board prior to the time that the Interested Shareholder became an
Interested Shareholder and any successor of a Disinterested Director who is
unaffiliated with, and not a representative of, the Interested Shareholder
and is recommended or elected to succeed a Disinterested Director by a
majority of the Disinterested Directors then on the Board.
(ix) "Fair Market Value" means: (a) in the case of stock, the highest
closing sale price during the 30-day period immediately preceding the date
in question of a share of such stock on the American Stock Exchange, or, if
such stock is not listed on such exchange, on the principal United States
securities exchange registered under the Securities Exchange Act of 1934,
as amended, on which such stock is listed, or, if such stock is not listed
on any such exchange, the highest closing bid quotation with respect to a
share of such stock during the 30-day period preceding the date in question
on the National Association of Securities Dealers, Inc., Automated
Quotations System or any system then in use, or if no such quotations are
available, the fair market value on the date in question of a share of such
stock as determined by the Board of Directors in good faith with the
approval of at least a majority of the Disinterested Directors in the
determination made; and (b) in the case of property other than cash or
stock, the fair market value of such property on the date in question as
determined by the Board of Directors in good faith with the approval of at
least a majority of the Disinterested Directors in the determination made.
(x) In the event of any Business Combination in which the Corporation
survives, the phrase "consideration other than cash to be received" as used
in Section (a) (ii) of this Article SEVENTH shall include the shares of
Common Stock and/or the shares of any class of outstanding Voting Stock
retained by the holders of such shares.
(xi) A "Substantial Part of the assets of the Corporation" shall mean
more than ten percent (10%) (for purposes of subparagraph (b)(i)(B) of this
Article SEVENTH) or
<PAGE>
five percent (5%) (for purposes of subparagraph (b)(i)(C) of this Article
SEVENTH) of the fair market value of the total assets of the Corporation as
of the end of its most recent fiscal quarter ending prior to the time the
determination is made.
(xii) The term "Voting Stock" shall mean the outstanding shares of
all classes or series of authorized capital stock of the Corporation
entitled to vote generally in the election of Directors.
(xiii) The term "Common Stock" shall mean the outstanding shares of
the Common Stock and shall also mean any class of common stock which may be
authorized under the Articles of Incorporation.
(c) A majority of the Disinterested Directors shall have the power and duty
to determine for the purposes of this Article SEVENTH on the basis of
information known to them after reasonable inquiry, all questions arising in
connection with the operation of or compliance with this Article SEVENTH,
including without limitation (i) whether a person is an Interested Shareholder,
(ii) the number of shares of Voting Stock beneficially owned by any person,
(iii) whether a person is an Affiliate or Associate of another, (iv) whether the
applicable conditions set forth in Section (a)(ii) of this Article SEVENTH have
been met with respect to any Business Combination, and (v) whether the assets
which are the subject of any Business Combination equal or exceed, or whether
the consideration to be received from the issuance or transfer of securities by
the Corporation or any Subsidiary in any Business Combination equals or exceeds,
a Substantial Part of the assets of the Corporation. Any such determination
made in good faith shall be binding and conclusive on all parties.
(d) Nothing contained in this Article SEVENTH shall be construed to relieve
any Interested Shareholder from any fiduciary obligation imposed by law.
(e) Unless otherwise clear from the context, all terms used in this Article
SEVENTH shall have the meanings given to them in this Article SEVENTH. The
masculine gender shall include the feminine and neuter genders, and vice versa;
and the singular shall include the plural, and vice versa.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1999 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 17,440
<SECURITIES> 0
<RECEIVABLES> 111,701
<ALLOWANCES> 840
<INVENTORY> 25,150
<CURRENT-ASSETS> 223,574
<PP&E> 131,243
<DEPRECIATION> 73,449
<TOTAL-ASSETS> 229,558
<CURRENT-LIABILITIES> 85,867
<BONDS> 52,000
0
0
<COMMON> 33,549
<OTHER-SE> 120,404
<TOTAL-LIABILITY-AND-EQUITY> 299,558
<SALES> 142,846
<TOTAL-REVENUES> 142,846
<CGS> 122,314
<TOTAL-COSTS> 122,314
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 702
<INCOME-PRETAX> 8,711
<INCOME-TAX> 3,414
<INCOME-CONTINUING> 5,297
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,297
<EPS-PRIMARY> 0.75
<EPS-DILUTED> 0.71
</TABLE>
