-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, pDEb3f8EG+ch+IajCbzB8CeL3kDENFcQaRjzuB/HvPzOwlVFSfiVJuVGxf5XWviv o5zo35oaiupXwcy2mfEJLA== 0000030067-95-000006.txt : 19950516 0000030067-95-000006.hdr.sgml : 19950516 ACCESSION NUMBER: 0000030067-95-000006 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19950331 FILED AS OF DATE: 19950515 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DRAVO CORP CENTRAL INDEX KEY: 0000030067 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 250447860 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-05642 FILM NUMBER: 95539072 BUSINESS ADDRESS: STREET 1: 3600 ONE OLIVER PLZ CITY: PITTSBURGH STATE: PA ZIP: 15222-2651 BUSINESS PHONE: 2054322651 MAIL ADDRESS: STREET 1: P O BOX 2068 CITY: MOBILE STATE: AL ZIP: 36652 10-Q 1 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For Quarter Ended: March 31, 1995 Commission File Number: 1-5642 DRAVO CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania 25-0447860 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) One Oliver Plaza, Pittsburgh, Pennsylvania 15222 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (412) 566-3000 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No The number of shares outstanding of each of the registrant's classes of common stock as of April 30, 1995: Title of Class Shares Outstanding Common Stock, $1.00 par value 14,770,680 DRAVO CORPORATION AND SUBSIDIARIES INDEX PART I - FINANCIAL INFORMATION Page No. Consolidated Balance Sheets at March 31, 1995 and December 31, 1994 3, 4 Consolidated Statements of Operations for the Quarters ended March 31, 1995 and 1994 5 Consolidated Statements of Cash Flows for the Quarters ended March 31, 1995 and 1994 6, 7 Notes to Consolidated Financial Statements 8-13 Management's Discussion and Analysis of Financial Condition and Results of Operations 14, 15 PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 16 SIGNATURES 17 -2- DRAVO CORPORATION AND SUBSIDIARIES Consolidated Balance Sheets ($ in 000's)
March 31, December 31, 1995 1994 (unaudited) ASSETS Current assets: Cash and cash equivalents $ 2,753 $ 2,027 Accounts receivable, net 17,513 140,602 Notes receivable, net 1,598 2,803 Inventories 13,775 12,638 Other current assets 3,709 2,067 Total current assets 39,348 160,137 Advances to and equity in joint ventures 2,160 2,536 Notes receivable 3,690 5,061 Other assets 20,922 21,281 Deferred income taxes 24,853 24,853 Property, plant and equipment 209,844 195,333 Less: accumulated depreciation and amortization 102,534 101,872 Net property, plant and equipment 107,310 93,461 Total assets $198,283 $307,329
See accompanying notes to consolidated financial statements. -3- DRAVO CORPORATION AND SUBSIDIARIES Consolidated Balance Sheets ($ in 000's)
March 31, December 31, 1995 1994 (unaudited) LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Current portion of long-term notes $ 6,084 $ 85,077 Accounts payable - trade 19,992 36,257 Income taxes 509 352 Accrued insurance 1,410 2,265 Accrued retirement contribution 2,825 2,388 Net liabilities of discontinued operations 9,722 13,547 Other current liabilities 10,467 13,912 Total current liabilities 51,009 153,798 Long-term notes 36,293 42,440 Net liabilities of discontinued operations 7,018 8,445 Other liabilities 5,988 5,900 Redeemable preference stock: Par value $1, issued 200,000 shares: Series D, $12.35 cumulative, convertible, exchangeable (entitled in liquidation to $20.0 million) 20,000 20,000 Shareholders' equity: Preference stock, par value $1, authorized 1,878,870: Series B, $2.475 cumulative, convertible; issued 27,386 and 28,386 shares (entitled in liquidation to $1.5 million and $1.6 million); 27 28 Series D, reported above Common stock, par value $1, authorized 35,000,000 shares; issued 14,992,055 and 14,985,839 14,992 14,986 Other capital 63,573 63,554 Retained earnings 1,919 18 Treasury stock at cost: Common shares 185,291 and 119,221 (2,536) (1,840) Total shareholders' equity 77,975 76,746 Total liabilities and shareholders' equity $198,283 $307,329
See accompanying notes to consolidated financial statements. -4- DRAVO CORPORATION AND SUBSIDIARIES Consolidated Statements of Operations (unaudited, $ in 000's, except per share data)
Quarters ended March 31, 1995 1994 Revenue $ 33,905 $ 57,681 Cost of revenue 25,204 50,107 Gross profit 8,701 7,574 Selling, general and administrative expenses 5,191 7,479 Earnings from operations 3,510 95 Other income (expense): Equity in earnings of joint ventures 234 337 Other income 179 406 Interest income 75 132 Interest expense (1,273) (2,241) Net other income (expense) (785) (1,366) Earnings (loss) before taxes 2,725 (1,271) Provision for income taxes 190 -- Earnings (loss) before cumulative accounting change 2,535 (1,271) Cumulative effect of accounting change -- (1,361) Net earnings (loss) 2,535 (2,632) Preference dividends 634 637 Net earnings (loss) available for common shares $ 1,901 $ (3,269) Earnings (loss) per share: Operations $ 0.13 $ (0.13) Cumulative effect of accounting change -- (0.09) Total $ 0.13 $ (0.22) Weighted average shares outstanding 14,912 14,852
See accompanying notes to consolidated financial statements. -5- DRAVO CORPORATION AND SUBSIDIARIES Consolidated Statements of Cash Flows (unaudited, $ in 000's)
Quarters ended March 31, 1995 1994 CASH FLOWS FROM OPERATING ACTIVITIES: Net earnings (loss) $ 2,535 $ (1,271) Adjustments to reconcile net earnings to net cash provided (used) by continuing operations activities: Depreciation and amortization 2,151 4,417 Change in accounting principle -- (1,361) Gain on sale of assets -- (406) Equity in joint ventures 376 (263) Changes in assets and liabilities: Decrease in accounts receivable 2,625 3,721 Decrease in notes receivable 77 92 Decrease (increase) in inventories (1,137) 1,841 Increase in other current assets (1,368) (3,320) Increase (decrease) in accounts payable and accrued expenses (19,448) 3,020 Increase (decrease) in taxes payable 157 (77) Decrease (increase) in other assets 359 (2,438) Increase in other liabilities 88 59 Net cash provided (used) by continuing operations activities (13,585) 4,014 Decrease in net liabilities of discontinued operations (4,952) (2,010) Proceeds from repayment of notes receivable from sale of discontinued operations 2,200 400 Net cash used by discontinued operations activities (2,752) (1,610) Net cash provided (used) by operating activities (16,337) 2,404 CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from sale of assets 120,464 652 Additions to property, plant and equipment (16,954) (5,466) Other, (net) (1) 1 Net cash provided (used) by investing activities $103,509 $ (4,813)
See accompanying notes to consolidated financial statements. -6- DRAVO CORPORATION AND SUBSIDIARIES Consolidated Statements of Cash Flows (unaudited, $ in 000's)
Quarters ended March 31, 1995 1994 CASH FLOWS FROM FINANCING ACTIVITIES: Net borrowing under revolving credit agreements $ -- $ 4,000 Principal payments under long-term notes (85,140) (517) Proceeds from issuance of common stock 24 23 Purchase of treasury stock (696) -- Dividends on preference stock (634) (637) Net cash provided (used) by financing activities (86,446) 2,869 Net increase in cash and cash equivalents 726 460 Cash and cash equivalents at beginning of period 2,027 808 Cash and cash equivalents at end of period $ 2,753 $ 1,268 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid (received) during the period for: Interest (net of amount capitalized) $ 1,748 $ 2,237 Income tax 33 77
See accompanying notes to consolidated financial statements. -7- DRAVO CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (1) Basis of Presentation The accompanying consolidated financial statements include the accounts of Dravo Corporation and its majority-owned subsidiaries (the company). The principal subsidiaries are Dravo Lime company, one of the nation's largest lime producers, and Dravo Basic Materials Company, Inc. (DBM). The company completed a transaction on December 30, 1994 in which it sold substantially all the assets and certain liabilities of DBM. The assets and liabilities sold have been removed from the company's March 31, 1995 and December 31, 1994 balance sheets. The March 31, 1994 statement of operations includes the results of DBM for the quarter. Significant intercompany balances and transactions have been eliminated in the consolidation process. These unaudited consolidated financial statements include all adjustments, consisting only of normal, recurring accruals, which management considers necessary for a fair presentation of the company's consolidated financial position, results of operations, and cash flows for the interim periods presented. Certain reclassifications of previously reported balances have been made to conform to the current period's presentation. (2) Inventories Inventories are classified as follows:
($ in 000's) March 31, December 31, 1995 1994 Finished goods $ 1,880 $ 1,834 Materials and supplies 11,895 10,804 Net inventories $13,775 $12,638
Inventories are valued at average production cost or market, whichever is lower. The cost of products produced includes raw materials, direct labor, and operating overhead. -8- DRAVO CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (3) Contingent Liabilities The company has been notified by the federal Environmental Protection Agency (EPA) that the EPA believes the company is a potentially responsible party (PRP) for the clean-up of soil and groundwater contamination at four subsites in Hastings, Nebraska. The Hastings site is one of the EPA's priority sites for taking remedial action under the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA). At one of these subsites, a municipal landfill, the company believes it could not have disposed of hazardous wastes at the particular subsite because the landfill was closed prior to the time the company and its predecessor initiated the operation which generated the type of hazardous substances found at this subsite. Other PRPs, including the local municipality, have agreed to perform the remedial investigation and to design soil and groundwater remedies at this subsite. The company has also been notified by EPA that EPA considers it a PRP at another municipal landfill in Hastings. At least three other parties (including the City of Hastings) are considered by EPA to be PRPs at this second subsite. At this subsite, the company has concluded that the City of Hastings is responsible for a proper closure of the landfill and the remediation of any release of hazardous substances. In January, 1994, EPA invited the company and the other PRPs to make an offer to conduct a remedial investigation and feasibility study (RI/FS) of this subsite and stated that the EPA was in the process of preparing a work plan for the RI/FS. None of the PRPs has volunteered to undertake the RI/FS. With respect to the third subsite, the company and two other PRPs have been served with administrative orders directing them to undertake soil remediation and interim groundwater remediation at that subsite. The company is currently complying with these orders while reserving its right to seek reimbursement from the United States for its costs if it is determined it is not liable for response costs or if it is required to incur costs because of arbitrary, capricious or unreasonable requirements imposed by the EPA. The EPA has taken no legal action with respect to its demand that the company and the other PRPs pay its past response costs. A total of five parties have been named by the EPA as PRPs at this subsite, but two of them have been granted de minimis status. The company believes other persons should also be named as PRPs. The fourth subsite is a former naval ammunition depot which was subsequently converted to an industrial park. The company and its predecessor owned and operated an HVAC facility in this industrial park. To date the company's investigation indicates that it did not cause the release of hazardous substances in this subsite during the time it owned and operated the facility. The United States has undertaken to conduct the remediation of this subsite. -9- DRAVO CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (3) Contingent Liabilities (continued) In addition to subsite clean-up, the EPA is seeking a clean-up of area- wide contamination associated with all of the subsites in and around Hastings, Nebraska. The company, along with other Hastings PRPs, has recommended that the EPA adopt institutional controls as the area-wide remedy in Hastings. EPA has indicated some interest in this proposal but has decided to first conduct an area-wide remedial investigation before choosing a remedy. On August 10, 1992 the company filed suit in the Alabama District Court against its primary liability insurance carriers and one of its predecessor's insurers, seeking a declaratory judgment that the company is entitled to a defense and indemnity under its contracts of insurance (including certain excess policies provided by one of the primary carriers) with regard to the third Hastings subsite. The company recently settled the claim against its predecessor's insurer, but the case against the company's insurers is still in litigation. An award of punitive damages is also being sought against the company's insurers for their bad faith in failing to investigate the company's claim and/or denying the company's claim. The company has notified its primary and excess general liability carrier, as well as the excess carrier of its predecessor, of the receipt of its notice of potential liability at the first, second and fourth subsites. Estimated total clean-up costs, including capital outlays and future maintenance costs for soil and groundwater remediation of approximately $18 million, are based on independent engineering studies. Included in the discontinued operations provision is the company's estimate that it will participate in 33 percent of these remediation costs. The company's estimated share of the costs is based on its assessment of the total clean-up costs, its potential exposure, and the viability of other named PRPs. -10- DRAVO CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (3) Contingent Liabilities (continued) In 1990, the company filed an action now pending in Luzerne County, Pennsylvania alleging breach of contract and unjust enrichment arising out of the termination of a construction contract for the Hazleton Gasification Facility Expansion. The suit named as defendants Continental Energy Associates (CEA), the project owner; Continental Cogeneration Corporation (CCC), the general partner of CEA; and Swiss Bank Corporation, the project lender. CEA and CCC filed a separate suit against the company which, as amended, seeks damages for breach of contract, negligent design and construction, negligent misrepresentation, fraud and tortious interference with the contract of surety. The two suits, along with a third action commenced by CEA and CCC against the company's surety, the Insurance Company of North America, have been consolidated. Documents produced by CEA and CCC during the course of discovery allege claims at an amount from approximately $10 million to approximately $35 million. However, the construction contract contains a provision limiting damages to the value of the contract (a net of approximately $10 million) which the company would seek to have specifically enforced. In late 1994, both CEA and CCC filed for protection from creditors under Chapter 11 of the United States Bankruptcy Code. In January 1995, the Bankruptcy Court entered an order approving non-binding mediation of the dispute with the company. As a result of the mediation, CEA, CCC and the company have reached an agreement in principle setting forth the terms of a full and final settlement of the dispute. The settlement is subject to (i) negotiation of a definitive settlement agreement signed by the parties, (ii) approval of the Bankruptcy Court and (iii) payment by the company of $2.8 million. The company's contribution to the settlement will be charged against the previously established reserve for discontinued operations. Other claims and assertions made against the company will be resolved, in the opinion of management, without material additional charges to earnings. The company has asserted claims that management believes to be meritorious, but no estimate can be made at present of the timing or the amount of recovery. -11- DRAVO CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (4) Discontinued Operations In December, 1987, Dravo's Board of Directors approved a major restructuring program which concentrated the company's future direction exclusively on opportunities involving its natural resources business. The plan included the sale or other disposition of the former Engineering and Construction segment. The remaining discontinued operations' assets and liabilities at March 31, 1995 and December 31, 1994 relate to non-cancelable leases, insurance, environmental, legal and other matters associated with exiting the engineering and construction business and are presented below:
($ in 000's) March 31, December 31, 1995 1994 Current assets: Accounts and retainers receivable $ -- $ 24 Total current assets -- 24 Accounts and retainers receivable 444 444 Other 5,125 5,121 Total assets $ 5,569 $ 5,589 Current liabilities: Accounts and retainers payable $ 72 $ 63 Accrued loss on leases 2,305 2,315 Other 7,345 11,193 Total current liabilities 9,722 13,571 Accrued loss on leases 5,083 5,632 Other 7,504 8,378 Total liabilities $ 22,309 $ 27,581 Net liabilities and accrued loss on leases of discontinued operations $(16,740) $(21,992)
-12- DRAVO CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (5) Pro forma Information The company completed a transaction on December 30, 1994 in which it sold to Martin Marietta Materials, Inc. (Martin Marietta), effective January 3, 1995, substantially all the assets of its construction aggregates business. Assets sold included the assets, properties and leases of Dravo Basic Materials Company, Inc. (DBM), a wholly-owned subsidiary of the company, and Atchafalaya Mining Company, Inc. (AMC), a wholly-owned subsidiary of DBM, used in the production, marketing, distribution and sale of various aggregate products. Also sold was the capital stock of Dravo Bahama Rock Limited (DBR), a wholly-owned foreign subsidiary of DBM. Proforma data is provided below for comparative purposes only and does not purport to be indicative of the results which actually would have been obtained if the disposition had been effected on the pro forma dates, or other results which may be obtained in the future. The following pro forma statement of operations presents the results of operations assuming the disposition had been completed as of the beginning of 1994. Adjustments have been made to exclude the results of DBM, to decrease interest expense for loans prepaid in early 1995 from the sale proceeds, and to record interest income at overnight investment rates for cash received in excess of liabilities paid.
($ in 000's, except per share data) Quarters ended March 31, 1995 1994 Actual Pro Forma Revenue $ 33,905 $ 30,063 Gross profit 8,701 6,829 Selling, general and administrative expenses 5,191 4,446 Other income 488 835 Interest expense (1,273) (1,127) Earnings (loss) before taxes 2,725 2,091 Income tax expense 190 146 Earnings (loss) from continuing operations 2,535 1,945 Earnings (loss) per share, continuing operations 0.13 0.09
-13- DRAVO CORPORATION AND SUBSIDIARIES Management's Discussion and Analysis of Financial Condition and Results of Operations The company completed a transaction on December 30, 1994 in which it sold to Martin Marietta Materials, Inc., effective January 3, 1995, substantially all the assets of its construction aggregates business, Dravo Basic Materials Company, Inc. (DBM). As a result, the company has one principal operating subsidiary, Dravo Lime Company, a major U. S. lime producer. The statement of operations for the first quarter ended March 31, 1994 includes DBM; a period in which DBM generated nearly 50 percent of the company's revenue but only 10 percent of its gross profit. For a meaningful comparison, the current year's results should be compared to last year's results on a pro forma basis. The pro forma results assume the DBM sales transaction occurred prior to 1994 and are presented in Note 5 of the Notes to Consolidated Financial Statements. Net earnings for the first quarter of 1995 were $1.9 million, or 13 cents per common share, compared to a $2.6 million loss, or $.22 per share, last year. Last year's results included a $1.4 million charge, nine cents per share, related to adoption of Statement of Financial Accounting Standards No. 112, "Employers' Accounting for Postemployment Benefits". While revenue was down $23.8 million from last year's actual that included DBM, lime revenue increased $3.8 million from last year. Demand for lime from electric utilities and key non-utility markets, particularly steel and pulp & paper, was robust. Lime gross profit increased $1.1 million, or 15 percent, on the strong demand. Also contributing to the net earnings improvement was a substantial reduction in interest expense as the company used the proceeds from the DBM sale to reduce debt. Significant changes in the company's balance sheet from year-end 1994 to March 31, 1995 occurred as a result of the collection of $120.5 million on January 3, 1995 from the sale of DBM's assets. The proceeds were used to reduce debt over $85 million and to satisfy $15 million of DBM's accounts payable. Property, plant and equipment increased over $13 million during the first quarter, primarily due to construction of two new lime kilns and related material handling equipment at the company's Black River lime facility in northern Kentucky. The expansion of the Black River facility is nearly complete. Both kilns have started initial production and are going through a shake-down period. The kilns are expected to be at full capacity during the second quarter, increasing the company's lime production capability by 700,000 tons-per- year. -14- DRAVO CORPORATION AND SUBSIDIARIES Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued) On May 11, 1995, the company reached an agreement in principle to settle a long-standing dispute with Continental Energy Associates (CEA), the owner of a coal gasification facility built by Dravo in Hazleton, Pennsylvania. Currently in reorganization, CEA has committed as part of this agreement in principle to seek approval for the settlement from the U. S. Bankruptcy Court. After it is approved the settlement would resolve all disputes between the various parties involved in the matter. The agreement calls for the company to make a $2.8 million lump sum payment to CEA. The payment will be charged against the previously established reserve for discontinued operations and, therefor, will not impact current earnings. -15- DRAVO CORPORATION AND SUBSIDIARIES PART II - Other Information Item 6. Exhibits and Reports on Form 8-K (a) Exhibits The following is filed as an exhibit to Part I of this Form 10-Q: Exhibit No. 11 - Statement re computation of per share earnings. (b) Reports on Form 8-K On January 17, 1995 the company filed a Form 8-K reporting on (a) the sale of substantially all the assets of Dravo Basic Materials Company, Inc. (DBM) and (b) a noncompetition and nondisclosure agreement related to the DBM sale. A pro forma balance sheet at September 30, 1994, pro forma statements of operations for the nine months ended September 30, 1994 and 12 months ended December 31, 1993 and explanatory notes to the pro forma financial statements were included in the Form 8-K. -16- 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. DRAVO CORPORATION (Registrant) Date: May 12, 1995 /s/ERNEST F. LADD III Ernest F. Ladd III Executive Vice President and Chief Financial Officer Date: May 12, 1995 /s/LARRY J. WALKER Larry J. Walker Controller (Principal Accounting Officer) -17- EX-11 2 EARNINGS PER SHARE CALCULATION Exhibit 11. Statement Re Computation of Per Share Earnings
(In 000's, except per share data) Quarters ended March 31, Primary 1995 1994 Earnings: Earnings (loss) before cumulative effect of accounting change $ 2,535 $(1,271) Deduct dividends on preference stock 634 637 Earnings (loss) before cumulative effect of accounting change 1,901 (1,908) Cumulative effect of accounting change -- (1,361) Net earnings (loss) applicable to common stock $ 1,901 $(3,269) Shares: Weighted average number of common shares outstanding 14,853 14,852 Dilutive effect of outstanding options and rights (as determined by the application of the treasury stock method at the average market price for the period) 59 --(1) Weighted average number of shares outstanding, as adjusted 14,912 14,852 Primary earnings (loss) per share: Operations $ 0.13 $ (0.13) Cumulative effect of accounting change -- (0.09) Net earnings (loss) per share $ 0.13 $ (0.22) Fully diluted Earnings: Net earnings (loss) $ 2,535 $(2,632) Deduct dividends on preference stock (2) 634 637 Net earnings applicable to common stock $ 1,901 $(3,269) Shares: Weighted average number of common shares outstanding 14,853 14,852 Dilutive effect of outstanding options and rights (as determined by the application of the treasury stock method at the higher of the closing or the average market price for the period) 59 --(1) Weighted average number of shares outstanding, as adjusted 14,912 14,852 Fully diluted earnings (loss) per share $ 0.13 $ (0.22)
-18- Exhibit 11. Statement Re Computation of Per Share Earnings (continued)
(In 000's, except per share data) Quarters ended March 31, Additional Fully Diluted Computation (3) 1995 1994 Earnings: Net earnings (loss) $ 2,535 $(2,632) Shares: Weighted average number of common shares outstanding 14,853 14,852 Dilutive effect of outstanding options and rights (as determined by the application of the treasury stock method at the higher of the closing or average market price for the period) 59 83 Shares issuable from assumed exercise of convertible preference stock 1,688 1,702 Weighted average number of shares outstanding, as adjusted 16,600 16,637 Fully diluted earnings per share $ 0.15 $ (0.16) (1) The inclusion of outstanding options and rights in the computation would have an anti-dilutive effect on earnings per share. (2) The inclusion of preference stock in the fully dilutive computation would have an anti-dilutive effect on earnings per share. (3) This calculation is submitted in accordance with Securities Exchange Act of 1934, Regulation S-K, paragraph 229.601 (b)(11) although it is contrary to paragraph 40 of APB Opinion No. 15 because it produces an anti-dilutive result.
-19- EX-27 3 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM DRAVO CORPORATION'S MARCH 31, 1995 FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 3-MOS DEC-31-1995 MAR-31-1995 2,753 0 19,219 108 13,775 39,348 209,844 102,534 198,283 51,009 0 14,992 20,000 27 62,956 198,283 33,905 33,905 25,204 25,204 0 0 1,273 2,725 190 2,535 0 0 0 2,535 .13 .13
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