-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DpTSOUFJQ/Bx+f8lFcPpMmb4N7DYXKFWceUhZr7fGYCLqb66LNzfUH+IXt2pNhOC l9BVQjka6QQChVmRYP3ZeA== 0000030067-95-000012.txt : 19951119 0000030067-95-000012.hdr.sgml : 19951119 ACCESSION NUMBER: 0000030067-95-000012 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19950930 FILED AS OF DATE: 19951114 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: 95591373 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: September 30, 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 October 31, 1995: Title of Class Shares Outstanding Common Stock, $1.00 par value 14,703,546 DRAVO CORPORATION AND SUBSIDIARIES INDEX PART I - FINANCIAL INFORMATION Page No. Consolidated Balance Sheets at September 30, 1995 and December 31, 1994 3, 4 Consolidated Statements of Operations for the Quarters ended September 30, 1995 and 1994 5 Consolidated Statements of Operations for the Nine Months ended September 30, 1995 and 1994 6 Consolidated Statements of Cash Flows for the Nine Months ended September 30, 1995 and 1994 7, 8 Notes to Consolidated Financial Statements 9 - 14 Management's Discussion and Analysis of Financial Condition and Results of Operations 15, 16 PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 17 SIGNATURES 18 -2- DRAVO CORPORATION AND SUBSIDIARIES Consolidated Balance Sheets ($ in 000's) September 30, December 31, 1995 1994 (unaudited)
ASSETS Current assets: Cash and cash equivalents $ 176 $ 2,027 Accounts receivable, net 23,309 140,602 Notes receivable, net 1,280 2,803 Inventories 13,279 12,638 Net assets of disc. operations 692 -- Other current assets 1,453 2,067 Total current assets 40,189 160,137 Advances to and equity in joint ventures 2,469 2,536 Notes receivable 3,610 5,061 Other assets 25,639 21,281 Deferred income taxes 24,853 24,853 Property, plant and equipment 220,616 195,333 Less: accumulated depreciation and amortization 107,236 101,872 Net property, plant and equipment 113,380 93,461 Total assets $210,140 $307,329
See accompanying notes to consolidated financial statements. -3- DRAVO CORPORATION AND SUBSIDIARIES Consolidated Balance Sheets ($ in 000's) September 30, December 31, 1995 1994 (unaudited)
LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Current portion of long-term notes $ 6,087 $ 85,077 Accounts payable - trade 13,777 36,257 Income taxes 837 352 Accrued insurance 1,615 2,265 Accrued retirement contribution 4,509 2,388 Net liabilities of discontinued operations -- 13,547 Other current liabilities 6,818 13,912 Total current liabilities 33,643 153,798 Long-term notes 59,072 42,440 Net liabilities of discontinued operations 10,519 8,445 Other liabilities 6,034 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 25,386 and 28,386 shares (entitled in liquidation to $1.5 million and $1.6 million); 25 28 Series D, reported above Common stock, par value $1, authorized 35,000,000 shares; issued 15,051,237 and 14,985,839 15,051 14,986 Other capital 64,003 63,554 Retained earnings 6,300 18 Treasury stock at cost: Common shares 347,691 and 119,221 (4,507) (1,840) Total shareholders' equity 80,872 76,746 Total liabilities and shareholders' equity $210,140 $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 September 30, 1995 1994 Revenue $ 37,774 $ 75,305 Cost of revenue 28,310 62,636 Gross profit 9,464 12,669 Selling, general and administrative expenses 5,440 7,379 Earnings from operations 4,024 5,290 Other income (expense): Equity in earnings of joint ventures 96 689 Other expense -- (50) Interest income -- 224 Interest expense (970) (2,480) Net other income (expense) (874) (1,617) Earnings before taxes 3,150 3,673 Provision (benefit) for income taxes 220 (194) Net earnings 2,930 3,867 Preference dividends 633 636 Net earnings available for common shares $ 2,297 $ 3,231 Earnings per share: Operations $ 0.15 $ 0.22 Weighted average shares outstanding 14,889 14,927
See accompanying notes to consolidated financial statements. -5- DRAVO CORPORATION AND SUBSIDIARIES Consolidated Statements of Operations (unaudited, $ in 000's, except per share data) Nine Months ended September 30, 1995 1994
Revenue $ 107,376 $ 205,614 Cost of revenue 79,731 172,725 Gross profit 27,645 32,889 Selling, general and administrative expenses 16,133 22,195 Earnings from operations 11,512 10,694 Other income (expense): Equity in earnings of joint ventures 564 1,467 Other income 182 566 Interest income 75 568 Interest expense (3,534) (7,118) Net other income (expense) (2,713) (4,517) Earnings before taxes 8,799 6,177 Provision for income taxes 616 432 Earnings before cumulative accounting change 8,183 5,745 Cumulative effect of accounting change -- (1,361) Net earnings 8,183 4,384 Preference dividends 1,901 1,909 Net earnings available for common shares $ 6,282 $ 2,475 Earnings (loss) per share: Operations $ 0.42 $ 0.26 Cumulative effect of accounting change -- (0.09) Total $ 0.42 $ 0.17 Weighted average shares outstanding 14,896 14,931
See accompanying notes to consolidated financial statements. -6- DRAVO CORPORATION AND SUBSIDIARIES Consolidated Statements of Cash Flows (unaudited, $ in 000's)
Nine Months ended September 30, 1995 1994 CASH FLOWS FROM OPERATING ACTIVITIES: Net earnings $ 8,183 $ 5,745 Adjustments to reconcile net earnings to net cash provided (used) by continuing operations activities: Depreciation and amortization 6,869 13,139 Change in accounting principle -- (1,361) Gain on sale of assets -- (566) Equity in joint ventures 67 278 Changes in assets and liabilities: Increase in accounts receivable (3,171) (3,626) Decrease in notes receivable 472 757 Decrease (increase) in inventories (641) 6,581 Decrease (increase) in other current assets 888 (4,092) Increase (decrease) in accounts payable and accrued expenses (27,423) 16,136 Increase in taxes payable 485 485 Increase in other assets (4,358) (6,894) Increase in other liabilities 134 12 Net cash provided (used) by continuing operations activities (18,495) 26,594 Decrease in net liabilities of discontinued operations (11,865) (4,738) Proceeds from repayment of notes receivable from sale of discontinued operations 2,200 1,200 Net cash used by discontinued operations activities (9,665) (3,538) Net cash provided (used) by operating activities (28,160) 23,056 CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from sale of assets 120,464 1,456 Additions to property, plant and equipment (27,742) (39,018) Other, (net) 51 -- Net cash provided (used) by investing activities $ 92,773 $(37,562)
See accompanying notes to consolidated financial statements. -7- DRAVO CORPORATION AND SUBSIDIARIES Consolidated Statements of Cash Flows (unaudited, $ in 000's)
Nine Months ended September 30, 1995 1994 CASH FLOWS FROM FINANCING ACTIVITIES: Net borrowing under revolving credit agreements $ 22,749 $ 6,900 Principal payments under long-term notes (85,156) (1,477) Proceeds from issuance of long-term notes 0 10,980 Proceeds from issuance of common stock 511 42 Purchase of treasury stock (2,667) -- Dividends on preference stock (1,901) (1,909) Net cash provided (used) by financing activities (66,464) 14,536 Net increase (decrease) in cash and cash equivalents (1,851) 30 Cash and cash equivalents at beginning of period 2,027 808 Cash and cash equivalents at end of period $ 176 $ 838 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid (received) during the period for: Interest (net of amount capitalized) $ 3,941 $ 6,970 Income tax 131 (53)
See accompanying notes to consolidated financial statements. -8- 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 subsidiary is Dravo Lime company, one of the nation's largest lime producers. The company completed a transaction on December 30, 1994 in which it sold substantially all the assets and certain liabilities of Dravo Basic Materials Company, Inc. (DBM). The assets and liabilities sold have been removed from the company's September 30, 1995 and December 31, 1994 balance sheets. DBM is inactive except for activities associated with winding up its affairs. The statements of operations include the results of DBM for the quarter and for the nine months ended September 30, 1994. 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)
September 30, December 31, 1995 1994 Materials and supplies $ 11,460 $ 10,804 Finished goods 1,819 1,834 Net inventories $ 13,279 $ 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. -9- 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 agreed to participate in an EPA initiated allocation proceeding for 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. -10- 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 has 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. 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, were consolidated. -11- DRAVO CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (3) Contingent Liabilities (continued) 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 reached an agreement setting forth the terms of a full and final settlement of the dispute. The settlement which was approved by the Bankruptcy Court on August 14, 1995 provided for payment by the company of $2.8 million. The company's contribution to the settlement was charged against the previously established reserve for discontinued operations. Other claims and assertions made against the company will be resolved, in the opinion of management, without material additional charges to earnings. The company has asserted claims that management believes to be meritorious, but no estimate can be made at present of the timing or the amount of recovery. -12- DRAVO CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (4) Discontinued Operations In December, 1987, Dravo's Board of Directors approved a major restructuring program which concentrated the company's future direction exclusively on opportunities involving its natural resources business. The plan included the sale or other disposition of the former Engineering and Construction segment. The remaining discontinued operations' assets and liabilities at September 30, 1995 and December 31, 1994 relate to non-cancelable leases, insurance, environmental, legal and other matters associated with exiting the engineering and construction business and are presented below: ($ in 000's) September 30, December 31,
1995 1994 Current assets: Accounts and retainers receivable $ 107 $ 24 Other 5,347 -- Total current assets 5,454 24 Accounts and retainers receivable 328 444 Other 2,122 5,121 Total assets $ 7,904 $ 5,589 Current liabilities: Accounts and retainers payable $ 158 $ 63 Accrued loss on leases 2,173 2,315 Other 2,431 11,193 Total current liabilities 4,762 13,571 Accounts and retainers payable 15 -- Accrued loss on leases 3,980 5,632 Other 8,974 8,378 Total liabilities $ 17,731 $ 27,581 Net liabilities and accrued loss on leases of discontinued operations $ (9,827) $(21,992)
-13- DRAVO CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (5) Pro forma Information The company completed a transaction on December 30, 1994 in which it sold to Martin Marietta Materials, Inc. (Martin Marietta), effective January 3, 1995, substantially all the assets of its construction aggregates business. Assets sold included the assets, properties and leases of Dravo Basic Materials Company, Inc. (DBM), a wholly-owned subsidiary of the company, and Atchafalaya Mining Company, Inc. (AMC), a wholly-owned subsidiary of DBM, used in the production, marketing, distribution and sale of various aggregate products. Also sold was the capital stock of Dravo Bahama Rock Limited (DBR), a wholly-owned foreign subsidiary of DBM. Pro forma data is provided below for comparative purposes only and does not purport to be indicative of the results which actually would have been obtained if the disposition had been effected on the pro forma dates, or other results which may be obtained in the future. The following pro forma statement of operations presents the results of operations assuming the disposition had been completed as of the beginning of 1994. Adjustments have been made to exclude the results of DBM, to decrease interest expense for loans prepaid in early 1995 from the sale proceeds, and to record interest income at overnight investment rates for cash received in excess of liabilities paid.
($ in 000's, Quarters ended Nine Months ended except per share data) September 30, September 30, 1995 1994 1995 1994 Actual Pro Forma Actual Pro Forma Revenue $ 37,774 $ 32,430 $107,376 $ 93,731 Gross profit 9,464 7,827 27,645 23,208 Selling, general and administrative expenses 5,440 4,802 16,133 13,569 Other income (expense) Equity in earnings of joint ventures 96 405 564 985 Other income -- -- 182 199 Interest income -- 445 75 1,326 Interest expense (970) (1,210) (3,534) (3,513) Net other income (expense) (874) (360) (2,713) (1,003) Earnings before taxes 3,150 2,665 8,799 8,636 Income tax expense 220 187 616 605 Earnings from continuing operations $ 2,930 $ 2,478 $ 8,183 $ 8,031 Earnings per share, continuing operations $ 0.15 $ 0.12 $ 0.42 $ 0.32
-14- 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 statements of operations for the quarter and nine month periods ending September 30, 1994 include DBM. For a more 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 quarter were $2.9 million, or 15 cents per common share, compared to $3.9 million, or 22 cents per share, in 1994. The third quarter typically was DBM's strongest earnings period and last year it contributed approximately $700,000 to net income, including income from a joint venture shell dredging operation. Earnings from joint ventures are down nearly $600,000 due to higher maintenance expense at a contract mining facility and the sale of the shell dredging operation as part of the DBM transaction. Both revenue and gross profit were significantly higher for the lime business compared to last year. The increased capacity provided by the expansion of the Black River facility and continued strong demand for lime contributed to the improvement. Selling, general and administrative expenses were lower than last year due to personnel reductions and consolidation of the company's administrative functions following the DBM sale. Interest expense is lower due to capitalization of interest associated with the Black River construction project and an overall lower debt level as the company used the proceeds from the DBM sale to reduce debt. Year-to-date earnings of $8.2 million, 42 cents per share, are $3.9 million, 25 cents per share, higher than last year. Higher tonnage, revenue, gross profit and earnings before interest and tax from lime operations caused part of the improvement. Interest expense was less than half the $7.1 million expensed last year due to lower debt levels and interest capitalization. Earnings from joint ventures are $903,000 lower than last year, for the same reasons stated above in the quarter review, with the contract mining operation accounting for $400,000 of the variance. 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." On a pro forma basis, earnings slightly exceeded last year as the improved lime earnings were offset by higher administrative expenses and lower interest income. The variances occur because of differences between actual experience and the assumptions used to calculate the pro forma information. Certain general and administrative expenses that were allocated to DBM last year were removed from expense for pro forma purposes, however, a portion of those expenses must still be supported by continuing operations. The interest variance results from the net -15- DRAVO CORPORATION AND SUBSIDIARIES Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued) proceeds received from the DBM sale, after debt reduction, actually being used to finance capital improvements instead of being invested and returning interest income at short-term rates as calculated in the pro forma presentation. Significant changes in the company's balance sheet from year-end 1994 to September 30, 1995 resulted from the collection of $120.5 million on January 3, 1995 from the sale of DBM's assets. The proceeds were used to reduce debt more than $85 million, satisfy DBM's accounts payable and finance ongoing capital projects. In October, the company issued an order for a new kiln as part of a previously announced $20 million expansion at its Maysville, Kentucky operation. The expansion also includes an upgrade of underground limestone mining operations and will increase production capacity 350,000 tons by early 1997. Construction and permanent financing for the expansion is being negotiated with the company's current bank lenders. In August 1995, the company paid $2.8 million as its share of a previously announced settlement with Continental Energy Associates (CEA), the owner of a coal gasification facility built by Dravo in Hazleton, Pennsylvania. The payment was charged against the previously established reserve for discontinued operations and, therefore, did not impact current earnings. -16- 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 The Company filed no Reports on Form 8-K for the quarter ended September 30, 1995. -17- 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: November 10, 1995 /s/ERNEST F. LADD III Ernest F. Ladd III Executive Vice President and Chief Financial Officer Date: November 10, 1995 /s/LARRY J. WALKER Larry J. Walker Vice President and Controller (Principal Accounting Officer) -18- 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 September 30, Primary 1995 1994 Earnings: Net earnings $ 2,930 $ 3,867 Deduct dividends on preference stock 633 636 Net earnings applicable to common stock $ 2,297 $ 3,231 Shares: Weighted average number of common shares outstanding 14,700 14,863 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) 189 64 Weighted average number of shares outstanding, as adjusted 14,889 14,927 Primary earnings per share $ 0.15 $ 0.22 Fully diluted Earnings: Net earnings $ 2,930 $ 3,867 Deduct dividends on preference stock (1) 633 636 Net earnings applicable to common stock $ 2,297 $ 3,231 Shares: Weighted average number of common shares outstanding 14,700 14,863 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) 189 101 Weighted average number of shares outstanding, as adjusted 14,889 14,964 Fully diluted earnings per share $ 0.15 $ 0.22
-19- Exhibit 11. Statement Re Computation of Per Share Earnings (continued)
(In 000's, except per share data) Quarters ended September 30, Additional Fully Diluted Computation (2) 1995 1994 Earnings: Net earnings $ 2,930 $ 3,867 Shares: Weighted average number of common shares outstanding 14,700 14,863 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) 189 101 Shares issuable from assumed exercise of convertible preference stock 1,682 1,695 Weighted average number of shares outstanding, as adjusted 16,571 16,659 Fully diluted earnings per share $ 0.18 $ 0.23
(1) The inclusion of preference stock in the fully dilutive computation would have an anti-dilutive effect on earnings per share. (2) 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. -20- Exhibit 11. Statement Re Computation of Per Share Earnings (In 000's, except per share data) Nine Months ended September 30,
Primary 1995 1994 Earnings: Earnings before cumulative effect of accounting change $ 8,183 $ 5,745 Deduct dividends on preference stock 1,901 1,909 Earnings before cumulative effect of accounting change applicable to common stock 6,282 3,836 Cumulative effect of accounting change -- (1,361) Net earnings applicable to common stock $ 6,282 $ 2,475 Shares: Weighted average number of common shares outstanding 14,771 14,858 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) 125 74 Weighted average number of shares outstanding, as adjusted 14,896 14,932 Primary earnings (loss) per share: Operations $ 0.42 $ .26 Cumulative effect of accounting change -- (0.09) Net earnings per share $ 0.42 $ .17 Fully diluted Earnings: Net earnings $ 8,183 $ 4,384 Deduct dividends on preference stock (1) 1,901 1,909 Net earnings applicable to common stock $ 6,282 $ 2,475 Shares: Weighted average number of common shares outstanding 14,771 14,858 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) 125 101 Weighted average number of shares outstanding, as adjusted 14,896 14,959
-21- Exhibit 11. Statement Re Computation of Per Share Earnings (continued) (In 000's, except per share data)
Nine Months ended September 30, 1995 1994 Fully diluted earnings (loss) per share: Operations $ 0.42 $ 0.26 Cumulative effect of accounting change -- (0.09) Net earnings per share $ 0.42 $ 0.17 Additional Fully Diluted Computation (2) Earnings: Net earnings $ 8,183 $ 4,384 Shares: Weighted average number of common shares outstanding 14,771 14,858 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) 125 70 Shares issuable from assumed exercise of convertible preference stock 1,686 1,698 Weighted average number of shares outstanding, as adjusted 16,582 16,626 Fully diluted earnings per share $ 0.49 $ 0.26
(1) The inclusion of preference stock in the fully dilutive computation would have an anti-dilutive effect on earnings per share. (2) 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. -22- EX-27 3 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM DRAVO CORPORATION'S SEPTEMBER 30, 1995 FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 9-MOS DEC-31-1995 SEP-30-1995 176 0 24697 108 13279 40189 220616 107236 210140 33643 0 15051 20000 25 65796 210140 107376 107379 79731 79731 0 0 3534 8799 616 8183 0 0 0 8183 .42 .42
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