-----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, Hw5S6NkVDVPjmRc+ipBL91u5gSiFIgbjI8yCgU3m+1VDWKIkuhjb7FcMepvN1VqU XdV1CLMIFTOEwXX0R2lQ3g== 0000030067-97-000004.txt : 19970515 0000030067-97-000004.hdr.sgml : 19970515 ACCESSION NUMBER: 0000030067-97-000004 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970331 FILED AS OF DATE: 19970514 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: 97603661 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, 1997 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, 1997: Title of Class Shares Outstanding Common Stock, $1.00 par value 14,777,620 DRAVO CORPORATION AND SUBSIDIARIES INDEX PART I - FINANCIAL INFORMATION Page No. Consolidated Balance Sheets at March 31, 1997 and December 31, 1996 3, 4 Consolidated Statements of Earnings for the Quarters ended March 31, 1997 and 1996 5 Consolidated Statements of Cash Flows for the Quarters ended March 31, 1997 and 1996 6, 7 Notes to Consolidated Financial Statements 8 - 12 Management's Discussion and Analysis of Financial Condition and Results of Operations 13 PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 14 SIGNATURES 15 -2- DRAVO CORPORATION AND SUBSIDIARIES Consolidated Balance Sheets ($ in 000's)
March 31, December 31, 1997 1996 (unaudited) ASSETS Current assets: Cash and cash equivalents $ 1,055 $ 1,600 Accounts receivable, net 22,045 23,265 Notes receivable, net 922 921 Inventories 17,265 16,481 Other current assets 576 751 Total current assets 41,863 43,018 Advances to and equity in joint ventures 2,384 2,093 Notes receivable 4,833 4,380 Other assets 24,886 25,066 Deferred income taxes 24,853 24,853 Property, plant and equipment 251,508 238,025 Less: accumulated depreciation and amortization 114,555 112,026 Net property, plant and equipment 136,953 125,999 Total assets $235,772 $225,409
See accompanying notes to consolidated financial statements. -3- DRAVO CORPORATION AND SUBSIDIARIES Consolidated Balance Sheets ($ in 000's)
March 31, December 31, 1997 1996 (unaudited) LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Current portion of long-term notes $ 6,326 $ 6,166 Accounts payable - trade 13,704 14,542 Accrued insurance 1,807 1,906 Accrued retirement contribution 1,565 1,785 Net liabilities of discontinued operations 6,126 6,299 Other current liabilities 4,011 3,843 Total current liabilities 33,539 34,541 Long-term notes 74,645 63,535 Net liabilities of discontinued operations 6,172 6,786 Other liabilities 6,996 6,632 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 19,386 shares and 20,386 shares(entitled in liquidation to $1.1 million); 19 20 Series D, reported above Common stock, par value $1, authorized 35,000,000 shares; issued 15,100,033 and 15,096,817 15,100 15,097 Other capital 63,075 63,077 Retained earnings 20,507 20,063 Treasury stock at cost: Common shares 328,413 and 333,168 (4,281) (4,342) Total shareholders' equity 94,420 93,915 Total liabilities and shareholders' equity $235,772 $225,409
See accompanying notes to consolidated financial statements. -4- DRAVO CORPORATION AND SUBSIDIARIES Consolidated Statements of Earnings (unaudited, $ in 000's, except per share data)
Quarters ended March 31, 1997 1996 Revenue $ 37,624 $ 38,224 Cost of revenue 29,851 28,486 Gross profit 7,773 9,738 Selling, general and administrative expenses 5,284 5,071 Earnings from operations 2,489 4,667 Other income (expense): Equity in earnings of joint ventures 199 234 Interest income 32 -- Interest expense (1,562) (1,696) Net other income (expense) (1,331) (1,462) Earnings before taxes 1,158 3,205 Provision for income taxes 84 96 Net earnings 1,074 3,109 Preference dividends 630 633 Net earnings available for common shares $ 444 $ 2,476 Earnings per share: Operations $ 0.03 $ 0.17 Weighted average shares outstanding 14,880 14,823
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, 1997 1996 CASH FLOWS FROM OPERATING ACTIVITIES: Net earnings $ 1,074 $ 3,109 Adjustments to reconcile net earnings to net cash provided (used) by continuing operations activities: Depreciation and amortization 2,530 2,790 Equity in joint ventures (291) (238) Changes in assets and liabilities: Decrease (increase) in accounts receivable 1,220 (2,671) Decrease (increase) in notes receivable (454) 9 Increase in inventories (784) (2,183) Decrease (increase) in other current assets 175 (352) Decrease in accounts payable and accrued expenses (947) (4,531) Increase (decrease) in taxes payable 19 (125) Decrease in other assets 180 460 Increase in other liabilities 364 429 Net cash provided (used) by continuing operations activities 3,086 (3,303) Net cash provided (used) by discontinued operations activities (787) 5,971 Net cash provided by operating activities 2,299 2,668 CASH FLOWS FROM INVESTING ACTIVITIES: Additions to property, plant and equipment (13,484) (2,716) Other, (net) 1 -- Net cash used by investing activities $(13,483) $(2,716)
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, 1997 1996 CASH FLOWS FROM FINANCING ACTIVITIES: Net borrowing under revolving credit agreements $ 15,690 $ 6,150 Principal payments under long-term notes (6,084) (6,001) Proceeds from issuance of long-term notes 1,663 -- Proceeds from issuance of common stock -- 32 Dividends on preference stock (630) (633) Net cash provided (used) by financing activities 10,639 (452) Net decrease in cash and cash equivalents (545) (500) Cash and cash equivalents at beginning of period 1,600 1,086 Cash and cash equivalents at end of period $ 1,055 $ 586 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the period for: Interest (net of amount capitalized) $ 1,575 $ 1,712 Income taxes 89 221
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 subsidiary is Dravo Lime Company, one of the nation's largest lime producers. 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, 1997 1996 Materials and supplies $ 14,058 $ 13,895 Finished goods 3,207 2,586 Total inventories $ 17,265 $ 16,481
Finished goods are valued at average production cost or market, whichever is lower, and include raw materials, direct labor, and operating overhead. Materials and supplies are valued at average cost. -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 sub-sites in Hastings, NE. 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). The company participated in an EPA-initiated allocation proceeding for a municipal landfill sub-site to allocate shares of liability for past response costs and costs of a proposed cap of the landfill. As part of this proceeding, the allocator conducted a mediation session which resulted in a settlement among the EPA and the PRPs. Pursuant to the settlement, the company agreed to pay $702,000, or 14.33 percent of the $4.9 million past costs and estimated source control costs for this sub-site. In exchange, the company received contribution protection against third- party claims as well as a covenant from the EPA not to sue for its past and future response costs at this sub-site. The company has also been notified by the EPA that the EPA considers it a PRP at another municipal landfill in Hastings. At least three other parties (including the City of Hastings) are considered by the EPA to be PRPs at this second sub-site. At this sub-site, the company has concluded that the City of Hastings is primarily responsible for proper closure of the landfill and the remediation of any release of hazardous substances. In January, 1994, the EPA invited the company and the other PRPs to make an offer to conduct a remedial investigation and feasibility study (RI/FS) of this sub-site 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 sub-site, the company and two other PRPs have been served with administrative orders directing them to undertake soil remediation and interim groundwater remediation at that sub-site. 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 sub-site, but two of them have been granted de minimis status. The company believes other persons should also be named as PRPs. -9- DRAVO CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (3) Contingent Liabilities (continued) The fourth sub-site is a former naval ammunition depot which was subsequently converted to an industrial park. The company and its predecessor owned and operated a manufacturing facility in this industrial park. To date, the company's investigation indicates that it did not cause the release of hazardous substances at this sub-site during the time it owned and operated the facility. The United States has undertaken to conduct the remediation of this sub-site. In addition to sub-site clean-up, the EPA is seeking a clean-up of area-wide contamination associated with all of the sub-sites in and around Hastings, NE. The company, along with other Hastings PRPs, has recommended that the EPA adopt institutional controls as the area-wide remedy in Hastings. The 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 sub- site. On motion of the defendant insurance carriers, the suit was transferred to the District Court for the Western District of Pennsylvania on October 31, 1996. 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 second and fourth sub-sites. Estimated total clean-up costs, including capital outlays and future maintenance costs for soil and groundwater remediation of approximately $14 million, are based on independent engineering studies. Included in the discontinued operations provision is the company's estimate that it will participate in 33 percent of these remediation costs. The company's estimated share of the costs is based on its assessment of the total clean-up costs, its potential exposure, and the viability of other named PRPs. These estimates are, by their nature, uncertain and dependent upon numerous factors, any of which could cause actual results to differ materially from projected amounts. -10- DRAVO CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (3) Contingent Liabilities (continued) Other claims and assertions made against the company will be resolved, in the opinion of management, without material additional charges to earnings. (4) Discontinued Operations Discontinued operations' assets and liabilities at March 31, 1997 and December 31, 1996 relate to non-cancelable leases, insurance, environmental, legal and other matters associated with exiting the engineering and construction business and are presented below:
($ in 000's) March 31, December 31, 1997 1996 Current assets: Accounts and retainers receivable $ 288 $ 323 Total current assets 288 323 Other 309 309 Total assets $ 597 $ 632 Current liabilities: Accounts and retainers payable $ 536 $ 536 Accrued loss on leases 2,592 2,304 Other 3,286 3,782 Total current liabilities 6,414 6,622 Accrued loss on leases 384 954 Other 6,097 6,141 Total liabilities $ 12,895 $ 13,717 Net liabilities and accrued loss on leases of discontinued operations $(12,298) $(13,085)
-11- DRAVO CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (5) Earnings Per Share In February 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 128, Earnings per Share (FAS 128). FAS 128 supersedes APB Opinion No. 15, Earnings per Share (APB 15) and requires the calculation and dual presentation of Basic and Diluted earnings per share, replacing the measures of Primary and Fully-diluted earnings per share as reported under APB 15. FAS 128 is effective for financial statements issued for periods ending after December 15, 1997; earlier application is not permitted. After the effective date, all prior-period earnings per share data presented must be restated to conform with the provisions of FAS 128. The impact of FAS 128 on the company's earnings per share calculation will be immaterial. -12- DRAVO CORPORATION AND SUBSIDIARIES Management's Discussion and Analysis of Financial Condition and Results of Operations Net earnings for the quarter of $1.1 million were down $2.0 million, or 65 percent, from 1996's first quarter. Several factors contributed to the variance. The Ohio River serves as the major transportation link between the Maysville and Black River lime production facilities and several major utility customers. An early March flood in northern Kentucky stopped the company from loading barges and its customers from unloading barges for an extended period. Further compounding the problem, the Corps of Engineers was forced to close various sections of the river to towboat and barge traffic for up to a week. Once the river was reopened, obtaining barges for lime delivery was complicated by a lack of towboat availability and a delay in getting barges back into a normal operating cycle. The flood, barge unloading equipment problems at a major utility customer's plant and other brief, but unscheduled power plant outages, caused utility lime sales to be down 51,000 tons compared to last year. The company's Longview operation in northern Alabama experienced operating related disruptions that also contributed to the lower earnings. Two of Longview's three kilns had to be shut down several days for major maintenance work that was scheduled to occur later in the year. The down time not only reduced the lime tons produced, but also drove the cost of the tons that were produced, and ultimately cost of sales, much higher than normal. Lower production also required the purchase of lime from outside sources to meet contractual requirements and maintain key customer relationships. Profit margins were reduced because purchased lime costs more than company produced lime. While revenue was down $600,000 from last year, the sales variance would have been larger had the company not purchased lime for resale. Production and customer demand returned to more normal and anticipated levels in April. Capital expenditures for the quarter were $13.5 million compared to $2.7 million last year. Construction progress payments for the new Maysville kiln and the $7.4 million purchase of more than 27 million tons of high calcium reserves adjacent to the Longview facility accounted for a large part of the additions to property, plant and equipment. Long-term debt increased $11.1 million from year-end primarily due to funding capital expenditures. As previously reported, the company announced that it was undertaking an investment banking review of strategic alternatives for accelerating growth including merger or acquisition opportunities. Although this process has not resulted to date in any formal offers to buy the company, discussions continue with prospective buyers. -13- 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 March 31, 1997. -14- 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, 1997 /s/ERNEST F. LADD III Ernest F. Ladd III Executive Vice President and Chief Financial Officer Date: May 12, 1997 /s/LARRY J. WALKER Larry J. Walker Vice President and Controller (Principal Accounting Officer) -15- EX-11 2 EARNINGS PER SHARE Exhibit 11. Statement Re Computation of Per Share Earnings
(In 000's, except per share data) Quarters ended March 31, 1997 1996 Primary Earnings: Net earnings $ 1,074 $ 3,109 Deduct dividends on preference stock 630 633 Net earnings applicable to common stock $ 444 $ 2,476 Shares: Weighted average number of common shares outstanding 14,769 14,708 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) 111 115 Weighted average number of shares outstanding, as adjusted 14,880 14,823 Primary earnings per share $ 0.03 $ 0.17 Fully diluted Earnings: Net earnings $ 1,074 $ 3,109 Deduct dividends on preference stock (1) 630 633 Net earnings applicable to common stock $ 444 $ 2,476 Shares: Weighted average number of common shares outstanding 14,769 14,708 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) 111 143 Weighted average number of shares outstanding, as adjusted 14,880 14,851 Fully diluted earnings per share $ 0.03 $ 0.17
-16- Exhibit 11. Statement Re Computation of Per Share Earnings (continued)
(In 000's, except per share data) Quarters ended March 31, 1997 1996 Additional Fully Diluted Computation (2) Earnings: Net earnings $ 1,074 $ 3,109 Shares: Weighted average number of common shares outstanding 14,769 14,708 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) 111 143 Shares issuable from assumed exercise of convertible preference stock 1,664 1,682 Weighted average number of shares outstanding, as adjusted 16,544 16,533 Fully diluted earnings per share $ 0.06 $ 0.19 (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.
-17- EX-27 3 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM DRAVO CORPORATION'S MARCH 31, 1997 FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 3-MOS DEC-31-1997 MAR-31-1997 1055 0 23164 197 17265 41863 251508 114555 235772 33539 0 15100 20000 19 79301 235772 37624 37624 29851 29851 0 0 1562 1158 84 1074 0 0 0 1074 .03 0
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