-----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, Fwkd2Pu78yTzgOWGU5iAI+UappgNDDhAxVOMQdsHZFTVLtEb22xhI2TUTydek3R6 2MFiDjAv8i4RWTR/pjZ8RQ== 0000030067-98-000005.txt : 19980814 0000030067-98-000005.hdr.sgml : 19980814 ACCESSION NUMBER: 0000030067-98-000005 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980630 FILED AS OF DATE: 19980813 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: SEC FILE NUMBER: 001-05642 FILM NUMBER: 98684396 BUSINESS ADDRESS: STREET 1: 11 STANWIX ST. STREET 2: 11TH FLOOR CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: 412-995-5535 MAIL ADDRESS: STREET 1: 11 STANWIX ST., 11TH FLOOR CITY: PITTSBURGH STATE: PA ZIP: 15222 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: June 30, 1998 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.) 11 Stanwix Street, Pittsburgh, Pennsylvania 15222 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (412) 995-5500 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 July 31, 1998: Title of Class Shares Outstanding Common Stock, $1.00 par value 14,718,509 DRAVO CORPORATION AND SUBSIDIARIES INDEX PART I - FINANCIAL INFORMATION Page No. Consolidated Balance Sheets at June 30, 1998 and December 31, 1997 3, 4 Consolidated Statements of Earnings for the Quarters ended June 30, 1998 and 1997 5 Consolidated Statements of Earnings for the Six months ended June 30, 1998 and 1997 6 Consolidated Statements of Cash Flows for the Six months ended June 30, 1998 and 1997 7, 8 Notes to Consolidated Financial Statements 9 - 14 Management's Discussion and Analysis of Financial Condition and Results of Operations 15 - 17 PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 18 SIGNATURES 19 -2- DRAVO CORPORATION AND SUBSIDIARIES Consolidated Balance Sheets ($ in 000's)
June 30, December 31, 1998 1997 (unaudited) ASSETS Current assets: Cash and cash equivalents $ 3,583 $ 1,477 Accounts receivable, net 19,325 24,995 Notes receivable, net 576 769 Inventories 17,034 17,434 Other current assets 824 980 Total current assets 41,342 45,655 Advances to and equity in joint ventures 2,355 2,450 Notes receivable 5,537 6,873 Other assets 26,883 27,627 Deferred income taxes 29,976 29,976 Property, plant and equipment 269,812 263,926 Less: accumulated depreciation and amortization 126,349 121,277 Net property, plant and equipment 143,463 142,649 Total assets $249,556 $255,230
See accompanying notes to consolidated financial statements. -3- DRAVO CORPORATION AND SUBSIDIARIES Consolidated Balance Sheets ($ in 000's)
June 30, December 31, 1998 1997 (unaudited) LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Current portion of long-term notes $ 9,767 $ 9,736 Accounts payable - trade 14,786 17,546 Accrued insurance 1,842 1,482 Net liabilities of discontinued operations 2,623 3,613 Redeemable preference stock 5,000 5,000 Other current liabilities 7,180 4,368 Total current liabilities 41,198 41,745 Long-term notes 64,549 74,396 Net liabilities of discontinued operations 5,178 5,401 Other liabilities 8,786 9,022 Redeemable preference stock: Par value $1, issued 200,000 shares: Series D, $12.35 cumulative, convertible, exchangeable (entitled in liquidation to $20.0 million) 15,000 15,000 Shareholders' equity: Preference stock, par value $1, authorized 1,878,870: Series B, $2.475 cumulative, convertible; issued 16,000 shares and 18,386 shares(entitled in liquidation to $880,000 and 16 18 $1.0 million); Series D, reported above Common stock, par value $1, authorized 35,000,000 shares; issued 15,110,922 and 15,103,249 15,111 15,103 Other capital 66,809 66,819 Retained earnings 37,783 32,662 Treasury stock at cost: Common shares 392,413 and 397,413 (4,874) (4,936) Total shareholders' equity 114,845 109,666 Total liabilities and shareholders' equity $249,556 $255,230
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 June 30, 1998 1997 Revenue $ 41,883 $ 42,435 Cost of revenue 30,986 30,908 Gross profit 10,897 11,527 Selling, general and administrative expenses 5,150 5,497 Earnings from operations 5,747 6,030 Other income (expense): Equity in earnings of joint ventures 32 174 Other income -- (9) Interest income 130 50 Interest expense (1,725) (1,607) Net other expense (1,563) (1,392) Earnings before taxes 4,184 4,638 Provision for income taxes 774 326 Net earnings 3,410 4,312 Preference dividends 628 629 Net earnings available for common shares $ 2,782 $ 3,683 Earnings per share: Basic $ 0.19 $ 0.25 Diluted $ 0.19 $ 0.25 Weighted average shares outstanding: Basic 14,717 14,776 Diluted 14,760 14,818
See accompanying notes to consolidated financial statements. -5- DRAVO CORPORATION AND SUBSIDIARIES Consolidated Statements of Earnings (unaudited, $ in 000's, except per share data) Six Months ended June 30, 1998 1997
Revenue $ 84,257 $ 80,059 Cost of revenue 63,352 60,759 Gross profit 20,905 19,300 Selling, general and administrative expenses 9,957 10,781 Earnings from operations 10,948 8,519 Other income (expense): Equity in earnings of joint ventures 227 373 Other income 12 (9) Interest income 228 82 Interest expense (3,592) (3,169) Net other expense (3,125) (2,723) Earnings before taxes 7,823 5,796 Provision for income taxes 1,447 410 Net earnings 6,376 5,386 Preference dividends 1,255 1,259 Net earnings available for common shares $ 5,121 $ 4,127 Earnings per share: Basic $ 0.35 $ 0.28 Diluted $ 0.35 $ 0.28 Weighted average shares outstanding: Basic 14,712 14,773 Diluted 14,758 14,851
See accompanying notes to consolidated financial statements. -6- DRAVO CORPORATION AND SUBSIDIARIES Consolidated Statements of Cash Flows (unaudited, $ in 000's)
Six Months ended June 30, 1998 1997 CASH FLOWS FROM OPERATING ACTIVITIES: Net earnings $ 6,376 $ 5,386 Adjustments to reconcile net earnings to net cash provided by continuing operations activities: Depreciation and amortization 5,652 5,007 Gain on sale of assets (12) 9 Equity in joint ventures 95 (470) Changes in assets and liabilities: Decrease in accounts receivable 5,670 1,937 Decrease (increase) in notes receivable 1,529 (1,039) Decrease (increase) in inventories 400 (450) Decrease in other current assets 214 62 Decrease in accounts payable and accrued expenses (666) (1,069) Increase in taxes payable 1,079 77 Decrease in other assets 744 42 Increase (decrease) in other liabilities (236) 432 Net cash provided by continuing operations activities 20,845 9,924 Net cash used by discontinued operations activities (1,213) (1,821) Net cash provided by operating activities 19,632 8,103 CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from the sale of assets 12 -- Additions to property, plant and equipment (6,466) (18,854) Net cash used by investing activities $(6,454) $(18,854)
See accompanying notes to consolidated financial statements. -7- DRAVO CORPORATION AND SUBSIDIARIES Consolidated Statements of Cash Flows (unaudited, $ in 000's)
Six Months ended June 30, 1998 1997 CASH FLOWS FROM FINANCING ACTIVITIES: Net borrowing (repayment) under revolving credit agreements $ (2,000) $ 15,390 Principal payments under long-term notes (7,816) (6,133) Proceeds from issuance of long-term notes -- 1,663 Dividends on preference stock (1,256) (1,259) Net cash provided (used) by financing activities (11,072) 9,661 Net increase (decrease) in cash and cash equivalents 2,106 (1,090) Cash and cash equivalents at beginning of period 1,477 1,600 Cash and cash equivalents at end of period $ 3,583 $ 510 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the period for: Interest (net of amount capitalized) $ 3,722 $ 3,183 Income taxes 256 336
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. 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)
June 30, December 31, 1998 1997 Materials and supplies $ 13,796 $ 14,615 Finished goods 3,238 2,819 Total inventories $ 17,034 $ 17,434
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. -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 cleanup 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). Regarding the first sub-site, 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 that resulted in a settlement among the EPA and the PRPs. Pursuant to the settlement, the company agreed to pay 14.33 percent of the EPA's past costs and the estimated costs of the cap and its maintenance. A Consent Decree incorporating the settlement and requiring the private parties to pay for, construct and maintain the cap has been approved by the United States Justice Department and lodged with the Federal District Court. In exchange, the company received contribution protection against third-party claims as well as a covenant from the EPA not to sue for matters covered by the settlement. 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. The EPA has conducted the remedial investigation for this sub-site. The company, along with some of the other PRPs, including the City of Hastings, is considering a proposal from the EPA to conduct the feasibility study. In 1997, the company and the other PRPs at this sub-site received a demand from the EPA that they pay the EPA's response costs at this sub-site through September 30, 1994. The company and some of the other PRPs, including the City of Hastings, intend to examine these costs to determine whether or not they are valid. -10- DRAVO CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (3) Contingent Liabilities (continued) 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 costs it incurs, as a result of these orders, which are inconsistent with statutory and regulatory requirements. In 1997, the company and the other PRPs at this sub-site received a demand from the EPA that they pay the EPA's response costs at this sub-site through September 30, 1994. The company and some of the other PRPs intend to examine these costs to determine whether or not they are valid. 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 parties should also be named as PRPs. The fourth sub-site is a former naval ammunition depot that 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 is conducting the remediation of this sub-site. In addition to sub-site cleanup, the EPA is seeking remediation of area-wide contamination associated with all of the sub-sites in and around Hastings. 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 completed an area-wide remedial investigation and has asked the PRPs to agree to perform a feasibility study to determine whether institutional controls or another remedial alternative should be undertaken. The company, along with seven other PRPs, is considering this proposal. An acceptable area-wide remediation plan could result in interim remedies at the sub-sites becoming final remedies. In 1997, the company and the other area-wide PRPs received a demand from the EPA that they pay the EPA's area-wide response costs through September 30, 1994. The company and some of the other area-wide PRPs are examining these costs to determine whether or not they are valid. -11- DRAVO CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (3) Contingent Liabilities (continued) 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 regarding the third sub-site, 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 handling the company's claim. A tentative trial date has been set for early 1999. 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 future cleanup costs at the third sub-site, including capital outlays and maintenance costs for soil and groundwater remediation of approximately $6.2 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 and a pro rata share of the EPA's past response costs. The company's estimated share of the costs is based on its assessment of the total cleanup 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. During World War II, the company conducted military shipbuilding activities for the U.S. Navy on a tract of property in Wilmington, Delaware. More limited commercial activities were conducted on a much smaller parcel of property during the period 1927 - 1967. By letter dated May 22, 1998, the Delaware Department of Natural Resources and Environmental Control (DNREC) asserted the company's liability under Delaware's Hazardous Substance Control Act with respect to possible contamination of its former shipyard in Wilmington. The company and the U.S. Army Corps of Engineers (on behalf of the U. S. Navy) have been invited to participate in cost recovery negotiations with the DNREC. -12- DRAVO CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (3) Contingent Liabilities (continued) A portion of the Wilmington site is currently being developed for commercial use under Delaware's "brown fields" legislation. The company understands from the DNREC that, for at least a portion of the site, existing and planned development will achieve a substantial part of the State's remediation goals, because on-site structures, such as parking lots, roads and buildings will prevent migration of contaminants. The company is currently investigating the DNREC's claims, the use and ownership of the Wilmington site, both before and after the company's operations, and the company's historical relationship with the Navy. A detailed title search of the affected properties has begun. To date, the company has identified several other former property owners that were not originally known to the DNREC. At this time no accrual has been made because the amount of the liability, if any, and any share of the liability for which the company may be responsible, is unknown. The company does not consider it reasonable to expect that the resolution of this matter will have a material adverse affect on its financial position. Other claims and assertions made against the company will be resolved, in the opinion of management, without material additional charges to earnings. On April 3, 1998, the company filed suit in the New Jersey Federal District Court against IMO Delaval (Delaval), successor to the entity that supplied a steam turbine generator to a waste-to-energy facility designed and built by one of the company's discontinued operations. Several years ago the company settled a dispute with the facility's owner over failure to meet contractual performance obligations. The company now believes a contributing factor to its failure to meet the performance obligations was caused by equipment supplied by Delaval that did not meet contract specifications. The defect remained undetected until a scheduled maintenance outage called for the generator to be disassembled. The company intends to vigorously pursue its claim against Delaval. -13- DRAVO CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (4) Discontinued Operations Discontinued operations' assets and liabilities at June 30, 1998 and December 31, 1997 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) June 30, December 31, 1998 1997
Current assets: Accounts and retainers receivable $ -- $ 209 Total assets $ -- $ 209 Current liabilities: Accounts and retainers payable $ -- $ 135 Accrued loss on leases -- 1,026 Insurance 350 405 Environmental 1,633 1,684 Other 640 572 Total current liabilities 2,623 3,822 Insurance 2,851 2,706 Environmental 1,214 1,286 Other 1,113 1,409 Total liabilities $ 7,801 $ 9,223 Net liabilities and accrued loss on leases of discontinued operations $ (7,801) $ (9,014)
(5) Comprehensive Income In June 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income" (SFAS 130). SFAS 130 requires the reporting of changes in equity during the period from nonowner sources, such as minimum pension liability adjustments. There were no items of comprehensive income in equity at June 30, 1998 or December 31, 1997. -14- DRAVO CORPORATION AND SUBSIDIARIES Management's Discussion and Analysis of Financial Condition and Results of Operations Revenue during the quarter was down 1.3 percent from the same quarter last year. Wet weather and associated interruptions in lime unloading at power plant locations late in the quarter affected Ohio Valley sales. The slightly lower revenue and resultant lower production levels suppressed gross profit and margins compared to last year's second quarter results, which were especially strong due to pent up demand caused by unprecedented flooding in northern Kentucky during last year's first quarter. Improved selling, general and administrative expenses, largely due to lower pension expense, partially offset the reduced gross profit. Earnings from joint ventures were also down due to lower demand from the single customer at a phosphate contract mining facility. The company's net earnings for reporting purposes reflects an effective tax rate of 19 percent this year versus 7 percent last year. This change in tax rate is the result of the reassessment of the recoverability of the deferred tax asset during last year's fourth quarter as required by Statement of Financial Accounting Standard No. 109. The effective tax rate is used for financial reporting purposes only and will not affect actual taxes paid, which will remain low due to net operating loss utilization. Steady and predictable demand during both the first and second quarters of 1998 led to higher revenue, gross profit and gross profit margins compared to last year when flooding, mentioned above, negatively impacted the company's first six months' results. Earnings before taxes increased 35 percent on higher revenue, lower overhead costs and improved operating efficiencies. Net cash flow from operating activities was $19.6 million at June 30, 1998 versus $8.1 million during the first six months of 1997. Better earnings and substantial reductions in both accounts and notes receivable principally contributed to the increase. Cash flow from operating activities was used to reduce debt $9.8 million from year-end levels and to finance $6.5 million of capital expenditures. On August 12, 1998, the company and a consortium of six banks completed a financing package that restructured the company's $53.0 million revolving credit/letter of credit facility and $15.3 million term loan. The new agreement consists of a $60.0 million five-year revolving credit/letter of credit facility and a $40.0 million five-year term loan. The term loan is payable in equal quarterly installments in the final two years. Interest on the total financing package equals the Eurodollar rate plus 100 basis points through December 31, 1998 compared to current pricing of the Eurodollar rate plus 200 basis points. Commencing January 1, 1999, interest equals -15- DRAVO CORPORATION AND SUBSIDIARIES Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) the Eurodollar rate plus a margin determined by the company's ratio of total debt to earnings before interest, taxes, depreciation and amortization. The margin ranges between 75 and 125 basis points. The company expects to use part of the additional funds provided by the new package to finance the Longview plant's expansion and modernization project. The "Year 2000 Issue," or "Y2K," refers to errors that may occur because many existing computer programs use only the last two digits to refer to a year and may not function properly in the year 2000. Over the past 18 months, the company has replaced its general ledger, payroll, accounts payable, and accounts receivable financial systems with fully compliant Y2K hardware and software. An evaluation is being performed to assess whether other financial systems identified as non-Y2K compliant will be replaced or whether existing software will be modified to accept the year 2000 date. These systems include, billing, spare parts inventory, requisitioning and purchasing. Currently, the company is running diagnostic checks on all its computers to identify hardware and non-financial software that must be upgraded or replaced to be compliant. Also, process control technologies, used to operate various equipment at the company's operating sites, are being evaluated. Major customers and suppliers are being contacted and asked to complete questionnaires to determine their awareness of the Y2K issue and how they are addressing it. The company plans to be Y2K compliant by the end of the third quarter of 1999. Future expenditures to become compliant are currently estimated to approximate $1.0 million. The Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities (FAS 133) in June 1998. FAS 133 standardizes the accounting for derivative instruments, including certain derivative instruments embedded in other contracts. Under the standard, entities are required to carry all derivative instruments on its balance sheet at fair value and changes (ie. gains or losses) in fair value may be required, given certain conditions, to be recognized in earnings in the period of change. Adoption of FAS 133 is required by January 1, 2000. The company does not currently have any conventional financial derivative instruments and does not believe it has any other derivative instruments as defined by FAS 133; however, a thorough review of FAS 133 and the company's contracts is ongoing. -16- DRAVO CORPORATION AND SUBSIDIARIES Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) Certain statements contained in this report, including environmental cleanup costs and the company's estimated completion date and cost to become Year 2000 compliant, are forward looking statements within the meaning of the Securities Exchange Act of 1934. In addition, the company or persons acting on its behalf may from time to time publish or communicate other items which could also be construed to be forward looking statements. Statements of this sort are or will be based on the company's estimates, assumptions and projections, and are subject to risks and uncertainties that could cause actual results to differ materially from those included in the forward looking statements. -17- DRAVO CORPORATION AND SUBSIDIARIES PART II - Other Information Item 6. Exhibits and Reports on Form 8-K 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 June 30, 1998. -18- 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: August 13, 1998 /s/EARL J. BELLISARIO Earl J. Bellisario Senior Vice President, Chief Financial Officer and Secretary Date: August 13, 1998 /s/LARRY J. WALKER Larry J. Walker Vice President and Controller (Principal Accounting Officer) -19- EX-11 2 EARNINGS PER SHARE Exhibit 11. Statement Re Computation of Per Share Earnings (In 000's, except per share data)
Quarters ended June 30, 1998 1997 Basic earnings per share: Net earnings $ 3,410 $ 4,312 Deduct dividends on preference stock 628 629 Net earnings applicable to common stock $ 2,782 $ 3,683 Shares: Weighted average number of common shares outstanding 14,717 14,776 Basic earnings per share $ 0.19 $ 0.25 Diluted earnings per share: Net earnings applicable to common stock $ 2,782 $ 3,683 Shares: Weighted average number of common shares outstanding 14,717 14,776 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) 43 42 Weighted average number of shares outstanding, as adjusted 14,760 14,818 Diluted earnings per share $ 0.19 $ 0.25
-20- Exhibit 11. Statement Re Computation of Per Share Earnings (continued) (In 000's, except per share data) Six Months ended June 30, 1998 1997
Basic earnings per share: Net earnings $ 6,376 $ 5,386 Deduct dividends on preference stock 1,255 1,259 Net earnings applicable to common stock $ 5,121 $ 4,127 Shares: Weighted average number of common shares outstanding 14,712 14,773 Basic earnings per share $ 0.35 $ 0.28 Diluted earnings per share: Net earnings applicable to common stock $ 5,121 $ 4,127 Shares: Weighted average number of common shares outstanding 14,712 14,773 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) 46 78 Weighted average number of shares outstanding, as adjusted 14,758 14,851 Diluted earnings per share $ 0.35 $ 0.28
-21- EX-27 3 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM DRAVO CORPORATION'S JUNE 30, 1998 FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 6-MOS DEC-31-1998 JUN-30-1998 3583 0 20826 925 17034 41342 269812 126349 249556 41198 0 15111 15000 16 99718 249556 84257 84257 63352 63352 0 0 3592 7823 1447 6376 0 0 0 6376 .35 .35
-----END PRIVACY-ENHANCED MESSAGE-----