Item 1. Business
General
Pitt-Des Moines, Inc. and its subsidiaries (PDM or the Company) began conducting business in 1892 and was incorporated in Pennsylvania on February 14, 1916. The Company's principal executive offices are located at 3400 Grand Avenue, Pittsburgh, Pennsylvania 15225, telephone number (412) 331-3000.
Effective with the discontinuance of CVI's operations during the fourth quarter of 1994 (see Discontinued Operation Footnote), the Company is comprised of three business segments: Engineered Construction Division, Steel Construction and Steel Service Centers. Each segment is a profit center except the Steel Construction business segment which is divided into three profit centers as noted below.
A summary of the Company's products and services by business segment is set forth below. Additional business segment information is included in Part II of this Form 10-K.
Engineered Construction Division
In 1994, the Engineered Construction Division was reorganized into three project groups: Water, Industrial, and International and Technology. These market groups provide:
a) The capability to design, fabricate and erect many types of facilities and structures; services offered include research and design, material selection, preparation of detailed drawings, shop fabrication, field erection and subcontract management.
b) The capability to design, fabricate and erect elevated and flat bottom water storage tanks for water service and fire protection requirements and treatment tanks for the purification, filtration and softening of water. The principal purchasers of the Company's water storage tanks and wastewater treatment facilities are government agencies and private industry.
c) The capability to design, fabricate and erect oil and chemical storage tanks used for storing crude oil, petroleum, gasoline and other petroleum derivatives and chemicals. The Company has developed and patented certain systems, parts and sealing devices which help to reduce the hazards of fire and explosion from the stored products, as well as to decrease air pollution and vapor loss. Additionally, the Company fabricates and erects various vessels used in the processing of a variety of oil and chemical products. The oil and chemical tanks, sealing devices and process vessels are produced principally for the petroleum, petrochemical, chemical and food processing industries as well as government agencies.
Item 1. Business (Cont'd)
d) The capability to fabricate and erect miscellaneous plate work which includes penstocks and breechings, stacks and stack liners, scrubbers, absorbers, flow conductors and heat exchangers for utilities and private industry.
e) The capability to design, fabricate and erect high speed wind tunnels, altitude test chambers, hydrospace test facilities and high vacuum and thermal test facilities for use in connection with energy, aerospace and defense research.
f) The capability to design and build supercritical fluid extraction facilities for the food processing industry.
g) The capability to design and build anaerobic digesters for the wastewater treatment industry.
Steel Construction
On September 1, 1994, the Company acquired the bridge fabricating assets of Phoenix Steel, Inc., located in Eau Claire, Wisconsin. These assets were combined with the bridge fabricating assets of Hartwig Mfg. Corp. (which was merged with and into the Company on December 31, 1994) to form the PDM Bridge Division. PDM Bridge, PDM Strocal, Inc. and PDM Chicago Steel Construction comprise the three profit centers of Steel Construction which provide:
a) The capability to fabricate and erect structural steel for commercial, institutional and public sector buildings for government agencies, private developers and general contractors.
b) The capability to fabricate structural steel for new bridges and fabricate and erect structural steel for bridge rehabilitation for government agencies and general contractors.
Steel Service Centers
The Steel Service Centers operate six steel service centers and three culvert facilities located in the West and Midwest regions of the United States. This Division processes and distributes to the end users, a general line of carbon steel products including plates, sheets, structural shapes, bars, tubes, pipe and other miscellaneous metal products. This Division also manufactures and markets to the end users, corrugated metal culvert pipe and accessories. The Steel Service Centers' primary markets include steel fabricators, original equipment manufacturers and the mining, logging, agricultural and road construction industries.
Item 1. Business (Cont'd)
Steel Service Centers (Cont'd)
The Company and the industry as a whole deem the maintenance of adequate levels of inventory to be integral to the Service Center business. The Company believes that it has adequate levels of inventory on hand to meet current and anticipated customer demand.
Other
Several large companies compete nationally in some product lines with the Company and there are several local and regional companies that compete in certain product lines in specific geographic areas. The majority of the Company's business is secured through open competitive bidding or through direct negotiations with industry or government agencies. Competition is based primarily on performance including the ability to provide design, engineering and on-site field construction services in a cost-effective, timely manner. The Steel Service Centers' volume of business is based on the price, delivery and credit terms, and first stage preprocessing operations offered to its customers as well as its reputation.
Earned revenue was $408 million in 1994, compared with $324 million in 1993 and $355 million in 1992. For further financial information refer to pages 16 through 37.
The principal raw materials essential to the Company's business are steel, alloys and other metal plates and structural sections. The Company procures these raw materials from various domestic and foreign sources including, the mills of USX Corporation, Bethlehem Steel Corporation, Northwestern Steel and Wire Company, Nucor Steel, British Steel and Mitsubishi International Corporation.
The Company has a license and technical assistance agreement with Roediger, a German corporation, which gives the Company exclusive rights in North America and other selected countries worldwide to use the Roediger technology, a process which utilizes anaerobic digestion in the treatment of wastewater. Revenues to date from this technology have not been material to the Company.
Some components of the other products made and erection techniques used by the Company are covered by patents owned or licensed by the Company. None of these are deemed to be material to the Company from an overall financial viewpoint.
The Company had a backlog of uncompleted contracts of $194 million on December 31, 1994 compared to $190 million on December 31, 1993. Substantially all backlog is expected to be completed during 1995.
Factors such as the type and scope of operations in progress at any given time, including weather conditions at field sites, create fluctuations in the employment level at PDM. On December 31, 1994, the Company employed 2,257 persons, of which 683 were salaried personnel and 1,574 were hourly personnel.
Item 1. Business (Cont'd)
International sales during 1994 were minimal as the Company continues to concentrate on a few selected foreign projects and to negotiate additional cooperation agreements which allow for the supply of experience and technology without incurring overseas, on-site risk.
Item 2.
Item 2. Properties
Operations of the Company are conducted at both owned and leased properties. In addition, certain owned properties of the Company are leased to third party tenants. The following table indicates each of the Company's facilities in the United States by: segment, location, type of facility, year operations began, and square footage of property owned or leased on December 31, 1994:
Item 2. Properties (Cont'd)
__________ (1) Company leases land from outside third party. Lease will expire March 31, 1999. (2) Company leases land from outside third party. Lease will expire January 31, 2003. (3) Company pursues the sale or development of all idle facilities and regularly evaluates similar opportunities for facilities not fully utilized. (4) Company is leasing facility to a third party with a purchase option which expires on December 31, 1995.
The properties listed above are utilized by the Company's business segments as indicated. The Company's production capacity is adequate for its present needs. The Company believes that its properties have been adequately maintained, are generally in good condition and are suitable for the Company's business as now conducted.
Item 3.
Item 3. Legal Proceedings
There are various claims and legal proceedings against the Company arising in the normal course of business. As previously reported, in May 1984, Washington Public Power Supply System (WPPSS) filed a complaint against the Company and its surety in the United States District Court for the Eastern District of Washington. Various claims in connection with retrofit work performed by the Company at Nuclear Unit #2, Hanford, Washington, were alleged. Four alternative damages theories were presented, ranging in amounts from $53 million to $86 million.
In January 1986, the District Court granted partial summary judgment and dismissed some of WPPSS' claims. After a trial in June 1986, and a jury verdict favorable to the Company, the Court entered final judgment dismissing all the claims of WPPSS against the Company. WPPSS filed a notice of appeal to the United States Court of Appeals for the Ninth Circuit. In May 1989, the Court of Appeals affirmed the judgment of the District Court that the Company was not liable for breach of warranties in connection with its construction of the retrofit of the containment vessel at Nuclear Unit #2, Hanford, Washington. However, the Court of Appeals remanded the case to the District Court for a determination of whether WPPSS had released its claims against the Company for breach of contract with respect to the Company's retrofit contract.
After several preliminary rulings in 1990 in favor of the Company, the District Court entered an order dismissing WPPSS' complaint with prejudice on May 1, 1991.
In an order filed January 26, 1993, the United States Court of Appeals affirmed the judgment of the District Court in part, but reversed and again remanded the case to the District Court for determination of whether WPPSS had released its claims against the Company for breach of contract with respect to the retrofit contract, including its original claims for consequential damages.
A jury trial was held in the District Court commencing June 27, 1994. On July 11, 1994, the jury returned a verdict in the Company's favor, ruling that WPPSS has no breach of contract claims against the Company by reason of the containment vessel retrofit. WPPSS has again filed notice of appeal to the United States Court of Appeals for the Ninth Circuit.
Although counsel is unable to predict with certainty the ultimate outcome, management and counsel believe the Company has significant and meritorious defenses to any claims and intend to pursue them vigorously.
On November 3, 1993, an accident occurred at the construction site of a new United States Post Office in Chicago where the Company's Steel Construction business segment was in the process of fabricating and erecting the steel structure of the building. Two men were killed and five seriously injured when a portion of the erected steel collapsed. An investigation is being conducted by the Federal Occupational Safety and Health Administration (OSHA) and the Justice Department. See Accrued Liabilities note accompanying the consolidated financial statements.
Item 3. Legal Proceedings (Cont'd)
The Company's operations, including idle facilities and other property, are subject to and affected by federal, state and local laws and regulations regarding protection of the environment. The Company accrues for environmental costs where such obligations are either known or considered probable and can be reasonably estimated.
The Company is participating as a potentially responsible party (PRP) at three different sites pursuant to proceedings under the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA). Other parties have also been identified as PRP's at the sites. Investigative and/or remedial activities are ongoing. The Company believes, based upon information presently available to it, that such future costs will not have a material effect on the Company's financial position, results of operations or liquidity. However, the imposition of more stringent requirements under environmental laws or regulations, new developments or changes regarding site cleanup costs or the allocation of such costs among PRP's or a determination that the Company is potentially responsible for the release of hazardous substances at sites other than those currently identified, could result in additional costs.
Management believes it is improbable that the ultimate outcome of any matter currently pending against the Company will materially affect the financial position of the Company; accordingly, no provision for such liability has been recorded in the Company's consolidated financial statements in the Annual Report.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable
Executive Officers of the Registrant
Information regarding executive officers of the Registrant is presented in Part III following and incorporated herein by reference.
PART II
Item 5.
Item 5. Market for Registrants Common Equity and Related Stockholder Matters
The Company's common stock is traded on the American Stock Exchange under the symbol "PDM". The following is the range of high and low sales prices and quarterly dividends paid per share for fiscal 1994 and 1993 by quarters.
On February 28, 1995, there were 2,321,903 shares outstanding and approximately 448 stockholders of record of the Company's Common Stock.
Item 6.
Item 6. Selected Financial Data
The following table summarizes information with respect to the operations of the Company.
(1) Restated to reflect CVI Incorporated as a discontinued operation.
Note: Refer to the Accrued Liabilities, Contingencies and Commitments notes accompanying the consolidated financial statements which are included in Part II of this Form 10-K.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis is provided to increase understanding of, and should be read in conjunction with, the consolidated financial statements and accompanying notes. In addition, the following discussion and analysis should be read in conjunction with the Review of Operations section of the Annual Report to Stockholders for the fiscal year ended December 31, 1994 hereof which is incorporated herein by reference. Effective October 31, 1994, the Company accounts for CVI Incorporated as a discontinued operation, and accordingly, the amounts included in continuing operations and the management discussion and analysis of continuing operations exclude this business.
RESULTS OF OPERATIONS
The Company realized income from continuing operations of $12.0 million in 1994 compared with $567,000 in 1993 and $4.1 million in 1992. The related earnings per share were $5.16 in 1994 compared with $.25 in 1993 and $1.68 in 1992. Earned revenue increased 26 percent in 1994 compared with 1993 but decreased 8.8 percent in 1993 compared with 1992. All of the Company's business segments increased profitability in 1994 compared with 1993. This increase may be attributed to the upturn in the economy. Profitability decreased to a loss of $2.7 million in 1993 when compared to 1992. The Company normally lags the general economy and as a result the Company's overall financial performance in 1993 was affected by the recession.
Engineered Construction Division
Earned revenue for the Engineered Construction Division (ECD) was $177.3 million in 1994 compared with $128.4 million and $187.9 million in 1993 and 1992, respectively. ECD's earned revenue represented 43 percent of consolidated revenues in 1994.
Operating profitability increased $12.9 million to $11.2 million in 1994 compared with a loss of $1.7 million in 1993. Income from operations in 1994 was adversely affected by approximately $1.5 million of costs related to the WPPSS litigation. The Company has incurred substantially all of the costs related to the 1993 Midwest flood. At December 31, 1994, actual flood related costs were $8.5 million and future costs are estimated to be $500,000. During 1994, the Company re-evaluated its estimated accrual for the costs associated with the flood and eliminated amounts that were no longer believed to be necessary. This reduction improved net income by $.26 per share. As previously reported, these costs were reimbursed under the Company's insurance policy. During 1994, ECD took advantage of the recovering economy by expanding volume and realizing higher margins on contracts. The decrease in profitability of $7.7 million in 1993 when compared to 1992, was attributed to poor economic conditions.
New awards of $199.0 million in 1994, represented a 24 percent increase over the 1993 awards of $160.3 million. New awards were $138.8 million in 1992. The increase over the past three years exemplifies this Division's ability to compete in various market conditions.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations (Cont'd)
Capital expenditures of $3.9 million in 1994 were primarily for a new office building, computer and construction equipment. During 1993, expenditures of $882,000 were for the purchase of plant and construction equipment and in 1992, expenditures for construction and computer aided design equipment totaled $1.6 million.
Steel Construction
As described in the Notes to Consolidated Financial Statements under Acquisitions, on September 1, 1994, the Company acquired the bridge fabricating assets of Phoenix Steel, Inc., (Phoenix) located in Eau Claire, Wisconsin. The total cost of this acquisition was $13.5 million, $8.0 million for working capital and $5.5 million for property, plant and equipment. These assets were combined with the bridge fabricating assets of Hartwig Mfg. Corp. to form the PDM Bridge Division, a profit center in the Steel Construction business segment. Accordingly, the consolidated statement of financial condition on December 31, 1994 includes the assets of Phoenix. The acquisition was accounted for as a purchase and the results of operations of Phoenix are included in the consolidated financial statements from the date of acquisition.
This segment has seen a steady increase in earned revenues over the last three years. In 1992, revenues were $81.6 million which increased to $95.8 million in 1993, and in 1994 rose to a level of $101.9 million. The increase in 1993 was primarily due to the substantial completion of the United States Post Office project in Chicago. For a discussion of certain potential liabilities which may arise from an accident which occurred at this project, see "Accrued Liabilities" in the Notes to Consolidated Financial Statements. In 1994, the McCormick Place Exhibition Center project accounted for almost 12 percent of consolidated revenues. Due to the expected completion of this project, 1995 results for Chicago Steel Construction are not expected to be at 1994 levels.
Operating profitability increased to $2.8 million in 1994 from $431,000 in 1993. The reasons for this increase are two-fold. In 1994, one major contract, as mentioned earlier, contributed significantly to the increase in profitability. Also, a $2.0 million non-recurring charge for insurance coverage deductibles and future uninsured costs was recorded in 1993, thus reducing profitability.
In 1994, new awards were $92.7 million compared with $121.3 million in 1993 and $98.9 million in 1992. The increase in 1993 was attributed to the McCormick Place Exhibition Center contract award of $68 million.
Capital expenditures, exclusive of business acquisitions, were $661,000 in 1994 compared with $1.5 million and $1.8 million in 1993 and 1992, respectively. During the last three years, a significant portion of capital expenditures were for purchases of plant and construction equipment. In 1992, the Chicago facility was renovated to expand its structural bridge fabrication capabilities.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations (Cont'd)
Steel Service Centers
The Company's Steel Service Centers accounted for 32 percent of consolidated earned revenues in 1994. Earned revenue was $128.9 million in 1994 compared with $99.5 million in 1993 and $85.5 million in 1992. This steady increase in revenue was primarily the result of this Division's ability to capture additional market share through competitive pricing.
Operating profitability increased approximately 49 percent to $7.5 million in 1994, compared with $5.1 million in 1993. This increase was due to higher volumes realized and improved margins on goods sold. The profitability was relatively unchanged for 1993 when compared to 1992.
During 1994 and 1993, capital expenditures of $3.4 million and $1.6 million, respectively, were primarily used for expansions of physical plants, processing and warehouse equipment and to upgrade the delivery fleet. In 1992, $1.1 million was used to finance expansion projects at the various plant facilities.
Other
Corporate unallocated expenses, consisting primarily of salaries, benefits, outside professional services, taxes and insurance, were $6.0 million in 1994 compared with $6.5 million and $6.7 million in 1993 and 1992, respectively.
In 1994, the Company's interest income was $627,000 compared with $540,000 in 1993 and $685,000 in 1992. Interest income increased in 1994 reflecting the rise in interest rates. During 1993, interest income decreased as a result of a lower level of interest earning funds.
In 1994, interest expense increased to $898,000 as a result of the Company's increase in net borrowings on its revolving credit facility. As of December 31, 1994, the Company had debt obligations of $22.0 million.
The gain on the sale of assets was $3.6 million in 1994 compared with $3.6 million in 1993 and $930,000 in 1992. In 1994, the Company realized gains on the sale of PDM Saudi Arabia Ltd. (PDM SA), a joint venture, and idle properties. The Company expects the sale of PDM SA to have no material effect on the profitability of continuing operations. During 1993, gains realized consisted primarily of the sale of idle properties compared with gains on the sale of foreign marketable securities in 1992.
The effective income tax rate was 36 percent in 1994 compared with 47 percent in 1993 and 34 percent in 1992. In 1994, the effective tax rate was favorably impacted by the realization of a tax benefit related to the previously mentioned sale of a foreign investment. In 1993, the effective tax rate was adversely impacted as a result of foreign taxes of $81,000 with no corresponding tax credit.
The Company's operations, including idle facilities and other property, are subject to federal, state and local laws and regulations regarding protection of the environment. The Company accrues for environmental costs where such obligations are either known or considered probable and can be reasonably estimated.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations (Cont'd)
The Company has been notified it is a potentially responsible party (PRP) at three waste disposal sites under the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA). Other parties have also been identified as PRP's at the sites. Investigative and/or remedial activities are ongoing.
The Company believes, based upon the information presently available to it, that such costs will not have a material adverse effect on the Company's financial position, results of operations or liquidity.
However, the imposition of more stringent requirements under environmental laws or regulations, changes in site cleanup costs or the allocation of such costs among PRP's, or a determination that the Company is potentially responsible for the release of waste or pollutants at sites other than those currently identified, could result in additional costs.
Inflation and changing prices did not significantly impact the Company during the last three years.
LIQUIDITY AND CAPITAL RESOURCES
During 1994, the Company's primary sources of liquidity included cash provided by financing activities and cash on hand. These sources primarily financed acquisitions, capital expenditures, working capital requirements and the payment of dividends. On December 31, 1994, cash and cash equivalents were $11.7 million compared with $15.9 million and $19.9 million on December 31, 1993 and 1992, respectively. The increase in working capital in 1994 compared to 1993, was primarily the result of an increase in accounts receivable, due to volume and timing of payments, offset by a net increase in contract related billings over costs.
Capital expenditures, exclusive of business acquisitions, during 1994 were $7.9 million compared with $3.9 million and $4.5 million during 1993 and 1992, respectively. In 1994, capital expenditures were primarily for plant and construction equipment and a new office building in Clive, Iowa. This building serves as the new headquarters for the Engineered Construction Division, as the former office building was destroyed by the flood in July 1993. On September 1, 1994, the Company acquired the bridge fabricating assets of Phoenix Steel, Inc., a steel bridge fabricator. The total cost of this acquisition was $13.5 million. In addition, the Company intends to continue to pursue acquisition opportunities closely aligned with its existing core businesses.
The Company paid total cash dividends of $.90 per common share in 1994. On February 28, 1995, the Board of Directors declared an increase to the quarterly dividends to $.25 per common share for the first quarter of 1995. The payment of future dividends will be evaluated based on business conditions.
The Company has on hand and access to sufficient sources of funds to meet its anticipated operating, expansion and capital needs. These sources include cash on hand and a $40.0 million unsecured revolving credit facility which matures on December 31, 1996. This facility contains an annual option to renew for an additional one-year period, subject to lender approval. On December 31, 1994, $22.0 million of borrowings, at prime rate, and $13.0 million of stand-by letters of credit were outstanding under this agreement. During the fourth quarter of 1994, the revolving credit facility was increased to $40.0 million to allow the Company to borrow for working capital requirements.
Item 8.
Item 8. Financial Statements and Supplemental Data
Report of Independent Auditors
STOCKHOLDERS AND BOARD OF DIRECTORS
PITT-DES MOINES, INC.
We have audited the accompanying consolidated statements of financial condition of Pitt-Des Moines, Inc. and subsidiaries as of December 31, 1994 and 1993, and the related consolidated statements of income, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 1994. Our audits also included the financial statement schedule listed in the Index at Item 14(a). These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Pitt-Des Moines, Inc. and subsidiaries as of December 31, 1994 and 1993, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 1994, in conformity with generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein.
As discussed in the notes to the consolidated financial statements, Washington Public Power Supply System (WPPSS) brought a complaint against the Company in 1984 seeking unspecified damages for contract work completed in a prior year. The ultimate outcome of this matter is still uncertain and cannot be presently determined. Accordingly, no provision for any liability that may result has been made in the financial statements.
/s/ ERNST & YOUNG LLP ---------------------------- ERNST & YOUNG LLP
Pittsburgh, Pennsylvania March 2, 1995
PITT-DES MOINES, INC. Consolidated Statements of Income Years Ended December 31, 1994, 1993 and 1992
See Notes to Consolidated Financial Statements.
PITT-DES MOINES, INC. Consolidated Statements of Financial Condition December 31, 1994 and 1993
See Notes to Consolidated Financial Statements.
PITT-DES MOINES, INC. Consolidated Statements of Financial Condition December 31, 1994 and 1993
See Notes to Consolidated Financial Statements.
PITT-DES MOINES, INC. Consolidated Statements of Cash Flows Years Ended December 31, 1994, 1993 and 1992
See Notes To Consolidated Financial Statements.
PITT-DES MOINES, INC. Consolidated Statements of Stockholders Equity Years Ended December 31, 1994, 1993 and 1992
See Notes To Consolidated Financial Statements.
PITT-DES MOINES, INC. Notes To Consolidated Financial Statements
Significant Accounting Policies
Principles of Consolidation -- The consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany accounts and transactions are eliminated in consolidation. Certain amounts in the 1992 and 1993 consolidated financial statements and notes to consolidated financial statements have been reclassified to conform with the 1994 presentation. Additionally, as further described in the following Notes To Consolidated Financial Statements, prior year amounts have been reclassified to present CVI Incorporated as a discontinued operation.
Classifications of Current Assets and Liabilities -- The Company includes in current assets and current liabilities amounts realizable and payable under contracts which extend beyond one year. Other assets and liabilities are classified as current or non-current on the basis of expected realization or payment within or beyond one year, respectively.
Cash and Cash Equivalents -- Cash and cash equivalents are defined as cash and short-term investments with maturities of three months or less at the time of acquisition.
Inventories -- Inventories of raw materials and fabricated parts are principally valued at the lower of last-in, first-out (LIFO) cost or market except for certain inventories which are valued at the lower of first-in, first-out (FIFO) cost or market.
Contract material inventories included in accumulated contract costs are valued using the specific identification method.
Property, Plant and Equipment -- Land, buildings, machinery and equipment are carried at cost. Buildings, machinery and equipment, including capitalized leases, are depreciated by accelerated methods.
Revenue Recognition -- The Company follows the percentage of completion method of reporting income from contracts. This method takes into account the cost, estimated profit and earned revenue to date on contracts not yet completed. Revenue recognized is the portion of the total contract price that the man-hours expended to date bears to the estimated final total man-hours, based on current estimates of man-hours to complete. Revenue recognition is not related to progress billings to customers.
As long-term contracts extend over one or more years, revisions in estimates of costs and estimated profits during the course of work are reflected in the accounting period in which the facts which require the revision become known. At the time a loss on a contract becomes known, the entire amount of the estimated ultimate loss is recognized in the financial statements. Revenue from change orders and claims is recognized when the settlement is probable and the amount can be reasonably estimated. Contract costs include all direct
Notes To Consolidated Financial Statements (Cont'd)
material, labor, subcontract costs and those indirect costs related to contract performance. Costs and estimated profits in excess of billings are classified as a current asset. Amounts billed in excess of costs and estimated profits are classified as a current liability.
Income Taxes -- Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been recognized in the Company's financial statements or tax returns.
Net Income per Share of Common Stock -- Earnings per share is based on the weighted average number of shares outstanding during the year and include the dilutive effect of the assumed exercise of outstanding stock options, as computed under the treasury stock method.
Acquisitions
Cascade Culvert Corp. -- On November 30, 1993, Oregon Culvert Co., Inc., a majority-owned subsidiary, acquired the assets and assumed certain liabilities of Cascade Culvert Corp., a corrugated metal culvert pipe manufacturer. The total cost of this acquisition was $1.3 million.
Phoenix Steel, Inc. -- On September 1, 1994, the Company acquired the bridge fabricating assets of Phoenix Steel, Inc., a steel bridge fabricator. The total cost of this acquisition was $13.5 million. In addition, $1.5 million will be paid, and expensed as incurred, in connection with non-compete agreements, expiring in December 1999, with the former shareholders of Phoenix Steel, Inc.
These acquisitions were accounted for as purchases and, accordingly, the acquired assets and liabilities were recorded at their estimated fair value at the date of their respective acquisitions. Operating results have been included since acquisition dates but pro forma information has not been presented because it is immaterial.
Discontinued Operation
On October 31, 1994, the Company sold substantially all of the assets of CVI Incorporated, a wholly owned subsidiary, to Process Systems International, Inc., a subsidiary of Chart Industries, Inc., for consideration of $5.7 million, consisting of $650,000 in cash and a promissory note of $5.0 million, to be paid in installments over four years from the date of sale.
Net assets from discontinued operations in the accompanying consolidated balance sheet is $2.7 million, composed of $236,000 of net current assets and $2.5 million of net non-current assets as of December 31, 1994. These amounts consist primarily of accounts receivable, contract related assets and liabilities, property, plant and equipment and related liabilities.
Notes To Consolidated Financial Statements (Cont'd)
Revenues applicable to discontinued operations were $15.1 million, $30.6 million, and $27.9 million in 1994, 1993, and 1992, respectively. Discontinued operations, net in the accompanying consolidated statements of income is composed of the following for the years ended December 31:
Accounts and Notes Receivable
On December 31, 1994 and 1993, accounts receivable included approximately $17.7 million and $15.2 million, respectively, which have been billed under retainage provisions in contracts and will become due upon completion of the contracts. Accounts receivable on December 31, 1994 included approximately $1.4 million which is expected to be collected after December 31, 1995. The allowance for doubtful accounts was approximately $1.0 million on December 31, 1994 and 1993, respectively.
The majority of accounts receivable are from customers in various locations and industries throughout the United States. The Company maintains adequate reserves for potential credit losses and such losses have been minimal and within management's estimates.
Inventories
Inventories aggregating approximately $18.3 million and $14.5 million on December 31, 1994 and 1993, respectively, are valued at the lower of LIFO cost or market. If these amounts had been valued on the FIFO method, which approximates replacement cost, these amounts would have been approximately $14.7 million and $13.0 million higher than reported on December 31, 1994 and 1993, respectively.
Inventories carried on a FIFO basis were $1.6 million and $3.6 million on December 31, 1994 and 1993, respectively.
Notes To Consolidated Financial Statements (Cont'd)
Costs and Estimated Profits on Uncompleted Contracts
Costs and estimated profits on uncompleted contracts are summarized as follows for December 31:
Costs, estimated profits and billings on uncompleted contracts are included in the accompanying Consolidated Statements of Financial Condition under the following captions for December 31:
Other Assets
Other assets include prepaid pension costs, notes receivable and foreign marketable equity securities. During 1994, the Company sold an investment in PDM Saudi Arabia, a joint venture, and realized a gain of approximately $2.7 million. On December 31, 1994 and 1993, the Company held 11,000 shares of a foreign marketable equity security at a cost of $1,162 with a market value of $65,000 as of December 31, 1994. In 1992, the Company sold 133,100 shares and realized a gain of approximately $970,000.
Notes To Consolidated Financial Statements (Cont'd)
Pensions
The Company has a number of noncontributory defined benefit pension plans covering most employees. Plans covering salaried employees provide monthly benefits at retirement age based on the participant's monthly salary and years of employment. Plans covering hourly employees generally provide benefits of stated amounts for each year of service although certain of such plans provide benefits based on the participant's hourly wage rate and years of service. The plans permit the Company, at any time, to amend or terminate the plans subject to union approval, if applicable.
The Company's policy is to fund the legal minimum required contributions.
Plan assets on December 31, 1994 consisted primarily of listed stocks, bonds, investments in pooled funds and group annuity contracts of insurance carriers.
The Company also makes contributions to certain multi-employer defined benefit pension plans for field union employees. These contributions are determined in accordance with the provisions of negotiated labor contracts and generally are based on the number of man-hours worked. Company contributions and cost recognized for these plans were approximately $675,000, $521,000 and $598,000 for the years ended December 31, 1994, 1993 and 1992, respectively. The estimated accumulated plan benefits and plan assets for these plans are not available.
The Company sponsors defined contribution plans which cover nearly all salaried employees, certain hourly groups in accordance with their union labor contracts and nearly all non-union field employees. Based upon the plan, the Company contributions represent either a stated matching percentage of the participant's basic contribution or a stated rate per hour worked. Company contributions and cost recognized for these plans were $1.3 million, $1.2 million and $1.8 million for the years ended December 31, 1994, 1993 and 1992, respectively.
Net periodic pension expense (income) for the Company's continuing operations defined benefit pension plans include the following components for the years ended December 31:
Notes To Consolidated Financial Statements (Cont'd)
As a result of restructuring activities, curtailment losses of $218,000 are reflected in the net amortization and deferral component of net periodic pension expense for the year ended December 31, 1993. The following assumptions were used in the determination of net periodic cost for the years ended December 31:
Interest rates used to discount actuarial liabilities to present value at December 31, 1994 and 1993 were 8.5 percent and 7.5 percent, respectively.
The following table sets forth the status of the Company's defined benefit pension plans:
Amounts shown above for Plans Whose Accumulated Benefits Exceed Assets at December 31, 1994 and 1993 exclude the Projected benefit obligation of $4.2 million and $4.6 million, respectively, and associated plan assets of $3.6 million and $3.3 million, respectively, relating to discontinued operations.
Notes To Consolidated Financial Statements (Cont'd)
Effective January 1, 1993, the Company adopted the provisions of Statement of Financial Accounting Standards No. 106, "Employer's Accounting for Postretirement Benefits Other Than Pensions" (SFAS No. 106). The Company has elected to recognize this change in accounting on a prospective recognition basis utilizing a twenty-year amortization as permitted by SFAS No. 106. The adoption of SFAS No. 106 did not have a material impact on the Company's financial position or results of operations.
Accrued Liabilities
On July 11, 1993, the Company's Des Moines Steel Construction plant, and the Engineered Construction Division's office building, both located in Des Moines, Iowa, were severely damaged by the devastating flood in the Midwest. The Company has completed the flood related cleanup of both facilities and has incurred substantially all of the costs associated with the flood. Actual flood related costs through December 31, 1994 were $8.5 million with estimated future costs of approximately $500,000. During the fourth quarter of 1994, the Company reversed approximately $1.0 million of anticipated flood costs since it was determined that these costs would not be incurred. The Engineered Construction Division now operates from a newly constructed office building located in Clive, Iowa.
On November 3, 1993, an accident occurred at the construction site of a new United States Post Office in Chicago where the Company's Steel Construction business segment was in the process of erecting the steel structure of the building. Two men were killed and five seriously injured when a portion of the erected steel collapsed. An investigation is being conducted by the Federal Occupational Safety and Health Administration (OSHA) and the Justice Department. OSHA has cited the Company for safety violations and has assessed $147,000 in fines and penalties, which the Company is contesting. The Justice Department, as required by OSHA law, is investigating whether to institute criminal action against the Company as a result of the accident. The Company cannot predict whether or not such action will be instituted. If such action is commenced, and the Company is found in violation of these laws, management believes that the resulting fines, penalties and costs of defense, which would be uninsured, would not be material to the Company's financial condition, although it could be material to the Company's reported results of operations for the period in which such payments are incurred. The Company believes that it has significant and meritorious defenses to any such charges and intends to vigorously defend them. Although the Company has insurance coverages containing various deductible clauses totalling $1.5 million, the Company and its insurance carriers are assessing the damages and related policy coverages. A charge of $2.0 million was recorded in the fourth quarter of 1993 relating to this accident. There may be uninsured costs relating to this accident for which PDM would be liable.
Notes To Consolidated Financial Statements (Cont'd)
Employee Stock Ownership Plan
The Company has a noncontributory Employee Stock Ownership Plan (ESOP) which provides salaried employees, who have at least one year of continuous service, an opportunity to own Company Common Stock and to accumulate additional retirement benefits. The Company's contributions, whether in cash or in stock, are determined annually by the Board of Directors in an amount not to exceed the maximum allowable as an income tax deduction. Company contributions are 100 percent vested after five years of continuous service. The ESOP contribution is allocated to the participant's account based upon the actual salary paid to the participant during that year. The Company's contributions, recorded as compensation expense, were approximately $507,000, $543,000 and $557,000 for the years ended December 31, 1994, 1993 and 1992, respectively.
Revolving Credit Facility
The Company has an unsecured revolving credit agreement with several banks from which it may borrow up to $40 million. This agreement matures on December 31, 1996, at which time all borrowings must be repaid in full. This agreement contains an annual option to renew for an additional one-year period, subject to lender approval. The agreement provides for various interest rate options at the Company's election. A commitment fee of one-fourth of one percent per annum is charged on any unused amount of this revolving credit commitment. This agreement contains restrictive financial covenants that require minimum levels of net worth and maintenance of specific financial ratios. On December 31, 1994, $22.0 million of borrowings, at the prime rate, and $13.0 million of stand-by letters of credit were outstanding under this agreement.
The Company made cash payments of interest totaling $613,000 for the year ended December 31, 1994 and $385,000 and $562,000 for the years ended December 31, 1993 and 1992, respectively.
Notes To Consolidated Financial Statements (Cont'd)
Income Taxes
The income tax expense (benefit) included in the Consolidated Statements of Income is as follows for the years ended December 31:
The income tax expense (benefit) applicable to continuing and discontinued operations is as follows for the years ended December 31:
Notes To Consolidated Financial Statements (Cont'd)
Income Taxes (Cont'd)
A reconciliation of statutory federal income tax to the income tax expense on the income from continuing operations is as follows for the years ended December 31:
Deferred taxes reflected the tax effects of differences between the amounts recorded as assets and liabilities for financial reporting purposes and the amounts recorded for income tax purposes. The tax effects of significant temporary differences giving rise to deferred tax assets and liabilities are as follows for December 31:
Income taxes paid for the years ended December 31, 1994, 1993 and 1992 were approximately $3.7 million, $1.1 million and $5.6 million, respectively.
Notes To Consolidated Financial Statements (Cont'd)
Stock Plan
The Stock Option Plan of 1990 (Plan) provides for grants of incentive stock options to officers and key employees. The Plan is administered by a committee consisting of at least three directors of the Company, none of whom are eligible to participate in the Plan. A total of 200,000 shares of the Company's Common Stock may be issued pursuant to the Plan. Grant prices are determined by the committee and are established at the fair market value of the Company's Common Stock at the date of grant. Options vest over a four-year period in equal annual amounts, or over such other period as the committee shall determine, and may be accelerated in the event of certain other circumstances such as death or disability of the optionee. These options generally expire within ten years after the date of grant.
The following table summarizes option activity for the two years ended December 31, 1994:
Notes To Consolidated Financial Statements (Cont'd)
Contingencies
There are various claims and legal proceedings against the Company arising from the normal course of business. As previously reported, in May 1984, Washington Public Power Supply System (WPPSS) filed a complaint against the Company and its surety in the United States District Court for the Eastern District of Washington. Various claims in connection with retrofit work performed by the Company at Nuclear Unit #2, Hanford, Washington, were alleged. Four alternative damages theories were presented, ranging in amounts from $53 million to $86 million.
In January 1986, the District Court granted partial summary judgment and dismissed some of WPPSS' claims. After a trial in June 1986, and a jury verdict favorable to the Company, the Court entered final judgment dismissing all the claims of WPPSS against the Company. WPPSS filed a notice of appeal to the United States Court of Appeals for the Ninth Circuit. In May 1989, the Court of Appeals affirmed the judgment of the District Court that the Company was not liable for breach of warranties in connection with its construction of the retrofit of the containment vessel at Nuclear Unit #2, Hanford, Washington. However, the Court of Appeals remanded the case to the District Court for a determination of whether WPPSS had released its claims against the Company for breach of contract with respect to the Company's retrofit contract.
After several preliminary rulings in 1990 in favor of the Company, the District Court entered an order dismissing WPPSS' complaint with prejudice on May 1, 1991.
In an order filed January 26, 1993, the United States Court of Appeals affirmed the judgment of the District Court in part, but reversed and again remanded the case to the District Court for determination of whether WPPSS had released its claims against the Company for breach of contract with respect to the retrofit contract, including its original claims for consequential damages.
A jury trial was held in the District Court commencing June 27, 1994. On July 11, 1994, the jury returned a verdict in the Company's favor, ruling that WPPSS has no breach of contract claims against the Company by reason of the containment vessel retrofit. WPPSS has again filed notice of appeal to the United States Court of Appeals for the Ninth Circuit.
Although counsel is unable to predict with certainty the ultimate outcome, management and counsel believe the Company has significant and meritorious defenses to any claims, and intend to pursue them vigorously.
The Company's operations, including idle facilities and other property, are subject to and affected by federal, state and local laws and regulations regarding the protection of the environment. The Company accrues for environmental costs where such obligations are either known or considered probable and can be reasonably estimated.
Notes To Consolidated Financial Statements (Cont'd)
The Company is participating as a potentially responsible party (PRP) at three different sites pursuant to proceedings under the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA). Other parties have also been identified as PRP's at the sites. Investigative and/or remedial activities are ongoing. The Company believes, based upon information presently available to it, that such future costs will not have a material effect on the Company's financial position, results of operations or liquidity. However, the imposition of more stringent requirements under environmental laws or regulations, new developments or changes regarding site cleanup costs or the allocation of such costs among PRP's or a determination that the Company is potentially responsible for the release of hazardous substances at sites other than those currently identified, could result in additional costs.
Management believes it is improbable that the ultimate outcome of any matter currently pending against the Company will materially affect the financial position of the Company; accordingly, no provision for such liability has been recorded in the accompanying financial statements.
Commitments
On April 19, 1990, the Company entered into agreements with members of the Jackson family, principal stockholders, to purchase shares of the Company's Common Stock upon the stockholder's death. Consummation of the transactions with the estates of such shareholders were, in each case, contingent upon the amount of such estate's holdings in shares of the Company's Common Stock. The requirements to purchase these shares have not been met.
In 1994, Steel Construction's earned revenue includes $48.3 million related to the McCormick Place Exhibition Center. In 1993, Steel Construction's earned revenue included $39.5 million related to the United States Post Office project. For the year ended 1992, neither any single customer, nor any customer outside the United States, accounted for 10 percent or more of total earned revenue.
Two Year Quarterly Results of Operation
As indicated in the Notes To Consolidated Financial Statements, during the fourth quarter of 1994, the Company sold a substantial portion of CVI Incorporated. The results of operations have been restated to report CVI as a discontinued operation as follows:
A separate computation of earnings per share is made for each quarter presented. The dilutive effect on earnings per share resulting from the assumed exercise of stock options is included in each quarter in which dilution occurs. The earnings per share computation for the year is a separate annual calculation. Accordingly, the sum of the quarterly earnings per share amounts will not necessarily equal the earnings per share for the year.
Item 9.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Not applicable
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant (1)
Regarding the directors of the Registrant, reference is made to the information set forth under the caption "Election of Directors" in the Company's definitive Proxy Statement anticipated to be dated March 31, 1995 (Proxy Statement) which information is incorporated herein by reference.
The principal executive officers of the Company and their recent business experience are as follows:
W. R. Jackson, age 86
Director since 1940;
Chairman Emeritus since 1988; formerly Chairman of the Board since 1971. Mr. Jackson has been with the Company since 1936.
P. O. Elbert, age 64 (2)
Director since 1988;
Chairman of the Board of the Company since 1990; formerly President of the Company since 1988 and President, PDM Structural Group since 1987. Mr. Elbert joined the Company in 1987. Prior to 1987, Mr. Elbert was Vice Chairman of Chicago Steel Corporation since 1986; formerly a partner of Elbert and McKee Company since 1984; formerly President and Chief Executive Officer of Flint Steel Corporation since 1979; and formerly Group Vice President of Inryco, Inc., a subsidiary of Inland Steel Company since 1969.
W. W. McKee, age 56 (3)
Director since 1988;
President and Chief Executive Officer of the Company since 1990; formerly President, PDM Plate Group since May 1987 and formerly Executive Vice President, PDM Structural Group since April 1987. Mr. McKee joined the Company in 1987. Prior to 1987, Mr. McKee was Secretary of Chicago Steel Corporation since 1986; formerly a partner of Elbert and McKee Company since 1984; formerly a consultant with McKee and Associates since 1983; formerly President of Hogan Manufacturing since 1980; and formerly President of Herrick Corporation since 1973.
R. A. Byers, age 47 (3)
Treasurer since 1988 and Vice President, Finance and Administration since 1987; formerly Vice President, Finance since 1984; formerly Controller since 1982; formerly Assistant Controller since 1981; formerly Manager of Financial Reporting since 1979; and formerly with Ernst & Young LLP for ten years.
Item 10. Directors and Executive Officers of the Registrant (Cont'd)
T. R. Lloyd, age 46 (3)
Secretary and General Counsel since 1990; formerly Senior Attorney of Buchanan Ingersoll Professional Corporation, since 1989; formerly Vice President, Secretary and General Counsel for Arch Mineral Corporation since 1984; and formerly Director and Secretary of U.S. Steel Mining Co., Inc. since 1979.
____________________ (1) Except where otherwise indicated, all references are to positions held with Pitt-Des Moines, Inc. Each executive officer of the Company is elected annually by the Board of Directors until his successor is elected and qualified, and each has served continually as an officer since first elected.
(2) The Company has a severance agreement with Mr. Elbert.
(3) The Company has agreements with each of Messrs. McKee, Byers and Lloyd covering, among other things, their positions as executive officers of the Company after a change of control.
Item 11.
Item 11. Executive Compensation
Reference is made to the information set forth under the captions "Board of Directors and Committees of the Board," "Executive Compensation and Other Information," "Compensation Committee Interlocks and Insider Participation" appearing in the Company's Proxy Statement, which information is incorporated herein by reference; provided, however, that the information set forth under the captions "Compensation Committee Report on Executive Compensation" and "Performance Graph" in the proxy Statement shall not be deemed to be soliciting material or to be "filed" with the Commission or subject to Regulation 14A or 14C (other than as provided in Item 402 of Regulation S-K) or to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Reference is made to the information contained under the captions "Stockholdings of Management" and "Principal Holders of Common Stock" in the Company's Proxy Statement which information is incorporated herein by reference.
Item 13.
Item 13. Certain Relationships and Related Transactions
Reference is made to the information contained under the caption "Compensation Committee Interlocks and Insider Participation" in the Company's Proxy Statement which information is incorporated herein by reference.
PART IV
Item 14.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) Documents filed as part of this Report:
1. The following consolidated financial statements of Pitt-Des Moines, Inc. and subsidiaries are included in Item 8:
Page Number in This Report -------------- Report of Independent Auditors 15
Consolidated Statements of Income -- Years Ended December 31, 1994, 1993 and 1992 16
Consolidated Balance Sheets as of December 31, 1994 and 1993 17-18
Consolidated Statements of Cash Flows -- Years Ended December 31, 1994, 1993 and 1992 19
Consolidated Statements of Stockholders' Equity -- Years Ended December 31, 1994, 1993 and 1992 20
Notes To Consolidated Financial Statements 21-37
2. The following consolidated financial statement schedule of Pitt- Des Moines, Inc. and subsidiaries is included in Item 14(d):
II. Valuation and Qualifying Accounts for years ended December 31, 1994, 1993 and 1992 46
Item 14. Exhibits, Financial Statement Schedules and Reports on form 8-K (Cont'd)
All other schedules are omitted because they are not applicable or the required information is shown in the consolidated financial statements or notes thereto.
3. Exhibits:
3.1 Articles of Incorporation, as amended to date (filed as Exhibit 3.1 to the Company's quarterly report on Form 10-Q for the quarter ended September 30, 1989 and incorporated herein by reference)
3.2 Bylaws, as amended to date (filed as Exhibit 3.2 to the Company's quarterly report on Form 10-Q for the quarter ended September 30, 1989 and incorporated herein by reference)
4.1 Amended and Restated Credit Agreement dated as of June 30, 1992 by and among Pitt-Des Moines, Inc. and Pittsburgh National Bank, Wells Fargo Bank, N.A. and American National Bank (filed as Exhibit 4.1 to the Company's annual report on Form 10-K for the year ended December 31, 1992 and incorporated herein by reference)
4.2 First Amendment dated November 23, 1992 to Credit Agreement filed as Exhibit 4.1 hereto (filed as Exhibit 4.2 to the Company's annual report on Form 10-K for the year ended December 31, 1992 and incorporated herein by reference)
4.3 Second Amendment dated June 10, 1993 to Credit Agreement filed as Exhibit 4.1 hereto (filed as Exhibit 4.1 to the Company's quarterly report on Form 10-Q for the quarter ended June 30, 1992 and incorporated herein by reference)
4.4 Third Amendment dated December 16, 1993 to Credit Agreement filed as Exhibit 4.1 hereto (filed as Exhibit 4.2 to the Company's annual report on Form 10-K for the year ended December 31, 1993 and incorporated herein by reference)
4.5 Fourth Amendment dated June 14, 1994 to Credit Agreement filed as Exhibit 4.1 hereto (filed as Exhibit 4.1 to the Company's quarter report on Form 10-Q for the quarter ended June 30, 1994 and incorporated herein by reference)
4.6 Fifth Amendment dated December 8, 1994 to Credit Agreement filed as Exhibit 4.1 hereto (filed herewith)
10.1* Agreement executed by and between the Company and W. W. McKee (filed as Exhibit 10.1 to the Company's annual report on Form 10-K for the year ended December 31, 1990 and incorporated herein by reference)
10.2* Agreement executed by and between the Company and R. A. Byers (filed as Exhibit 10.1 to the Company's quarterly report on Form 10-Q for the quarter ended June 30, 1991 and incorporated herein by reference)
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K (Cont'd)
10.3* Agreement executed by and between the Company and T. R. Lloyd (filed as Exhibit 10.2 to the Company's quarterly report on Form 10-Q for the quarter ended June 30, 1991 and incorporated herein by reference)
10.4* Severance Pay Agreement executed by and between the Company and P. O. Elbert (filed as Exhibit 10.3 to the Company's quarterly report on Form 10-Q for the quarter ended June 30, 1991 and incorporated herein by reference)
10.5* Management Incentive Plan (filed as Exhibit 10.5 to the Company's annual report on Form 10-K for the year ended December 31, 1992 and incorporated herein by reference)
10.6* Summary of Company's 1994 Management Incentive Plan (MIP) (filed herewith)
10.7* Retirement Plan for PDM Outside Directors as amended, effective May 26, 1994 (filed herewith)
10.8* Stock Option Plan of 1990 (filed as Exhibit 4.01 to the Company's Registration Statement No. 33-34787 on Form S-8 filed May 7, 1990 and incorporated herein by reference)
10.9* Investment Letter and Registration Rights Agreement dated September 21, 1993 by and between Pitt-Des Moines, Inc. and William W. McKee, Jr. (filed as Exhibit 10.1 to the Company's quarterly report on Form 10-Q for the quarter ended September 30, 1993 and incorporated herein by reference)
10.10* Investment Letter and Registration Rights Agreement dated September 21, 1993 by and between Pitt-Des Moines, Inc. and Phillip O. Elbert (filed as Exhibit 10.2 to the Company's quarterly report on Form 10-Q for the quarter ended September 30, 1993 and incorporated herein by reference)
11 Computation of Per Share Earnings (filed herewith)
13 "Review of Operations" from Annual Report to Stockholders for fiscal year ended December 31, 1994 (filed herewith)
21 Subsidiaries of Pitt-Des Moines, Inc. (filed herewith)
23 Consent of Independent Auditors, Ernst & Young LLP (filed herewith)
27 Financial Data Schedule
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K (Cont'd)
(b) Reports on Form 8-K:
There were no reports on Form 8-K filed during the quarter ended December 31, 1994.
------------------------
* Denotes management contract or compensatory plan or arrangement.
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
PITT-DES MOINES, INC.
March 29, 1995 By: /s/ Wm. W. McKee ---------------------------- Wm. W. McKee President Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signatures Title Date
Principal Executive Officer:
/s/ Wm. W. McKee President, Chief March 29, 1995 ------------------------------------ Executive Officer and Wm. W. McKee Director
Principal Financial and Accounting Officer:
/s/ R. A. Byers Chief Financial Officer March 29, 1995 ------------------------------------ and Chief Accounting R. A. Byers Officer
Other Directors:
/s/ J. C. Bates Director March 29, 1995 ------------------------------------ J. C. Bates
/s/ R. W. Dean Director March 29, 1995 ------------------------------------ R. W. Dean
Signatures (Cont'd)
Signatures Title Date
/s/ P. O. Elbert Director March 29, 1995 ------------------------------------ P. O. Elbert
/s/ W. R. Jackson Director March 29, 1995 ------------------------------------ W. R. Jackson
/s/ W. R. Jackson, Jr. Director March 29, 1995 ------------------------------------ W. R. Jackson, Jr.
/s/ W. E. Lewellen Director March 29, 1995 ------------------------------------ W. E. Lewellen
/s/ J. H. Long Director March 29, 1995 ------------------------------------ J. H. Long
/s/ A. J. Paddock Director March 29, 1995 ------------------------------------ A. J. Paddock
/s/ P. J. Townsend Director March 29, 1995 ------------------------------------ P. J. Townsend
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS Pitt-Des Moines, Inc.
--------------------- (1) Write-off of accounts deemed to be uncollectible
EXHIBIT INDEX
3.1 Articles of Incorporation, as amended to date (filed as Exhibit 3.1 to the Company's quarterly report on Form 10-Q for the quarter ended September 30, 1989 and incorporated herein by reference)
3.2 Bylaws, as amended to date (filed as Exhibit 3.2 to the Company's quarterly report on Form 10-Q for the quarter ended September 30, 1989 and incorporated herein by reference)
4.1 Amended and Restated Credit Agreement dated as of June 30, 1992 by and among Pitt-Des Moines, Inc. and Pittsburgh National Bank, Wells Fargo Bank, N.A. and American National Bank (filed as Exhibit 4.1 to the Company's annual report on Form 10-K for the year ended December 31, 1992 and incorporated herein by reference)
4.2 First Amendment dated November 23, 1992 to Credit Agreement filed as Exhibit 4.1 hereto (filed as Exhibit 4.2 to the Company's annual report on Form 10-K for the year ended December 31, 1992 and incorporated herein by reference)
4.3 Second Amendment dated June 10, 1993 to Credit Agreement filed as Exhibit 4.1 hereto (filed as Exhibit 4.1 to the Company's quarterly report on Form 10-Q for the quarter ended June 30, 1992 and incorporated herein by reference)
4.4 Third Amendment dated December 16, 1993 to Credit Agreement filed as Exhibit 4.1 hereto (filed as Exhibit 4.4 to the Company's annual report on Form 10-K for the year ended December 31, 1993 and incorporated herein by reference)
4.5 Fourth Amendment dated June 14, 1994 to Credit Agreement filed as Exhibit 4.1 hereto (filed as Exhibit 4.1 to the Company's quarterly report on Form 10-Q for the quarter ended June 30, 1994 and incorporated herein by reference)
4.6 Fifth Amendment dated December 8, 1994 to Credit Agreement filed as Exhibit 4.1 hereto (filed herewith)
10.1 Agreement executed by and between the Company and W. W. McKee (filed as Exhibit 10.1 to the Company's annual report on Form 10-K for the year ended December 31, 1990 and incorporated herein by reference)
10.2 Agreement executed by and between the Company and R. A. Byers (filed as Exhibit 10.1 to the Company's quarterly report on Form 10-Q for the quarter ended June 30, 1991 and incorporated herein by reference)
10.3 Agreement executed by and between the Company and T. R. Lloyd (filed as Exhibit 10.2 to the Company's quarterly report on Form 10-Q for the quarter ended June 30, 1991 and incorporated herein by reference)
EXHIBIT INDEX (Cont'd)
10.4 Severance Pay Agreement executed by and between the Company and P. O. Elbert (filed as Exhibit 10.3 to the Company's quarterly report on Form 10-Q for the quarter ended June 30, 1991 and incorporated herein by reference)
10.5 Management Incentive Plan (filed as Exhibit 10.5 to the Company's annual report on Form 10-K for the year ended December 31, 1992 and incorporated herein by reference.
10.6 Summary of Company's 1994 Management Incentive Plan (MIP) (filed herewith)
10.7 Retirement Plan for PDM Outside Directors as amended, effective May 26, 1994 (filed herewith)
10.8 Stock Option Plan of 1990 (filed as Exhibit 4.01 to the Company's Registration Statement No. 33-34787 on Form S-8 filed May 7, 1990 and incorporated herein by reference)
10.9 Investment Letter and Registration Rights Agreement dated September 21, 1993 by and between Pitt-Des Moines, Inc. and William W. McKee, Jr. (filed as Exhibit 10.1 to the Company's quarterly report on Form 10-Q for the quarter ended September 30, 1993 and incorporated herein by reference)
10.10 Investment Letter and Registration Rights Agreement dated September 21, 1993 by and between Pitt-Des Moines, Inc. and Phillip O. Elbert (filed as Exhibit 10.2 to the Company's quarterly report on Form 10-Q for the quarter ended September 30, 1993 and incorporated herein by reference)
11 Computation of Per Share Earnings (filed herewith)
13 "Review of Operations" from Annual Report to Stockholders for fiscal year ended December 31, 1994 (filed herewith)
21 Subsidiaries of Pitt-Des Moines, Inc. (filed herewith)
23 Consent of Independent Auditors, Ernst & Young LLP (filed herewith)
27 Financial Data Schedule