UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2003
Commission File No 0-25428
MEADOW VALLEY CORPORATION
| Nevada (State or other Jurisdiction of incorporation or organization) |
88-0328443 (I.R.S. Employer Identification Number) |
4411 South 40th Street, Suite D-11
Phoenix, Arizona 85040
(602) 437-5400
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 and 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 filings requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes [ ] No [X]
Number of shares outstanding of each of the registrants classes of common stock as of November 12, 2003:
Common Stock, $.001 par value
3,601,250 shares
MEADOW VALLEY CORPORATION
INDEX
REPORT ON FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 2003
PART I. FINANCIAL INFORMATION |
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Item 1. Financial Statements |
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Condensed Consolidated Statements of Operations (Unaudited) - Nine Months Ended
September 30, 2003 and 2002 |
3 | ||||
Condensed Consolidated Statements of Operations (Unaudited) - Three Months Ended
September 30, 2003 and 2002 |
4 | ||||
Condensed Consolidated Balance Sheets - As of September 30, 2003 (Unaudited) and
December 31, 2002 |
5 | ||||
Condensed Consolidated Statements of Cash Flows (Unaudited) - Nine Months Ended
September 30, 2003 and 2002 |
6 | ||||
Notes to Condensed Consolidated Financial Statements |
8 | ||||
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations |
16 | ||||
Item 3. Quantitative and Qualitative Disclosure About Market Risk |
21 | ||||
Item 4. Controls and Procedures |
21 | ||||
PART II. OTHER INFORMATION |
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Item 1. Legal Proceedings |
22 | ||||
Item 6. Exhibits and Reports on Form 8-K |
23 | ||||
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
MEADOW VALLEY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Nine Months Ended | ||||||||||
| September 30, | ||||||||||
| 2003 | 2002 | |||||||||
Revenue: |
||||||||||
Construction Services |
$ | 84,053,359 | $ | 87,860,316 | ||||||
Construction Materials |
32,957,202 | 26,644,128 | ||||||||
Total revenue |
117,010,561 | 114,504,444 | ||||||||
Cost of revenue: |
||||||||||
Construction Services |
81,571,237 | 85,392,810 | ||||||||
Construction Materials |
29,845,344 | 23,872,181 | ||||||||
Total cost of revenue |
111,416,581 | 109,264,991 | ||||||||
Gross profit |
5,593,980 | 5,239,453 | ||||||||
General and administrative expenses |
4,981,158 | 4,359,550 | ||||||||
Income from operations |
612,822 | 879,903 | ||||||||
Other income (expense): |
||||||||||
Interest income |
46,962 | 100,204 | ||||||||
Interest expense |
(382,622 | ) | (329,942 | ) | ||||||
Other income |
433,019 | 76,023 | ||||||||
| 97,359 | (153,715 | ) | ||||||||
Income before income taxes |
710,181 | 726,188 | ||||||||
Income tax expense |
(266,318 | ) | (272,320 | ) | ||||||
Net income |
$ | 443,863 | $ | 453,868 | ||||||
Basic net income per common share |
$ | 0.12 | $ | 0.13 | ||||||
Diluted net income per common share |
$ | 0.12 | $ | 0.13 | ||||||
Basic weighted average common shares outstanding |
3,590,386 | 3,559,938 | ||||||||
Diluted weighted average common shares outstanding |
3,590,386 | 3,559,938 | ||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
MEADOW VALLEY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Three Months Ended | ||||||||||
| September 30, | ||||||||||
| 2003 | 2002 | |||||||||
Revenue: |
||||||||||
Construction Services |
$ | 31,824,143 | $ | 28,469,165 | ||||||
Construction Materials |
11,021,958 | 9,053,929 | ||||||||
Total revenue |
42,846,101 | 37,523,094 | ||||||||
Cost of revenue: |
||||||||||
Construction Services |
31,323,580 | 27,972,044 | ||||||||
Construction Materials |
10,121,591 | 8,073,588 | ||||||||
Total cost of revenue |
41,445,171 | 36,045,632 | ||||||||
Gross profit |
1,400,930 | 1,477,462 | ||||||||
General and administrative expenses |
1,870,717 | 1,435,485 | ||||||||
Income (loss) from operations |
(469,787 | ) | 41,977 | |||||||
Other income (expense): |
||||||||||
Interest income |
13,311 | 46,387 | ||||||||
Interest expense |
(120,849 | ) | (121,882 | ) | ||||||
Other income |
421,975 | 98,809 | ||||||||
| 314,437 | 23,314 | |||||||||
Income (loss) before income taxes |
(155,350 | ) | 65,291 | |||||||
Income tax benefit (expense) |
58,256 | (24,484 | ) | |||||||
Net income (loss) |
$ | (97,094 | ) | $ | 40,807 | |||||
Basic net income (loss) per common share |
$ | (0.03 | ) | $ | 0.01 | |||||
Diluted net income (loss) per common share |
$ | (0.03 | ) | $ | 0.01 | |||||
Basic weighted average common shares outstanding |
3,601,250 | 3,559,938 | ||||||||
Diluted weighted average common shares outstanding |
3,601,250 | 3,559,938 | ||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
MEADOW VALLEY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
| September 30, | December 31, | |||||||||
| 2003 | 2002 | |||||||||
| (Unaudited) | ||||||||||
Assets: |
||||||||||
Current Assets: |
||||||||||
Cash and cash equivalents |
$ | 2,826,593 | $ | 3,289,535 | ||||||
Restricted cash |
1,566,561 | 1,681,361 | ||||||||
Accounts receivable, net |
23,243,251 | 21,203,373 | ||||||||
Claims receivable |
| 387,878 | ||||||||
Prepaid expenses and other |
2,432,230 | 1,573,614 | ||||||||
Inventory, net |
1,643,437 | 2,103,100 | ||||||||
Land held for sale |
264,738 | 711,531 | ||||||||
Costs and estimated earnings in excess of billings on
uncompleted contracts |
1,878,757 | 1,543,061 | ||||||||
Total Current Assets |
33,855,567 | 32,493,453 | ||||||||
Property and equipment, net |
13,342,652 | 14,555,646 | ||||||||
Refundable deposits |
95,612 | 50,604 | ||||||||
Mineral rights and pit development, net |
402,263 | 445,063 | ||||||||
Claims receivable, less current portion |
7,622,978 | 7,961,107 | ||||||||
Other assets |
| 32,223 | ||||||||
Total Assets |
$ | 55,319,072 | $ | 55,538,096 | ||||||
Liabilities and Stockholders Equity: |
||||||||||
Current Liabilities: |
||||||||||
Accounts payable |
$ | 18,935,595 | $ | 19,912,516 | ||||||
Accrued liabilities |
5,335,843 | 3,697,111 | ||||||||
Notes payable |
3,097,760 | 3,424,209 | ||||||||
Obligations under capital leases |
909,131 | 921,306 | ||||||||
Billings in excess of costs and estimated earnings on
uncompleted contracts |
4,768,904 | 3,733,152 | ||||||||
Total Current Liabilities |
33,047,233 | 31,688,294 | ||||||||
Deferred tax liability |
1,586,004 | 1,265,045 | ||||||||
Notes payable, less current portion |
7,514,750 | 9,256,598 | ||||||||
Obligations under capital leases, less current portion |
1,274,775 | 1,875,712 | ||||||||
Total Liabilities |
43,422,762 | 44,085,649 | ||||||||
Commitments and contingencies |
||||||||||
Stockholders Equity: |
||||||||||
Preferred stock-$.001 par value; 1,000,000 shares authorized,
none issued and outstanding |
| | ||||||||
Common stock-$.001 par value; 15,000,000 shares authorized,
3,601,250 and 3,559,938 issued and outstanding |
3,601 | 3,601 | ||||||||
Additional paid-in capital |
10,943,569 | 10,943,569 | ||||||||
Capital adjustments |
(799,147 | ) | (799,147 | ) | ||||||
Retained earnings |
1,748,287 | 1,304,424 | ||||||||
Total Stockholders Equity |
11,896,310 | 11,452,447 | ||||||||
Total Liabilities and Stockholders Equity |
$ | 55,319,072 | $ | 55,538,096 | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
MEADOW VALLEY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Nine Months Ended | ||||||||||
| September 30, | ||||||||||
| 2003 | 2002 | |||||||||
Increase (Decrease) in Cash and Cash Equivalents: |
||||||||||
Cash flows from operating activities: |
||||||||||
Cash received from customers |
$ | 116,149,475 | $ | 115,058,242 | ||||||
Cash paid to suppliers and employees |
(113,464,432 | ) | (112,639,054 | ) | ||||||
Interest received |
46,962 | 100,204 | ||||||||
Interest paid |
(382,622 | ) | (329,942 | ) | ||||||
Income taxes received |
54,641 | | ||||||||
Net cash provided by operating activities |
2,404,024 | 2,189,450 | ||||||||
Cash flows from investing activities: |
||||||||||
Decrease in restricted cash |
114,800 | 697,315 | ||||||||
Proceeds from sale of property and equipment |
433,512 | 1,184,946 | ||||||||
Purchase of property and equipment |
(413,101 | ) | (310,818 | ) | ||||||
Decrease (Increase) in land held for sale |
942,701 | (711,531 | ) | |||||||
Proceeds from sale of mineral rights and pit development |
| 557,587 | ||||||||
Net cash provided by investing activities |
1,077,912 | 1,417,499 | ||||||||
Cash flows from financing activities: |
||||||||||
Repayment of notes payable |
(3,132,853 | ) | (1,812,441 | ) | ||||||
Repayment of capital lease obligations |
(812,025 | ) | (1,033,451 | ) | ||||||
Net cash used in financing activities |
(3,944,878 | ) | (2,845,892 | ) | ||||||
Net increase (decrease) in cash and cash equivalents |
(462,942 | ) | 761,057 | |||||||
Cash and cash equivalents at beginning of period |
3,289,535 | 2,228,506 | ||||||||
Cash and cash equivalents at end of period |
$ | 2,826,593 | $ | 2,989,563 | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
MEADOW VALLEY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(Unaudited)
| Nine Months Ended | ||||||||||
| September 30, | ||||||||||
| 2003 | 2002 | |||||||||
Increase (Decrease) in Cash and Cash Equivalents (Continued): |
||||||||||
Reconciliation of Net Income to Net Cash Provided by
Operating Activities: |
||||||||||
Net Income |
$ | 443,863 | $ | 453,868 | ||||||
Adjustments to reconcile net income to net cash
provided by operating activities: |
||||||||||
Depreciation and amortization |
2,058,353 | 2,173,494 | ||||||||
Gain on sale of property, equipment and land |
(293,210 | ) | (33,351 | ) | ||||||
Deferred taxes, net |
320,959 | 272,320 | ||||||||
Allowance for doubtful accounts |
387,080 | (333,540 | ) | |||||||
Changes in Operating Assets and Liabilities: |
||||||||||
Accounts receivable |
(2,426,958 | ) | (675,137 | ) | ||||||
Prepaid expenses and other |
(620,815 | ) | (302,922 | ) | ||||||
Inventory |
459,663 | 2,795,307 | ||||||||
Costs and estimated earnings in excess of billings on
uncompleted contracts |
(335,696 | ) | 2,118,824 | |||||||
Refundable deposits |
(45,008 | ) | 4,506 | |||||||
Claims receivable |
726,007 | (1,960,508 | ) | |||||||
Other assets |
32,223 | 48,748 | ||||||||
Accounts payable |
(976,921 | ) | (4,854,534 | ) | ||||||
Accrued liabilities |
1,638,732 | 1,454,428 | ||||||||
Billings in excess of costs and estimated earnings on
uncompleted contracts |
1,035,752 | 1,027,947 | ||||||||
Net cash provided by operating activities |
$ | 2,404,024 | $ | 2,189,450 | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
7
MEADOW VALLEY CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies and Use of Estimates:
Presentation of Interim Information:
The condensed consolidated financial statements included herein have been prepared by Meadow Valley Corporation (we, us, our or Company) without audit, pursuant to the rules and regulations of the United States Securities and Exchange Commission (SEC) and should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2002 as filed with the SEC under the Securities and Exchange Act of 1934. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted, as permitted by the SEC, although we believe the disclosures, which are made are adequate to make the information presented not misleading. Further, the condensed consolidated financial statements reflect, in the opinion of management, all normal recurring adjustments necessary to present fairly our financial position at September 30, 2003 and the results of our operations and cash flows for the periods presented. The December 31, 2002 condensed consolidated balance sheet data was derived from audited consolidated financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America.
Interim results are subject to significant seasonal variations and the results of operations for the nine months ended September 30, 2003 are not necessarily indicative of the results to be expected for the full year.
Nature of Corporation:
Meadow Valley Corporation was organized under the laws of the State of Nevada on September 15, 1994. The principal business purpose of the Company is to operate as the holding company of Meadow Valley Contractors, Inc. (MVCI) the construction service segment and Ready Mix, Inc. (RMI) the construction materials segment. MVCI is a general contractor, primarily engaged in the construction of structural concrete highway bridges and overpasses, channels, roadways, and the paving of highways and airport runways in the states of Nevada, Arizona and Utah. RMI manufactures and distributes ready mix concrete in the Las Vegas, Nevada and Phoenix, Arizona metropolitan areas. Formed by the Company, RMI commenced operations in 1997.
Reclassifications:
Certain balances for the periods ended September 30, 2002 have been reclassified in the accompanying consolidated financial statements to conform to the current year presentation. These reclassifications had no effect on previously reported net income or stockholders equity.
Liquidity:
The Company had income from operations for the nine months ended September 30, 2003 and 2002 of $443,863 and $453,868 and has provided cash from operating activities of $2,404,024 and $2,189,450 for the nine months ended September 30, 2003 and 2002. In order to improve working capital, the Company executed a definitive agreement on March 22, 2002 to sell certain pit assets to United Metro Materials Inc. (United Metro). The transaction closed on May 9, 2002. If sales from the certain pit assets sold to United Metro during the twenty-four month period beginning May 2002, as measured in tons of materials sold, meet or exceed a stipulated minimum amount, United Metro will pay an additional $250,000 as specified in the purchase agreement. As of September 30, 2003 the stipulated minimum amount had not been met. During 2003 and in the future until management achieves a desired level of working capital, the Company may also consider the disposal of other assets as a means to increase working capital. Should the Company not be able to sell other assets, raise additional capital or generate sufficient cash flows from operations, management of the Company will need to develop alternative strategies that may ultimately impact the operations and financial condition of the Company.
Revenue and Cost Recognition:
Revenues and costs from fixed-price and modified fixed-price construction contracts are recognized for each contract on the percentage-of-completion method, measured by the percentage of costs incurred to date to the estimated total direct costs. Direct costs include, among other things, direct labor, field labor, equipment rent, subcontracting, direct materials and direct overhead. General and administrative expenses are accounted for as period costs and are, therefore, not included in the calculation of the estimates to complete construction contracts in
8
MEADOW VALLEY CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
1. Summary of Significant Accounting Policies and Use of Estimates (Continued):
Revenue and Cost Recognition (Continued):
progress. Project losses are provided in the period in which such losses are determined, without reference to the percentage-of-completion. As contracts can extend over one or more accounting periods, revisions in costs and earnings estimated during the course of the work are reflected during the accounting period in which the facts that required such revision become known.
Claims for additional contract revenue are recognized only to the extent that contract costs relating to the claim have been incurred and evidence provides a legal basis for the claim. As of September 30, 2003, the total amount of contract claims filed by the Company with various public entities was $46,601,386. Of that sum, the Companys portion is $29,953,191 and the balance of $16,648,195 pertains to other parties relating to the various contracts. Total claim amounts reported by the Company in its filings are approximate and are subject to revision as final documentation, resolution of issues, settlements progress and/or payments are made. Relative to the aforementioned claims, the Company has recorded $7,622,978 in cumulative unpaid claim revenue to offset a portion of the costs incurred to-date on the claims. Claims receivable are segregated between current and long-term assets based on the resolution of specific claims, or portion of claims, and as collection of funds is determined. In the accompanying balance sheets, the current and the long-term portion of the claims receivable were in the amounts of $0 and $7,622,978 as of September 30, 2003