The table below is a reconciliation of the Company’s operating income attributable to each of its segments for the six months ended June 30 as indicated:
Total revenues in the six months ended June 30, 2006 increased by 48.2% to $26,227,815, compared to $17,702,425 in the six months ended June 30, 2005 primarily as a result of increased revenue in electrical construction activities, partially offset by a decrease in revenue from real estate development activities.
Electrical construction revenues increased $9,293,640, or 75.0%, to $21,678,328 for the six months ended June 30, 2006 from $12,384,688 for the six months ended June 30, 2005. The increase in revenue for the six month period ending June 30, 2006 when compared to the same period in 2005 was primarily the result of an approximately 25.2% increase in the average number of projects under construction and an approximately 39.8% average increase in revenue per project when compared to the same period last year. The number of projects under construction accounted for approximately 33.6% of the revenue increase and the average revenue generated per project accounted for approximately 66.4% of the revenue increase.
The varying magnitude and duration of electrical construction projects may result in substantial fluctuation in the Company’s backlog from time to time. Backlog represents the uncompleted portion of services to be performed under project-specific contracts and the estimated value of future services that we expect to provide under our existing service agreements, including new contractual agreements on which work has not begun. In many instances, our customers are not contractually committed to specific volumes of services and many of our contracts may be terminated with notice, therefore we do not consider any portion of our backlog to be firm. However, our customers become obligated once we provide the services they have requested. Our service agreements are typically multi-year agreements, and we include in our backlog the amount of services projected to be performed over the terms of the contracts based on our historical relationships with these customers. Our estimates of a customer’s requirements during a particular future period may not be accurate at any point in time. As of June 30, 2006, the electrical construction operation’s backlog was approximately $14.0 million, which included approximately $8.5 million from fixed price contracts in which revenue is recognized using percentage-of-completion and approximately $5.5 million from service agreement contracts in which revenue is recognized as work is performed. Of our total backlog, we expect to complete 100% within the next twelve months, approximately 86% of which will be completed by the end of 2006. This compares to a backlog of $11.6 million at June 30, 2005, of which approximately $8.8 million represented backlog from fixed price contracts and approximately $2.8 million represented service agreement backlog.
Real estate construction revenues decreased by 14.5% to $4,549,487 for the six months ended June 30, 2006 from $5,317,737 for the like period in 2005. The decrease in revenue for the six month period ended June 30, 2006 was mainly the result of three condominium unit sales contract cancellations due to buyer defaults within our Oak Park project as a result of a weaker condominium market in Florida.
As of June 30, 2006, the real estate development operation’s backlog (outstanding real estate contracts for sale excluding partial revenue already recognized on such contracts under the percentage-of-completion method) aggregated $10,600,000. Such backlog consisted of approximately $90,000 for our Oak Park condominium project, which we expect to complete during the third quarter 2006, and $10,510,000 for our Pineapple House project, which we expect to complete during the second quarter 2007. Since the Company recognizes revenue using the percentage-of-completion method of accounting for real estate development projects, the Pineapple House backlog will be recognized as revenue over the life of the project. We expect that approximately $7.9 million of the Pineapple House backlog will be recognized as revenue during the remainder of 2006 and the balance during 2007. There can be no assurance that settlements of condominiums subject to contracts for sale will occur or that construction will progress as expected. As of June 30, 2005, the real estate development operation’s backlog was approximately $6,308,000, all of which was for our Oak Park condominium project, the only project under construction at that time.
The Company’s Oak Park real estate project was approximately 99% complete as of June 30, 2006. The Company’s Pineapple House project began recognizing revenue during the first quarter of 2006 and was approximately 28% complete as of June 30, 2006.
Operating Results
Total operating income increased to $3,379,146 for the six months ended June 30, 2006, compared to $1,196,982 for the like period in 2005. As a percentage of revenue, operating margins increased to 12.9% for the period ended June 30, 2006 from 6.8% for the same period in 2005.
Electrical construction operations had operating income of $3,860,606 during the six months ended June 30, 2006, compared to operating income of $834,095 during the six months ended June 30, 2005, an increase of $3,026,511. As a percentage of revenue, operating margins on electrical construction operations increased to 17.8% for the six months ended June 30, 2006 from 6.7% for the six months ended June 30, 2005. The increase in operating margins for the six month period ended June 30, 2006 was largely the result of the Company’s ability to spread fixed costs over a larger revenue base.
Real estate development operations had an operating income of $986,989 in the six months ended June 30, 2006, compared to $1,734,685 in the six months ended June 30, 2005, a decrease of $747,696. As a percentage of revenue, operating margins decreased to 21.7% for the six months ended June 30, 2006 from 32.6% for the six months ended June 30, 2005. The decrease in operating income as a percentage of revenue for the six month period ending June 30, 2006 was mainly the result of reversing previously reported profits for the sales contract defaults within Oak Park.
Costs and Expenses
Total costs and expenses, and the components thereof, increased 38% to $22,848,669 in the six months ended June 30, 2006 from $16,505,443 in the six months ended June 30, 2005.
Electrical construction cost of goods sold increased to $16,583,534 in the six months ended June 30, 2006 from $10,253,467 in the six months ended June 30, 2005, an increase of $6,330,067. The increase in costs reflects the costs associated with a higher level of construction activities.
Real estate development cost of goods sold decreased slightly to $3,148,918 in the six months ended June 30, 2006 from $3,167,487 in the six months ended June 30, 2005.
18
The following table sets forth the depreciation and amortization expense for each respective segment for the six months ended June 30 as indicated:
| | 2006 (unaudited) | | 2005 (unaudited) | |
| |
|
| |
|
| |
Electrical construction | | $ | 1,143,959 | | $ | 1,208,447 | |
Real estate development | | | 13,358 | | | 10,981 | |
Corporate | | | 70,094 | | | 41,350 | |
| |
|
| |
|
| |
Total | | $ | 1,227,411 | | $ | 1,260,778 | |
| |
|
| |
|
| |
The depreciation and amortization expense decreased slightly to $1,227,411 in the six months ended June 30, 2006, compared to $1,260,778 in the six months ended June 30, 2005, a decrease of 2.6%. The decrease in the depreciation and amortization expense was primarily a result of a slight reduction in depreciation expense due to an increase in certain assets that were fully depreciated by December 31, 2005.
The following table sets forth selling, general and administrative (“SG&A”) expenses for each respective segment for the six months ended June 30 as indicated:
| | 2006 (unaudited) | | 2005 (unaudited) | |
| |
|
| |
|
| |
Electrical construction | | $ | 114,649 | | $ | 79,639 | |
Real estate development | | | 400,222 | | | 404,584 | |
Corporate | | | 1,403,258 | | | 1,328,933 | |
| |
|
| |
|
| |
Total | | $ | 1,918,129 | | $ | 1,813,156 | |
| |
|
| |
|
| |
In the six months ended June 30, 2006, total SG&A expenses increased by $104,973, or 5.8%, when compared to the like period in 2005. This increase is mainly due to increased administrative costs from Sarbanes-Oxley compliance. SG&A expenses, as a percentage of revenue, decreased to 7.3% for six months ended June 30, 2006 compared to 10.2% in the like period for 2005. This decrease in the percentage of SG&A expenses is a reflection of the increased revenue dollars.
Income Taxes
The following table presents our provision for income tax and effective income tax rate from continuing operations for the six months ended June 30 as indicated:
| | 2006 (unaudited) | | 2005 (unaudited) | |
| |
|
| |
|
| |
Income taxes | | $ | 1,327,533 | | $ | 466,545 | |
Effective income tax rate | | | 38.5 | % | | 39.2 | % |
The Company’s effective tax rate for the six months ended June 30, 2006 was 38.5%. This is the Company’s expected tax rate for the year ending December 31, 2006, which was calculated based on the estimated annual operating results for the year. The effective tax rate differs from the federal statutory rate of 34% for the six months ended June 30, 2006 largely due to state income taxes. The Company’s effective tax rate for the six months ended June 30, 2005 was 39.2%. This was the Company’s expected tax rate for the year ending December 31, 2005, which was calculated based on the estimated annual operating results for the year. The effective tax rate differs from the federal statutory rate for the six months ended June 30, 2005 largely due to state income taxes.
Discontinued Operations
On December 4, 2002, effective November 30, 2002, the Company completed the sale of the capital stock of its mining subsidiaries.
Following the sale, in September 2003, the Company was notified by the EPA that it is a PRP with respect to possible investigation and removal activities at a mine previously owned by the Company, as described in note 5 of the notes to the consolidated financial statements contained herein.
19
THREE MONTHS ENDED JUNE 30, 2006 COMPARED TO THREE MONTHS ENDED JUNE 30, 2005
Segment Information
The table below is a reconciliation of the Company’s operating income attributable to each of its segments for the three months ended June 30 as indicated:
| | 2006 (unaudited) | | 2005 (unaudited) | |
| |
|
| |
|
| |
Electrical construction | | | | | | | |
Revenue | | $ | 11,186,323 | | $ | 5,284,372 | |
Operating expenses | | | | | | | |
Cost of goods sold | | | 8,460,325 | | | 4,335,895 | |
Depreciation | | | 586,508 | | | 609,302 | |
SG&A | | | 80,684 | | | 47,879 | |
Other general (income) expenses | | | (8,662 | ) | | 7,554 | |
| |
|
| |
|
| |
Total operating expenses | | | 9,118,855 | | | 5,000,630 | |
| |
|
| |
|
| |
Operating income | | $ | 2,067,468 | | $ | 283,742 | |
| |
|
| |
|
| |
Real estate development | | | | | | | |
Revenue | | $ | 1,046,540 | | $ | 4,186,580 | |
Operating expenses | | | | | | | |
Cost of goods sold | | | 827,489 | | | 2,475,035 | |
Depreciation | | | 6,547 | | | 5,524 | |
SG&A | | | 119,700 | | | 307,377 | |
| |
|
| |
|
| |
Total operating expenses | | | 953,736 | | | 2,787,936 | |
| |
|
| |
|
| |
Operating income | | $ | 92,804 | | $ | 1,398,644 | |
| |
|
| |
|
| |
Continuing Operations
Revenues
Total revenues in the three months ended June 30, 2006 increased by 29.2% to $12,232,863, compared to $9,470,952 in the three months ended June 30, 2005 reflecting higher revenue in electrical construction activities, partially offset by a decrease in revenue from real estate development activities.
Electrical construction revenues increased $5,901,951, or 111.7%, to $11,186,323 for the three months ended June 30, 2006 from $5,284,372 for the three months ended June 30, 2005. The increase in revenue for the three month period ending June 30, 2006 when compared to the same period in 2005 was primarily the result of an approximately 22.0% increase in the average number of projects under construction and an approximately 73.6% average increase in revenue per project when compared to the same period last year. The number of projects under construction accounted for approximately 19.7% of the revenue increase and the average revenue generated per project accounted for approximately 80.3% of the revenue increase.
Real estate construction revenues decreased by 75.0% to $1,046,540 for the three months ended June 30, 2006 from $4,186,580 for the like period in 2005. The decrease in revenue for the three month period ended June 30, 2006 was mainly the result of the level of units under contract, the dissimilar design, size, and stage of construction between the two projects, and the previously mentioned sales contract defaults within Oak Park. Each of these factors contributed to the decrease in revenues; however, it is impossible to quantify the individual effect of each of these factors.
Operating Results
Total operating income increased to $1,508,168 for the three months ended June 30, 2006, compared to $953,529 for the like period in 2005. As a percentage of revenue, operating margins increased to 12.3% for the period ended June 30, 2006 from 10.1% for the same period in 2005.
20
Electrical construction operations had operating income of $2,067,468 during the three months ended June 30, 2006, compared to operating income of $283,742 during the three months ended June 30, 2005, an increase of $1,783,726. As a percentage of revenue, operating margins on electrical construction operations increased to 18.5% for the three months ended June 30, 2006 from 5.4% for the three months ended June 30, 2005. The increase in operating margins and operating income for the three month period ended June 30, 2006 was largely the result of the Company’s ability to spread fixed costs over a larger revenue base.
Real estate development operations had an operating income of $92,804 in the three months ended June 30, 2006, compared to $1,398,644 in the three months ended June 30, 2005, a decrease of $1,305,840. As a percentage of revenue, operating margins decreased to 8.9% for the three months ended June 30, 2006 from 33.4% for the three months ended June 30, 2005. The decrease in operating margins as a percentage of revenue for the three month period ended June 30, 2006 resulted from the same factors that led to a decrease in revenue for the period, as discussed above. Operating margins from real estate development operations vary due to the type and number of units under construction at any given time. Since we historically have had only one or two projects under construction at any given time, operating margins can vary significantly depending upon the cost of the underlying land, the type of construction, location of the project and general market conditions. In addition, our projects are generally completed in approximately one year, which also influences year-to-year operating margin comparisons.
Costs and Expenses
Total costs and expenses, and the components thereof, increased 25.9% to $10,724,695 in the three months ended June 30, 2006 from $8,517,423 in the three months ended June 30, 2005.
Electrical construction cost of goods sold increased to $8,460,325 in the three months ended June 30, 2006 from $4,335,895 in the three months ended June 30, 2005, an increase of $4,124,430. The increase in costs reflects the costs associated with a higher level of construction activities.
Real estate development cost of goods sold decreased to $827,489 in the three months ended June 30, 2006 from $2,475,035 in the three months ended June 30, 2005. The decrease in costs is due to the level of units under contract, the dissimilar design, size and stage of construction between the two projects, and the reversal of previously reported costs for three condominium unit sales contract cancellations due to buyer defaults within our Oak Park project.
The following table sets forth the depreciation and amortization expense for each respective segment for the three months ended June 30 as indicated:
| | 2006 (unaudited) | | 2005 (unaudited) | |
| |
|
| |
|
| |
Electrical construction | | $ | 586,508 | | $ | 609,302 | |
Real estate development | | | 6,547 | | | 5,524 | |
Corporate | | | 35,065 | | | 20,221 | |
| |
|
| |
|
| |
Total | | $ | 628,120 | | $ | 635,047 | |
| |
|
| |
|
| |
The depreciation and amortization expense decreased slightly to $628,120 in the three months ended June 30, 2006, compared to $635,047 in the three months ended June 30, 2005, a decrease of 1.1%. The decrease in the depreciation and amortization expense was primarily a result of a slight reduction in depreciation expense due to an increase in certain assets that were fully depreciated by December 31, 2005.
The following table sets forth SG&A expenses for each respective segment for the three months ended June 30 as indicated:
| | 2006 (unaudited) | | 2005 (unaudited) | |
| |
|
| |
|
| |
Electrical construction | | $ | 80,684 | | $ | 47,879 | |
Real estate development | | | 119,700 | | | 307,377 | |
Corporate | | | 619,390 | | | 707,121 | |
| |
|
| |
|
| |
Total | | $ | 819,774 | | $ | 1,062,377 | |
| |
|
| |
|
| |
In the three months ended June 30, 2006, total SG&A expenses decreased by $242,603, or 22.8%, when compared to the like period in 2005. The decrease is primarily attributable to a decrease in selling expenses in the real estate segment, which is directly related to the decrease in revenues within this segment and period. SG&A expenses, as a percentage of revenue, decreased to 6.7% for three months ended June 30, 2006 compared to 11.2% in the like period for 2005.
21
Income Taxes
The following table presents our provision for income tax and effective income tax rate from continuing operations for the three months ended June 30 as indicated:
| | 2006 (unaudited) | | 2005 (unaudited) | |
| |
|
| |
|
| |
Income taxes | | $ | 609,831 | | $ | 375,035 | |
Effective income tax rate | | | 38.5 | % | | 39.5 | % |
The Company’s effective tax rate for the three months ended June 30, 2006 was 38.5%. This is the Company’s expected tax rate for the year ending December 31, 2006, which was calculated based on the estimated annual operating results for the year. The effective tax rate differs from the federal statutory rate of 34% for the three months ended June 30, 2006 largely due to state income taxes. The Company’s effective tax rate for the three months ended June 30, 2005 was 39.5%. The effective tax rate differs from the federal statutory rate for the three months ended June 30, 2005 largely due to state income taxes.
Discontinued Operations
On December 4, 2002, effective November 30, 2002, the Company completed the sale of the capital stock of its mining subsidiaries.
Following the sale, in September 2003, the Company was notified by the EPA that it is a PRP with respect to possible investigation and removal activities at a mine previously owned by the Company, as described in note 5 of the notes to the consolidated financial statements contained herein.
Liquidity and Capital Resources
Working Capital Analysis
Our primary cash needs have been for working capital and capital expenditures. Our primary sources of cash have been cash flow from operations and borrowings under our lines of credit. As of June 30, 2006 we had cash and cash equivalents of $4,340,682 and working capital of $14,338,671 as compared to cash and cash equivalents of $2,912,494 and working capital of $12,488,380 as of December 31, 2005. We anticipate that this cash on hand, our credit facilities and our future cash flows from operating activities will provide sufficient cash to enable us to meet our future operating needs and debt requirements, as well as to ensure our ability to grow.
Cash Flow Summary
Net cash flows for each of the six month periods ended June 30 were as follows:
| | 2006 (unaudited) | | 2005 (unaudited) | |
| |
|
| |
|
| |
Net cash provided by (used in) operating activities | | $ | 4,658,568 | | $ | (2,392,460 | ) |
Net cash provided by (used in) investing activities | | | (1,270,972 | ) | | (1,487,126 | ) |
Net cash provided by (used in) financing activities | | | (1,959,408 | ) | | 1,307,565 | |
| |
|
| |
|
| |
Net increase (decrease) in cash and cash equivalents | | $ | 1,428,188 | | $ | (2,572,021 | ) |
| |
|
| |
|
| |
Operating Activities
Cash flows from operating activities are comprised of income from continuing and discontinued operations adjusted to reflect the timing of cash receipts and disbursements therefrom.
Cash provided by our operating activities totaled $4,658,568 in the six months ended June 30, 2006, compared to cash used of $2,392,460 from operating activities for the same period in 2005. Our cash flows are influenced by the level of operations, operating margins, the types of services we provide, as well as the stages of our projects in both the electrical construction and real estate segments.
22
Net cash provided by contracts receivable within the real estate segment for the six months ended June 30, 2006 was $4,292,613 when compared to cash used of $5,317,737 for the same period in 2005. This increase in cash provided was mainly due to settlements of contracts on completed units within the Oak Park real estate development project. This was partially offset by the cash used in residential properties under construction relating to the start up costs associated with the Pineapple House real estate development project and costs and estimated earnings in excess of billings on uncompleted contracts due to the increase in the volume of work when compared to the same period last year.
Days of Sales Outstanding Analysis
Days of sales outstanding (“DSO”) is calculated by dividing the respective quarter’s ending net accounts receivable, accrued billings, costs and estimated earnings in excess of billings on uncompleted contracts (net of allowance for doubtful accounts and billings in excess of costs) balance by the result of the respective quarter’s net revenues divided by the days in the quarter. This DSO calculation is applied only to the electrical construction segment. The DSO for accounts receivable, accrued billings and costs and estimated earnings in excess of billings on uncompleted contracts have decreased when compared to prior years as shown below:
Quarter Ended June 2006 | | | 78 | |
Quarter Ended March 2006 | | | 84 | |
Quarter Ended December 2005 | | | 81 | |
The main reason for the decrease in the DSO for the quarter ended June 30, 2006 compared to the previous quarter is the increased revenue recognized during the quarter while net accounts receivable (net of allowance for doubtful accounts and billings in excess of costs) decreased slightly.
Investing Activities
Net cash used in investing activities during the six months ended June 30, 2006 was $1,270,972 compared to $1,487,126 for the same period in 2005. This decrease was primarily attributable to a reduction in the purchase of property and equipment within the electrical construction segment.
The capital budget for 2006 is expected to total approximately $5.1 million, which includes $1,438,503 in capital expenditures incurred during the six months ended June 30, 2006. The majority of these expenditures were for investment in equipment upgrades and fleet expansion in the electrical construction segment. These purchases will be funded through our working capital, leases and lines of credit.
Financing Activities
Cash used in financing activities during the six months ended June 30, 2006 was $1,959,408 compared to cash provided by financing activities of $1,307,565 during the same period in 2005. The increase in cash used by financing activities is mainly due to the repayment of the $5,000,000 Real Estate Loan partially offset by new borrowings made from the Company’s $3.0 million Working Capital Loan totaling $1,156,450 and the borrowings within the real estate segment of $2,359,576 used for the development of Pineapple House. See note 6 of the notes to consolidated financial statements for more information regarding these borrowings. In addition there were no treasury stock purchases for the six months ended June 30, 2006 compared to approximately $209,156 used to purchase treasury stock during the same period in 2005.
The Company has paid no cash dividends on its Common Stock since 1933, and it is not expected that the Company will pay any cash dividends on its Common Stock in the immediate future.
Forecast
The Company anticipates its cash on hand, cash flows from operations and credit facilities will provide sufficient cash to enable the Company to meet its working capital needs, debt service requirements and planned capital expenditures for at least the next twelve months. However, the Company’s revenues, results of operations and cash flows as well as its ability to seek additional financing may be negatively impacted by factors including, but not limited to, a decline in demand for electrical construction services and/or condominiums in the markets served and general economic conditions, heightened competition, availability of construction materials, increased interest rates and adverse weather conditions.
23
Contractual Obligations
The following table summarizes the Company’s future aggregate contractual obligations at June 30, 2006:
| | Payments Due By Period | |
| | (in thousands) | |
| | Total | | Less Than 1 Year | | 1 - 2 Years | | 3 - 5 Years | | More Than 5 Years | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Operating leases | | $ | 850 | | $ | 128 | | $ | 287 | | $ | 435 | | $ | — | |
Capital leases, including interest (1) | | | 1,092 | | | 288 | | | 525 | | | 279 | | | — | |
Purchase obligations (2) | | | 2,182 | | | 1,461 | | | 452 | | | 269 | | | — | |
Long-term debt - principal (3) | | | 1,084 | | | 867 | | | 217 | | | — | | | — | |
Long-term debt - interest (4) | | | 255 | | | 68 | | | 60 | | | 59 | | | 68 | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Total | | $ | 5,463 | | $ | 2,812 | | $ | 1,541 | | $ | 1,042 | | $ | 68 | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| (1) | Capital leases include new agreements with Branch Banking and Trust Company as discussed in note 6 of notes to the consolidated financial statements. |
| (2) | Purchase obligations include only agreements to purchase goods or services that are enforceable and legally binding and that specify all significant terms. These amounts represent the employment contract of the CEO and other purchase obligations. |
| (3) | Excludes $3.8 million of debt which matures within the next 12 months. |
| (4) | Includes approximately $29,200 per year of interest on loans against the cash surrender value of life insurance policies, included in other long term assets and approximately $40,697 of interest on an equipment loan for the electrical construction segment (see note 6). |
Forward-Looking Statements
We make “forward-looking statements” within the “safe harbor” provision of the Private Securities Litigation Reform Act of 1995 throughout this document. You can identify these statements by forward-looking words such as “may,” “will,” “expect,” “anticipate,” “believe,” “estimate,” “plan,” “continue” or similar words. We have based these statements on our current expectations about future events. Although we believe that our expectations reflected in or suggested by our forward-looking statements are reasonable, we cannot assure you that these expectations will be achieved. Our actual results may differ materially from what we currently expect. For example, electrical construction projects are generally subject to cancellation and, in the real estate segment, there can be no assurance that settlements of condominiums subject to contracts for sale will occur or that construction will progress as expected. Factors that may affect the results of our electrical construction operations include, among others: the level of construction activities by public utilities; the timing and duration of construction projects for which we are engaged; adverse weather; our ability to estimate accurately with respect to fixed price construction contracts; heightened competition in the electrical construction field, including intensification of price competition; and the availability of skilled construction labor. Factors that may affect the results of our real estate development operations include, among others: interest rates; ability to obtain necessary permits from regulatory agencies; adverse legislation or regulations; ability to acquire land; ability to obtain additional construction financing; adverse weather; natural disasters; and general economic conditions, both nationally and in our region. Important factors which could cause our actual results to differ materially from the forward-looking statements in this document are also set forth elsewhere in this document, including in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section and in the Risk Factors section of our Report on Form 10-K for the fiscal year ended December 31, 2005.
You should read this report completely and with the understanding that our actual future results may be materially different from what we expect. We may not update these forward-looking statements, even in the event that our situation changes in the future. All forward-looking statements attributable to us are expressly qualified by these cautionary statements.
Item 3. | Quantitative and Qualitative Disclosures About Market Risk. |
The Company and its subsidiaries are exposed to certain market risks from transactions that are entered into during the normal course of business. The Company’s primary market risk exposure is related to interest rate risk. At June 30, 2006, we performed sensitivity analyses to assess the potential effect of this risk and concluded that a hypothetical change in the interest rates of 100 basis points (i.e., 1%) would not materially affect our financial position, results of operations or cash flows.
24
Item 4. | Controls and Procedures. |
Evaluation of disclosure controls and procedures
John H. Sottile, our Chief Executive Officer (“CEO”), and Stephen R. Wherry, our Chief Financial Officer (“CFO”), have performed an evaluation of the Company’s disclosure controls and procedures, as that term is defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of June 30, 2006, and each has concluded that such disclosure controls and procedures are effective to ensure that information required to be disclosed in our periodic reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified by the Securities and Exchange Commission’s (the “SEC”) rules and regulations. Based upon this evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that our disclosure controls and procedures were effective, as of the end of the period covered by this Quarterly Report on Form 10-Q, to ensure that information relating to The Goldfield Corporation and its consolidated subsidiaries required to be included in our Exchange Act reports filed with the SEC is accumulated and communicated to management, including the CEO and the CFO, in order to allow timely decisions regarding required disclosures.
Changes in internal controls
No changes in the Company’s internal controls over financial reporting occurred during the second quarter of 2006 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.
Limitations of the effectiveness of controls
A control system, no matter how well conceived and operated, can provide only reasonable assurance, not absolute assurance that the objectives of the control system are met. Because of inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that the design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies and procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Accordingly, our disclosure controls and procedures are designed to provide reasonable, not absolute, assurance that the objectives of our disclosure control system are met and, as set forth above, our CEO and CFO have concluded, based on their evaluation, that our disclosure controls and procedures were effective as of June 30, 2006 to provide reasonable assurance that the objectives of the disclosure control system were met.
PART II. OTHER INFORMATION
Item 1. | Legal Proceedings. |
Environmental
For information in response to this Item, see the discussion regarding the special notice letter the Company received from the United States Environmental Protection Agency regarding the Anderson-Calhoun mine/mill site in note 5 of notes to the consolidated financial statements in this Form 10-Q.
Information regarding risk factors appears in “Risk Factors” in Part I – Item 1A of our Report on Form 10-K for the fiscal year ended December 31, 2005 and in “Management’s Discussion and Analysis of Financial Condition and Results of Operation - Forward-Looking Statements,” in Part I - Item 2 of this Form 10-Q and in Part II - Item 7 of the Report on Form 10-K. There have been no material changes from the risk factors previously disclosed in our Report on Form 10-K.
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Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. |
The following table sets forth information on a monthly basis regarding the Company’s purchases of its Common Stock during the second quarter of 2006:
| | Issuer Purchases of Equity Securities | |
| |
| |
Period | | Total number of shares purchased | | Average price paid per share | | Total number of shares purchased as part of publicly announced plans or programs(1) | | Maximum number of shares that may yet be purchased under the plans or programs | |
| |
|
| |
|
| |
|
| |
|
| |
04/1/06-04/30/06 | | | — | | | — | | | — | | | 1,275,778 | |
05/1/06-05/31/06 | | | — | | | — | | | — | | | 1,275,778 | |
06/1/06-06/30/06 | | | — | | | — | | | — | | | 1,275,778 | |
| |
|
| |
|
| |
|
| |
|
| |
Total | | | — | | | — | | | — | | | 1,275,778 | |
| |
|
| |
|
| |
|
| |
|
| |
|
|
| (1) | Since September 17, 2002, the Company has had a stock repurchase plan which, as last amended by the Board of Directors on May 25, 2006, permits the purchase of up to 3,500,000 shares until September 30, 2007. As of June 30, 2006, the Company has repurchased under the repurchase plan 2,224,222 shares of its Common Stock at a cost of $1,156,513 (average cost of $0.52 per share). The Company may repurchase its shares either in the open market or through private transactions. The volume of the shares to be repurchased is contingent upon market condition and other factors. |
Item 4. | Submission of Matters to a Vote of Security Holders. |
(a) The Annual Meeting of Stockholders was held on May 25, 2006.
(b) At the Annual Meeting of Stockholders, the shareholders voted to elect the following seven directors to the Board of Directors. Set forth below are the votes cast in the election of directors:
Directors | | Votes For | | Votes Withheld | |
| |
|
| |
|
| |
Thomas E. Dewey, Jr. | | | 20,455,333 | | | 198,183 | |
Harvey C. Eads, Jr. | | | 20,453,381 | | | 200,135 | |
John P. Fazzini | | | 20,448,738 | | | 204,778 | |
Danforth E. Leitner | | | 20,452,908 | | | 200,608 | |
Al Marino | | | 20,456,726 | | | 196,790 | |
Dwight W. Severs | | | 20,458,331 | | | 195,185 | |
John H. Sottile | | | 20,406,821 | | | 246,695 | |
(c) The shareholders also voted to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2006 with 20,467,924 votes cast for, 168,192 votes cast against, 17,400 votes abstained and 0 broker non-votes.
10-1 | Loan Agreement, dated July 13, 2006, among The Goldfield Corporation, Southeast Power Corporation, and Branch Banking and Trust Company Relating to Loans of up to $3.5 million is hereby incorporated by reference to Exhibit 10-1 of the Company’s Current Report on Form 8-K dated July 13, 2006, heretofore filed with the Commission (file No.1-7525). |
| |
10-2 | Revolving Line of Credit Promissory Note of Southeast Power Corporation Relating to Loans of up to $3.5 million is hereby incorporated by reference to Exhibit 10-2 of the Company’s Current Report on Form 8-K dated July 13, 2006, heretofore filed with the Commission (file No.1-7525). |
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10-3 | Guaranty, dated July 13, 2006, between The Goldfield Corporation and Branch Banking and Trust Company is hereby incorporated by reference to Exhibit 10-3 of the Company’s Current Report on Form 8-K dated July 13, 2006, heretofore filed with the Commission (file No.1-7525). |
| |
10-4 | Security Agreement, dated July 13, 2006, between Southeast Power Corporation and Branch Banking and Trust Company is hereby incorporated by reference to Exhibit 10-4 of the Company’s Current Report on Form 8-K dated July 13, 2006, heretofore filed with the Commission (file No.1-7525). |
| |
10-5 | Unconditional Guaranty, dated July 13, 2006, between The Goldfield Corporation and Branch Banking and Trust Company is hereby incorporated by reference to Exhibit 10-5 of the Company’s Current Report on Form 8-K dated July 13, 2006, heretofore filed with the Commission (file No. 1-7525). |
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*31-1 | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, 15 U.S.C. Section 7241 |
| |
*31-2 | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, 15 U.S.C. Section 7241 |
| |
*32-1 | **Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350 |
| |
*32-2 | **Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350 |
|
* | Filed herewith. |
| |
** | These exhibits are intended to be furnished in accordance with Regulation S-K Item 601(b)(32)(ii) and shall not be deemed to be filed for purposes of Section 18 of the Securities Act of 1934 or incorporated by reference into any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference. |
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.
| THE GOLDFIELD CORPORATION |
| (Registrant) |
Dated: August 10, 2006 | |
| |
| /s/Stephen R. Wherry |
|
|
| (Stephen R. Wherry) |
| Senior Vice President, Chief Financial Officer (Principal Financial Officer), |
| Treasurer, Assistant Secretary and |
| Principal Accounting Officer. |
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