4602 East Thomas Road
Phoenix, Arizona 85018
Telephone: (602) 437-5400
Fax: (602) 437-1681
| | | |
Investor Contact: | | Company Contact: |
| Neil Berkman Associates | | Bradley E. Larson |
| (310) 826-5051 | | Chief Executive Officer |
info@BerkmanAssociates.com | | www.meadowvalley.com |
Meadow Valley Third Quarter Net Income
Increased to $0.43 Per Share Versus $0.21 Per Share
PHOENIX, ARIZONA, November 12, 2008 . . .MEADOW VALLEY CORPORATION (NASDAQ:MVCO) today announced operating results for the third quarter and first nine months of 2008.
Third Quarter Results
For the three months ended September 30, 2008, total revenue increased 10.8% to $60.8 million compared to $54.9 million for the third quarter of 2007. Construction services revenue increased 24.2% to $44.5 million compared to $35.9 million for the same period last year, driven by scheduled progress on the higher value of construction projects in backlog at the beginning of this year’s third quarter as compared to last year. Construction materials revenue decreased 14.0% to $16.1 million compared to $18.7 million for last year’s third quarter, the result of continued weakness in residential construction in Meadow Valley’s Phoenix, Arizona and Las Vegas, Nevada metropolitan markets. Construction materials testing revenue decreased 33.5% to $0.2 million for this year’s third quarter compared to $0.3 million for the same period last year.
Gross margin for the third quarter of 2008 increased to 12.7% compared to 8.0% for the third quarter of 2007. Construction services gross margin was $7.8 million, or 17.4% of construction services revenue, compared to $3.3 million, or 9.1% of construction services revenue, for the same period last year. Construction services gross margin for this year’s third quarter was positively affected by the settlement announced on September 9, 2008 of all claims related to the completed Gooseberry project. Gross margin for this year’s third quarter included net claims proceeds received in excess of amounts previously recorded as claims receivable of approximately $2.3 million. Construction materials gross margin was 0.1% compared to 6.0% for the same period last year.
Net income after minority interest for the third quarter of 2008 increased 107.4% to $2.3 million, or $0.43 per diluted share. This compares to net income after minority interest for the third quarter of 2007 of $1.1 million, or $0.21 per diluted share. At September 30, 2008, Meadow Valley owned 2,645,212 shares, or approximately 69%, of the outstanding common stock of Ready Mix, Inc. (AMEX: RMX). Accordingly, Ready Mix, Inc.’s operating results are consolidated in Meadow Valley’s financial statements for financial reporting purposes.
Construction services backlog at September 30, 2008 increased 63.4% to $145.1 million compared to backlog of $88.8 million at September 30, 2007.
Nine Months Results
For the nine months ended September 30, 2008, total revenue increased 14.1% to $178.2 million compared to $156.2 million for the first nine months of 2007. Construction services revenue increased 35.5% to $128.7
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Meadow Valley Third Quarter Net Income Increased to $0.43 Per Share Versus $0.21 Per Share
November 12, 2008
Page Two
million compared to $94.9 million for the same period last year, construction materials revenue decreased 19.6% to $48.7 million compared to $60.5 million for the same period last year, and construction materials testing revenue increased 15.3% to $0.9 million compared to $0.7 million for the same period last year.
Net income after minority interest for the nine months ended September 30, 2008 increased 87.2% to $4.7 million, or $0.88 per diluted share. This compares to net income after minority interest of $2.5 million, or $0.47 per diluted share, for the nine months ended September 30, 2007.
Balance Sheet Highlights
At September 30 2008, Meadow Valley reported working capital of $28.5 million, including cash, cash equivalents and restricted cash of $42.9 million. At December 31, 2007, working capital was $23.0 million, including cash, cash equivalents and restricted cash of $28.5 million. Stockholders’ equity increased to $39.7 million at September 30, 2008 compared to $34.5 million at December 31, 2007.
Definitive Agreement to be Acquired
As announced on July 28, 2008, Meadow Valley has entered into a definitive merger agreement to be acquired by an affiliate of Insight Equity I LP, Dallas, Texas. Under the merger agreement, all of the outstanding shares of Meadow Valley Corporation will be acquired for $11.25 per share, without interest in cash.
In accordance with the merger agreement, the Special Committee of Meadow Valley’s Board of Directors, with the assistance of its advisors, conducted a market test for 45 days by soliciting superior proposals from other parties. The solicitation of proposals resulted in no superior proposals or alternative transactions.
The transaction is subject to several closing conditions, including the approval of Meadow Valley’s stockholders. The Company filed its preliminary proxy statement on Schedule 14A and other materials with the SEC on September 19, 2008 pursuant to the merger agreement. Following completion of the SEC’s review of these filings, the Company intends to file a definitive proxy statement and schedule a special meeting of shareholders to consider and vote on the merger agreement.
Conference Call
Meadow Valley has scheduled a conference call today at 11:00 a.m. EST. To participate in the call, dial (212) 231-2912 and ask for the Meadow Valley conference call, reservation #21397158. A simultaneous webcast of the conference call may be accessed online at theInvestor Information link ofwww.meadowvalley.com. A replay will be available after 2:00 p.m. EST at this same Internet address. For a telephone replay, dial (800) 633-8284, reservation # 21397158 after 1:00 p.m. EDT.
About Meadow Valley
Meadow Valley Corporation, based in Phoenix, Arizona, is engaged in the construction industry as both a contractor and a supplier of construction materials. The Company’s construction services segment specializes in structural concrete construction of highway bridges and overpasses, and the paving of highways and airport runways, primarily in Nevada and Arizona. The Company’s construction materials operations provide concrete and gravel products primarily to other contractors. The Company’s materials operations are concentrated in southern Nevada and Arizona.
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Meadow Valley Third Quarter Net Income Increased to $0.43 Per Share Versus $0.21 Per Share
November 12, 2008
Page Three
Additional Information about the Merger and Where to Find It
In connection with our proposed merger, a preliminary proxy statement and other materials were filed by Meadow Valley with the SEC on September 19, 2008. These materials were amended by our filings with the SEC on October 27, 2008 and on November 10, 2008. WE URGE INVESTORS TO READ THE DEFINITIVE PROXY STATEMENT AND THESE OTHER MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MEADOW VALLEY AND THE PROPOSED MERGER.Investors will be able to obtain free copies of the definitive proxy statement (when available) as well as other documents filed with the SEC containing information about Meadow Valley atwww.sec.gov, the SEC’s free internet site. Free copies of Meadow Valley’s SEC filings are also available on Meadow Valley’s internet site atwww.meadowvalley.com. Furthermore, investors may obtain free copies of Meadow Valley’s SEC filings by directing such request to Meadow Valley Corporation, Attn: Corporate Secretary, 4602 East Thomas Road, Phoenix, Arizona 85018 or by requesting the same via telephone at (602) 437-5400.
Participants in the Solicitation
Meadow Valley and its executive officers and directors may be deemed, under SEC rules, to be participants in the solicitation of proxies from Meadow Valley’s stockholders with respect to the proposed merger. Information regarding the officers and directors of Meadow Valley is included in its Annual Report on Form 10-K/A filed with the SEC on April 29, 2008. MORE DETAILED INFORMATION REGARDING THE IDENTITY OF POTENTIAL PARTICIPANTS, AND THEIR DIRECT OR INDIRECT INTERESTS IN THE PROPOSED MERGER, BY SECURITIES HOLDINGS OR OTHERWISE, WILL BE SET FORTH IN THE PROXY STATEMENT AND OTHER MATERIALS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER.
Forward-Looking Statements
Certain statements in this release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are based on current expectations, estimates and projections about the Company’s business and its proposed acquisition based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors, including, but not limited to, the following: (1) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement or a change in the terms of the merger agreement, (2) the outcome of any legal proceedings that may be instituted against the Company and others following announcement of the merger agreement, (3) the inability to complete the merger due to the failure to obtain stockholder approval or satisfy other conditions to the closing of the merger, (4) failure of any party to the merger agreement to abide by the terms of that agreement, (5) risks that the proposed transaction, including the uncertainty surrounding the closing of the transaction, will disrupt the current plans and operations of the Company, including as a result of undue distraction of management and personnel retention problems, (6) conflicts of interest that may exist between members of management who will be participating in the ownership of the Company following the closing of the transaction and (7) the amount of the costs, fees, expenses and charges related to the merger, including the impact of any termination fees the Company may incur, which may be substantial. Furthermore, the expectations expressed in forward-looking statements about the Company could materially differ from the actual outcomes because of changes in demand for the Company’s products and services, the timing of new orders and contract awards, the Company’s ability to successfully win contract bids, the impact of competitive products and pricing, excess or shortage of production capacity, bonding capacity and other risks discussed from time to time in the Company’s Securities and Exchange Commission (“SEC”) filings and reports, including the Company’s Annual Report onForm 10-K for the year ended December 31, 2007. In addition, such statements could be affected by general industry and market conditions and growth rates, and general domestic economic conditions. Such forward-looking statements speak only as of the date on which they are made and the Company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this release, except as may be required by law.
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MEADOW VALLEY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| | | | | | | | | | | | | | | | | |
| | | Three months ended | | | Nine months ended | |
| | | September 30, | | | September 30, | |
| | | 2008 | | | 2007 | | | 2008 | | | 2007 | |
| Revenue: | | | | | | | | | | | | | | | | |
| Construction services | | $ | 44,528,164 | | | $ | 35,863,460 | | | $ | 128,669,078 | | | $ | 94,925,171 | |
| Construction materials | | | 16,088,023 | | | | 18,705,892 | | | | 48,683,689 | | | | 60,520,249 | |
| Construction materials testing | | | 213,990 | | | | 321,989 | | | | 859,371 | | | | 745,597 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Total revenue | | | 60,830,177 | | | | 54,891,341 | | | | 178,212,138 | | | | 156,191,017 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Cost of revenue: | | | | | | | | | | | | | | | | |
| Construction services | | | 36,759,766 | | | | 32,606,003 | | | | 113,020,399 | | | | 87,271,446 | |
| Construction materials | | | 16,065,321 | | | | 17,591,342 | | | | 48,380,164 | | | | 54,947,266 | |
| Construction materials testing | | | 266,273 | | | | 316,453 | | | | 724,636 | | | | 843,492 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Total cost of revenue | | | 53,091,360 | | | | 50,513,798 | | | | 162,125,199 | | | | 143,062,204 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Gross profit | | | 7,738,817 | | | | 4,377,543 | | | | 16,086,939 | | | | 13,128,813 | |
| | | | | | | | | | | | | | | | | |
| General and administrative expenses | | | 4,594,949 | | | | 3,060,221 | | | | 10,060,044 | | | | 9,282,720 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Income from operations | | | 3,143,868 | | | | 1,317,322 | | | | 6,026,895 | | | | 3,846,093 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Other income (expense): | | | | | | | | | | | | | | | | |
| Interest income | | | 172,560 | | | | 395,861 | | | | 608,692 | | | | 1,164,024 | |
| Interest expense | | | (33,727 | ) | | | (50,156 | ) | | | (101,231 | ) | | | (196,421 | ) |
| Other income (expense) | | | 12,702 | | | | 131,651 | | | | (65,278 | ) | | | 297,501 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | 151,535 | | | | 477,356 | | | | 442,183 | | | | 1,265,104 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Income before income taxes and minority interest in consolidated subsidiary | | | 3,295,403 | | | | 1,794,678 | | | | 6,469,078 | | | | 5,111,197 | |
| | | | | | | | | | | | | | | | | |
| Income tax expense | | | (1,185,265 | ) | | | (663,855 | ) | | | (2,328,868 | ) | | | (1,893,532 | ) |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Income before minority interest in consolidated subsidiary | | | 2,110,138 | | | | 1,130,823 | | | | 4,140,210 | | | | 3,217,665 | |
| | | | | | | | | | | | | | | | | |
| Minority interest in consolidated subsidiary | | | 185,435 | | | | (23,851 | ) | | | 526,754 | | | | (724,327 | ) |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Net income | | $ | 2,295,573 | | | $ | 1,106,972 | | | $ | 4,666,964 | | | $ | 2,493,338 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Basic net income per common share | | $ | 0.44 | | | $ | 0.22 | | | $ | 0.90 | | | $ | 0.49 | |
| | | | | | | | | | | | | |
| Diluted net income per common share | | $ | 0.43 | | | $ | 0.21 | | | $ | 0.88 | | | $ | 0.47 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Weighted average common shares outstanding | | | | | | | | | | | | | | | | |
| Basic | | | 5,179,589 | | | | 5,130,980 | | | | 5,168,723 | | | | 5,126,690 | |
| | | | | | | | | | | | | |
| Diluted | | | 5,319,710 | | | | 5,310,448 | | | | 5,312,188 | | | | 5,306,868 | |
| | | | | | | | | | | | | |
MEADOW VALLEY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
| | | | | | | | | |
| | | September 30, | | | December 31, | |
| | | 2008 | | | 2007 | |
| | | (Unaudited) | | | | | |
Assets: | | | | | | | | |
| | | | | | | | | |
| Current assets: | | | | | | | | |
| Cash and cash equivalents | | $ | 42,916,728 | | | $ | 28,146,028 | |
| Restricted cash | | | 246 | | | | 327,886 | |
| Accounts receivable, net | | | 30,102,446 | | | | 28,565,983 | |
| Prepaid expenses and other | | | 1,293,182 | | | | 2,973,664 | |
| Inventory, net | | | 1,745,632 | | | | 1,232,478 | |
| Costs and estimated earnings in excess of billings on uncompleted contracts | | | 255,085 | | | | 567,013 | |
| Note receivable | | | 114,181 | | | | 110,824 | |
| Deferred tax asset | | | 658,334 | | | | 580,103 | |
| | | | | | | |
| Total current assets | | | 77,085,834 | | | | 62,503,979 | |
| | | | | | | | | |
| Property and equipment, net | | | 33,818,075 | | | | 36,173,373 | |
| Refundable deposits | | | 158,604 | | | | 186,508 | |
| Note receivable, less current portion | | | 338,476 | | | | 424,536 | |
| Claims receivable | | | 1,729,676 | | | | 2,463,880 | |
| | | | | | | |
| Total assets | | $ | 113,130,665 | | | $ | 101,752,276 | |
| | | | | | | |
| | | | | | | | | |
Liabilities and Stockholders’ Equity: | | | | | | | | |
| | | | | | | | | |
| Current liabilities: | | | | | | | | |
| Accounts payable | | $ | 18,728,537 | | | $ | 15,288,168 | |
| Accrued liabilities | | | 6,727,475 | | | | 6,907,633 | |
| Notes payable | | | 5,051,256 | | | | 4,216,498 | |
| Obligations under capital leases | | | — | | | | 102,100 | |
| Income tax payable | | | 829,935 | | | | 1,770,786 | |
| Billings in excess of costs and estimated earnings on uncompleted contracts | | | 17,241,132 | | | | 11,248,107 | |
| | | | | | | |
| Total current liabilities | | | 48,578,335 | | | | 39,533,292 | |
| | | | | | | | | |
| Notes payable, less current portion | | | 9,955,390 | | | | 12,269,017 | |
| Deferred tax liability | | | 2,610,836 | | | | 2,610,836 | |
| | | | | | | |
| Total liabilities | | | 61,144,561 | | | | 54,413,145 | |
| | | | | | | |
| | | | | | | | | |
| Commitments and contingencies | | | | | | | | |
| | | | | | | | | |
| Minority interest in consolidated subsidiary | | | 12,285,649 | | | | 12,812,403 | |
| | | | | | | |
| | | | | | | | | |
| 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, 5,180,654 and 5,148,404 issued and outstanding | | | 5,180 | | | | 5,148 | |
| Additional paid-in capital | | | 20,828,846 | | | | 20,322,115 | |
| Capital adjustments | | | (799,147 | ) | | | (799,147 | ) |
| Retained earnings | | | 19,665,576 | | | | 14,998,612 | |
| | | | | | | |
| Total stockholders’ equity | | | 39,700,455 | | | | 34,526,728 | |
| | | | | | | |
| Total liabilities and stockholders’ equity | | $ | 113,130,665 | | | $ | 101,752,276 | |
| | | | | | | |
