Mail Stop 7010
September 26, 2005
Mr. John Sottile
The Goldfield Corporation
100 Rialto Place, Suite 500
Melbourne, FL 32901
Re: The Goldfield Corporation
Form 10-K for the year ended December 31, 2004
Filed March 31, 2005
File No. 1-07525
Dear Mr. Sottile:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2004
Item 1 - Business - Electrical Construction
1. We read that the backlog number for your electrical
construction
business includes certain service agreements that contain multiple
year terms, for which you have estimated a backlog amount. Please
revise future filings to describe your estimation process. Note
that
Item 101(c)(viii) of Regulation S-K indicates that you should
report
the amount of backlog dollars that are believed to be firm. If
necessary, please revise future filings to quantify the amount of
backlog dollars that are not firm.
Item 6 - Selected Financial Data
2. Please revise future filings to disclose your long-term
obligations, including long-term debt. Refer to instruction 2 to
Item 301 of Regulation S-K.
Item 7 - MD&A
Results of Operations
3. In future annual and quarterly filings, when you list multiple
factors that contributed to a change in your results, please
quantify
the impact of each factor that you identify. In addition,
specifically address and discuss the electrical construction
contract
loss you recorded during 2004 and the negative trend of the gross
profit margin in the electrical construction segment during the
periods presented.
Critical Accounting Policies
4. Revise your disclosures related to your critical accounting
policies in future filing to include: activity in contract loss
accruals for each period by segment, the amount of taxable income
required to be generated to fully realize your deferred tax asset
and
the expected timeframe for the resolving the environmental matter
related to the former mining operations.
Cash Flow Analysis
5. Please revise future annual and quarterly filings to provide
more
insight into the underlying reasons behind the changes in your
cash
flows. In this regard, your analysis should not merely be a
recitation of the line items on your cash flow statement, but
instead
should provide insight into why those line items changed. Refer
to
Release 33-8350.
Item 8 - Financial Statements
Report of Independent Registered Public Accounting Firm
6. In accordance with Rule 202(a) of Regulation S-X, the audit
opinion included in your filing must be signed by your auditors.
Please confirm to us that you will ensure that future filings with
the Commission contain an electronic signature on your
accountants`
report.
Consolidated Statements of Operations
7. We note that your caption labeled "Total costs and expenses"
appears to represent total operating expenses and that your
caption
labeled "Total other income, net" appears to represent non-
operating
income, net. Given the above, it appears that it would be more
appropriate to classify your loss on sale of property and
equipment
as part of "Total costs and expenses." Please revise future
annual
and quarterly filings to make this reclassification, as we believe
that the revised presentation will be more useful to your
investors.
Consolidated Statements of Cash Flows
8. We note your separate presentations of operating and investing
cash flows from discontinued operations in the statements of cash
flows. It is not clear to us why you included the proceeds from
the
sale of your mining subsidiaries in net cash provided by investing
activities of continuing operations. Please advise or revise
future
filings, to the extent applicable.
Note 1 - Summary of Significant Accounting Policies - Electrical
Construction Revenues
9. We note that you perform construction contracts pursuant to the
plans and specifications of your customers, and that you account
for
fixed price contracts on the percentage of completion method.
Supplementally tell us if you accept contracts that are not on a
fixed price basis. Also tell us if your contracts permit you to
bill
additional amounts for change orders or to file claims for work
performed outside of the scope of the original contract. If
applicable, revise future filings to address these issues in your
revenue recognition policy. In addition, tell us and revise
future
filings to disclose the terms of your service agreements and to
address your revenue recognition policy for such agreements.
Note 1 - Summary of Significant Accounting Policies - Real Estate
Revenues
10. Tell us and revise future critical accounting policy
disclosures
to clarify when and how you determine that: construction is beyond
a
preliminary stage and a substantial percentage of the condominiums
are under firm contracts.
Note 6 - Property, Buildings and Equipment
11. Please revise future filings, either here or in Note 1, to
disclose the range of useful lives for each major category of your
fixed assets. We believe that this provides important information
to
your investors.
Note 15 - Business Segment Information
12. Please revise future annual and quarterly filings to reconcile
segmental operating income to consolidated income before income
taxes, extraordinary items, discontinued operations, and the
cumulative effect of changes in accounting principle. Refer to
paragraphs 32(b) and 33(f) of SFAS 131.
Note 16 - Quarterly Financial Data
13. Please revise future filings to disclose gross profit. Refer
to
Item 302(a)(1) of Regulation S-K.
Item 9A - Controls & Procedures
14. We note your disclosure that your Chief Executive Officer and
Chief Financial Officer "concluded that such disclosure controls
and
procedures are sufficiently effective to ensure that information
required to be disclosed in our periodic reports filed under the
Exchange Act is recorded, processed, summarized and reported,
within
the time periods specified by the Securities and Exchange
Commission`s rules and regulations." Confirm and revise future
annual and quarterly filings to clarify, if true, that your
officers
concluded that your disclosure controls and procedures are also
effective to ensure that information required to be disclosed in
the
reports that you file or submit under the Exchange Act is
accumulated
and communicated to your management, including your Chief
Executive
Officer and Chief Financial Officer, to allow timely decisions
regarding required disclosure. See Exchange Act Rule 13a-15(e).
In
addition, confirm that the use of the term "sufficiently" was not
meant to qualify your officers` conclusions regarding the
effectiveness of your disclosure controls and procedures and
revise
future annual and quarterly filings to delete this term.
FORM 10-Q FOR THE PERIOD ENDED JUNE 30, 2005
MD&A
15. Revise future filings to clarify the specific reasons for the
decline of revenues in the electrical construction segment during
2005. In addition, tell us and revise future filings to clarify
the
specific facts and circumstances related to the substantial
improvement of the gross profit margin in the real estate segment
during 2005. Tell us and revise future filings to clarify the
current status of uncompleted real estate projects, including the
percent complete at each balance sheet date.
* * *
Please respond to these comments within 10 business
days,
or tell us when you will provide us with a response. Please
provide
us with a response letter that keys your responses to our comments
and provides any requested information. Detailed letters greatly
facilitate our review. Please understand that we may have
additional
comments after reviewing your responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed decision. Since the company and
its management are in possession of all facts relating to a
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in their filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of
the Division of Corporation Finance in our review of your filing
or
in response to our comments on your filing.
If you have any questions regarding these comments, please
direct them to Jennifer Thompson, Staff Accountant, at (202) 551-
3737
or, in her absence, to Anne McConnell, Senior Staff Accountant, at
(202) 551-3709 or the undersigned at (202) 551-3768.
Sincerely,
John Cash
Accounting Branch Chief
Mr. John Sottile
The Goldfield Corporation
September 26, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE