SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [x] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 1996 OR [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from ________________ to _______________ Commission file number - 1-7525 THE GOLDFIELD CORPORATION (Exact name of registrant as specified in its charter) Delaware 88-0031580 (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 100 Rialto Place, Suite 500, Melbourne, Florida 32901 (Address of principal executive offices) (Zip Code) (407) 724-1700 (Registrant's telephone number, including area code) 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 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 filing requirements for the past 90 days. Yes X No There were 26,854,748 shares of common stock, par value $.10 per share, of The Goldfield Corporation outstanding as of April 30, 1996. PART I. FINANCIAL INFORMATION Item 1. Financial Statements THE GOLDFIELD CORPORATION and Subsidiaries CONSOLIDATED BALANCE SHEETS (Unaudited) March 31, December 31, 1996 1995 ASSETS Current assets Cash and cash equivalents $ 4,070,392 $ 4,447,810 Accounts receivable and accrued billings 1,248,614 1,538,039 Current portion of notes receivable (Note 2) 172,343 191,438 Inventories (Note 3) 195,499 165,608 Costs and estimated earnings in excess of billings on uncompleted contracts 958,999 639,186 Prepaid expenses and other current assets 185,680 162,470 Total current assets 6,831,527 7,144,551 Properties, net 4,798,387 4,355,900 Notes receivable, less current portion (Note 2) 830,000 810,000 Deferred charges and other assets Deferred income taxes (Note 4) 860,000 860,000 Repurchased royalties at cost, net 154,291 160,810 Cash surrender value of life insurance 520,200 515,499 Total deferred charges and other assets 1,534,491 1,536,309 Total assets $13,994,405 $13,846,760 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable and accrued liabilities $ 825,532 $ 819,847 Billings in excess of costs and estimated earnings on uncompleted contracts 36,859 35,151 Current portion of long-term obligation (Note 5) 20,000 -- Current portion of deferred gain 44,660 48,720 Total current liabilities 927,051 903,718 Long-term obligation, less current portion (Note 5) 280,000 -- Deferred gain on installment sale, less current portion (Note 2) 138,040 138,040 Total liabilities 1,345,091 1,041,758 Stockholders' equity Preferred stock, $1 par value per share, 5,000,000 shares authorized; issued and outstanding 339,407 shares of Series A 7% voting cumulative convertible stock 339,407 339,407 Common stock, $.10 par value per share, 40,000,000 shares authorized; issued 26,872,106 shares 2,687,211 2,687,211 Capital surplus 18,369,860 18,369,860 Retained earnings (deficit) (8,728,444) (8,572,756) Total 12,668,034 12,823,722 Less common stock in treasury, 17,358 shares, at cost 18,720 18,720 Total stockholders' equity 12,649,314 12,805,002 Total liabilities and stockholders' equity $13,994,405 $13,846,760 See accompanying Notes to Consolidated Financial Statements THE GOLDFIELD CORPORATION and Subsidiaries CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended March 31, 1996 1995 Revenue Electrical construction $2,878,062 $1,604,989 Mining 347,986 467,335 Royalty income -- 34,067 Other income, net 99,770 116,105 Total revenue 3,325,818 2,222,496 Costs and expenses Electrical construction 2,631,571 1,655,017 Mining 316,670 463,794 Depreciation 226,697 199,097 Amortization of repurchased royalties 6,519 6,519 General and administrative 294,110 267,431 Total costs and expenses 3,475,567 2,591,858 Loss from operations before income taxes (149,749) (369,362) Income taxes (Note 4) -- 6,000 Net loss (149,749) (375,362) Preferred stock dividends 5,939 5,939 Loss available to common stockholders $ (155,688) $ (381,301) Loss per share of common stock (Note 6) $(0.01) $(0.01) Weighted average number of shares outstanding 26,854,748 26,854,748 See accompanying Notes to Consolidated Financial Statements THE GOLDFIELD CORPORATION and Subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Three Months Ended March 31, 1996 1995 Cash flows from operating activities Net loss $(149,749) $(375,362) Adjustments to reconcile net loss to net cash provided from (used by) operating activities Depreciation and amortization 233,216 205,616 Deferred income taxes -- 6,000 Deferred gain on sale of subsidiary (4,060) (12,180) Gain on sale of property and equipment (5,266) (150) Decrease in accounts receivable and accrued billings 289,425 420,827 Decrease (increase) in inventories (29,891) 22,968 Increase in costs and estimated earnings in excess of billings on uncompleted contracts (319,813) (315,579) Decrease (increase) in prepaid expenses and other current assets (23,210) 26,980 Increase in cash surrender value of life insurance (4,701) (4,701) Increase in accounts payable and accrued liabilities 5,685 136,643 Increase (decrease) in billings in excess of costs and estimated earnings on uncompleted contracts 1,708 (83,628) Total adjustments 143,093 402,796 Net cash provided from (used by) operating activities (6,656) 27,434 Cash flows from investing activities Proceeds from the disposal of fixed assets 6,308 150 Payments made to grant loans (20,000) -- Proceeds from notes receivable 19,095 47,961 Purchases of fixed assets (197,088) (274,141) Payments made to acquire fixed assets of Fiber Optic Services (173,138) -- Net cash used by investing activities (364,823) (226,030) Cash flows from financing activities Payments of preferred stock dividends (5,939) (5,939) Net cash used by financing activities (5,939) (5,939) Net increase (decrease) in cash and cash equivalents (377,418) (204,535) Cash and cash equivalents at beginning of period 4,447,810 5,875,538 Cash and cash equivalents at end of year $4,070,392 $5,671,003 Interest paid $-- $-- Taxes paid -- -- See accompanying Notes to Consolidated Financial Statements THE GOLDFIELD CORPORATION and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS March 31, 1996 Note 1 - Basis of Presentation In the opinion of management, the accompanying unaudited interim consolidated financial statements include all adjustments necessary to present fairly the financial position of the Company, the results of its operations and changes in cash flows for the interim periods reported. These adjustments are of a normal recurring nature. All financial statements presented herein are unaudited. However, the balance sheet as of December 31, 1995, was derived from the audited consolidated balance sheet. These statements should be read in conjunction with the financial statements included in the Company's annual report on Form 10-K for the year ended December 31, 1995. The results of operations for the interim periods shown in this report are not necessarily indicative of results to be expected for the fiscal year. Note 2 - Sale of Mining Subsidiary In April 1993, the capital stock of The San Pedro Mining Corporation ("San Pedro"), a then wholly-owned subsidiary of the Company was sold for $1,220,000 of which $50,000 in cash was paid at closing with the balance of the purchase price represented by a promissory note payable to the Company in equal monthly principal installments of $15,000 through January 2000, with the exception of six installments being reduced to $7,500 payable February 1996 through July 1996 as a result of an amendment dated April 3, 1996. The note bears interest at the rate of prime plus 1% (9.25% at March 31, 1996) payable monthly and is secured by a first real estate mortgage and personal property security agreement upon substantially all of the assets of and a pledge of all of the outstanding capital stock of San Pedro. Since the purchaser's initial investment in the property amounted to less than 20% of the sale price, the installment method of profit recognition was used resulting in a deferred gain of $330,214. In the three months ended March 31, 1996 and 1995, $4,060 and $12,180, respectively, of such deferred gain was recognized as revenue. The installment method recognizes proportionate amounts of the gain associated with the transaction as cash is received. The primary assets of San Pedro were represented by mining properties with a net book value of $889,786 at the date of sale. Note 3 - Inventories Inventories are summarized as follows: March 31, December 31, 1996 1995 Materials and supplies $111,479 $111,856 Industrial mineral products 52,977 46,838 Ores in process 31,043 6,914 Total inventories $195,499 $165,608 Note 4 - Income Taxes The income tax provision (benefit) for the three months ended March 31, 1996 and 1995 consists of the following: 1996 1995 Current Federal $ -- $ -- State -- -- -- -- Deferred Federal -- 5,000 State -- 1,000 Total $ -- $6,000 The deferred income tax benefit as of March 31, 1996 and 1995 represents the portion of deferred tax assets that the Company estimates will ultimately be realized. Temporary differences and carryforwards which give rise to deferred tax assets and liabilities as of March 31, 1996 and December 31, 1995 are as follows: March 31, December 31, 1996 1995 Deferred tax assets Depletion, mineral rights and deferred development and exploration cost $ 325,000 $ 325,000 Accrued workers' compensation costs 92,000 99,000 Accrued vacation and bonus 22,000 15,000 Property and equipment, principally due to differences in depreciation and valuation write-downs 381,000 389,000 Net operating loss carryforwards 2,740,000 2,685,000 Investment tax credit carryforwards 264,000 295,000 Alternative minimum tax credit carryforwards 256,000 256,000 4,080,000 4,064,000 Valuation allowance (3,220,000) (3,204,000) Total net deferred tax assets 860,000 860,000 Deferred tax liabilities -- -- Net deferred tax assets $ 860,000 $ 860,000 The Company has recorded a valuation allowance in accordance with the provisions of SFAS 109 to reflect the estimated amount of deferred tax assets which may not be realized. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the projected future taxable income and tax planning strategies in making this assessment. The Company increased the valuation allowance for net deferred tax assets by approximately $16,000 and $142,000 for the quarters ended March 31, 1996 and 1995, respectively. At March 31, 1996, the Company had tax net operating loss carryforwards of approximately $7,200,000 available to offset future regular taxable income, which if unused, will expire from 1999 through 2011. Additionally, the Company has investment tax credit carryforwards of approximately $264,000 available to reduce future Federal income taxes, which if unused, will expire from 1997 through 2000. In addition, the Company has alternative minimum tax credit carryforwards of approximately $256,000 which are available to reduce future Federal income taxes over an indefinite period. Note 5 - Acquisition of Fiber Optic Services In January 1996, the Company acquired the fixed assets of Fiber Optic Services for payments of $173,138 and future payments equal to 2 1/2 times their average pre-tax earnings for the five years ended December 31, 2000. The future payments have been estimated to be $300,000 and have been recorded on the balance sheet of the Company as a long-term obligation. This acquisition was accounted for as a purchase. Accordingly, the initial payments and estimated amount of additional payments based on earnings was allocated to the fixed assets acquired based upon their estimated fair market values. Proforma effects of this acquisition for the three months ended March 31, 1995 are considered immaterial. Fiber Optic Services is engaged in the construction of fiber optic communication systems throughout the United States primarily for electric utilities and communication companies. Note 6 - Earnings (Loss) Per Share of Common Stock Earnings (loss) per common share, after deducting dividend requirements on the Company's Preferred Stock of $5,939 in each of the three month periods ended March 31, 1996 and 1995 were based on the weighted average number of shares of Common Stock outstanding, excluding average shares of Treasury stock, of 17,358 for each of the three month periods ended March 31, 1996 and 1995. The inclusion of Common Stock issuable upon conversion of Preferred Stock has not been included in the per share calculations because such inclusion would not have a material effect on the earnings (loss) per common share. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Results of Operations - Three Months Ended March 31, 1996 Compared to Three Months Ended March 31, 1995. Net Income (Loss) The Company incurred a net loss of $149,749 for the three months ended March 31, 1996, compared to a net loss of $375,362 for the three months ended March 31, 1995. Revenues Total revenues for the three months ended March 31, 1996 were $3,325,818, compared to $2,222,496 in the like 1995 period. The increase in revenues was attributable to electrical construction operations. Electrical construction revenue increased by 79% in the three months ended March 31, 1996 to $2,878,062 from $1,604,989 for the three months ended March 31, 1995. The increase in electrical construction revenue was primarily due to a single contract in Alabama which commenced during the third quarter of 1995. Revenue from the newly acquired subsidiary, Fiber Optic Services, was $115,917 for the three months ended March 31, 1996. Revenue from mining operations for the three months ended March 31, 1996 decreased by 26% to $347,986 from $467,335 for the first quarter of 1995. Mining revenue decreased as a result of the change in the needs of one customer which accounted for approximately 54% of zeolite sales for the quarter ended March 31, 1995. Operating Results Electrical construction operations had an operating profit of $103,751 during the three months ended March 31, 1996, compared to an operating loss of $169,778 for the three months ended March 31, 1995. The increase in operating results has been primarily due to increased gross margins from contract work. The varying magnitude and duration of electrical construction projects may result in substantial fluctuation in the Company's backlog from time to time. At March 31, 1996, the approximate value of uncompleted contracts was $2,780,000, compared to $3,480,000 at February 14, 1996 and $5,775,000 at March 31, 1995. During the three months ended March 31, 1996, the operating loss from mining operations was $49,560, compared to an operating loss of $35,508 during the three months ended March 31, 1995. Operating profit(loss) includes royalty income and depreciation expense. The decrease in operating results from mining operations in the first quarter of 1996 were due to the decrease in royalty income. There was no royalty income recognized during the first quarter of 1996 compared to $34,067 in the first quarter of 1995. During 1995, the lessee suspended mining operations at Harlan Fuel Company and the Company is, therefore, currently receiving only the annual minimum royalties of $150,000. The St. Cloud Mining Company, a wholly-owned subsidiary of the Company ("St. Cloud"), sold 4,036 tons of natural zeolite in the first quarter of 1996, compared to 6,272 tons in the first quarter of 1995. Surface and underground mining of base and precious metals has been halted at St. Cloud since the third quarter of 1991 and the first quarter of 1992, respectively, due to declining prices and mine grades. St. Cloud's viability is sensitive to the future price of base and precious metals, particularly silver. During the three months ended March 31, 1996, The Lordsburg Mining Company, a wholly-owned subsidiary of the Company ("Lordsburg"),sold 2,116 tons of barren, siliceous flux to copper smelters, compared to 1,380 tons sold during the three months ended March 31, 1995. Lordsburg also sold 3,229 tons of construction aggregate material during the three months ended March 31, 1996, compared to 4,906 tons sold during the three months ended March 31, 1995. Production from underground mining at Lordsburg, which was suspended in February 1994, had previously been intermittent due to low ore grade and inconsistent smelter demand. The ore produced from the mine was used by nearby copper smelters as precious metal bearing siliceous flux. Future demand for underground ores cannot be determined at this time. Although the Company has continued limited production of construction aggregates and siliceous flux at Lordsburg, a final decision with respect to the future operations at Lordsburg has not been reached. Other Income Other income for the three months ended March 31, 1996 was $99,770, compared to $116,105 for the three months ended March 31, 1995. Costs and Expenses Electrical construction costs were $2,631,571 and $1,655,017 for the three months ended March 31, 1996 and March 31, 1995, respectively. Depreciation and amortization was $233,216 in the three months ended March 31, 1996, compared to $205,616 in the three months ended March 31, 1995. General corporate expenses of the Company were $303,710 in the three months ended March 31, 1996, compared to $280,181 in the three months ended March 31, 1995. Liquidity and Capital Resources Cash and cash equivalents as of March 31, 1996 were $4,070,392 compared to $4,447,810 as of December 31, 1995. Working capital at March 31, 1996 was $5,904,476, compared to $6,240,833 at December 31, 1995. The Company's ratio of current assets to current liabilities was 7.4 to 1 at March 31, 1996, compared to 7.9 to 1 at December 31, 1995. The Company paid cash dividends on its Series A Preferred Stock in the amount of $5,939 in each of the three months ended March 31, 1996 and 1995. No cash dividends have been paid by the Company 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. Pursuant to an unsecured line of credit agreement between Southeast Power Corporation ("Southeast Power"), a wholly-owned subsidiary of the Company, and SunTrust Bank, Central Florida, N.A. (guaranteed by the Company), Southeast Power may borrow up to $1,000,000 at the bank's prime rate of interest. This credit line expires April 30, 1997 at which time the Company expects to renew it for an additional year. No borrowings were outstanding under this line of credit during the three months ended March 31, 1996 and 1995. The Company's capital expenditures for the three months ended March 31, 1996 were $670,226, compared to $274,141 for the three months ended March 31, 1995. The capital expenditures for 1996 include the acquisition of the fixed assets of Fiber Optic Services for $473,138 as described in Note 5 of Notes to Consolidated Financial Statements. PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits in accordance with the provisions of Item 601 of Regulation S-K None. (b) Reports on Form 8-K No Current Report on Form 8-K was filed during the quarter ended March 31, 1996. SIGNATURES Pursuant to the requirements of the Securities and 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) Date: May 10, 1996 /s/ John H. Sottile (John H. Sottile) President and Chief Executive Officer Date: May 10, 1996 /s/ Stephen R. Wherry (Stephen R. Wherry, C.P.A.) Vice President, Treasurer and Chief Financial Officer