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 June 30, 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 July 25, 1996. PART I. FINANCIAL INFORMATION Item 1. Financial Statements. THE GOLDFIELD CORPORATION and Subsidiaries CONSOLIDATED BALANCE SHEETS (Unaudited) June 30, December 31, ASSETS 1996 1995 Current assets Cash and cash equivalents $ 3,558,582 $ 4,447,810 Accounts receivable and accrued billings 1,438,700 1,538,039 Current portion of notes receivable (Note 2) 180,741 191,438 Inventories (Note 3) 208,069 165,608 Costs and estimated earnings in excess of billings on uncompleted contracts 912,603 639,186 Prepaid expenses and other current assets 111,393 162,470 Total current assets 6,410,088 7,144,551 Properties, net 4,664,555 4,355,900 Notes receivable, less current portion (Note 2) 697,500 810,000 Deferred charges and other assets Deferred income taxes (Note 4) 860,000 860,000 Repurchased royalties at cost, net 147,771 160,810 Cash surrender value of life insurance 520,200 515,499 Total deferred charges and other assets 1,527,971 1,536,309 Total assets $13,300,114 $13,846,760 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable and accrued liabilities $ 750,714 $ 819,847 Billings in excess of costs and estimated earnings on uncompleted contracts 1,989 35,151 Current portion of long-term obligation (Note 5) 20,000 -- Current portion of deferred gain (Note 2) 46,690 48,720 Total current liabilities 819,393 903,718 Long-term obligation, less current portion (Note 5) 280,000 -- Deferred gain on installment sale, less current portion (Note 2) 125,860 138,040 Total liabilities 1,225,253 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) (9,302,897) (8,572,756) Total 12,093,581 12,823,722 Less common stock in treasury, 17,358 shares, at cost 18,720 18,720 Total stockholders' equity 12,074,861 12,805,002 Total liabilities and stockholders' equity $13,300,114 $13,846,760 See accompanying Notes to Consolidated Financial Statements THE GOLDFIELD CORPORATION and Subsidiaries CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended Six Months Ended June 30, June 30, 1996 1995 1996 1995 Revenue Electrical construction $2,171,484 $2,747,686 $5,049,546 $4,352,675 Mining 388,346 434,552 736,332 901,887 Royalty income -- 40,012 -- 74,079 Other income, net 88,416 158,518 188,186 274,623 Total revenue 2,648,246 3,380,768 5,974,064 5,603,264 Costs and expenses Electrical construction 2,353,568 2,406,171 4,985,139 4,061,188 Mining 354,843 386,899 671,513 850,693 Depreciation 222,973 196,491 449,670 395,588 Amortization of repurchased royalties 6,520 6,520 13,039 13,039 General and administrative 278,855 282,227 572,965 549,658 Total costs and expenses 3,216,759 3,278,308 6,692,326 5,870,166 Income (loss) from operations before income taxes (568,513) 102,460 (718,262) (266,902) Income taxes (Note 4) -- 38,000 -- 44,000 Net income (loss) (568,513) 64,460 (718,262) (310,902) Preferred stock dividends 5,940 5,940 11,879 11,879 Earnings (loss) available to common stockholders $ (574,453) $ 58,520 $ (730,141) $ (322,781) Earnings (loss) per share of common stock (Note 6) $(0.02) $ 0.00 $(0.03) $(.01) Weighted average number of shares outstanding 26,854,748 26,854,748 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 Six Months Ended June 30, June 30, 1996 1995 1996 1995 Cash flows from operating activities Net income (loss) $(568,513) $64,460 $(718,262) $(310,902) Adjustments to reconcile net income (loss) to net cash provided from (used by) operating activities Depreciation and amortization 229,493 203,011 462,709 408,627 Deferred income taxes -- 38,000 -- 44,000 Deferred gain on sale of subsidiary (10,150) (12,180) (14,210) (24,360) Loss (gain) on sale of property and equipment 2,575 (35,431) (2,691) (38,774) Decrease (increase) in accounts receivable and accrued billings (190,086) (883,948) 99,339 (459,928) Increase in inventories (12,570) (74,561) (42,461) (51,593) Decrease (increase) in costs and estimated earnings in excess of billings on uncompleted contracts 46,396 118,360 (273,417) (197,219) Decrease in prepaid expenses and other current assets 74,287 47,875 51,077 74,855 Decrease (increase) in cash surrender value of life insurance -- 4,279 (4,701) (422) Increase (decrease) in accounts payable and accrued liabilities (74,818) 629,229 (69,133) 765,872 Increase (decrease) in billing in excess of costs and estimated earnings on uncompleted contracts (34,870) 60,094 (33,162) (23,534) Total adjustments 30,257 94,728 173,350 497,524 Net cash provided from (used by) operating activities (538,256) 159,188 (544,912) 186,622 Cash flows from investing activities Proceeds from the disposal of fixed assets 1,700 35,843 8,008 35,993 Payments made to grant loans (10,726) (300,000) (30,726) (300,000) Proceeds from notes receivable 134,828 53,001 153,923 100,962 Purchases of fixed assets (93,416) (181,187) (290,504) (455,328) Payments made to acquire fixed assets of Fiber Optic Services -- -- (173,138) -- Net cash generated (used) by investing activities 32,386 (392,343) (332,437) (618,373) Cash flows from financing activities Payments of preferred stock dividends (5,940) (5,940) (11,879) (11,879) Net cash used by financing activities (5,940) (5,940) (11,879) (11,879) Net decrease in cash and cash equivalents (511,810) (239,095) (889,228) (443,630) Cash and cash equivalents at beginning of period 4,070,392 5,671,003 4,447,810 5,875,538 Cash and cash equivalents at end of year $3,558,582 $5,431,908 $3,558,582 $5,431,908 Interest paid $-- $-- $-- $-- Taxes paid -- -- -- -- See accompanying Notes to Consolidated Financial Statements THE GOLDFIELD CORPORATION and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 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 June 30, 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 six months ended June 30, 1996 and 1995, $14,210 and $24,360, 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: June 30, December 31, 1996 1995 Materials and supplies $119,975 $111,856 Industrial mineral products 59,728 46,838 Ores in process 28,366 6,914 Total inventories $208,069 $165,608 Note 4 - Income Taxes The income tax provision (benefit) consists of the following: Three Months Three Months Ended June 30, Ended June 30, 1996 1995 Current Federal $ -- $ -- State -- -- -- -- Deferred Federal -- 32,000 State -- 6,000 Total $ -- $38,000 Six Months Six Months Ended June 30, Ended June 30, 1996 1995 Current Federal $ -- $ -- State -- -- -- -- Deferred Federal -- 37,000 State -- 7,000 Total $ -- $44,000 The deferred income tax benefit as of June 30, 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 June 30, 1996 and December 31, 1995 are as follows: June 30, December 31, 1996 1995 Deferred tax assets Depletion, mineral rights and deferred development and exploration cost $ 325,000 $ 325,000 Accrued workers' compensation costs 67,000 99,000 Accrued vacation and bonus 13,000 15,000 Property and equipment, principally due to differences in depreciation and valuation write-downs 372,000 389,000 Net operating loss carryforwards 2,994,000 2,685,000 Investment tax credit carryforwards 264,000 295,000 Alternative minimum tax credit carryforwards 256,000 256,000 4,291,000 4,064,000 Valuation allowance (3,431,000) (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 $227,000 and $110,000 for the six months ended June 30, 1996 and 1995, respectively. At June 30, 1996, the Company had tax net operating loss carryforwards of approximately $7,900,000 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 were allocated to the fixed assets acquired based upon their estimated fair market values. Proforma effects of this acquisition for the six months ended June 30, 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 $11,879 in each of the six month periods ended June 30, 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 six month periods ended June 30, 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 - Six Months Ended June 30, 1996 Compared to Six Months Ended June 30, 1995. Net Income (Loss) The Company incurred a net loss of $718,262 for the six months ended June 30, 1996, compared to a net loss of $310,902 for the six months ended June 30, 1995. The higher loss in the 1996 period primarily resulted from unanticipated cost overruns on a single construction project which was completed in July 1996. Revenues Total revenues for the six months ended June 30, 1996 were $5,974,064, compared to $5,603,264 in the like 1995 period. The increase in revenues was attributable to electrical construction operations. Electrical construction revenue increased by 16% in the six months ended June 30, 1996 to $5,049,546 from $4,352,675 for the six months ended June 30, 1995. The increase in electrical construction revenue was primarily due to revenue from the newly acquired subsidiary, Fiber Optic Services, which was $369,509 for the six months ended June 30, 1996. Revenue from mining operations for the six months ended June 30, 1996 decreased by 18% to $736,332 from $901,887 for the like period in 1995. Mining revenue decreased primarily as a result of the change in the needs of one customer which accounted for approximately 59% of zeolite sales for the six months ended June 30, 1995, as compared to only 8% to the same customer for the six months ended June 30, 1996. Operating Results Electrical construction operations had an operating loss of $222,984 during the six months ended June 30, 1996, compared to an operating profit of $55,923 for the six months ended June 30, 1995. The decrease in operating results was due to unanticipated cost overruns on a single construction project which was completed in July 1996. The varying magnitude and duration of electrical construction projects may result in substantial fluctuation in the Company's backlog from time to time. At June 30, 1996, the approximate value of uncompleted contracts was $2,300,000, compared to $3,480,000 at February 14, 1996 and $3,650,000 at June 30, 1995. During the six months ended June 30, 1996, the operating loss from mining operations was $91,299, compared to an operating loss of $22,290 during the six months ended June 30, 1995. Operating profit(loss) includes royalty income and depreciation expense. The decrease in operating results from mining operations in the second quarter of 1996 was due to the decrease in royalty income. There was no royalty income recognized during the six months ended June 30, 1996, compared to $74,079 during the six months ended June 30, 1995. During 1995, the lessee suspended mining operations at Harlan Fuel Company and the Company is, therefore, currently entitled to receive only the annual minimum royalties of $150,000. Such annual minimum royalties are payable January 31st of the year following and will be recognized when realization of the income is assured. The St. Cloud Mining Company, a wholly-owned subsidiary of the Company ("St. Cloud"), sold 7,200 tons of natural zeolite during the six months ended June 30, 1996, compared to 11,380 tons during the six months ended June 30, 1995. In the six months ended June 30, 1996, St. Cloud sold 2,000 tons of construction aggregate. There were no sales of construction aggregate in the like 1995 period. 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 six months ended June 30, 1996, The Lordsburg Mining Company, a wholly-owned subsidiary of the Company ("Lordsburg"),sold 7,095 tons of barren, siliceous flux to copper smelters, compared to 4,710 tons sold during the six months ended June 30, 1995. Lordsburg also sold 10,269 tons of construction aggregate material during the six months ended June 30, 1996, compared to 11,830 tons sold during the six months ended June 30, 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 six months ended June 30, 1996 was $188,186, compared to $274,623 for the six months ended June 30, 1995. The decrease was primarily attributable to decreased interest income. Costs and Expenses Electrical construction costs were $4,985,139 and $4,061,188 for the six months ended June 30, 1996 and June 30, 1995, respectively. The increase in cost was attributable to the higher level of operations and the aforementioned cost overruns on a single construction project. Depreciation and amortization was $462,709 in the six months ended June 30, 1996, compared to $408,627 in the six months ended June 30, 1995. General corporate expenses of the Company were $592,165 in the six months ended June 30, 1996, compared to $575,158 in the six months ended June 30, 1995. Results of Operations - Three Months Ended June 30, 1996 Compared to Three Months Ended June 30, 1995. Net Income (Loss) The Company incurred a net loss of $568,513 for the three months ended June 30, 1996, compared to a net profit of $64,460 for the three months ended June 30, 1995. The decrease in operating results was primarily the result of unanticipated cost overruns on a single construction project completed in July 1996. Revenues Total revenues for the three months ended June 30, 1996 were $2,648,246, compared to $3,380,768 in the like 1995 period. The decrease in revenues was attributable to electrical construction operations. Electrical construction revenue decreased by 21% in the three months ended June 30, 1996 to $2,171,484 from $2,747,686 for the three months ended June 30, 1995. Revenue from the newly acquired subsidiary, Fiber Optic Services, was $253,592 for the three months ended June 30, 1996. Revenue from mining operations for the three months ended June 30, 1996 decreased by 11% to $388,346 from $434,552 for the second quarter of 1995. Mining revenue decreased as a result of the change in the needs of one customer which accounted for approximately 55% of zeolite sales for the quarter ended June 30, 1995, compared to no sales to this customer in the quarter ended June 30, 1996. Operating Results Electrical construction operations had an operating loss of $326,735 during the three months ended June 30, 1996, compared to an operating profit of $225,701 for the three months ended June 30, 1995. The decrease in operating results was primarily the result of unanticipated cost overruns on a single construction project completed in July 1996. During the three months ended June 30, 1996, the operating loss from mining operations was $41,739, compared to an operating profit of $13,218 during the three months ended June 30, 1995. Operating profit(loss) includes royalty income and depreciation expense. The decrease in operating results from mining operations in the second quarter of 1996 was primarily due to the decrease in royalty income. There was no royalty income recognized during the second quarter of 1996 compared to $40,012 in the second quarter of 1995. St. Cloud sold 3,164 tons of natural zeolite in the second quarter of 1996, compared to 5,108 tons in the second quarter of 1995. In the three months ended June 30, 1996, St. Cloud sold 2,000 tons of construction aggregate. There were no sales of construction aggregate for St. Cloud in the like 1995 period. During the three months ended June 30, 1996 Lordsburg sold 4,979 tons of barren, siliceous flux to copper smelters, compared to 3,330 tons sold during the three months ended June 30, 1995. Lordsburg also sold 7,040 tons of construction aggregate material during the three months ended June 30, 1996, compared to 6,923 tons sold during the three months ended June 30, 1995. Other Income Other income for the three months ended June 30, 1996 was $88,416, compared to $158,518 for the three months ended June 30, 1995. The decrease was due to a decrease in both the gain on sale of assets and interest income. Costs and Expenses Electrical construction costs were $2,353,568 and $2,406,171 for the three months ended June 30, 1996 and June 30, 1995, respectively. Depreciation and amortization was $229,493 in the three months ended June 30, 1996, compared to $203,011 in the three months ended June 30, 1995. General corporate expenses of the Company were $288,455 in the three months ended June 30, 1996, compared to $294,977 in the three months ended June 30, 1995. Liquidity and Capital Resources Cash and cash equivalents as of June 30, 1996 were $3,558,582 compared to $4,447,810 as of December 31, 1995 and $5,431,908 at June 30, 1995. Working capital at June 30, 1996 was $5,590,695, compared to $6,240,833 at December 31, 1995 and $6,951,178 at June 30, 1995. The Company's ratio of current assets to current liabilities was 7.8 to 1 at June 30, 1996, compared to 7.9 to 1 at December 31, 1995 and 5.6 to 1 at June 30, 1995. The Company paid cash dividends on its Series A Preferred Stock in the amount of $11,879 in each of the six months ended June 30, 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 six months ended June 30, 1996 and 1995. The Company's capital expenditures for the six months ended June 30, 1996 were $763,642, compared to $455,328 for the six months ended June 30, 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 4. Submission of Matters to a Vote of Security-Holders. (a) The Annual Meeting of Stockholders was held on June 4, 1996. (b) This information is omitted pursuant to instruction 3. (c) At the Annual Meeting of Stockholders, the stockholders elected 5 Directors. Set forth below are the votes cast for the election of Directors: For Withheld John P. Fazzini 19,628,604 1,076,617 Danforth E. Leitner 19,631,675 1,073,546 James Sottile 19,632,825 1,072,396 John H. Sottile 19,622,312 1,082,909 John M. Starling 19,658,489 1,046,732 The stockholders also voted to approve the appointment of KPMG Peat Marwick LLP as Independent Accountants. Votes cast in favor were 19,949,260, against were 599,606 and abstaining were 156,606. (d) Not applicable. 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 second quarter ended June 30, 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: August 8, 1996 /s/ John H. Sottile (John H. Sottile) President and Chief Executive Officer Date: August 8, 1996 /s/ Stephen R. Wherry (Stephen R. Wherry, C.P.A.) Vice President, Treasurer and Chief Financial Officer