FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 1997
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Commission File Number 0-25428
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MEADOW VALLEY CORPORATION
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(Exact Name of registrant as specified in its charter)
NEVADA 88-0328443
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(State or other Jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
4411 South 40th Street, Suite D-11, Phoenix, AZ 85040
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(Address of principal executive offices) (Zip Code)
(602) 437-5400
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(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
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Number of shares outstanding of the issuer's common stock:
Class Outstanding at July 30, 1997
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Common Stock, $.001 par value 3,601,250 shares
MEADOW VALLEY CORPORATION
INDEX
REPORT ON FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 1997
PART I. FINANCIAL INFORMATION Page
Number
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Item 1. Financial Statements
Condensed Consolidated Statements of Operations -
Six Months Ended June 30, 1997 and
June 30, 1996 3
Condensed Consolidated Statements of Operations -
Three Months Ended June 30, 1997 and
June 30, 1996 4
Condensed Consolidated Balance Sheets -
As of June 30, 1997 and December 31, 1996 5
Condensed Consolidated Statements of Cash Flows -
Six Months Ended June 30, 1997 and
June 30, 1996 6
Notes to Condensed Consolidated Financial Statements 7-8
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 9-11
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 12
2
MEADOW VALLEY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Six Months Ended
June 30,
-------------------------------------
1997 1996
---------------- ------------------
(UNAUDITED) (UNAUDITED)
Contract revenues ........................................... $ 60,870,444 $ 61,065,921
Cost of contract revenues ................................... 57,544,972 59,605,131
---------------- ------------------
Gross profit ................................................ 3,325,472 1,460,790
General and administrative expenses ......................... 2,477,955 1,277,323
---------------- ------------------
Income from operations ...................................... 847,517 183,467
---------------- ------------------
Other income (expense):
Interest income ............................................. 257,560 311,247
Interest expense ............................................ (301,014) (265,844)
Other income................................................. 15,676 42,005
---------------- ------------------
(27,778) 87,408
---------------- ------------------
Income before income taxes .................................. 819,739 270,875
Income taxes ................................................ 328,000 100,223
---------------- ------------------
Net income .................................................. $ 491,739 $ 170,652
================ ==================
Net income per share ........................................ $ .14 $ .05
================ ==================
Weighted average common shares outstanding .................. 3,601,250 3,601,250
================ ==================
3
MEADOW VALLEY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended
June 30,
-------------------------------------
1997 1996
---------------- ------------------
(Unaudited) (Unaudited)
Contract revenues .......................................... $ 32,555,339 $ 32,387,864
Cost of contract revenues .................................. 30,649,350 32,266,191
---------------- ------------------
Gross profit ............................................... 1,905,989 121,673
General and administrative expenses ........................ 1,259,643 627,282
---------------- ------------------
Income (loss) from operations ............................. 646,346 (505,609)
---------------- ------------------
Other income (expense):
Interest income ............................................ 88,122 98,271
Interest expense ........................................... (148,822) (149,866)
Other income ............................................... 9,065 30,310
---------------- ------------------
(51,635) (21,285)
---------------- ------------------
Income (loss) before income taxes .......................... 594,711 (526,894)
Income tax (expense) benefit ............................... (235,700) 194,951
---------------- ------------------
Net income (loss) .......................................... $ 359,011 $ (331,943)
================ ==================
Net income (loss) per share ................................ $ .10 $ (.09)
================ ==================
Weighted average common shares outstanding ................. 3,601,250 3,601,250
================ ==================
4
MEADOW VALLEY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
June 30, December 31,
1997 1996 *
------------------ -------------------
Assets: (Unaudited)
Current Assets:
Cash and cash equivalents ...................................... $ 660,146 $ 1,440,519
Restricted cash ................................................ 1,011,447 1,415,577
Accounts receivable ............................................ 22,554,605 26,861,458
Prepaid expenses and other ..................................... 841,994 836,086
Notes receivable - related party ............................... 257,575 257,575
Notes receivable - other ....................................... 1,930 1,855
Costs and estimated earnings in excess of billings on
uncompleted contracts ....................................... 2,854,792 3,726,328
------------------ -------------------
Total Current Assets .................................... 28,182,489 34,539,398
Property and equipment, net ......................................... 8,203,862 5,278,390
Refundable deposits ................................................. 262,382 247,740
Notes receivable - other ............................................ 209,808 210,602
Goodwill, net ....................................................... 1,780,836 1,820,850
Tradename, net ...................................................... 18,265 24,354
------------------ -------------------
Total Assets............................................. $ 38,657,642 $ 42,121,334
================== ===================
Liabilities and Stockholders' Equity:
Current Liabilities:
Notes payable - related party .................................. $ 500,000 $ 500,000
Notes payable - other .......................................... 438,963 266,220
Obligations under capital leases ............................... 257,973 254,364
Accounts payable ............................................... 13,858,897 19,629,807
Accrued liabilities ............................................ 1,827,642 1,777,334
Billings in excess of costs and estimated earnings on
uncompleted contracts ..................................... 4,616,876 3,372,853
------------------ -------------------
Total Current Liabilities ............................... 21,500,351 25,800,578
Deferred income taxes ............................................... 12,610 12,610
Notes payable - related party ....................................... 3,000,000 3,000,000
Notes payable - other ............................................... 1,430,355 987,467
Obligations under capital leases .................................... 545,818 643,910
------------------ -------------------
Total Liabilities ....................................... 26,489,134 30,444,565
------------------ -------------------
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,
3,601,250 issued and outstanding ............................ 3,601 3,601
Additional paid-in capital ..................................... 10,943,569 10,943,569
Capital adjustment ............................................. (799,147) (799,147)
Retained earnings .............................................. 2,020,485 1,528,746
------------------ -------------------
Total Stockholders' Equity .............................. 12,168,508 11,676,769
------------------ -------------------
Total Liabilities and Stockholders' Equity ............. $ 38,657,642 $ 42,121,334
================== ===================
* Derived from audited financial statements
5
MEADOW VALLEY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended
June 30,
1997 1996
---------------- ----------------
(Unaudited) (Unaudited)
Increase (Decrease) in Cash and Cash Equivalents:
Cash flows from operating activities:
Cash received from customers ................................ $ 67,221,994 $ 53,812,070
Cash paid to suppliers and employees ........................ (65,708,947) (53,482,083)
Interest received ........................................... 330,231 330,785
Interest paid ............................................... (111,478) (83,085)
Income taxes paid ........................................... - (907,212)
---------------- ----------------
Net cash provided by (used in) operating activities..... 1,731,800 (329,525)
---------------- ----------------
Cash flows from investing activities:
Decrease in restricted cash ................................. 404,130 419,544
Purchase of AKR Contracting tradename........................ - (36,531)
Collection of notes receivable - other ...................... 719 -
Proceeds from sale of property and equipment ................ 50,666 83,365
Purchase of property and equipment .......................... (2,650,988) (1,274,944)
---------------- ----------------
Net cash used in investing activities .................. (2,195,473) (808,566)
---------------- ----------------
Cash flows from financing activities:
Repayment of notes payable - other .......................... (173,309) (17,480)
Repayment of capital lease obligations ...................... (143,391) (46,338)
---------------- ----------------
Net cash used in financing activities .................. (316,700) (63,818)
---------------- ----------------
Net decrease in cash and cash equivalents ........................ (780,373) (1,201,909)
Cash and cash equivalents at beginning of period ................. 1,440,519 5,357,904
---------------- ----------------
Cash and cash equivalents at end of period ....................... $ 660,146 $ 4,155,995
================ ================
6
MEADOW VALLEY CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Nature of Corporation:
Meadow Valley Corporation (the "Company") was organized under the laws
of the State of Nevada on September 15, 1994. The principal business
purpose of the Company is to operate as the holding company of Meadow
Valley Contractors, Inc. (MVC), Ready Mix, Inc. (RMI) and Prestressed
Products Incorporated (PPI). MVC is a general contractor, primarily
engaged in the construction of structural concrete highway bridges and
overpasses, and the paving of highways and airport runways in the
states of Nevada, Arizona, Utah and New Mexico. MVC was acquired by the
Company as of October 1, 1994. RMI is a producer and retailer of ready-
mix concrete operating in the Las Vegas metropolitan area. PPI
manufactures and erects prestressed products primarily in the Southern
Nevada area.
2. Presentation of Interim Information:
The amounts included in this report are unaudited; however, in the
opinion of management, all adjustments necessary for a fair statement
of results for the stated periods have been included. These adjustments
are of a normal recurring nature. Certain information and footnote
disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
condensed or omitted. It is suggested that these condensed consolidated
financial statements be read in conjunction with the audited financial
statements and notes thereto included in the Company's Annual Form 10-K
under the Securities Exchange Act of 1934 as filed with the Securities
and Exchange Commission. The results of operations for the six months
ended June 30, 1997 are not necessarily indicative of operating results
for the entire year.
3. New Accounting Pronouncements:
Statements of Financial Accounting Standards No. 129 "Disclosure of
Information about Capital Structure" (SFAS No. 129) issued by the FASB
is effective for financial statements ending after December 15, 1997.
The new standard reinstates various securities disclosure requirements
previously in effect under Accounting Principles Board Opinion No. 15,
which has been superseded by SFAS No. 128. The Company does not expect
adoption of SFAS No. 129 to have a material effect, if any, on its
financial position or results of operations.
Statements of Financial Accounting Standards No. 130, "Reporting
Comprehensive Income" (SFAS No. 130) issued by the FASB is effective
for financial statements with fiscal years beginning after December 15,
1997. Earlier application is permitted. SFAS No. 130 establishes
standards for reporting and display of comprehensive income and its
components in a full set of general-purpose financial statements. The
Company does not expect adoption of SFAS No. 130 to have a material
effect, if any, on its financial position or results of operations.
Statements of Financial Accounting Standards No. 131, "Disclosure about
Segments of an Enterprise and Related Information" (SFAS No. 131)
issued by the FASB is effective for financial statements beginning
after December 15, 1997. The new standard requires that public business
enterprises report certain information about operating segments in
complete sets of financial statements of the enterprise and in
condensed financial statements of interim periods issued to
shareholders. It also requires that public business enterprises report
certain information about their products and services, the geographic
areas in which they operate and their major customers. The Company does
not expect adoption of SFAS No. 131 to have a material effect, if any,
on its Results of Operations.
7
4. Notes Payable-other:
Summary of second quarter additions to Notes payable - other and
their balances at June 30, 1997:
6.85% note payable, with monthly payments of $8,871, due 5/10/02
collateralized by equipment ............................................ $ 430,617
8.75% note payable, with monthly payments of $3,761, due 5/19/02
collateralized by equipment ............................................ 179,820
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610,437
Less: current maturities included in current liabilities ............... 110,029
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$ 500,408
===========
Following are maturities of long-term debt for each of the next 5 years:
1998 .......................................................... $ 110,029
1999 .......................................................... 118,432
2000 .......................................................... 127,486
2001 .......................................................... 112,243
2002 .......................................................... 142,247
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$ 610,437
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5. Commitments:
During the quarter ended June 30, 1997 the Company purchased
construction vehicles under capital leases expiring in the year 2001.
The assets and liabilities under capital leases are recorded at the
lower of the present value of the minimum lease payments or the fair
value of the assets. The assets are depreciated over their related
lease terms.
Minimum future lease payments under the above mentioned capital leases
as of June 30, 1997 for each of the next four years and in aggregate
are:
Year Ended June 30, 1997 Amount
------------------------------------------------- --------------
1998 ............................................ $ 15,223
1999 ............................................ 14,656
2000 ............................................ 14,169
2001 ............................................ 11,407
--------------
Total minimum lease payments .................... 55,455
Less: Executory costs ........................... (1,800)
--------------
Net minimum lease payments ...................... 53,655
Less: Amount representing interest .............. (8,299)
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Present value of net minimum lease payments ....... $ 45,356
==============
6. Related Party Transactions:
During the quarter ended June 30, 1997, the Company extended the due
date of a 6% note receivable from a corporate officer to June 15, 1998.
All other provisions of the note remain in effect.
7. Subsequent Events:
During August 1997, the Company financed the purchase of construction
vehicles in the amount of $158,490. The capital lease has a 9% interest
rate with monthly payments of $3,290, due August 8, 2002.
During July 1997, the Company financed the purchase of construction
equipment in the amount of $169,025. The note payable has a 7.3%
interest rate with monthly payments of $4,071, due July 1, 2001.
8
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
General
The following is management's discussion and analysis of certain
significant factors affecting the Company's financial position and operating
results during the periods included in the accompanying condensed consolidated
financial statements.
Except for the historical information contained herein, the matters set
forth in this report are forward-looking statements within the meaning of the
"safe harbor" provisions of the Private Securities Litigation Reform Act of
1995. These forward-looking statements are subject to risks and uncertainties
that may cause actual results to differ materially. The Company disclaims any
intent or obligation to update these forward-looking statements.
Results of Operations
The following table sets forth, for the six months and the three months
ended June 30, 1997 and 1996, certain items derived from the Company's Condensed
Consolidated Statements of Operations expressed as a percentage of contract
revenue.
Six months ended Three months ended
June 30, June 30,
-------------------- --------------------
1997 1996 1997 1996
-------- -------- -------- --------
Contract revenue 100.0% 100.0% 100.0% 100.0%
Gross profit 5.5 2.4 5.8 .4
General and
administrative expense 4.1 2.1 3.9 1.9
Interest income .4 .5 .3 .3
Interest expense .5 .4 .5 .5
Income (loss) before
income taxes 1.3 .4 1.8 (1.6)
Net income (loss) after
income taxes .8 .3 1.1 (1.0)
SIX MONTHS ENDED JUNE 30, 1997 COMPARED TO SIX MONTHS ENDED JUNE 30, 1996
Revenue and Backlog. Revenue for the six months ended June 30, 1997
("interim 1997") was $60.9 million compared to $61.1 million for the six months
ended June 30, 1996 ("interim 1996"). The slight reduction in revenue was the
result of a $3.5 million decrease in contract revenue offset in part by a $3.3
million increase in revenue generated from construction materials production and
manufacturing sold to non-affiliates. Backlog increased 49 % to approximately
$171 million at June 30, 1997, from approximately $115 million at June 30, 1996.
Revenue is impacted in any one period by the backlog at the beginning of the
period.
Gross Profit. As a percentage of revenue, both consolidated gross
profit margin and contract related gross profit margin increased from 2.4% for
interim 1996 to 5.5% for interim 1997. The increase in MVC's gross profit margin
was the result of lower gross profit margins in interim 1996 due to (i) erratic
weather conditions that delayed the completion of a project and (ii) cost
overruns. Gross profit margins are affected by a variety of factors including
construction delays and
9
difficulties due to weather conditions, availability of materials, the timing of
work performed by other subcontractors and the physical and geological condition
of the construction site.
General and Administrative. General and administrative expenses
increased from $1,277,323 for interim 1996 to $2,477,955 for interim 1997. The
increase results primarily from expenses of $791,821 associated with the
Company's expansion in the Utah market and the start up of the Company's wholly-
owned ready-mix concrete and precast/prestressed products subsidiaries. The
remainder of the increase was $180,655 in corporate labor and a variety of costs
including costs in excess of $30,000 related to enhancements in the safety plan
and $59,000 expenses related to non-recurring consulting studies.
Interest Income and Expense. Interest income for interim 1997 decreased
to $257,560 from $311,247 for interim 1996 due to a decrease in cash reserves
resulting primarily from the expansion into the production and manufacturing of
construction materials and the purchase of construction equipment. Interest
expense increased for interim 1997 to $301,014 from $265,844 for interim 1996
due to additional debt incurred related to the purchase of land, crushing,
screening and conveying equipment and construction vehicles and equipment.
Net Income After Income Taxes. Net income after income taxes was
$491,739 for interim 1997 as compared to $170,652 for interim 1996. The
increase, offset somewhat by increased general and administrative expenses
discussed above, resulted from higher gross profit margins.
THREE MONTHS ENDED JUNE 30, 1997 COMPARED TO THREE MONTHS ENDED JUNE 30, 1996
Revenue and Backlog. Revenue for the three months ended June 30, 1997
("interim 1997") was $32.6 million compared to $32.4 million for the three
months ended June 30, 1996 ("interim 1996"). The slight increase in revenue was
the result of a $2.8 million decrease in contract revenue offset by a $3.0
million increase in revenue generated from construction materials production and
manufacturing sold to non-affiliates. Backlog increased 49% to approximately
$171 million at June 30, 1997, from approximately $115 million at June 30, 1996.
Revenue is impacted in any one period by the backlog at the beginning of the
period.
Gross Profit. As a percentage of revenue, consolidated gross profit
margin increased from .4% for interim 1996 to 5.8% for interim 1997. While
enhanced somewhat by the construction materials production and manufacturing
gross profit margin, the increase in gross profit margin was primarily the
result of MVC's lower gross profit margins in interim 1996 due to (i) erratic
weather conditions that delayed the completion of a project and (ii) cost
overruns. The gross profit margins are affected by a variety of factors
including construction delays and difficulties due to weather conditions,
availability of materials, the timing of work performed by other subcontractors
and the physical and geological condition of the construction site.
General and Administrative. General and administrative expenses
increased from $627,282 for interim 1996 to $1,259,643 for interim 1997. The
increase results primarily from expenses of $390,797 associated with the
Company's expansion in the Utah market and the start up of the Company's wholly-
owned ready-mix concrete and precast/prestressed products subsidiaries. The
remainder of the increase was $135,428 in corporate labor and a variety of costs
including costs in excess of $20,000 related to enhancements in the safety plan
and $26,000 expenses associated with non-recurring consulting studies.
Interest Income and Expense. Interest income for interim 1997 decreased
to $88,122 from $98,271 for interim 1996 due to a decrease in cash reserves
resulting primarily from the expansion into the production and manufacturing of
construction materials and the purchase of equipment. Interest expense decreased
for interim 1997 to $148,822 from $149,866 for interim 1996 due to additional
debt incurred related to the purchase of land, crushing, screening and conveying
equipment and construction vehicles and equipment offset, in part, by a decrease
in interest expense related to interest bearing retention payables.
Net Income (Loss) After Income Taxes. Net income after income taxes was
$359,011 for interim 1997 as compared to a net loss of $(331,943) for interim
1996. The increase, offset somewhat by increased general and administrative
expenses discussed above, resulted from higher gross profit margins.
10
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary need for capital has been to finance expansion
and capital expenditures. Historically, the Company's primary source of cash has
been from operations. Revenue growth has required additional capital to finance
expanded receivables, retentions and capital expenditures and address
fluctuations in the work-in-process billing cycle, wherein costs and estimated
earnings on contracts in progress have exceeded billing.
The following table sets forth for the six months ended June 30, 1997
and 1996, certain items from the condensed consolidated statements of cash
flows.
Six months ended
June 30,
---------------------------
1997 1996
------------ ----------
Cash Flows Provided by (Used in) Operating Activities $ 1,731,800 $ (329,525)
Cash Flows (Used in) Investing Activities (2,195,473) (808,566)
Cash Flows (Used in) Financing Activities (316,700) (63,818)
Although the Company expects increased profitability as operations
improve, cash is required to finance expansion, contract retention receivables
and accounts receivable. In general, cash flows from projects are negative until
a project is approximately 15% complete, then become positive during the middle
approximately 70% of the project, and again become negative during the final
approximately 15% of the project.
Accounts receivable and net costs in excess of billings ("billings") at
June 30, 1997, were approximately $20.8 million versus $23.0 million at June 30,
1996 a decrease of 10%. The Company contracts primarily with public sector
customers, which it believes significantly reduces exposure to conventional bad
debts. Accordingly, based on the Company's history of no material delays in the
collection of accounts receivable, no material allowance was established for
potentially uncollectible accounts at June 30, 1997.
Cash used by investing activities during interim 1997 was approximately
$2,200,000, and included the receipt of retentions held in a restricted cash
account of approximately $400,000, offset by $2,600,000 in equipment purchases.
Cash used by investing activities during interim 1996 was approximately
$800,000, and included the receipt of retentions held in a restricted cash
account of approximately $400,000, offset by $1,300,000 in equipment purchases.
Cash used in financing activities during interim 1997 included
approximately $143,000 repayment of capital lease obligations and $173,000
repayment of notes payable. Cash used in financing activities during interim
1996 included approximately $46,000 repayment of capital lease obligations and
$17,000 repayment of notes payable.
The Company currently has available from a commercial bank a $2,000,000
operating line of credit ("line of credit") at an interest rate of the
commercial bank's prime plus .50%, and a $2,000,000 operating line of credit at
an interest rate of the commercial bank's prime plus .25%. At June 30, 1997,
nothing had been drawn on either of the lines of credit.
The Company anticipates financing approximately $500,000 of the $1.4
million already paid in connection with the construction of the existing ready-
mix batch plant and building. It is anticipated that a substantial portion of
the costs of a planned second ready-mix plant and related equipment will be
financed through operating leases and that a second site will not require the
purchase of land. Currently, the Company is leasing 40 ready-mix trucks with
estimated annual lease payments of $885,000.
The Company anticipates financing approximately $1,000,000, through
operating leases for equipment to be used in its new white paving operations.
The Company anticipates financing approximately $500,000, through
operating leases for a rubberized asphalt plant to be used in its asphalt paving
operations.
Management believes that the Company's cash reserves, together with its
lines of credit, its capacity to arrange capital and operating leases and its
anticipated cash flow from operations, are sufficient to fund its cash
requirements for the next 12 months and that the Company's working capital will
be adequate to fund its short term and long term requirements.
11
PART 11. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(b) Reports on Form 8-K
The Company did not file any reports on Form 8-K during the
three months ended June 30, 1997.
12
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act as of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MEADOW VALLEY CORPORATION
(Registrant)
By /s/ Gary W. Burnell
----------------------------
Gary W. Burnell
Chief Financial Officer
By /s/ Julie L. Bergo
----------------------------
Julie L. Bergo
Principal Accounting Officer
13