-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OmUGRacmyGA13N/m3mSaLeorV9+KUb/v267Tj2Mw6W//JE5oMUWeXoHRX/kZMy2p ndFBX0zmI0sjalR2h0Fg3Q== 0000892569-00-000328.txt : 20000331 0000892569-00-000328.hdr.sgml : 20000331 ACCESSION NUMBER: 0000892569-00-000328 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MODTECH HOLDINGS INC CENTRAL INDEX KEY: 0001075066 STANDARD INDUSTRIAL CLASSIFICATION: PREFABRICATED WOOD BLDGS & COMPONENTS [2452] IRS NUMBER: 330825386 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 000-25161 FILM NUMBER: 588429 BUSINESS ADDRESS: STREET 1: 2830 BARRETT AVE STREET 2: PO BOX 1240 CITY: PERRIS STATE: CA ZIP: 92571 BUSINESS PHONE: 9099434014 MAIL ADDRESS: STREET 1: 4675 MACARTHUR CT., STREET 2: SUITE 710 CITY: NEWPORT STATE: CA ZIP: 92660 10-K 1 FORM 10-K YEAR ENDED DECEMBER 31, 1999 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) [X] Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended DECEMBER 31, 1999 [x] Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from N/A to N/A --------- ------ Commission File No. 000-25161 MODTECH HOLDINGS, INC. (Exact name of registrant as specified in its charter) DELAWARE 33-0825386 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2830 BARRETT AVENUE, PERRIS, CALIFORNIA 92571 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (909) 943-4014 ------------------------ Securities registered pursuant to Section 12(b) of the Act: NONE Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK, $.01 PAR VALUE 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 ----- ----- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ( ) The aggregate market value of the voting stock held by non-affiliates of the registrant as of March 29, 2000 was $64,295,571. As of March 29, 2000, shares entitled to cast an aggregate of 13,178,368 votes were outstanding, including 13,178,368 shares of registrant's Common Stock. Certain portions of the registrant's definitive proxy statement to be filed not later than 120 days after the end of the fiscal year covered hereby are incorporated by reference in Part III of this Form 10-K report. 2 PART I Item 1. BUSINESS GENERAL The Company is one of the leading modular building manufacturers in the country with substantial product and geographic diversification. The Company is a leading provider of modular classrooms in the State of California and a significant provider of commercial and light industrial modular buildings in California, Nevada, Arizona, New Mexico, Utah, Colorado and Texas and other neighboring states. The Company designs, manufactures, markets and installs modular relocatable classrooms. Based upon 1998 net sales, the Company believes that it is the largest manufacturer of modular relocatable classrooms in California. The Company's classrooms are sold primarily to California school districts directly and to third parties and the State of California primarily for lease to California's school districts. The Company's products include standardized classrooms, as well as customized structures for use as libraries, gymnasiums, computer rooms and bathroom facilities. The Company believes that its modular structures can be substituted for virtually any part of a school. The Company's classrooms are engineered and constructed in accordance with structural and seismic safety specifications adopted by the California Department of State Architects which regulates all school construction on public land, standards which are more rigorous than the requirements for other relocatable units. As a result of net enrollment increases in California schools and budgetary constraints experienced by the State of California which limit the availability of funds for the addition of new classrooms, California's schools are reported to be among the most crowded in the nation. As the State budget deficit has ameliorated, the legislature has increased funding for new classrooms in an effort to reduce the average number of students per class. State funding initiatives include funds from both (i) the State's operating budget, such as the $200 million allocated for construction or addition of classrooms out of the total of $822 million spent under the Class Size Reduction Program for the 1996-1997 school year and the $1.5 billion allocated for the 1997-1998 school year for both general operations and school facilities, and (ii) the sale of statewide bond issues, such as the $9.2 billion bond issue for school construction, including the addition of classrooms which was approved in November 1998. See "Business -- Legislation and Funding." These factors have combined to increase the demand for modular relocatable classrooms, which cost significantly less and take much less time to construct and install than conventional school facilities, and which permit a school district to relocate the units as student enrollments shift. In addition, the Company's products provide added flexibility to school districts in financing the costs of adding classroom space, since modular relocatable classrooms are considered personal property which can be financed out of a district's operating budget in addition to its capital budget. In recognition of these advantages, California legislation currently requires, with certain exceptions, that 20% of all classroom space in the district, not just new space added, consists of relocatable classrooms. See "Business -- Legislation and Funding." The Company is also a designer, manufacturer and wholesaler of commercial and light industrial modular buildings. The Company designs and builds modular buildings to customer specifications for a wide array of uses, including corporate and professional office space; governmental, education, recreational and religious facilities; and construction site offices. The modular buildings serve as temporary, semi-permanent and permanent facilities and can function as free-standing buildings or additions to existing structures. The commercial and light industrial modular buildings are distributed through national dealers and through multiple regional and local dealers. These dealers lease or sell modular buildings to a diverse end-user market. SPI Merger. On February 16, 1999, Modtech, Inc. ("Modtech") and SPI Holdings, Inc., a Colorado corporation ("SPI") merged pursuant to the Agreement and Plan of Reorganization and Merger, dated as of September 28, 1998 (the "Merger Agreement"), between Modtech and SPI. SPI is a designer, manufacturer and wholesaler of commercial and light industrial modular buildings. Pursuant to the Merger Agreement, SPI merged with a subsidiary of Modtech Holdings, Inc. ("Holdings"), a newly formed Delaware corporation (the "SPI Merger"). Concurrently, Modtech merged with a separate subsidiary of Holdings (the "Modtech Merger"). Pursuant to the mergers, both SPI and Modtech became wholly owned subsidiaries of Holdings. In connection with the SPI Merger, SPI stockholders received approximately $8 million in cash and approximately 4.6 million shares of Holdings Common Stock. Holdings refinanced approximately $32 million of SPI debt. In connection with the Modtech Merger, Modtech stockholders received approximately $40 million in cash, approximately 8.3 million shares of Holdings Common Stock and 388,939 shares of Holdings Series A Preferred Stock. In connection with both mergers, Holdings incurred a total of approximately $51 million of debt. The purchase price for the SPI Merger, including acquisition costs, was approximately $89 million. The SPI Merger has been accounted for as a purchase and, accordingly, the results of operations of SPI are included in the Company's consolidated statements 2 3 of income from the date of acquisition. The excess of fair value of net assets acquired was approximately $115.2 million, and is being amortized on a straight-line basis over 40 years. Coastal Acquisition. On March 22, 1999, Holdings purchased 100% of the stock of Coastal Modular Buildings, Inc. ("Coastal"). Coastal designs and manufactures modular relocatable classrooms and other modular buildings for commercial use. The acquisition of Coastal has been accounted for as a purchase and, accordingly, the results of operations of Coastal are included in the Company's consolidated statements of income from the date of acquisition. INDUSTRY OVERVIEW In recent years, the growth in population in California, both from births and from immigration, has led to increasing school enrollments. As a result, classrooms in many California school districts currently are reported to be among the most crowded in the nation, with an average of 29 students per class compared to a national average class size of 17. The California Department of Finance has estimated that student enrollment in grades kindergarten through 12 will increase by approximately 18% over the period from 1995 through 2005. Additionally, changes in population demographics have left many existing permanent school facilities in older residential areas with excess capacity due to declining enrollments, while many new residential areas are faced with a continuing shortage of available classrooms. Consequently, it has become necessary to add additional classrooms at many existing facilities, and to build a number of new schools. The construction of new schools and the addition of classrooms at existing schools are tied to the sources and levels of funding available to California school districts. The availability of funding for new school and classroom additions, in turn, is determined in large measure by the amount of tax revenue raised by the State, the level of annual allocations for education from the State's budget which is determined by educational policies that are subject to political concerns, and the willingness of the California electorate to approve state and local bond issues to raise money for school facilities. In 1978, California voters approved Proposition 13, which rolled back local property taxes (a traditional source of funding for school districts) and limited the ability of local school districts to raise taxes to finance the construction of school facilities. The passage of Proposition 13, coupled with growing student populations, has increased the need for local school districts to find ways to reduce the cost of adding classrooms. The California legislature has adopted several statutes designed to alleviate some of the problems associated with the shortage of classrooms and lack of local funding alternatives. For example, in 1976, California adopted legislation that through November 1998 required, with certain exceptions, that at least 30% of all new classroom space added using State funds must be relocatable structures. This requirement was satisfied through the purchase or lease of the Company's classrooms. See "Business -- Legislation and Funding." Additionally, in 1979 the California legislature adopted legislation that provides for State funding for the purchase of relocatable classrooms that could be leased to local school districts. As the number of students enrolled in California schools continued to increase throughout the 1990's, the State of California and California school districts experienced increasing budget shortfalls. The resulting shortage of funding available at both the State and local level led to declining sales of modular relocatable classrooms, by the Company and on an industry-wide basis. However, as the State budget deficit ameliorated, funding for modular relocatable classrooms began to increase. This growth was accelerated when the California Class Size Reduction Program was implemented in November 1996, the goal of which is to reduce class sizes to 20 students in public elementary schools at the kindergarten through third grade levels. For the 1996-1997 school year, the State spent $822 million under this program, including $200 million specifically for facilities, which may be relocatable classrooms. The total State funding under the Class Size Reduction Program for the 1997-1998 school year was approximately $1.5 billion for both general operations and school facilities. See "Business -- Legislation and Funding". When compared to the construction of a conventionally built classroom, modular classrooms offer a number of advantages, including, among others: Lower Cost -- The cost of the Company's standard classroom may be as low as $29,000 installed, as compared to $80,000 to $100,000 for conventional construction of a comparable classroom; Shorter Construction Time -- A modular classroom can be built and ready for occupancy in a shorter period of time than that required for state approval and construction of a conventional facility; Flexibility of Use -- Modular relocatable classrooms enable a school district to use the units for short or long term needs and to move them if necessary to meet shifts in student populations; and Ease of Financing -- As personal rather than real property, modular classrooms may be leased on a long or short- 3 4 term basis from manufacturers and leasing companies. This allows school districts to finance modular classrooms out of both their operating and capital budgets. For the Company's commercial and light industrial buildings, the growth in the nonresidential modular market has resulted from the wide-spread acceptance of modular structures as an alternative to traditional site construction and the increasing number of applications for modular buildings across a broad spectrum of industries. Because modular buildings are constructed in a factory using an assembly line process, construction is typically not subject to the delays caused by weather and site conditions. Modular buildings can, therefore, generally be built faster than conventional buildings, at a lower cost and with more consistent quality. Modular buildings can generally be relocated more easily to meet the changing needs of end users and be quickly joined to other modular buildings to meet increased space requirements. MODULAR RELOCATABLE CLASSROOMS The Company's modular relocatable classrooms are designed, engineered and constructed in accordance with structural and seismic safety specifications adopted by the California Department of State Architects, standards which are more rigorous than the requirements for other portable units. The Department of State Architects, which regulates all school construction on public land, has prescribed extensive regulations regarding the design and construction of school facilities, setting minimum qualifications for the preparation of plans and specifications, and reviews all plans for the construction of material modifications to any school building. Construction authorization is not given unless the school district's architect certifies that a proposed project satisfies construction cost and allowable area standards. The Company subcontracts with structural engineering firms to interface with each school district's architect or engineer to process project specifications through the Department of State Architects. The Company believes that the regulated environment in which the Company's classrooms are manufactured serves as a significant barrier to market entry by prospective competitors. See "Business -- Competition." Conventional school facilities constructed by school districts using funds from the State Office of Public School Construction typically require two to three years for approval and funding. By contrast, factory-built school buildings like the Company's standard classrooms may be pre-approved by the State for use in school construction. Once plans and specifications for a given classroom have been pre-approved, school districts can thereafter include in their application to obtain State funds for new facilities a notification that they intend to use pre-approved, standardized factory-built classrooms. This procedure reduces the time required in the State's approval process to as little as 90 days, thereby providing an additional incentive to use factory-built relocatable classrooms. In all cases, continuous on-site inspection by a licensed architect or structural engineer is required during actual manufacture of the classrooms, with the school district obligated to reimburse the Department for the costs of such inspection. The Company's classrooms are manufactured and installed in accordance with the applicable Department of State Architects building code, which supersedes all local building codes for purposes of school construction. The classrooms must comply with accessibility requirements for the handicapped, seismic and fire code requirements. The Company manufactures and installs standard, largely pre-fabricated modular relocatable classrooms, as well as customized classrooms, which are modular in design, but assembled on-site using components manufactured by the Company together with components purchased from third party suppliers. The Company's classrooms vary in size from two modular units containing a total of 960 square feet to 20 units that can be joined together to produce a facility comprising 9,600 square feet. Larger configurations are also possible. Typical prices for the Company's standard classrooms range from $29,000 to $34,000, while prices for a custom classroom generally exceed $50,000, depending upon the extent of customization required. The two basic structural designs for standard and custom modular classrooms are a rigid frame structure and a shear wall structure. The rigid frame structure uses a steel floor and roof system, supported at each corner with square steel tubing. These buildings have curtain walls to enclose the interior from the outside, and have the advantage of unlimited width and length. Rigid frame structures may be used for multipurpose rooms and physical education buildings as well as standard classrooms. Shear wall classrooms have a maximum width of 48 feet (four 12-foot modules) and a maximum length of 60 feet. These classrooms use the exterior and interior walls to produce the required structural strength and can be built at lower costs than rigid frame structures. The Company's most popular factory-built classroom is a rigid frame design, with two modules connected side by side to complete a 24 by 40-foot classroom. Custom built classrooms, libraries and gymnasiums contain design variations and dimensions such as ceiling height, pitch, overall size and interior configuration. These units typically are not assembled at the factory but instead are shipped in pieces, including floors, walls and roofs, and assembled on-site. Contracts for custom-built units may include the design, engineering and layout for an entire school or an addition to a school, and involve site preparation, grading, concrete and asphalt work and landscaping. Customized classrooms are generally more expensive and take longer to complete than the Company's standard classrooms. 4 5 The interior and exterior of all of the Company's modular classrooms can be customized by employing different materials, design features and floor plans. Most classrooms are open, but the interior of the buildings can be divided into individual rooms by permanent or relocatable partitions. The floor covering is usually carpet but may be linoleum or wood depending upon the intended use of the classroom. Interior wall material is usually vinyl covered firtex over gypsum board, while other finishes such as porcelain enamel or painted hardboard may be used in such places as restrooms and laboratories. Electrical wiring, air conditioning, windows, doors, fire sprinklers and plumbing are installed during the manufacturing process. The exterior of the units is typically plywood siding, painted to the customer's specifications, but other common siding material may also be applied. CLASSROOM CUSTOMERS The Company markets and sells its modular classrooms primarily to California school districts. The Company also sells its classrooms to the State of California and leasing companies, both of which lease the classrooms principally to California school districts. Sales of classrooms accounted for 98.1%, 97.7% and 52.9% of the Company's total net sales for the years ended December 31, 1997, 1998 and 1999. The Company's customers typically pay cash from general operating funds or the proceeds of local bond issues, or lease classrooms through banks, leasing companies and other private funding sources. See " Business -- Legislation and Funding." Sales of classrooms to individual California school districts accounted for approximately 71.1%, 72.5% and 38.3%, respectively, of the Company's net sales during the years ended December 31, 1997, 1998 and 1999, with sales of classrooms to third party lessors to California school districts during these periods accounting for approximately 19.1%, 13.9% and 9.1%, respectively, of the Company's net sales. The mix of school districts to which the Company sells its products varies somewhat from year to year. Sales of classrooms directly to the State of California during 1999 represented approximately 5.6% of the Company's net sales for the period, compared to approximately 11.3% of the Company's 1998 net sales and approximately 7.9% of the Company's 1997 net sales. Sales of classrooms to private schools, day care providers and out-of-state customers accounted for less than one percent of the Company's net sales during the years ended December 31, 1997, 1998 and 1999. One of the lessors to which the Company sells classrooms for lease to California school districts is affiliated with the Company through ownership by one of the Company's officers. During the years ended December 31, 1997, 1998 and 1999, sales of classrooms to this affiliated leasing company comprised approximately 2.2%, 2.1% and 3.8%, respectively, of the Company's net sales. COMMERCIAL AND LIGHT INDUSTRIAL MODULAR BUILDINGS The Company is also a designer, manufacturer and wholesaler of commercial and light industrial modular buildings. The Company designs and builds modular buildings to customer specifications for a wide array of uses, including governmental, healthcare, educational, airport and correctional facilities; office and retail space; daycare centers; libraries; churches; construction trailers; golf clubhouses; police stations; convenience stores; fast food restaurants; and sales offices. The modular buildings serve as temporary, semi-permanent and permanent facilities and can function as free-standing buildings or additions to existing structures. These modular buildings range in size and complexity from a basic single-unit 720-square foot module to a 50,000-square foot building combining several structures and containing multiple stories. The price at which the Company's modular buildings are sold to dealers ranges from $10,000 to $25,000 per module. SALES AND MARKETING Classroom Sales Force At December 31, 1999 the Company's classroom sales force was divided into three marketing regions: Northern, Central and Southern California. At December 31, 1999 the Company employed four classroom salespersons, each of whom is compensated on a commission basis. These salespersons maintain contact with the individual school districts in their respective marketing regions on a quarterly basis. They are also in contact with architects and building inspectors employed by the school districts, as well as school officials who may be in a position to influence purchasing decisions. Most of the Company's contracts are awarded on an open bid basis. The marketing process for many of the Company's contracts begins prior to the time the bid process begins. After the Company selects bids or contracts that it desires to pursue, the Company's marketing and engineering personnel interface directly with various school boards, superintendents or architects during the process of formulating bid or contract specifications. The Company prepares its bids or proposals using various criteria, including current material prices, historical overhead costs and a targeted profit margin. Substantially all of the Company's contracts are turnkey, including engineering and design, manufacturing, transportation, installation and necessary site work. Open bid contracts are normally awarded to the lowest responsible bidder. 5 6 Dealer Network The Company's commercial and light industrial modular buildings are sold to users through a network of sales and leasing companies to a wide range of end users. The Company's dealers include national, multiple regional and local dealers. The Company believes that larger dealers are becoming increasingly more inclined to do business with fewer manufacturers and to place their orders with manufacturers who have a history of consistent performance. Certain dealers have developed stringent quality control programs for the modular buildings they distribute. The Company believes its products currently meet or exceed existing dealer quality control standards. Certain states require the Company's dealers to be licensed to sell or lease the Company's products Historically, these dealers have had sufficient capital resources to support the purchase of modular structures and the maintenance of the structures retained in their lease fleets. Typically, dealers arrange for, and bear the cost of, transporting and installing structures purchased from the Company. Because of its strong dealer relationships, the Company does not maintain an extensive internal sales force for the sale of commercial and light industrial modular buildings. Instead, the Company maintains an internal marketing and estimating staff whose primary responsibility is to maintain contact with the dealer community and to respond to requests from dealers for price quotations for production of modular buildings for end-users. The Company has few formal marketing or other agreements with its dealers, and substantially all of the Company's dealers also market and sell products of other manufacturers. MANUFACTURING AND ON-SITE INSTALLATION The Company uses an assembly-line approach in the manufacture of its standardized classrooms. The process begins with the fabrication of the steel floor joists. The floor joists are welded to steel frames to form the floor sub-assembly, which is covered by plywood flooring. Metal roof trusses and structural supports are fabricated separately and added as the unit progresses down the assembly-line. Installation of walls, insulation, suspended grid ceilings, electrical wiring, air conditioning, windows, doors, fire sprinklers, plumbing and chalkboards follow, with painting and finishing crews completing the process. Once construction of a standard classroom commences, the building can be completed in as little as three days. The construction of custom units on-site, from pre-manufactured components, is similar to factory-built units in its progressively-staged assembly process but may involve more extensive structural connections and finish work depending upon the size and type of building, and typically takes 30 to 60 days to complete. The Company is vertically-integrated in the manufacture of its standardized modular classrooms, in that the Company fabricates substantially all of its own metal components at its facility in Perris, California, including structural floor and roof joists, exterior roof panels, gutters, down spouts, vents, ramps, stairs and railings. The Company believes that the ability to fabricate its own metal components helps it reduce the costs of its products and to control their quality and delivery schedules. The Company maintains a quality control system throughout the manufacturing process, under the supervision of its own quality control personnel and inspectors engaged by its customers. In addition, the Company tracks the status of all classrooms from sale through installation. Completed standard classroom units, or components used in customized units, are loaded onto specially designed flatbed trailers for towing by trucks to the school building site. Upon arrival at the site, the units are structurally connected, or components are assembled, and the classroom is installed on its foundation. Connection with utilities is completed in the same manner as in conventional on-site construction. Installation of the modular classrooms may be on a separate foundation, or several units may be incorporated on a common foundation under a unified roof, so that upon installation they appear to be an integral part of an existing school facility or function as a larger building, such as a gymnasium or cafeteria. The Company oversees installation of its modular classrooms on-site, using its own employees for job supervision as a general contractor and, whenever possible, for utility hook-ups and other tasks. In many custom projects, the Company performs or supervises subcontracted electrical, plumbing, grading, paving and foundation work, landscaping and other site preparation work and services. Sub-contractors are typically used for larger utility, grading, concrete and landscaping jobs. The Company has a general contractor's license in the State of California. In addition to approvals by the Department of State Architects, licensed inspectors representing various school districts are on-site at each manufacturing facility of the Company to continuously inspect the construction of classrooms for structural integrity. On-site inspections after installation are also made by local fire departments for purposes of determining adequate accessibility. The Company's commercial and light industrial modular buildings are also produced by a continuous flow assembly line process. Multiple structures are assembled simultaneously at various stations along the assembly line Depending upon the complexity of the 6 7 design for a particular modular building, the average construction time from receipt of the order to shipment ranges from 30 to 45 days. Once construction of a typical modular building commences, the building can be completed in as few as seven to nine days. At December 31, 1999 the Company had seven manufacturing facilities. Two are located in Southern California, in Perris, California, which is approximately 60 miles east of Los Angeles. The Company has another facility near Lathrop, California. Lathrop is located approximately 75 miles east of San Francisco. The fourth manufacturing facility is located in Phoenix, Arizona and the fifth manufacturing facility is located in Glendale, Arizona, which are located in the Phoenix Metropolitan area. The Company has another facility in Glen Rose, Texas. Glen Rose is located approximately 75 miles east of Dallas. The seventh manufacturing facility is located in St. Petersburg, Florida, which is located in the Tampa area. The standard contractual warranty for the Company's modular buildings is one year, although it may be varied by contract specifications. Purchased equipment installed by the Company, such as air conditioning units, carry the manufacturers' standard warranty. Warranty costs have not been material in the past. The Company believes that there are multiple sources of supplies available for all raw materials and equipment used in manufacturing its modular buildings, most of which are standard construction items such as steel, plywood and wallboard. BACKLOG The Company manufactures classrooms and other buildings to fill existing orders only, and not for inventory. As of December 31, 1999, the backlog of sales orders was approximately $60.0 million, up from approximately $25.0 million at December 31, 1998 and down from $71.0 million at December 31, 1997. Only orders, which are scheduled for completion during the following 12-month period, are included in the Company's backlog. The rate of booking new contracts can vary from month to month, and customer changes in delivery schedules can occur. For these reasons, among others, the Company's backlog as of any particular date may not be representative of actual sales for any succeeding period. COMPETITION The Company believes that, based upon 1998 net sales, it is the largest modular relocatable classroom manufacturer in California. However, the modular relocatable classroom industry is highly competitive, with the market divided among a number of privately-owned companies whose share of the market is smaller than that of the Company. The Company believes that the nature of the bidding process, the level of performance bonding required, and the industry's regulated environment serve as barriers to market entry, and that the expertise of its management gives it an advantage over competitors. Nevertheless, the Company believes that additional competitors may enter the market in the future, some of whom may have significantly greater capital and other resources than are available to the Company, and that competition may therefore increase. The Company also believes that its expertise in site preparation and on-site installation gives it a competitive advantage over many manufacturers of higher-priced, customized modular units, while its vertically integrated, assembly-line approach to manufacturing enables the Company to be one of the low cost producers of standardized, modular relocatable classrooms in California. Unlike many of its competitors, the Company manufactures most of its own metal components which allows the Company to maintain quality control over these components and to produce them at a lower average cost than that at which they could be obtained from outside sources. The Company also believes that the quality and appearance of its buildings, and its reputation for reliability in completion of its contracts, enable it to maintain a favorable position among its competition. The Company categorizes its current competition based upon the geographic market served (Northern California versus Southern California), as well as upon the relative degree of customization of products sold. Beyond a radius of approximately 300 miles, the Company believes that transportation costs typically will either significantly increase the prices at which it bids for given projects, or will substantially erode the Company's gross profit margins. The primary competitors of the Company for standardized classrooms are believed to be Aurora Modular Industries in Southern California and American Modular Systems in Northern California. Profiles Structures, Inc. in Southern California and Design Mobile Systems in Northern California are the Company's primary competitors in the market for higher-priced, customized classrooms. Each of these four competitors is a privately-owned company. With respect to the commercial and light industrial modular buildings, the nonresidential modular building industry is highly competitive. For the Company's highly customized modular buildings, the main competitive factor is the ability to meet end user requirements in a timely manner, while price is the main competitive factor for less customized structures. Because the cost of transporting completed modular buildings is substantial, most manufacturers limit their distribution to dealers located within a 400- 7 8 mile radius of their manufacturing facility. As a result, the nonresidential modular building industry is highly fragmented and is composed primarily of small, regionally-based private companies maintaining a single manufacturing facility. The primary competitors of the Company for commercial and light industrial modular buildings are believed to be Modular Structures International, Walden Structures, Miller Building Systems and Indicom Building Systems. PERFORMANCE BONDS A substantial portion of the Company's sales require that the Company provide bonds to ensure that the contracts will be performed and completed in accordance with contract terms and conditions, and to assure that subcontractors and materialmen will be paid. In determining whether to issue a performance bond on behalf of the Company, bonding companies consider a variety of factors concerning the specific project to be bonded, as well as the Company's levels of working capital, shareholders' equity and outstanding indebtedness. From time to time the Company has had, and in the future may again encounter, difficulty in obtaining bonding for a given project. Although it has had no difficulty in obtaining the necessary bonding in the last twelve months, the Company believes that its difficulty in obtaining bonding for certain large projects from time to time in the past has been attributable to the Company's levels of working capital, shareholders' equity and indebtedness, and not to concerns about the Company's ability to perform the work required under the contract. To assist the Company in obtaining performance bonds in certain instances, the Company's executive officers have been required to indemnify the bonding companies against all losses they might suffer as a result of providing performance bonds for the Company. REGULATION OF CLASSROOM CONSTRUCTION In 1933, the California Legislature adopted the Field Act, which generally provides that school facilities must be constructed in accordance with more rigorous structural and seismic safety specifications than are applicable to general commercial buildings. Under the Field Act, the Department of General Services, through the Department of State Architects, has prescribed extensive regulations regarding the design and construction of school facilities, and reviews all plans for the construction of material modifications to any school building. Construction authorization is not given unless the school district's architect certifies that a proposed project satisfies construction cost and allowable area standards. In addition, the Field Act provides for the submittal of complete plans, cost estimates, and filing fees by the school district to the Department of General Services, for the adoption of regulations setting minimum qualifications for the preparation of plans and specifications, and the supervision of school construction by a licensed architect or structural engineer. Additionally, California legislation provides that certain factory-built school buildings may be pre-approved by the State for use in school construction. Once plans and specifications for a given classroom have been pre-approved by the Department of General Services, school districts can thereafter include in their application to obtain State funds for new facilities a notification that they intend to use pre-approved, standardized factory-built classrooms. This procedure reduces the time required in the State's approval process thereby providing additional incentive to use factory-built relocatable classrooms. The Department of General Services provides for the continuous on-site inspection during actual manufacturing of the classrooms, with the school districts obligated to reimburse the Department for the costs of such inspection. LEGISLATION AND FUNDING The demand for modular relocatable classrooms in California is affected by various statutes. These statutes, among other things, prescribe the methods by which the Company's customers, primarily individual school districts, obtain funding for the construction of new school facilities, and the manner in which available funding is to be spent by the school districts. In 1978, Proposition 13 was approved, which rolled back property taxes and limited the ability of local school districts to rely upon revenue from such taxes to finance the construction of school facilities. As a result, financing for new school construction and rehabilitation of existing schools by California school districts is currently provided, at the state level, by funds derived from general revenue sources or statewide bond issues, and, at the local level, by local bond issues and fees imposed on the developers of residential, commercial and industrial real property ("Developer Fees"). Historically, the primary source of financing for the purchase or lease of relocatable classrooms has been state funding. STATE FUNDING. In November 1996, California implemented the Class Size Reduction Program in response to overcrowding in classrooms in the state and its assumed negative impact on learning. An additional impetus for the program was a study conducted by Tennessee State University which indicated that students in small classrooms outperformed their peers from larger classes at least through the eighth grade on standardized tests in math and reading. The goal of the California Class Size Reduction Program is to reduce public elementary school class sizes in kindergarten through the third grade. Under this program, schools that reduce class size to 20 students in those grades receive additional funds. For the 1996-1997 school year, a school district was entitled to receive $25,000 for each new 8 9 classroom added which reduced the average class size for a specified grade level to 20 students or less. Among other ways new classrooms can quickly and inexpensively be added, school districts may reconfigure existing space to convert it to classrooms from other uses, or purchase or lease a modular relocatable classroom. Until the adoption of the Class Size Reduction Program in 1996, the most important source of funding at the State level for new school facilities was through the issuance and sale of statewide general obligation bonds which are repaid out of the State's General Funds. Proposals to issue such bonds are placed on statewide ballots from time-to-time in connection with general or special elections, and require approval by a majority of the votes cast in connection with such proposals. As in the case of the Class Size Reduction Program, the State also may annually allocate funds from the State's budget for the support of school districts and community college districts. AUTHORITY FOR BOND FINANCING. Under the School Building Lease - Purchase Law of 1976, the State Allocation Board is empowered to purchase or lease school facilities using funds from the periodic issuance of general obligation bonds of the State of California. These purchased or leased school facilities may be made available by the State Allocation Board to school districts. Certain matching funds, usually derived from Developer Fees, are required to be supplied by the school districts seeking state funded facilities. If the school districts acquire relocatable structures using Developer Fees, the amount of the required matching funds is reduced by the cost of such facilities. This reduction in matching funds is intended to provide an incentive for school districts to lease relocatable classrooms. Prior to November 1998, as a condition of funding any project under this program, at least 30% of new classroom space to be added must be comprised of relocatable structures, unless relocatable structures are not available or special conditions of terrain, climate or unavailability of space make the use of relocatable structures impractical. In addition, State funds under this program are not available to school districts which are determined to have an adequate amount of square footage available for their student population. Senate Bill 50, which was passed in November 1998 by the California Legislature, revised the School Building Lease - Purchase Law of 1976 by eliminating the requirement that at least 30% of all new classroom space being added using California state funds must be relocatable classrooms. In general, it replaced this provision with a requirement that, in order for school districts to increase the amount of funds to be received from developers in excess of the current statutory level, the school districts must show that 20% of all classroom space in the district, not just new space added, consists of relocatable classrooms. The bill also placed a $9.2 billion bond issue on the November 1998 ballot, which was approved by the voters. The bill allocates from the bond issue $2.9 billion for growth and new construction, and $2.2 billion for modernization and reconstruction through the year 2001. In addition, it allocates $700 million for class-size reductions to fully implement the program from kindergarten through third grade. The costs to implement the foregoing will include land acquisition costs, hiring of new teachers, remodeling of existing structures and construction of new permanent and relocatable structures. The bill does not designate the specific usage of funds, and the actual amount spent on relocatable classrooms will vary among school districts. Implementation of Senate Bill 50 began the third week of January 1999. The Company does not expect any significant change in its future operating results due to implementation of Senate Bill 50. In response to the adoption of Proposition 13, the State of California adopted the California Emergency Classroom Law of 1979, pursuant to which the State Allocation Board may spend up to $35 million per year from available funds to purchase relocatable classrooms to be leased to school districts. Relocatable classrooms are not available to school districts under this program if the school district has available local bond proceeds that could be used to purchase classroom facilities, unless the district has approved projects pending under the School Building Lease - Purchase Law of 1976. The State has, in the past, funded this program primarily from the proceeds of statewide bond issues approved by voters. BUDGET ALLOCATIONS. Proposition 98, which was approved in 1988, requires the State to allocate annually from the State's budget, for the support of school districts and community college districts, a minimum amount equal to the same percentage of funds as was appropriated for the support of those institutions in fiscal year 1986-87. While this requirement may be suspended for a given year by emergency legislation, it has the effect of limiting the ability of the California legislature to reduce the level of school funding from that in existence in 1986-87. The State raises the necessary funds through proceeds from the sale of statewide bond issues, income tax revenues and other revenues. A recent reduction in California's corporate tax rates, and a proposed reduction in personal income tax rates, may affect future levels of the State's income tax revenues. LOCAL FUNDING. Local school districts in California have the ability to issue local general obligation bonds for the acquisition and improvement of real property for school construction. These bond issues require the approval of two-thirds of the voters in the district and are repaid using the proceeds of increases in local property taxes. A local school district may also levy Developer Fees on new development projects in the district, subject to a maximum rate set by state law. The Developer Fees can only be levied if the project can be shown to contribute to the need for additional school facilities and the fee levied is reasonably related to such need. In addition, California law provides for the issuance of bonds by Community Facilities Districts which can be formed by a variety of local government agencies, including school districts. These districts, known as "Mello-Roos" districts, can have flexible boundaries and 9 10 the tax imposed to repay the bonds can be based on property use, acreage, population density or other factors. OTHER LEGISLATION California legislation adopted in 1989 provides that school districts which currently lease any building which does not meet the prescribed structural standards must have replaced nonconforming buildings with conforming ones by September 1, 1990. However, any district has the right to request a one-time waiver for a maximum of three years upon presentation of satisfactory evidence to the State Allocation Board that the district is proceeding in a timely fashion with a program that will eliminate the need for the nonconforming facilities within that time period. The State has authorized districts to renew these waivers through 2000 and may grant further waivers. The Company understands that a number of school districts have requested and been granted such waivers. Based upon information received by the State Allocation Board from school districts and provided to the Company, it is believed that there are approximately 4,500 trailers currently being used as classrooms by school districts throughout California that eventually must be replaced with conforming facilities by these school districts. California has taken steps to encourage local school districts to adopt year-round school programs to help increase the use of existing school facilities and reduce the need for additional school facilities. School districts requesting state funding under the School Building Lease - Purchase Law of 1976 or the Emergency Classroom Law of 1979 discussed above must submit a study examining the feasibility of implementing in the district a year-round educational program that is designed to increase pupil capacity in the district or in overcrowded high school attendance areas. The feasibility study requirement is waived, however, if the district demonstrates that emergency or urgent conditions exist in the district that necessitate the immediate need for relocatable buildings. The demand for new school facilities, including relocatable classrooms, would be adversely affected in the event that a significant number of California school districts implemented year-round school programs. In addition, a significant increase in the level of voluntary or mandatory busing of students from overcrowded schools to schools with excess capacity could adversely affect demand for new school facilities. ENVIRONMENTAL MATTERS The Company is subject to a variety of federal, state and local governmental regulations related to the storage, use and disposal of any hazardous materials used by the Company in connection with the manufacture of its products. Both the governmental regulations and the costs associated with complying with such regulations are subject to change in the future. EMPLOYEES At December 31, 1999, the Company had 1,243 employees, including 1,071 in manufacturing, 4 in sales, 28 in operations and 140 in general management and administration. The Company's employees are not represented by a labor union, and it has experienced no work stoppages. The Company believes that its employee relations are good. ITEM 2. PROPERTIES The Company's principal executive and administrative facilities are located in approximately 17,000 square feet of modular buildings at its primary manufacturing facility located in Perris, California. This manufacturing facility occupies twenty-five acres, with approximately 226,000 square feet of covered production space under roof, pursuant to a lease expiring in 2014. A second facility in Perris occupies approximately thirty acres, with approximately 120,000 square feet of covered production space under roof, pursuant to a lease expiring in 2014. This second facility also includes approximately 80,000 square feet under roof used as a metal working facility. The Company's third plant consists of a 400,000 square foot manufacturing facility, with approximately 160,000 square feet of covered production space under roof, on a 30-acre site in Lathrop, California that is leased through 2019. The fourth plant consists of approximately 50,000 square feet of covered production space under roof, on a 10-acre site in Phoenix, Arizona, pursuant to a lease expiring in 2002. The fifth plant consists of approximately 30,000 square feet of covered production space under roof on a 4-acre site in Glendale, Arizona, pursuant to a lease expiring in 2002. The sixth plant consists of approximately 80,000 square feet of manufacturing area on a 20-acre site in Glen Rose, Texas, outside the Dallas-Fort Worth metropolitan area. The Texas lease expires in 2008. The seventh plant consists of approximately 119,000 square feet of manufacturing area on a 10-acre site in St. Petersburg, Florida that is leased through 2003. The Company believes that its facilities are well maintained and in good operating condition, and meet the requirements for its immediately foreseeable business needs. Two of the Company's facilities at December 31, 1999 are leased from an affiliate. 10 11 The Phoenix facility leased by the Company is located within a 25-square-mile area listed by the Arizona Department of Environmental Quality on the state priority list for contaminated sites. According to a recent environmental site assessment report pertaining to the Phoenix facility and commissioned by the Company, neither the Company nor the prior operators or owners of the property have been identified as potentially responsible parties at this site. Additionally, the environment site assessment report identifies no historical activity on the property leased by the Company that was likely to have been a source of the contaminants at the site. ITEM 3. LEGAL PROCEEDINGS The Company is from time to time involved in various lawsuits related to its ongoing business operations, primarily collection actions or vendor disputes. In the opinion of management, no pending lawsuit will result in any material adverse effect upon the Company or its financial condition. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. 11 12 PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS The Company's common stock was traded on the NASDAQ National Market System under the symbol "MODT" at December 31, 1999. The range of high and low sales prices for the common stock as reported by the National Association of Securities Dealers, Inc. for the periods indicated below, are as follows: Quarter Ended High Low ------------- ---- ----- 3/31/99 18.000 8.750 6/30/99 11.500 7.375 9/30/99 14.000 6.750 12/31/99 7.656 4.750 On December 31, 1999, the closing sales price on The NASDAQ National Market for a share of the Company's Common Stock was $6.00. The approximate number of holders of record of the Company's Common Stock as of December 31, 1999, was 89. DIVIDEND POLICY The Company has not paid cash dividends on its Common Stock since 1990. The Board of Directors currently intends to follow a policy of retaining all earnings, if any, to finance the continued growth and development of the Company's business and does not anticipate paying cash dividends on its Common Stock in the foreseeable future. Any future determination as to the payment of cash dividends will be dependent upon the Company's financial condition and results of operations and other factors deemed relevant by the Board of Directors. 12 13 ITEM 6. SELECTED FINANCIAL DATA (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) The selected income statement and balance sheet data set forth below for the three years ended December 31, 1997, 1998 and 1999 have been derived from the audited financial statements of the Company included elsewhere herein. The selected income statement and balance sheet data set forth below for the years ended December 31, 1995 and 1996 have been derived from audited financial statements of the Company that are not included herein. The selected income statement and balance sheet data set forth below should be read in conjunction with those financial statements (including the notes thereto) and with "Management's Discussion and Analysis of Results of Operations and Financial Condition" also included elsewhere herein.
YEAR ENDED DECEMBER 31, ------------------------------------------------------------------- 1995 1996 1997 1998 1999 -------- -------- --------- --------- --------- INCOME STATEMENT DATA: Net sales .................................. $ 19,386 $ 49,886 $ 134,050 $ 127,620 $ 167,228 Cost of goods sold ......................... 16,401 42,629 107,367 97,765 138,668 -------- -------- --------- --------- --------- Gross profit ............................... 2,985 7,257 26,683 29,855 28,560 Selling, general and administrative expenses 1,613 2,345 5,156 4,739 7,500 Goodwill amortization ...................... -- -- -- -- 2,547 Income from operations ..................... 1,372 4,912 21,527 25,116 18,513 Interest income (expense), net ............. (387) (422) (909) 1,097 (3,083) Other income (expense) ..................... (1) (13) 92 25 85 -------- -------- --------- --------- --------- Income before income taxes ................. 984 4,477 20,711 26,238 15,515 Provision for income taxes ................. 19 208 (7,703) (9,708) (7,128) -------- -------- --------- --------- --------- Net income ................................. 965 4,269 13,008 16,530 8,387 -------- -------- --------- --------- --------- Net income available for common stock(1) ... $ 799 $ 4,221 $ 13,008 $ 16,530 $ 8,251 -------- -------- --------- --------- --------- Basic earnings per common share(2) ......... $ 0.25 $ 0.77 $ 1.47 $ 1.68 $ 0.64 Weighted average shares outstanding (in thousands)(2) ............................ 3,170 5,461 8,854 9,857 12,986 Diluted earnings per common share(2) ....... $ 0.14 $ 0.47 $ 1.31 $ 1.50 $ 0.59 Weighted average shares outstanding (in thousands)(2) ............................ 6,712 9,041 9,898 10,988 14,204 AS OF DECEMBER 31, ------------------------------------------------------------------- 1995 1996 1997 1998 1999 -------- -------- --------- --------- --------- BALANCE SHEET DATA: Working capital ............................ $ 4,383 $ 14,069 $ 36,417 $ 52,129 $ 11,231 Total assets ............................... 15,154 34,029 68,220 82,873 168,723 Total liabilities .......................... 6,411 18,716 20,177 17,777 58,050 Long-term debt, excluding current portion .. 3,590 7,844 -- -- 32,000 Shareholders' equity ....................... 8,743 8,743 48,043 65,097 110,672 YEAR ENDED DECEMBER 31, ------------------------------------------------------------------- 1995 1996 1997 1998 1999 -------- -------- --------- --------- --------- SELECTED OPERATING DATA: Gross margin ............................... 15.4% 14.5% 19.9% 23.4% 17.1% Operating margin ........................... 7.1% 9.8% 16.1% 19.7% 11.1% Standard classrooms sold(3) ................ 605 1,610 4,514 3,435 2,445 Backlog at period end(4) ................... $ 4,100 $ 58,000 $ 71,000 $ 25,000 $ 60,000
- ---------- (1) After deduction of preferred stock dividends paid or accrued of $166,000, $48,000 and $136,000 for the years ended December 31, 1995, 1996 and 1999, respectively. (2) Effective December 31, 1997, the Company adopted Statement of Financial Accounting Standards No. 128 "Earnings per Share". All prior periods have been restated accordingly. (3) Determined by dividing the total square footage of classroom floors sold during the year by 960 square feet, the floor area of a standard classroom. See "Business -- Modular Relocatable Classrooms." (4) The Company manufactures classrooms and other buildings to fill existing orders only, and not for inventory. Backlog consists of sales orders scheduled for completion during the next 12 months. 13 14 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION GENERAL On February 16, 1999, the Company completed the SPI Merger and on March 22, 1999, the Company completed the Coastal Acquisition. The SPI Merger and the Coastal Acquisition were both accounted for as purchases, and accordingly, the results of operations of SPI and Coastal are included in the Company's consolidated statements of income from the date of acquisition. Due to the magnitude of these acquisitions and the integration of the acquired operations with the Company, results of operations for prior periods are not necessarily comparable to or indicative of results of operation for current or future periods. RESULTS OF OPERATIONS The following table sets forth, for the periods indicated, the percentages of net sales represented by certain items in the Company's statements of operations. PERCENTAGE OF NET SALES
YEARS ENDED DECEMBER 31, ----------------------------- 1997 1998 1999 ------ ------ ------ Net sales ......................... 100.0% 100.0% 100.0% Cost of sales ..................... 80.1 76.6 82.9 ------ ------ ------ Gross profit ...................... 19.9 23.4 17.1 Selling, general and administrative expenses ........................ 3.8 3.7 4.5 Goodwill amortization ............. -- -- 1.5 ------ ------ ------ Income from operations ............ 16.1 19.7 11.1 Interest income (expense), net .... (0.7) 0.9 (1.8) Other income ...................... -- -- -- ------ ------ ------ Income before income taxes ........ 15.4 20.6 9.3 Provision for income taxes ........ 5.7 7.6 4.3 ------ ------ ------ Net income ........................ 9.7% 13.0% 5.0% ====== ====== ======
YEAR ENDED DECEMBER 31, 1999 COMPARED TO YEAR ENDED DECEMBER 31, 1998 Net sales for the year ended December 31, 1999 increased to $167.2 million, an increase of $39.6 million, or approximately 31.0%, from $127.6 million in 1998. The increase in 1999 is attributable to comparing merged results for 1999 to historical Modtech, Inc. 1998 sales. The increase in net sales as a result of the acquisitions in 1999 was offset by a delay in allocating the funds from the $9.2 billion school construction bond issue which was passed in November 1998. For the year ended December 31, 1999, gross profit was $28.6 million, a decrease of $1.3 million, or approximately 4.3%, over 1998 gross profit of $29.9 million. Gross profit percentage of net sales decreased to 17.1% in 1999 from 23.4% in 1998. The decrease in gross profit as a percentage of net sales was primarily attributable to the shift in product mix for 1999 as a result of the SPI Merger and the Coastal Acquisition. In 1999, selling, general and administrative expenses increased to $7.5 million from $4.7 million, due primarily to the integration of SPI Manufacturing, Inc. and Coastal Modular Buildings, Inc. with the Company. As a percentage of net sales, selling, general and administrative expenses increased to 4.5% in 1999 from 3.7% in 1998. Goodwill amortization for the year ended December 31, 1999 was $2.5 million. As a percentage of net sales, goodwill amortization for the year was 1.5%. Goodwill was recorded for both the SPI Merger and the Coastal Acquisition. There was no goodwill amortization in 1998. Due to the combination of a reduced cash balance and debt incurred as a result of the SPI Merger and Coastal Acquisition, the year ended December 31, 1999 reflects net interest expense of $3.1 million compared to net interest income of $1.1 million for the year ended December 31, 1998. 14 15 The provision for income taxes was $7.1 million for the year ended December 31, 1999, compared to $9.7 million for 1998. The Company's effective tax rate increased to 46.0% for the year ended December 31, 1999 from 37.0% for the year ended December 31, 1998. The effective tax rate in 1999 was negatively impacted by the non-deductibility of goodwill amortization as a result of the SPI Merger and Coastal Acquisition. The effective tax rate in 1998 was positively impacted by a reduction in the federal valuation allowance. YEAR ENDED DECEMBER 31, 1998 COMPARED TO YEAR ENDED DECEMBER 31, 1997 Net sales for the year ended December 31, 1998 decreased to $127.6 million, a decrease of $6.4 million, or approximately 4.8%, from $134.0 million in 1997. The decrease in 1998 was due in part to the fact that the California Legislature was more than two months late in passing the state budget. Additionally, there was a delay in allocating the funds from the $9.2 billion school construction bond issue which was passed in November 1998. For the year ended December 31, 1998, gross profit was $29.9 million, an increase of $3.2 million, or approximately 11.9%, over 1997 gross profit of $26.7 million. Gross profit percentage of net sales increased to 23.4% in 1998 from 19.9% in 1997. The increase in gross profit as a percentage of net sales was primarily attributable to the realization of manufacturing efficiencies. In 1998, selling, general and administrative expenses decreased to $4.7 million from $5.2 million, due to decreases in the number of employees and a decrease in selling costs. As a percentage of net sales, selling, general and administrative expenses decreased to 3.7% in 1998 from 3.8% in 1997. Due to higher cash balance and reduced line of credit borrowing, the year ended December 31, 1998 reflects net interest income of $1,097,000, compared to net interest expense of $909,000 for the same period in 1997, a favorable increase of $2,006,000 or 220.7%. The provision for income taxes was $9.7 million for the year ended December 31, 1998, compared to $7.7 million for 1997. The Company's effective tax rate decreased to 37.0% for the year ended December 31, 1998 from 37.2% for the year ended December 31, 1997. The effective tax rate in 1998 was positively impacted by a reduction in the federal valuation allowance. The effective tax rate in 1997 was positively impacted by the utilization for federal income tax purposes of net operating loss carryforwards generated in prior years. LIQUIDITY AND CAPITAL RESOURCES Since the 1994 Financing described below, the Company has funded its operations and capital expenditures with cash generated internally by operations, supplemented by borrowings under various credit facilities. During the years ended December 31, 1997, 1998 and 1999, the Company's operations provided cash in the amounts of approximately $2.0 million, $32.8 million and $14.4 million, respectively. At December 31, 1999, the Company had approximately $1.2 million in cash. The Company obtained a new $100 million credit facility with a bank in February 1999. The credit facility provides for a $30 million revolving loan. The credit facility is secured by all the Company's assets, as well as the Company's stock ownership in its subsidiaries. The credit facility expires in February 2004. No amounts were outstanding under the revolving loan commitment at December 31, 1999. The Company had working capital of $36.4 million, $52.1 million and $11.2 million at December 31, 1997, 1998 and 1999, respectively. In 1999, current assets decreased by $32.6 million, with a decrease of $38.9 million in cash, a decrease of $1.4 million in due from affiliates and a decrease of $2.4 million in income tax receivable, offset by an increase of $6.0 million in contracts receivable, an increase of $2.5 million in costs and estimated earnings in excess of billings and an increase of $2.2 million in inventories. Current liabilities increased by $8.3 million, with accounts payable and accrued liabilities and current maturities of long-term debt increasing by $3.3 million and $7.0 million, respectively, offset by a $2.0 million decrease in billings in excess of costs and estimated earning on contracts. In 1998, current assets increased by $13.2 million, with an increase of $28.5 million in cash, an increase of $1.4 million in deferred tax assets and an increase of $1.3 million in due from affiliates, offset by a decrease of $8.6 million in contracts receivable and a decrease of $12.2 million in costs and estimated earnings in excess of billings. Current liabilities decreased by $2.5 million, with various accrued liabilities and current maturities of long-term debt decreasing by $1.9 million and $1.4 million, respectively, offset by a $0.7 million increase in accounts payable. Capital expenditures amounted to $4.1 million, $2.1 million and $2.3 million during the years ended December 31, 1997, 1998 and 1999, respectively. In 1997 and 1998, the majority of expenditures were related to the construction of an additional production line at one 15 16 of its Perris, California facilities. In 1999, the majority of expenditures were as a result of construction of a production line at one of its Perris, California facilities and the addition of metal fabrication machinery at its Glendale, Arizona and St. Petersburg, Florida facilities. The Company had a $4.0 million Industrial Development Bond issued by the Industrial Development Authority of the County of San Joaquin, California, the net proceeds of which were used to partially finance the $6.0 million cost of construction of the Company's Lathrop, California facility. The loan was paid in full during 1998. In May 1994, the Company raised net proceeds of approximately $2.7 million through the sale of 2,850,000 shares of Series A Preferred Stock to several private investors who are Selling Shareholders in this Offering (the "1994 Financing"). In April 1996, all of the Series A Preferred Stock was converted into 2,850,000 shares of Common Stock. In December 1996, warrants issued to the investors in connection with the 1994 Financing were exercised, resulting in cash proceeds to the Company of approximately $1.6 million and the issuance of 2,204,000 additional shares of Common Stock. Management believes that the Company's existing product lines and manufacturing capacity will enable the Company to generate sufficient cash through operations, supplemented the Company's bank line of credit, to finance the Company's business over the next twelve months. However, additional cash resources may be required if the Company's rate of growth exceeds currently anticipated levels. Moreover, it may prove necessary for the Company to construct or acquire additional manufacturing facilities in order for the Company to compete effectively in new market areas or states which are beyond a 300 mile radius from one of its production facilities. The construction or acquisition of new facilities could require significant additional capital. For these reasons, among others, the Company may need additional debt or equity financing in the future. There can be, however, no assurance that the Company will be successful in obtaining such additional financing, or that any such financing will be available on terms acceptable to it. NEW ACCOUNTING PRONOUNCEMENT In June 1998, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities" (SFAS 133). SFAS 133 establishes accounting and reporting standards for derivative instruments embedded in other contracts, and hedging activities. SFAS 133, as amended, is effective for all fiscal quarters of fiscal years beginning after June 15, 2000. Application of SFAS 133 is not expected to have a material impact on the Company's financial position, results of operations or liquidity. SEASONALITY Historically, the Company's quarterly revenues have been highest in the second and third quarters of each calendar year because a large number of orders for modular classrooms placed by school districts require that classrooms be constructed, delivered and installed in time for the upcoming new school year which generally commences in September. The Company has typically been able to add employees as needed to respond to the corresponding increases in manufacturing output required by such seasonality to meet currently foreseeable increases in this seasonal demand. The Company's first and fourth quarter revenues are typically lower due to greater number of holidays and days of inclement weather during such periods. In addition, the Company's operating margins may vary on a quarterly basis depending upon the mix of revenues between standardized classrooms and higher margin customized classrooms and the timing of the completion of large, higher margin customized contracts. INFLATION During the past three years, the Company has not been adversely affected by inflation, because it has been generally able to pass along to its customers increases in the costs of labor and materials. However, there can be no assurance that the Company's business will not be affected by inflation in the future. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The financial statements of the Company, along with the notes thereto and the report of Independent Certified Public Accountants thereon, required to be filed in response to this Item 8 are attached hereto as exhibits under Item 14. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Not applicable. 16 17 PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Information required by this Item will be set forth in the Proxy Statement and is incorporated herein by reference. ITEM 11. EXECUTIVE COMPENSATION Information required by this Item will be set forth in the Proxy Statement and is incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Information required by this Item will be set forth in the Proxy Statement and is incorporated herein by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Information required by this Item will be set forth in the Proxy Statement and is incorporated herein by reference. 17 18 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) Exhibits and Financial Statement Schedules 1 & 2. Index to Financial Statements The following financial statements and financial statement schedules of the Company, along with the notes thereto and the Independent Auditors' Reports, are filed herewith, as required by Part II, Item 8 hereof. Financial Statements Independent Auditors' Reports Consolidated Balance Sheets - December 31, 1998 and 1999 Consolidated Statements of Income - For the Years Ended December 31, 1997, 1998 and 1999 Consolidated Statements of Shareholders' Equity - For the Years Ended December 31, 1997, 1998 and 1999 Consolidated Statements of Cash Flows - For the Years Ended December 31, 1997, 1998 and 1999 Summary of Significant Accounting Policies Notes to Consolidated Financial Statements Schedule Included - For the Years Ended December 31, 1997, 1998 and 1999 Schedule II - Valuation and Qualifying Accounts All other Financial Statement Schedules have been omitted because the required information is shown in the financial statements or notes thereto, the amounts involved are not significant, or the schedules are not applicable. 3. Exhibits
Exhibit Number Name of Exhibit ------ --------------- 3.1(1) Certificate of Incorporation of Modtech Holdings, Inc. 3.2(1) Bylaws of Modtech Holdings, Inc. 10.1(2) Modtech, Inc.'s 1996 Stock Option Plan. 10.2(3) Transaction Advisory Agreement. 10.3(4) Employment Agreement between the Company and Evan M. Gruber. 10.4(4) Employment Agreement between the Company and Patrick Van Den Bossche. 10.5(4) Employment Agreement between the Company and Michael G. Rhodes. 10.6(5) Amendment to Loan and Security Agreement (paid off December 4, 1998). 10.7(6) Industrial Development Bond agreements (paid off June 1, 1998).
18 19 10.8(6) Lease between the Company and Pacific Continental Modular Enterprises, relating to the Barrett Street property in Perris, California. 10.9(6) Lease between the Company and Gerald Bashaw, relating to the Morgan Street property in Perris, California. 10.10(6) Lease between the Company and BMG, relating to the property in Lathrop, California. 10.11(6) Form of Indemnity Agreement between the Company and its executive officers and directors. 10.12(3) Financial Advisory Services Agreement. 10.13(7) Credit Agreement 23.1 Independent Auditors' Consent 27 Financial Data Schedule
- ---------- (1) Incorporated by reference to Modtech Holdings, Inc.'s Registration Statement on Form S-4 filed with the Commission on October 27, 1998 (Commission File No. 333-69033). (2) Incorporated by reference to Modtech, Inc.'s Registration Statement on form S-8 filed with the Commission on December 11, 1996 (Commission File No. 333-17623). (3) Incorporated by reference to Amendment No. 2 to Modtech Holdings, Inc.'s Registration Statement on Form S-4, filed with the Commission on January 11, 1999 (Commission File No. 333-69033). (4) Incorporated by reference to Amendment No. 1 to Modtech Holdings, Inc.'s Registration Statement on Form S-4, filed with the Commission on December 15, 1998 (Commission File No. 333-69033). (5) Incorporated by reference to Modtech, Inc.'s Registration Statement on Form S-1 filed with the Commission on October 9, 1997 (Commission File No. 333-37473). (6) Incorporated by reference to Modtech, Inc.'s Registration Statement on Form S-1 filed with the Commission on June 6, 1990 (Commission File No. 033-35239). (7) Incorporated by reference to Modtech Holdings, Inc.'s Form 10-K filed with the Commission on April 15, 1999 (Commission File No. 000-25161). 19 20 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: March 29, 2000 MODTECH HOLDINGS, INC., a Delaware corporation By: /s/ SHARI L. WALGREN -------------------------------------- Shari L. Walgren Chief Financial Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been duly signed below by he following persons on behalf of the registrant and in the capacities and on the dates indicated.
Name Capacities Date - ---- ---------- ---- /s/ EVAN M. GRUBER Director, Chairman of the March 29, 2000 - ------------------ Board, Chief Executive Officer Evan M. Gruber /s/ ROBERT W. CAMPBELL Director March 29, 2000 - ---------------------- Robert W. Campbell /s/ DANIEL J. DONAHOE Director March 29, 2000 - --------------------- Daniel J. Donahoe /s/ CHARLES R. GWIRTSMAN Director March 29, 2000 - ------------------------ Charles R. Gwirtsman /s/ CHARLES A. HAMILTON Director March 29, 2000 - ----------------------- Charles A. Hamilton /s/ CHARLES C. McGETTIGAN Director March 29, 2000 - -------------------------- Charles C. McGettigan /s/ PATRICK VAN DEN BOSSCHE Director, President March 29, 2000 - --------------------------- Patrick Van Den Bossche /s/ MYRON A. WICK III Director March 29, 2000 - --------------------- Myron A. Wick III
20 21 MODTECH HOLDINGS, INC. Annual Report - Form 10-K Consolidated Financial Statements and Schedule December 31, 1997, 1998 and 1999 (With Independent Auditors' Report Thereon) 22 INDEPENDENT AUDITORS' REPORT The Board of Directors Modtech Holdings, Inc.: We have audited the accompanying consolidated balance sheets of Modtech Holdings, Inc. and subsidiaries as of December 31, 1998 and 1999, and the related consolidated statements of income, shareholders' equity and cash flows for each of the years in the three-year period ended December 31, 1999. In connection with our audits of the consolidated financial statements, we have also audited the financial statement schedule for the three-year period ended December 31, 1999. These consolidated financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Modtech Holdings, Inc. and subsidiaries as of December 31, 1998 and 1999 and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 1999, in conformity with generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein. /s/ KPMG LLP Orange County, California March 10, 2000 23 MODTECH HOLDINGS, INC. Consolidated Balance Sheets December 31, 1998 and 1999
ASSETS (NOTE 8) 1998 1999 ------------ ------------ Current assets: Cash and cash equivalents $ 40,142,355 $ 1,197,583 Contracts receivable, less allowance for contract adjustments of $429,107 in 1998 and $728,119 in 1999 (note 3) 12,923,491 18,891,918 Costs and estimated earnings in excess of billings on contracts (notes 4 and 10) 3,823,364 6,277,776 Inventories (note 5) 4,441,537 6,639,055 Due from affiliates (note 10) 2,343,968 962,908 Note receivable from affiliates (note 10) 45,212 45,212 Prepaid assets 261,525 443,954 Income tax receivable 2,367,924 -- Deferred tax assets (note 9) 3,440,199 2,636,515 Other current assets 18,502 120,648 ------------ ------------ Total current assets 69,808,077 37,215,569 ------------ ------------ Property and equipment, net (note 6) 12,313,675 13,872,324 Goodwill, net (note 7) -- 114,072,403 Covenants not to compete, net 42,500 1,974,067 Debt issuance costs, net -- 1,429,938 Other assets 709,017 158,367 ------------ ------------ $ 82,873,269 $168,722,668 ============ ============
See accompanying notes to consolidated financial statements. 24 MODTECH HOLDINGS, INC. Consolidated Balance Sheets December 31, 1998 and 1999
LIABILITIES AND SHAREHOLDERS' EQUITY 1998 1999 ------------ ------------ Current liabilities: Accounts payable $ 3,126,185 $ 6,258,625 Accrued compensation 2,665,231 3,193,523 Accrued insurance expense 1,410,887 369,590 Other accrued liabilities 3,338,717 4,013,869 Billings in excess of costs and estimated earnings on contracts (notes 4 and 10) 7,138,142 5,148,486 Current maturities of long-term debt (note 8) -- 7,000,000 ------------ ------------ Total current liabilities 17,679,162 25,984,093 ------------ ------------ Deferred tax liabilities (note 9) 97,366 66,195 Long-term debt, excluding current portion (note 8) -- 32,000,000 ------------ ------------ Total liabilities 17,776,528 58,050,288 ------------ ------------ Shareholders' equity: Series A preferred stock, $.01 par. Authorized 5,000,000 shares; issued and outstanding 388,939 in 1999 (note 13) -- 3,889 Common stock, $.01 par. Authorized 25,000,000 shares; issued and outstanding 9,871,409 and 13,134,360 in 1998 and 1999 (note 12) 98,714 131,344 Additional paid-in capital 39,854,127 77,006,238 Retained earnings 25,143,900 33,530,909 ------------ ------------ Total shareholders' equity 65,096,741 110,672,380 Commitments and contingencies (notes 4, 10, 17 and 20) ------------ ------------ $ 82,873,269 $168,722,668 ============ ============
See accompanying notes to consolidated financial statements. 25 MODTECH HOLDINGS, INC. Consolidated Statements of Income Years ended December 31, 1997, 1998 and 1999
1997 1998 1999 ------------- ------------- ------------- Net sales (notes 10 and 15) $ 134,050,485 $ 127,620,102 $ 167,227,690 Cost of goods sold (note 10) 107,367,035 97,765,554 138,667,671 ------------- ------------- ------------- Gross profit 26,683,450 29,854,548 28,560,019 Selling, general, and administrative expenses 5,155,987 4,738,884 7,500,488 Goodwill amortization (note 7) -- -- 2,546,570 ------------- ------------- ------------- Income from operations 21,527,463 25,115,664 18,512,961 ------------- ------------- ------------- Other income (expense): Interest expense (1,004,198) (204,535) (3,512,499) Interest income 95,551 1,301,952 429,599 Other, net 92,103 25,146 85,243 ------------- ------------- ------------- (816,544) 1,122,563 (2,997,657) ------------- ------------- ------------- Income before income taxes 20,710,919 26,238,227 15,515,304 Income taxes (note 9) (7,702,634) (9,708,144) (7,128,295) ------------- ------------- ------------- Net income $ 13,008,285 $ 16,530,083 $ 8,387,009 ------------- ------------- ------------- Series A preferred stock dividend (note 13) -- -- 136,128 Net income available to common stock $ 13,008,285 $ 16,530,083 $ 8,250,881 ============= ============= ============= Basic earnings per common share (note 14) $ 1.47 $ 1.68 $ 0.64 ============= ============= ============= Basic weighted-average shares outstanding (note 14) 8,853,786 9,857,422 12,986,067 ============= ============= ============= Diluted earnings per common share (note 14) $ 1.31 $ 1.50 $ 0.59 ============= ============= ============= Diluted weighted-average shares outstanding (note 14) 9,897,935 10,988,302 14,204,478 ============= ============= =============
See accompanying notes to consolidated financial statements. 26 MODTECH HOLDINGS, INC. Consolidated Statements of Shareholders' Equity Years ended December 31, 1997, 1998 and 1999
(ACCUMULATED SERIES A PREFERRED STOCK COMMON STOCK ADDITIONAL DEFICIT) ------------------------ ------------------------ PAID-IN RETAINED SHARES AMOUNT SHARES AMOUNT CAPITAL EARNINGS ----------- ---------- ---------- ---------- ----------- ------------ Balance, December 31, 1996 -- -- 8,649,436 86,494 19,620,994 (4,394,468) Exercise of options, including tax benefit of $753,874 (notes 9 and 12) -- -- 170,523 1,706 1,119,890 -- Secondary offering - Net (note 18) -- -- 1,000,000 10,000 18,590,018 -- Net income -- -- -- -- -- 13,008,285 ---------- ---------- ---------- ---------- ---------- ---------- Balance, December 31, 1997 -- -- 9,819,959 98,200 39,330,902 8,613,817 Exercise of options, including tax benefit of $451,563 (notes 9 and 12) -- -- 51,450 514 523,225 -- Net income -- -- -- -- -- 16,530,083 ---------- ---------- ---------- ---------- ---------- ---------- Balance, December 31, 1998 -- -- 9,871,409 98,714 39,854,127 25,143,900 Exercise of options, including tax benefit of $770,648 (notes 9 and 12) -- -- 268,149 2,682 1,368,040 -- Issuance of preferred stock (note 13) 388,939 3,889 -- -- -- -- Issuance of common stock in connection with acquisition (note 2) -- -- 4,587,824 45,878 75,694,171 -- Modtech Merger distribution (note 2) -- -- (1,593,022) (15,930) (39,910,100) -- Net income -- -- -- -- -- 8,387,009 ---------- ---------- ---------- ---------- ---------- ---------- Balance, December 31, 1999 388,939 $ 3,889 13,134,360 $ 131,344 $77,006,238 $33,530,909 ========== ========== ========== ========== ========== ==========
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. 27 MODTECH HOLDINGS, INC. Consolidated Statements of Cash Flows Years ended December 31, 1997, 1998 and 1999
1997 1998 1999 ------------ ------------ ------------ Cash flows from operating activities: Net income $ 13,008,285 $ 16,530,083 $ 8,387,009 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 1,344,098 1,247,557 5,270,027 Provision for contract adjustments -- -- 280,000 Loss (gain) on sale of equipment (9,177) (1,500) 32,112 (Increase) decrease in assets, net of effects from acquisitions: Contracts receivable (11,200,285) 8,922,813 (1,987,086) Costs and estimated earnings in excess of billings (6,918,253) 12,197,622 (2,454,412) Inventories 235,195 54,579 3,167,029 Amounts due from affiliates (298,567) (1,291,334) 1,381,060 Prepaids and other assets 83,673 (543,045) 948,173 Income tax receivable -- (2,183,214) 3,185,950 Deferred tax assets (2,192,933) (960,702) 803,684 Increase (decrease) in liabilities, net of effects from acquisitions: Accounts payable (3,988,076) 186,075 (1,207,346) Accrued compensation 2,247,057 (974,453) 138,376 Accrued insurance expense 919,145 (59,838) (1,052,549) Other accrued liabilities 2,147,816 271,805 (497,875) Income tax payable 813,010 (852,028) -- Deferred tax liabilities -- 97,366 (31,171) Billings in excess of costs and earnings 5,849,300 140,792 (1,989,656) ------------ ------------ ------------ Net cash provided by operating activities 2,040,288 32,782,578 14,373,325 ------------ ------------ ------------ Cash flows from investing activities: Proceeds from sale of property and equipment 60,604 1,500 649,669 Purchase of property and equipment (4,071,968) (2,125,613) (2,268,112) Purchase of covenants not to compete -- (50,000) (122,500) Acquisition of subsidiaries -- (750,000) (49,515,499) ------------ ------------ ------------ Net cash used in investing activities (4,011,364) (2,924,113) (51,256,442) ------------ ------------ ------------ (Continued)
28 MODTECH HOLDINGS, INC. Consolidated Statements of Cash Flows, Continued
1997 1998 1999 ------------ ------------ ------------ Cash flows from financing activities: Net principal payments under revolving credit lines $ (5,901,668) $ (42,185) $ -- Net principal borrowings (payments) on long-term debt (625,000) (1,374,952) 39,000,000 Payment of debt issuance costs -- -- (1,733,258) Net proceeds from issuance of common stock 19,721,614 72,176 600,074 Modtech Merger distribution -- -- (39,928,471) ------------ ------------ ------------ Net cash provided by (used in) financing activities 13,194,946 (1,344,961) (2,061,655) ------------ ------------ ------------ Net increase (decrease) in cash 11,223,870 28,513,504 (38,944,772) Cash at beginning of year 404,981 11,628,851 40,142,355 ------------ ------------ ------------ Cash at end of year $ 11,628,851 $ 40,142,355 $ 1,197,583 ============ ============ ============
See accompanying notes to consolidated financial statements. 29 MODTECH HOLDINGS, INC. Notes to Consolidated Financial Statements December 31, 1997, 1998 and 1999 (1) DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES DESCRIPTION OF BUSINESS Modtech Holdings, Inc. and its subsidiaries (the Company) design, manufacture, market and install modular relocatable classrooms and other modular buildings for commercial use. The Company's classrooms are sold primarily to California school districts. The Company also sells classrooms to the State of California and to leasing companies, who lease the classrooms principally to California school districts. The Company's modular classrooms include standardized units prefabricated at its manufacturing facilities, as well as customized units that are modular in design but constructed on site using components manufactured by the Company. The Company also designs and manufactures modular, portable buildings to customer specifications for a wide array of uses, including governmental, healthcare, educational, airport and correctional facilities; office and retail space; daycare centers; libraries; churches; construction trailers; golf clubhouses; police stations; convenience stores; fast food restaurants; and sales offices. The buildings are sold primarily through a network of sales and leasing companies to a wide range of end users. PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the financial statements of Modtech Holdings, Inc. and its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. USE OF ESTIMATES Preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates. FAIR VALUE OF FINANCIAL INSTRUMENTS The carrying value of cash and cash equivalents, contracts receivable and note receivable, costs and estimated earnings in excess of billings on contracts, prepaid and other assets, accounts payable, accrued liabilities, billings in excess of estimated earnings on contracts and long-term debt are measured at cost which approximates their fair value. REVENUE RECOGNITION Construction Contracts Contracts are recognized using the percentage-of-completion method of accounting and, therefore, take into account the costs, estimated earnings and revenue to date on contracts not yet completed. Revenue recognized is that percentage of the total contract price that cost expended to date bears to anticipated final total cost, based on current estimates of costs to complete. 30 MODTECH HOLDINGS, INC. Notes to Consolidated Financial Statements, Continued Contract costs include all direct material and labor costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs, and depreciation costs. Selling, general, and administrative costs are charged to expense as incurred. At the time a loss on a contract becomes known, the entire amount of the estimated ultimate loss is recognized in the financial statements. The current asset, "Costs and Estimated Earnings in Excess of Billings on Contracts," represents revenues recognized in excess of amounts billed. The current liability, "Billings in Excess of Costs and Estimated Earnings on Contracts," represents billings in excess of revenues recognized. The current contra asset, "Allowance for Contract Adjustments," is management's estimated adjustments to contract amounts due to disputes and or litigation. Other Products Sales of other products are recorded upon completion and transfer of title to the customer. INVENTORIES Inventories are valued at the lower of cost or market. Cost is determined by the first-in, first-out (FIFO) method. PROPERTY AND EQUIPMENT Property and equipment are stated at cost. Depreciation and amortization are calculated using the straight-line and accelerated methods over the following estimated useful lives: Leasehold improvements 15 to 31 years Machinery and equipment 5 to 7 years Trucks and automobiles 3 to 5 years Office equipment 5 to 7 years IMPAIRMENT OF LONG-LIVED ASSETS AND LONG-LIVED ASSETS HELD FOR DISPOSAL Long-lived assets and certain identifiable intangibles are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceed the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. GOODWILL The costs in excess of the fair market value of net assets acquired for each acquisition is recorded as goodwill and amortized using the straight-line method over a period of 40 years. The Company evaluates the recoverability of these costs based upon expectations of non-discounted cash flows. DEBT ISSUANCE COSTS Debt issuance costs have been deferred and are being amortized over the term of the credit facility of five years. 31 MODTECH HOLDINGS, INC. Notes to Consolidated Financial Statements, Continued STOCK OPTION PLANS Prior to January 1, 1996, the Company accounted for stock option plans in accordance with the provisions of Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued to Employees," and related interpretations. As such, compensation expense would be recognized on the date of grant only if the current market price of the underlying stock exceeded the exercise price. On January 1, 1996, the Company adopted Statement of Financial Accounting Standard No. 123 (SFAS No. 123), "Accounting for Stock-Based Compensation," which permits entities to recognize as expense over the vesting period the fair value of all stock-based awards on the date of grant. Alternatively, SFAS No. 123 also allows entities to continue to apply the provisions of APB Opinion No. 25 and provide pro forma net income and pro forma earnings per share disclosures for employee stock option grants made in 1995 and future years as if the fair-value-based method defined in SFAS No. 123 had been applied. The Company has elected to continue to apply the provision of APB Opinion No. 25 and provide the pro forma disclosure provisions of SFAS No. 123. EARNINGS PER SHARE The Company accounts for earnings per share in accordance with SFAS No. 128, "Earnings per Share." This Statement requires the presentation of both basic and diluted net income per share for financial statement purposes. Basic net income per share is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding. Diluted net income per share includes the effect of the potential common shares outstanding. INCOME TAXES Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. RECLASSIFICATION Certain amounts in the 1997 and 1998 financial statements have been reclassified to conform to the 1999 presentation. (2) ACQUISITIONS SPI Merger On February 16, 1999, Modtech, Inc. ("Modtech") and SPI Holdings, Inc., a Colorado corporation ("SPI") merged pursuant to the Agreement and Plan of Reorganization and Merger, dated as of September 28, 1998 (the "Merger Agreement"), between Modtech and SPI. SPI is a designer, manufacturer and wholesaler of commercial and light industrial modular buildings. Pursuant to the Merger Agreement, SPI merged with a subsidiary of Modtech Holdings, Inc. ("Holdings"), a newly formed Delaware corporation (the "SPI Merger"). Concurrently, Modtech merged with a separate subsidiary of Holdings (the "Modtech Merger"). Pursuant to the mergers, both SPI and Modtech became wholly owned subsidiaries of Holdings. 32 MODTECH HOLDINGS, INC. Notes to Consolidated Financial Statements, Continued In connection with the SPI Merger, SPI stockholders received approximately $8 million in cash and approximately 4.6 million shares of Holdings Common Stock. Holdings refinanced approximately $32 million of SPI debt. In connection with the Modtech Merger, Modtech stockholders received approximately $40 million in cash, approximately 8.3 million shares of Holdings Common Stock and 388,939 shares of Holdings Series A Preferred Stock. In connection with both mergers, the Company incurred a total of approximately $51 million of debt (see note 8). The following unaudited pro forma operating results for the Company assume the SPI Merger had been completed as of the beginning of the years presented. The pro forma operating results are adjusted to give effect to the mergers. Additionally, pro forma adjustments have been made for the acquisitions consummated by SPI prior to the merger. Pro forma net sales, in thousands, are $200,260 and $172,870 for 1998 and 1999, respectively. Pro forma net income, in thousands, are $14,480 and $7,930 for 1998 and 1999, respectively. Pro forma diluted earnings per share are $1.03 and $0.57 for 1998 and 1999, respectively. The purchase price for the SPI Merger, including acquisition costs, was approximately $89 million. The SPI Merger has been accounted for as a purchase and, accordingly, the results of operations of SPI are included in the Company's consolidated statements of income from the date of acquisition. The excess of fair value of net assets acquired was approximately $115.2 million, and is being amortized on a straight-line basis over 40 years. The purchase price allocation of the SPI Merger is as follows:
Current assets $ 8,636,887 Property and equipment 1,499,721 Other tangible assets 189,278 Identifiable intangible assets 2,476,814 Current liabilities (4,724,118) Current portion of long-term debt (10,787,419) Long-term debt (23,462,179) ------------- Net liabilities assumed (26,171,016) Total Aggregate Purchase Price (89,017,553) ------------- Goodwill $ 115,188,569 =============
Coastal Acquisition On March 22, 1999, the Company purchased 100% of the stock of Coastal Modular Buildings, Inc. ("Coastal"). Coastal designs and manufactures modular relocatable classrooms and other modular buildings for commercial use. Coastal is based in St. Petersburg, Florida. The acquisition of Coastal has been accounted for as a purchase and, accordingly, the results of operations of Coastal are included in the Company's consolidated statements of income from the date of acquisition. Pro forma amounts for the Coastal Acquisition are not included, as the effect is not material to the Company's consolidated financial statements. 33 MODTECH HOLDINGS, INC. Notes to Consolidated Financial Statements, Continued (3) CONTRACTS RECEIVABLE Contracts receivable consisted of customer billings for:
1998 1999 ------------ ------------ Completed contracts $ 5,936,682 $ 14,032,792 Contracts in progress 5,134,815 3,402,813 Retentions 2,281,101 2,184,432 ------------ ------------ 13,352,598 19,620,037 Less allowance for contract adjustments (429,107) (728,119) ------------ ------------ $ 12,923,491 $ 18,891,918 ============ ============
(4) COSTS AND ESTIMATED EARNINGS IN EXCESS OF BILLINGS ON CONTRACTS Net costs and estimated earnings in excess of billings on contracts consisted of:
1998 1999 ------------ ------------ Net costs and estimated earnings on uncompleted contracts $ 96,036,279 $ 97,439,346 Billings to date (99,722,520) (96,381,190) ------------ ------------ (3,686,241) 1,058,156 Net under billed receivables from completed contracts 371,463 71,134 ------------ ------------ $ (3,314,778) $ 1,129,290 ============ ============
34 MODTECH HOLDINGS, INC. Notes to Consolidated Financial Statements, Continued These amounts are shown in the accompanying balance sheets under the following captions:
1998 1999 ----------- ----------- Costs and estimated earnings in excess of billings on uncompleted contracts $ 3,372,864 $ 6,125,424 Costs and estimated earnings in excess of billings on completed contracts 450,500 152,352 ----------- ----------- Costs and estimated earnings in excess of billings 3,823,364 6,277,776 ----------- ----------- Billings in excess of costs and estimated earnings on uncompleted contracts (7,059,106) (5,067,267) Billings in excess of costs and estimated earnings on completed contracts (79,036) (81,219) ----------- ----------- Billings in excess of costs and estimated earnings (7,138,142) (5,148,486) ----------- ----------- $(3,314,778) $ 1,129,290 =========== ===========
(5) INVENTORIES Inventories consist of:
1998 1999 ---------- ---------- Raw Materials $4,441,537 $5,403,931 Work in process -- 1,075,149 Finished Goods -- 159,975 ---------- ---------- $4,441,537 $6,639,055 ========== ==========
(6) PROPERTY AND EQUIPMENT, NET Property and equipment, net consists of:
1998 1999 ------------ ------------ Leasehold improvements $ 11,528,459 $ 12,365,370 Machinery and equipment 4,508,908 5,331,095 Office equipment 651,436 1,401,475 Construction in progress 293,860 1,073,738 Trucks and automobiles 191,402 415,447 Land 451,281 -- ------------ ------------ 17,625,346 20,587,125 Less accumulated depreciation and amortization (5,311,671) (6,714,801) ------------ ------------ $ 12,313,675 $ 13,872,324 ============ ============
35 MODTECH HOLDINGS, INC. Notes to Consolidated Financial Statements, Continued (7) GOODWILL Goodwill and accumulated amortization consists of the following:
1998 1999 ------------- ------------- Goodwill $ -- $ 116,618,973 Less accumulated amortization -- (2,546,570) ------------- ------------- $ -- $ 114,072,403 ============= =============
(8) LONG-TERM DEBT AND REVOLVING LOAN The Company obtained a new $100 million credit facility with a bank in February 1999. The credit facility provides for a $30 million revolving loan, a 5-year term loan of $45 million and a delayed draw 5-year term loan of $25 million. The credit facility is secured by all the Company's assets, as well as the Company's stock ownership in its subsidiaries. The credit facility expires in February 2004. No amounts were outstanding under the revolving loan commitment at December 31, 1999. The Company has one standby letter of credit issued under the credit facility for $552,477 on which no amounts were outstanding as of December 31, 1999. Indebtedness under the credit facility bears interest at the lower of (1) LIBOR plus additional interest of between 1.5% and 2.25%, or (2) a rate equal to the greater of (i) the Federal funds rate plus 0.5% or (ii) the bank's prime rate, plus in either case an additional interest of between 0.25% to 1.0%. The additional interest charge is based upon certain financial ratios. The credit facility contains various financial covenants for which the Company was in compliance at December 31, 1999, including restrictions on additional borrowings. The term loans are subject to mandatory repayment in certain events, including from the proceeds of any securities offerings by the Company. Long-term debt consists of:
1998 1999 ------------ ------------ Term Loan $ -- $ 37,000,000 Delayed Draw Term Loan -- 2,000,000 ------------ ------------ 39,000,000 Less current portion of long-term debt -- (7,000,000) ------------ ------------ $ -- $ 32,000,000 ============ ============
Long-term debt maturities for the next four years are as follows: $7,000,000 in 2000, $8,400,000 in 2001, $9,600,000 in 2002 and $14,000,000 in 2003. 36 MODTECH HOLDINGS, INC. Notes to Consolidated Financial Statements, Continued (9) INCOME TAXES The components of the 1997, 1998 and 1999 provision for Federal and state income tax (expense) benefit computed in accordance with Financial Accounting Standard No. 109 are summarized below:
1997 1998 1999 ------------ ------------ ------------ Current: Federal $ (7,874,257) $ (8,585,201) $ (4,968,324) State (2,021,309) (2,272,844) (1,387,457) ------------ ------------ ------------ (9,895,566) (10,858,045) (6,355,781) Deferred: Federal 1,634,085 593,693 (640,252) State 558,847 556,208 (132,262) ------------ ------------ ------------ $ (7,702,634) $ (9,708,144) $ (7,128,295) ============ ============ ============
Income tax (expense) benefit attributable to income from operations differed from the amounts computed by applying the U.S. Federal income tax rate to pretax income from operations as a result of the following:
1997 1998 1999 ---------- ---------- ---------- Taxes, U.S. statutory rates (35.0%) (35.0%) (35.0%) State taxes, less Federal benefit (4.5) (4.0) (4.5) Effect of non-deductible expenses -- -- (5.8) Reduction in Federal valuation allowance -- 2.0 -- Utilization of income tax benefit relating to loss carryover 3.8 -- -- Other (1.5) -- (0.7) ---------- ---------- ---------- Total taxes on income (37.2%) (37.0%) (46.0%) ========== ========== ==========
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's deferred tax assets and liabilities as of December 31, 1998 and 1999 are as follows:
1998 1999 ---------- ---------- Deferred tax assets: Reserves and accruals not recognized for income tax purposes $2,672,468 $2,063,717 State taxes 578,535 295,588 Other 265,732 379,736 ---------- ---------- Total gross deferred tax assets 3,516,735 2,739,041 ========== ==========
37 MODTECH HOLDINGS, INC. Notes to Consolidated Financial Statements, Continued Deferred tax liabilities: Prepaids $ (165,720) $ (80,192) Depreciation -- (78,813) Revenue recognition (8,182) (9,716) ----------- ----------- Total gross deferred tax liabilities (173,902) (168,721) ----------- ----------- Net deferred tax assets $ 3,342,833 $ 2,570,320 =========== ===========
These amounts have been presented in the balance sheet as follows:
1998 1999 ----------- ----------- Current deferred tax assets $ 3,440,199 $ 2,636,515 Noncurrent deferred tax liabilities (97,366) (66,195) ----------- ----------- Total deferred tax assets $ 3,342,833 $ 2,570,320 =========== ===========
Management believes the existing net deductible temporary differences will reverse during periods in which the Company will have the ability to utilize the deductions to offset other reversing temporary differences which give rise to taxable income. (10) TRANSACTIONS WITH RELATED PARTIES SALES The Company sells modular classrooms to certain companies and partnerships, the shareholders and partners of which are either shareholders or an officer of the Company. The buildings are then leased to various school districts by the related companies and partnerships. The table below summarizes the classroom sales to related parties:
1997 1998 1999 ---------- ---------- ---------- Sales $2,942,313 $2,675,457 $6,271,813 Cost of goods sold 2,530,803 2,116,691 5,128,455 Gross profit percentage 13.99% 20.90% 18.23% ========== ========== ==========
The related party purchases modular relocatable classrooms from the Company, upon standard terms and at standard wholesale prices. 38 MODTECH HOLDINGS, INC. Notes to Consolidated Financial Statements, Continued Due from affiliates includes a portion of unpaid invoices as a result of the above transactions. As of December 31, 1998 and 1999 these amounts totaled $2,171,896 and $786,315, respectively. Additional amounts arising from these transactions are included in the following captions:
1998 1999 ----------- ----------- Costs and estimated earnings in excess of billings on uncompleted contracts $ 492,418 $ 1,888,141 Billings in excess of costs and estimated earnings on uncompleted contracts (90,838) (31,388) =========== ===========
NOTE RECEIVABLE At December 31, 1998 and 1999, the Company had a note receivable from a related party partnership in the amount of $45,212. The partnership is composed of an officer and shareholders of the Company. The note bears interest at 10% and is payable upon demand. Unpaid interest related to this note and two other related party notes with principal repayment in 1996 totaled $160,590 at December 31, 1998 and $165,111 at December 31, 1999 and is included in due from affiliates. OPERATING LEASES Certain manufacturing facilities are leased from the Company's Chairman and partnerships composed of an officer and certain shareholders. These related party leases require monthly payments which aggregate $31,000. In connection with the lease at the Lathrop facility, the Company made an $83,000 security deposit during 1990. Future minimum lease payments under these leases are discussed in note 17. Included in cost of goods sold is $444,000, $478,000 and $376,000 in rent expense paid to related parties for the years ended December 31, 1997, 1998, and 1999, respectively. (11) 401(k) PLANS The Company has tax deferred savings plans under Section 401(k) of the Internal Revenue Code. Eligible employees can contribute up to 12% of gross annual earnings. Company contributions are made on a 50% matching basis of eligible contributions. The Company's contributions were $77,016, $100,452 and $179,861 in 1997, 1998, and 1999, respectively. (12) STOCK OPTIONS In 1989, the Company's shareholders approved a stock option plan (the 1989 Plan). The 1989 Plan provides for the grant of both incentive and non-qualified options to purchase up to 400,000 shares of the Company's common stock. The incentive stock options can be granted only to employees, including officers of the Company, while non-qualified stock options can be granted to employees, non-employee officers and directors, consultants, vendors, customers and others expected to provide significant services to the Company. The exercise price of the stock options cannot be less than the fair market at the date of the grant (110% if granted to an employee who owns 10% or more of the common stock). All of these options were granted prior to 1999. 39 MODTECH HOLDINGS, INC. Notes to Consolidated Financial Statements, Continued In March of 1994, pursuant to a vote of the Board of Directors, a non-qualified option plan was approved (the March 1994 Plan). The March 1994 Plan provides for the grant of 200,000 options to purchase shares of the Company's common stock. The exercise price of the stock options cannot be less than the fair market at the date of the grant. All of these options were granted during 1994. In May of 1994, the Board of Directors voted and approved an additional stock option plan (the May 1994 Plan). The May 1994 Plan provides for the grant of both incentive and non-qualified options to purchase up to 500,000 shares of the Company's common stock. The incentive stock options can be granted only to employees, including officers of the Company, while non-qualified stock options can be granted to employees, non-employee officers and directors, consultants, vendors, customers and others expected to provide significant services to the Company. The exercise price of the stock options cannot be less than the fair market at the date of the grant (110% if granted to an employee who owns 10% or more of the common stock). All of these options were granted prior to 1999. In July 1996, the Company's Board of Directors authorized the grant of options to purchase up to 500,000 shares of the Company's common stock. The non-statutory options may be granted to employees, non-employee officers and directors, consultants, vendors, customers and others expected to provide significant service to the Company. The exercise price of the stock options cannot be less than the fair market value at the date of the grant (110% if granted to an employee who owns 10% or more of the common stock). All of these options were granted prior to 1999. In 1999, the Company's shareholders approved a stock option plan (the 1999 Plan). The 1999 Plan provides for the grant of non-statutory options to purchase up to 1,250,000 shares of the Company's common stock. The non-statutory options may be granted to employees, officers, directors, consultants, independent contractors and others expected to provide significant service to the Company. The exercise price of the stock options cannot be less than the fair market at the date of the grant (110% if granted to an employee who owns 10% or more of the common stock). Stock options outstanding under the Company's Stock Option Plans are summarized as follows:
WEIGHTED AVERAGE SHARES EXERCISE PRICE ------------- -------------- December 31, 1995 960,000 $ 1.63 Granted 315,000 3.26 Exercised (142,000) 1.77 Terminated (37,500) 1.50 ------------- ------------- December 31, 1996 1,095,500 2.08 Granted 270,833 9.05 Exercised (120,523) 2.55 Terminated (5,202) 10.48 ------------- ------------- December 31, 1997 1,240,608 3.52 Granted 170,869 19.69 Exercised (51,450) 1.40 ------------- ------------- December 31, 1998 1,360,027 5.63 Granted 438,631 9.00
40 MODTECH HOLDINGS, INC. Notes to Consolidated Financial Statements, Continued SPI Merger 389,909 2.26 Modtech Merger (178,864) 4.61 Exercised (268,149) 2.24 Terminated (71,513) 7.27 ---------- ---------- December 31, 1999 1,670,041 $ 6.32 ========== ==========
As of December 31, 1999, 1,064,542 options are vested and exercisable at prices ranging from $1.19 to $20.57 per share. All stock options have a maximum term of ten years and become fully exercisable in accordance with a predetermined vesting schedule which varies. The per share weighted-average fair value of stock options granted during 1997, 1998 and 1999 was $9.05, $11.27 and $5.06, respectively, on the date of grant using the Black Scholes option-pricing model with the following weighted-average assumptions:
1997 1998 1999 ------- ------- ------- Expected dividend yield 0% 0% 0% Average risk-free interest rate 7.8% 5.6% 5.5% Volatility factor 73.06% 71.15% 69.40% Expected life 4 years 4 years 4 years ======= ======= =======
The Company applies APB Opinion No. 25 in accounting for its Plans and, accordingly, no compensation cost has been recognized for its stock options in the financial statements. Had the Company determined compensation cost based on the fair value at the grant date for its stock options under SFAS No. 123, the Company's net income would have been reduced to the pro forma amounts indicated below:
1997 1998 1999 ------------- ------------- ------------- Net Income As Reported $ 13,008,285 $ 16,530,083 $ 8,387,009 Pro Forma 12,044,970 15,424,671 8,054,385 ============= ============= ============= Basic earnings per share As Reported $ 1.47 $ 1.68 $ 0.64 Pro forma 1.36 1.57 0.61 ============= ============= ============= Diluted earnings per share As Reported $ 1.31 $ 1.50 $ 0.59 Pro Forma 1.22 1.40 0.57 ============= ============= =============
(13) SERIES A PREFERRED STOCK In conjunction with the Modtech Merger, 388,939 shares of Series A Preferred Stock were issued in February 1999. The Series A Preferred Stock has no voting rights, including, without limitation, the right to vote on the election of directors, mergers, reorganization or a sale of all or substantially all of the 41 MODTECH HOLDINGS, INC. Notes to Consolidated Financial Statements, Continued Company's assets. Dividends will accrue on each share of Series A Preferred Stock at the rate of $0.40 per annum. Dividends may not be paid on the Company's common stock until all accrued dividends on the Series A Preferred Stock are paid or declared and set aside for payment. Subject to proportional adjustments due to stock splits, reverse stock splits and similar transactions, each share of Series A Preferred Stock is convertible into one share of the Company's common stock at any time following two years after their date of issuance. Each outstanding share of Series A Preferred Stock will automatically be converted into the Company's common stock upon the fourth anniversary date of its issuance or upon a change in control. (14) EARNINGS PER SHARE The following table illustrates the calculation of basic and diluted earnings per common share under the provisions of SFAS No. 128:
1997 1998 1999 ------------- ------------- ------------- BASIC Net income $ 13,008,285 $ 16,530,083 $ 8,387,009 Dividends on preferred stock (note 11) -- -- 136,128 ------------- ------------- ------------- Net income available to common stock $ 13,008,285 $ 16,530,083 $ 8,250,881 ============= ============= ============= Weighted-average common shares outstanding 8,853,786 9,857,422 12,986,067 ============= ============= ============= Basic earnings per common share $ 1.47 $ 1.68 $ 0.64 ============= ============= ============= DILUTED Net income $ 13,008,285 $ 16,530,083 $ 8,387,009 ============= ============= ============= Weighted-average common shares outstanding 8,853,786 9,857,422 12,986,067 Add: Conversion of preferred stock -- -- 388,939 Exercise of options 1,044,149 1,130,880 829,472 ------------- ------------- ------------- Adjusted weighted-average common shares outstanding 9,897,935 10,988,302 14,204,478 ============= ============= ============= Diluted earnings per common share $ 1.31 $ 1.50 $ 0.59 ============= ============= =============
Options to purchase 551,096 shares of common stock were outstanding during 1999 but were not included in the computation of diluted earnings per shares because the option exercise price was greater than the average market price of the common shares and therefore, the effect would be anti-dilutive. (15) MAJOR CUSTOMER Sales to two major customers represented the following percentage of net sales:
1997 1998 1999 ---- ---- ---- Customer A 4% 11% 6% Customer B 11% 5% 4% ==== ==== ====
42 MODTECH HOLDINGS, INC. Notes to Consolidated Financial Statements, Continued (16) SUPPLEMENTAL CASH FLOW DISCLOSURES SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
1997 1998 1999 ----------- ----------- ----------- Cash paid during the year for: Interest $ 1,058,256 $ 209,677 $ 3,209,179 =========== =========== =========== Income taxes $ 8,400,000 $13,755,000 $ 2,320,000 =========== =========== ===========
(17) COMMITMENTS AND CONTINGENCIES LAND LEASES The Company has entered into agreements to lease land at its manufacturing facilities. Minimum lease payments under these noncancelable operating leases for the next five years and thereafter are as follows:
Year ending December 31: 2000 $ 1,894,000 2001 1,845,000 2002 1,583,000 2003 1,236,000 2004 839,000 Thereafter 6,577,000 ----------- $13,974,000 ===========
Of the $13,974,000 in future rental payments, $6,600,000 is payable to related parties (note 10). Rent expense for the years ended December 31, 1997, 1998 and 1999 was $552,000, $713,000 and $2,139,000, respectively. (18) SECONDARY STOCK OFFERING In November 1997 the Company held a secondary offering of 1,000,000 shares of common stock, which were sold at $20 per share. The net proceeds to the Company were $18,600,000, after the deduction of underwriting discounts, commissions and offering expenses paid by the Company. The Company used a portion of the proceeds to repay amounts outstanding under the Company's $20,000,000 revolving loan agreement with a bank. The remaining net proceeds were used as additions to working capital. 43 MODTECH HOLDINGS, INC. Notes to Consolidated Financial Statements, Continued (19) WARRANTY The standard contractual warranty for the Company's modular buildings is one year, although it may be varied by contract specifications. Purchased equipment installed by the Company, such as air conditioning units, carry the manufacturers' standard warranty. To date, warranty costs incurred have been immaterial. (20) PENDING CLAIMS AND LITIGATION The Company is involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, the outcome of the claims will not have a material adverse effect on the Company's consolidated financial position, results of operations or liquidity. 44 Schedule II MODTECH HOLDINGS, INC. Valuation and Qualifying Accounts Years ended December 31, 1997, 1998, and 1999
BALANCE AT ACQUIRED AMOUNTS BEGINNING THROUGH CHARGED BALANCE AT DESCRIPTION OF YEAR ACQUISITION TO EXPENSE DEDUCTIONS END OF YEAR - ------------------------------------------------------------------------------------------------------------------------------ Allowance for contract adjustments: Year ended December 31, 1997 $ 413,373 $ -- $ -- $ (3,254) $ 410,119 ============ ============ ============ ============ ============ Year ended December 31, 1998 $ 410,119 $ 30,988 $ -- $ (12,000) $ 429,107 ============ ============ ============ ============ ============ Year ended December 31, 1999 $ 429,107 $ 50,000 $ 280,000 $ (30,988) $ 728,119 ============ ============ ============ ============ ============
45 EXHIBIT INDEX Exhibit Number Description - ------ ----------- 23.1 Independent Auditors' Consent 27 Financial Data Schedule EX-23 2 CONSENT OF EXPERTS AND COUNSEL 1 EXHIBIT 23.1 The Board of Directors Modtech Holdings, Inc.: We consent to incorporation by reference in the registration statements (No. 333-79023 and No. 333-81169) on Form S-8 of Modtech Holdings, Inc. of our report dated March 10, 2000, relating to the consolidated balance sheets of Modtech Holdings, Inc. and subsidiaries as of December 31, 1998, and 1999, and the related consolidated statements of income, retained earnings, and cash flows for each of the years in the three-year period ended December 31, 1999, and all related schedules, which report appears in the December 31, 1999, annual report on Form 10-K of Modtech Holdings, Inc. /s/ KPMG LLP Orange County, California March 30, 2000 EX-27 3 FINANCIAL DATA SCHEDULE
5 YEAR DEC-31-1999 JAN-01-1999 DEC-31-1999 1,197,583 0 19,620,037 728,119 6,639,055 37,215,569 20,587,125 6,714,801 168,722,668 25,984,093 0 3,889 0 131,344 110,537,147 168,722,668 167,227,690 167,227,690 138,667,671 138,667,671 10,047,058 0 3,082,900 15,515,304 7,128,295 7,128,295 0 0 0 8,387,009 0.64 0.59
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