-----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, MuWaQNfyeGVxzlmY1JLXDETmnliNfuCnzwtfvNBoxNSvK7jUop4afV39wgO8xO8c KJrmz1Z0Xyqh4/aWjMQBAg== 0000950148-96-000893.txt : 19960619 0000950148-96-000893.hdr.sgml : 19960619 ACCESSION NUMBER: 0000950148-96-000893 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960515 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMELCO CORP CENTRAL INDEX KEY: 0000004438 STANDARD INDUSTRIAL CLASSIFICATION: 1731 IRS NUMBER: 990068616 STATE OF INCORPORATION: CA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-06079 FILM NUMBER: 96566409 BUSINESS ADDRESS: STREET 1: 19208 S VERMONT AVE CITY: GARDENA STATE: CA ZIP: 90248 BUSINESS PHONE: 3103273070 MAIL ADDRESS: STREET 1: 19208 SOUTH VERMONT AVENUE CITY: GARDENA STATE: CA ZIP: 90248 10-Q 1 FORM 10-Q 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1996 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 or15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____to____ COMMISSION FILE NUMBER 0-6079 AMELCO CORPORATION (Exact name of registrant as specified in its charter) CALIFORNIA 99-0068616 ----------------- ----------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 19208 SOUTH VERMONT AVENUE GARDENA, CALIFORNIA 90248 --------------------------- ------ (Address of principal executive offices) (Zip Code) (310) 327-3070 (Registrant's telephone number, including area code) NOT APPLICABLE (Former name, former address and former fiscal year, if changed since last report) 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, and (2) has been subject to such filing requirements for the past 90 days. YES X NO ----- ----- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
OUTSTANDING AT CLASS OF COMMON STOCK MARCH 31, 1996 --------------------- ----------------- COMMON STOCK, WITHOUT PAR VALUE 1,443,088
2 AMELCO CORPORATION AND SUBSIDIARIES INDEX PART I. FINANCIAL INFORMATION PAGE ---- CONSOLIDATED BALANCE SHEETS- MARCH 31, 1996 AND SEPTEMBER 30, 1995 3 CONSOLIDATED STATEMENTS OF EARNINGS - SIX MONTHS ENDED MARCH 31, 1996 AND 1995 4 CONSOLIDATED STATEMENTS OF EARNINGS - THREE MONTHS ENDED MARCH 31, 1996 AND 1995 5 CONSOLIDATED STATEMENTS OF CASH FLOW- SIX MONTHS ENDED MARCH 31, 1996 AND 1995 6 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 8 PART II. OTHER INFORMATION 10 SIGNATURE PAGE 10
3 AMELCO CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
(UNAUDITED) March 31, September 30, 1996 1995 -------------- ----------------- ASSETS - - ------ Cash (note 4) $ 3,442,000 3,863,000 Receivables, net (note 2) 25,363,000 26,899,000 Inventories 179,000 175,000 Investment in and advances to joint ventures 34,000 78,000 Costs and recognized profits in excess of billings on uncompleted contracts 6,580,000 6,541,000 Deferred tax assets 261,000 231,000 Prepaid expenses and other 675,000 339,000 ---------------- --------------- Total Current Assets 36,534,000 38,126,000 Note receivable from related party, noncurrent 3,289,000 3,306,000 Other notes receivable and noncurrent investments 350,000 300,000 Property, plant and equipment, net 2,211,000 1,772,000 Other assets 163,000 125,000 ---------------- --------------- TOTAL ASSETS $ 42,547,000 43,629,000 ================ =============== LIABILITIES AND STOCKHOLDERS' EQUITY - - ------------------------------------ Short term borrowings $ 1,325,000 900,000 Current portion of long term debt 51,000 48,000 Short term notes payable 287,000 102,000 Accounts payable 13,031,000 15,986,000 Accrued expenses 3,471,000 2,831,000 Federal and state income taxes 22,000 - Billings in excess of costs and recognized profits on uncompleted contracts 7,057,000 6,548,000 Other current liabilities 481,000 550,000 ---------------- --------------- Total Current Liabilities 25,725,000 26,965,000 Long term debt, excluding current portion 1,836,000 1,863,000 Deferred federal and state income taxes 40,000 19,000 Minority interest in subsidiary 22,000 15,000 Stockholders' equity: Common stock, without par value, authorized 3,000,000 shares, issued 2,214,008 5,535,000 5,535,000 Additional paid-in capital 7,427,000 7,427,000 Retained earnings 4,974,000 4,816,000 ---------------- --------------- 17,936,000 17,778,000 Less treasury shares (3,012,000) (3,011,000) ---------------- --------------- Total stockholders' equity 14,924,000 14,767,000 ---------------- --------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 42,547,000 43,629,000 ================ ===============
4 AMELCO CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS SIX MONTHS ENDED MARCH 31, 1996 AND 1995 (UNAUDITED)
1996 1995 ---------------- --------------- Revenues $ 58,572,000 62,356,000 Costs and operating expenses 53,451,000 57,326,000 ---------------- --------------- Gross profit 5,121,000 5,030,000 General and administrative expenses 4,436,000 4,070,000 ---------------- --------------- Operating income 685,000 960,000 ---------------- --------------- Other income (expense): Interest expense (210,000) (166,000) Other, net 170,000 137,000 ---------------- --------------- Total other income (expense) (40,000) (29,000) ---------------- --------------- Earnings before income taxes 645,000 931,000 Income tax expense 264,000 391,000 Minority interest in earnings (loss) of subsidiary 6,000 (10,000) ---------------- --------------- Net earnings $ 375,000 550,000 ================= ============== Earnings per share: Net earnings per common share $ 0.26 $ 0.38 ================= ============== Weighted average number of common shares outstanding during the period 1,443,000 1,444,000 ================= ==============
5 AMELCO CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS THREE MONTHS ENDED MARCH 31, 1996 AND 1995 (UNAUDITED)
1996 1995 --------------- ------------ Revenues $ 31,094,000 31,006,000 Costs and operating expenses 28,492,000 28,553,000 --------------- ------------ Gross profit 2,602,000 2,453,000 General and administrative expenses 2,227,000 2,022,000 --------------- ------------ Operating income 375,000 431,000 --------------- ------------ Other income (expense): Interest expense (101,000) (91,000) Other, net 50,000 80,000 --------------- ------------ Total other income (expense) (51,000) (11,000) --------------- ------------ Earnings before income taxes 324,000 420,000 Income tax expense 133,000 183,000 Minority interest in earnings (loss) of subsidiary 3,000 (5,000) --------------- ------------ Net earnings $ 188,000 242,000 =============== ============ Earnings per share: Net earnings per common share $ 0.13 $ 0.17 =============== ============ Weighted average number of common shares outstanding during the period 1,443,000 1,444,000 =============== ============
6 AMELCO CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS SIX MONTHS ENDED MARCH 31, 1996 AND 1995 (UNAUDITED)
1996 1995 ----------------- --------------- Cash flows from operating activities: Net earnings $ 375,000 550,000 ----------------- --------------- Adjustments to reconcile income to net cash provided (used) by operating activities: Depreciation and amortization 205,000 197,000 Gain on sale of assets (7,000) (2,000) (Increase) decrease in assets and increase (decrease) in liabilities: Accounts receivable 1,536,000 3,468,000 Investment in joint venture 44,000 1,033,000 Inventories (4,000) (27,000) Costs and recognized profits in excess of billings on uncompleted contracts (39,000) (2,246,000) Prepaid expenses (336,000) (326,000) Other assets (38,000) (31,000) Accounts payable and accrued expenses (2,315,000) (3,193,000) Billings in excess of costs and recognized profits on uncompleted contracts 509,000 793,000 Income taxes payable 13,000 (167,000) Other liabilities (69,000) (105,000) ----------------- --------------- Total adjustments (501,000) (606,000) ----------------- --------------- Net cash (used) by operating activities $ (126,000) (56,000) ----------------- --------------- Cash flows from investing activities: Decrease (increase) in notes receivable and other investments (33,000) 15,000 Proceeds from sale of assets 8,000 4,000 Capital expenditures (645,000) (88,000) Other 6,000 (18,000) ----------------- --------------- Net cash (used) by investing activities $ (664,000) (87,000) ----------------- --------------- Cash flows from financing activities: Borrowings under revolving line of credit, net 425,000 550,000 Repayments of long term debt (24,000) (23,000) Borrowings under short term note payable 638,000 540,000 Repayments of short term note payable (453,000) (348,000) Dividends paid (217,000) (144,000) ----------------- --------------- Net cash provided by financing activities $ 369,000 575,000 ----------------- --------------- Net increase (decrease) in cash and cash equivalents (421,000) 432,000 Cash and cash equivalents at beginning of year 3,863,000 2,690,000 ----------------- --------------- Cash and cash equivalents at end of year $ 3,442,000 3,122,000 ================= ===============
7 AMELCO CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments, consisting of normal recurring adjustments necessary to present fairly the Company's financial position as of March 31, 1996 and September 30, 1995, the results of its operations for the three and six months ended March 31, 1996 and 1995 and changes in cash flow for the six months ended March 31, 1996 and 1995. These condensed financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's annual report on Form 10-K for the year ended September 30, 1995. 2. Retentions: Contract retentions which are collectible upon the owner's approval of contract performance on construction contracts are included under receivables and amount to $6,017,000 and $5,521,000 at March 31, 1996 and September 30, 1995, respectively. 3. Backlog: The backlog of uncompleted contracting work was approximately $80,988,000 on contracts in force as of March 31, 1996 , compared with $87,661,000 as of September 30, 1995, inclusive of the Company's proportionate share of contract backlog from joint ventures amounting to $274,000 and $40,000 at March 31, 1996 and September_30, 1995, respectively. 4. Cash: Cash balances at March 31, 1996 include approximately $2,093,000 in restricted time deposits maintained in lieu of retention which will be released upon completion of the related construction projects. Interest income on these deposits are credited to the Company. 5. Dividends: A $0.15 per share dividend was paid on February 15, 1996 to stockholders of record on February 1, 1996. The dividend amounted to $217,000. 8 AMELCO CORPORATION AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS CAPITAL RESOURCES AND LIQUIDITY Cash balances decreased from $3,863,000 at September 30, 1995 to $3,442,000 at March 31, 1996. This decrease in cash of $421,000 consisted of approximately $126,000 used by operating activities and $664,000 used by investing activities. The decrease was offset by $369,000 provided by financing activities. Cash used by operating activities consisted primarily of decreases in accounts payable and accrued expenses aggregating $2,315,000. This change was offset by net earnings from operating activities of $375,000, an increase in billings in excess of costs and recognized profits on uncompleted contracts of $509,000 and a decrease in receivables of $1,536,000. The increase in prepaid expenses of $336,000 reflects primarily prepaid insurance premiums for the fiscal 1996 year which were funded by a short-term note payable. Net cash provided by financing activities included a $425,000 increase in borrowings under the Company's lines of credit and $638,000 under a short term note to finance insurance premiums as mentioned above. These changes were offset by repayments of long term debt and short term notes amounting to $24,000 and $453,000, respectively, and the payment of a dividend to shareholders of $217,000 in February, 1996. Net cash used by investing activities consisted primarily of capital expenditures of $645,000 and an increase in noncurrent notes receivable and other investments aggregating $33,000. The Company's construction backlog amounted to approximately $80,988,000 at March 31, 1996, of which approximately $50.5 million was in California, $13.0 million was in Hawaii and the Pacific Basin, and $17.5 million in other continental U. S. states. The Company's revolving lines of credit, which were renewed in March 1996, have been increased from $6,000,000 to $7,000,000, under terms which are unchanged from those previously in effect. These short term credit facilities were increased to enhance the Company's ability to engage in new bidding opportunities in the future. At March 31, 1996, there was $1,325,000 borrowed under these lines of credit. Management believes that the present liquidity of the Company together with the availability of the aforementioned lines of credit are adequate to provide the necessary working capital to fund the Company's operations in the near term future. 9 AMELCO CORPORATION AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) RESULTS OF OPERATIONS Consolidated revenues decreased by 6.1% in the six month period ended March 31, 1996 as compared to the prior year. The change in the six month period results primarily from revenue decreases of approximately $2.7 million from the Hawaii operations and $1.4 million from construction operations in other western continental U. S. states. These decreases were partially offset by a revenue increase in the California operations of $0.3 million. These changes in revenue volume reflect primarily the degree of success in bidding on new work as well as the scheduling requirements of the customer, and are not necessarily indicative of revenue volume or profitability in future periods. Gross profits increased by $91,000 in the six month period ended March 31, 1996 as compared to the previous period. Gross profits as a percentage of revenue were 8.7% and 8.1% in the six month periods ended March 31, 1996 and 1995, respectively. The change in gross margins reflects improved margins on construction work performed in the current period in both the California and Hawaii markets. The Company continues to experience highly competitive conditions in the commercial and industrial construction market. Management's ability to enhance profit margins in its business is largely limited to its ability to identify profitable bidding opportunities, estimate accurately during the bidding stage and upon award, to effectively manage jobsite performance. General and administrative expenses for the six month period ended March 31, 1996 increased by approximately $366,000 as compared to the previous period. The change reflects increases in compensation paid to employees as well as the cost of additional project management and administrative staff, together with related office support expenses, incurred since the prior period. Interest expense increased by $44,000 in the six month period ended March 31, 1996 due primarily to increased utilization of the Company's lines of credit as compared to the previous period. 10 PART II OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The Company held its Annual Meeting of Shareholders on April 30, 1996 at which 1,389,060 or 96.3% of the outstanding shares were represented. At the meeting 99.9% of the voting shares were cast for the election of Samuel M. Angelich, Mark S. Angelich and John M. Carmack as directors for the ensuing year. SIGNATURES Pursuant to the requirements 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. Amelco Corporation Date: May 14, 1996 By /s/ Patrick T. Miike ------------ -------------------- Patrick T. Miike Chief Financial Officer, Vice President-Finance and Treasurer EX-27 2 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM (A) FORM 10-Q FOR THE SIX MONTHS ENDED MARCH 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH (B) FINANCIAL STATEMENTS. 1,000 6-MOS SEP-30-1996 OCT-01-1995 MAR-31-1996 3,442 0 25,648 285 179 36,534 8,057 5,846 42,547 25,725 1,836 0 0 5,535 9,389 42,547 58,572 58,572 53,451 53,451 0 0 210 645 264 375 0 0 0 375 0.26 0.26
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