-----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, Pvo4eKFbXXmLLzNZGTfPjURe9gHm/JDZ/rDPz1LyqagFQrOSyN648XwbozYD9+3D BpLr6EODsIovmUZiIkZl1A== 0000950153-03-001603.txt : 20030814 0000950153-03-001603.hdr.sgml : 20030814 20030814105717 ACCESSION NUMBER: 0000950153-03-001603 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030813 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEADOW VALLEY CORP CENTRAL INDEX KEY: 0000934749 STANDARD INDUSTRIAL CLASSIFICATION: WATER, SEWER, PIPELINE, COMM AND POWER LINE CONSTRUCTION [1623] IRS NUMBER: 880328443 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25428 FILM NUMBER: 03844136 BUSINESS ADDRESS: STREET 1: 4411 S 40TH ST STREET 2: STE D-11 CITY: PHOENIX STATE: AZ ZIP: 85040 BUSINESS PHONE: 6024375400 MAIL ADDRESS: STREET 1: 4411 S 40TH ST STREET 2: STE D-11 CITY: PHOENIX STATE: AZ ZIP: 85040 8-K 1 p68161e8vk.txt 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2003 MEADOW VALLEY CORPORATION (Exact Name of Registrant as Specified in Charter) Nevada 0-252428 88-0328443 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation Identification No.) 4411 South 40th Street, Suite D-11, Phoenix, Arizona 85040 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (602) 437-5400 Not Applicable (Former name or former address, if changed since last report.) ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits 99.18 Press Release dated August 13, 2003 ITEM 9. REGULATION FD DISCLOSURE (INCLUDING DISCLOSURE OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION PROVIDED UNDER ITEM 12). The information in this report is furnished pursuant to Item 9, "Regulation FD Disclosure" and Item 12, "Disclosure of Results of Operations and Financial Condition." On August 13, 2003, Meadow Valley Corporation issued a press release announcing its financial results for the fiscal quarter ended June 30, 2003. A copy of the press release is attached hereto as Exhibit 99.18 and hereby incorporated by reference. The information in this Form 8-K is being furnished under Item 9 and Item 12 and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. 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 hereunto duly authorized. Meadow Valley Corporation Date: August 13, 2003 By /s/ Bradley E. Larson ------------------------------ Bradley E. Larson Chief Executive Officer EX-99.18 3 p68161exv99w18.txt EX-99.18 EXHIBIT 99.18 [MEADOW VALLEY CORPORATION LOGO] 4411 South 40th St., Ste. D11 Phoenix, Arizona 85040 FOR IMMEDIATE RELEASE Telephone: (602) 437-5400 Fax: (602) 437-1681 INVESTOR CONTACT: COMPANY CONTACT: Neil Berkman Associates Bradley E. Larson (310) 277-5162 Chief Executive Officer info@BerkmanAssociates.com www.MeadowValley.com MEADOW VALLEY REPORTS SECOND QUARTER RESULTS PHOENIX, ARIZONA, August 13, 2003 . . . MEADOW VALLEY CORPORATION (NASDAQ:MVCO) announced today that net income for the second quarter ended June 30, 2003 was $0.52 million, or $0.14 per diluted share, on revenue of $41.97 million. This compares to net income of $0.39 million, or $0.11 per diluted share, for the second quarter of 2002 on revenue of $41.98 million. For the six months ended June 30, 2003, net income was $0.54 million, or $0.15 per diluted share, compared to $0.41 million, or $0.12 per diluted share, for the first six months of 2002. Revenue for this year's first half was $74.16 million compared to $76.98 million for the same period last year. SECOND QUARTER OPERATIONS REVIEW Revenue from Meadow Valley's construction materials business increased 31% to $12.10 million for the second quarter of 2003 compared to $9.21 million last year. Gross margin in this segment was 11.2% compared to 10.6% a year earlier. Revenue from the company's construction services business declined to $29.87 million from $32.76 million. However, gross margin increased to 3.8% from 3.5% for the same period last year. Overall gross margin for this year's second quarter was 5.9% compared to 5.0% for last year's second quarter. "We are gratified by the continued rapid growth and solid profitability of our construction materials business, as well as by the increase in gross margin in our construction services business. These are encouraging signs for Meadow Valley's future," said Bradley E. Larson, chief executive officer. BACKLOG The backlog of heavy construction projects at June 30, 2003 increased to $49.5 million compared to backlog of $47.7 million at June 30, 2002. ABOUT MEADOW VALLEY Meadow Valley Corporation, based in Phoenix, Arizona, is engaged in the construction industry as both a contractor and a supplier of construction materials. The Company's contracting services specialize in structural concrete construction of highway bridges and overpasses, and the paving of highways and airport runways while the Company's materials operations provide concrete, gravel products and asphalt to itself and to other contractors. The Company's current operations are concentrated in the Las Vegas, Phoenix, and Salt Lake City metropolitan areas. FORWARD-LOOKING STATEMENTS Certain statements in this release are forward-looking statements within the meaning of the Securities Litigation Reform Act of 1995. Such statements are based on current expectations, estimates and projections about the Company's business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors, including the following: changes in demand for the Company's products and services, product mix, the timing of new orders and contract awards, the impact of competitive products and pricing, excess or shortage of production capacity, and other risks discussed from time to time in the Company's Securities and Exchange Commission filings and reports, including the Company's Annual Report on Form 10-K for the year ended December 31, 2002. In addition, such statements could be affected by general industry and market conditions and growth rates, and general domestic economic conditions. Such forward-looking statements speak only as of the date on which they are made and the company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this release. (tables attached) #3370 MEADOW VALLEY CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Three Months Ended Six Months Ended June 30, June 30, ------------------------------ ------------------------------ 2003 2002 2003 2002 ---- ---- ---- ---- Revenue: Construction Services $ 29,866,194 $ 32,762,104 $ 52,229,216 $ 59,391,151 Construction Materials 12,104,155 9,214,113 21,935,244 17,590,199 ------------ ------------ ------------ ------------ Total revenue 41,970,349 41,976,217 74,164,460 76,981,350 ------------ ------------ ------------ ------------ Cost of revenue: Construction Services 28,733,952 31,617,737 50,247,657 57,420,766 Construction Materials 10,749,515 8,238,863 19,723,753 15,798,593 ------------ ------------ ------------ ------------ Total cost of revenue 39,483,467 39,856,600 69,971,410 73,219,359 ------------ ------------ ------------ ------------ Gross profit 2,486,882 2,119,617 4,193,050 3,761,991 General and administrative expenses 1,530,775 1,395,788 3,110,441 2,924,065 ------------ ------------ ------------ ------------ Income from operations 956,107 723,829 1,082,609 837,926 ------------ ------------ ------------ ------------ Other income (expense): Interest income 15,900 28,165 33,651 53,817 Interest expense (153,921) (106,722) (261,773) (208,060) Other income (expense) 15,999 (16,866) 11,044 (22,786) ------------ ------------ ------------ ------------ (122,022) (95,423) (217,078) (177,029) ------------ ------------ ------------ ------------ Income before income taxes 834,085 628,406 865,531 660,897 Income tax expense (312,782) (235,652) (324,574) (247,836) ------------ ------------ ------------ ------------ Net income $ 521,303 $ 392,754 $ 540,957 $ 413,061 ============ ============ ============ ============ Basic net income per common share $ 0.14 $ 0.11 $ 0.15 $ 0.12 ============ ============ ============ ============ Diluted net income per common share $ 0.14 $ 0.11 $ 0.15 $ 0.12 ============ ============ ============ ============ Weighted average common shares outstanding Basic 3,601,250 3,559,938 3,584,955 3,559,938 ============ ============ ============ ============ Diluted 3,601,250 3,559,938 3,584,955 3,559,938 ============ ============ ============ ============
MEADOW VALLEY CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS
June 30, December 31, 2003 2002 ASSETS: (Unaudited) Current Assets: Cash and cash equivalents $ 4,018,773 $ 3,289,535 Restricted cash 1,330,657 1,681,361 Accounts receivable, net 24,013,446 21,203,373 Claims receivable -- 387,878 Prepaid expenses and other 800,272 1,573,614 Inventory, net 2,003,201 2,103,100 Land held for sale 711,531 711,531 Costs and estimated earnings in excess of billings on uncompleted contracts 653,935 1,543,061 ------------ ------------ Total Current Assets 33,531,815 32,493,453 Property and equipment, net 13,329,306 14,555,646 Refundable deposits 67,854 50,604 Mineral rights and pit development, net 416,529 445,063 Claims receivable, less current portion 7,622,978 7,961,107 Other assets -- 32,223 ------------ ------------ Total Assets $ 54,968,482 $ 55,538,096 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY: Current Liabilities: Accounts payable $ 18,014,162 $ 19,912,516 Accrued liabilities 4,377,586 3,697,111 Notes payable 3,272,723 3,424,209 Obligations under capital leases 857,037 921,306 Billings in excess of costs and estimated earnings on uncompleted contracts 5,699,703 3,733,152 ------------ ------------ Total Current Liabilities 32,221,211 31,688,294 Deferred tax liability 1,588,757 1,265,045 Notes payable, less current portion 7,726,469 9,256,598 Obligations under capital leases, less current portion 1,438,641 1,875,712 ------------ ------------ Total Liabilities 42,975,078 44,085,649 ------------ ------------ Commitments and contingencies Stockholders' Equity: Preferred stock - $.001 par value; 1,000,000 shares authorized, none issued and outstanding -- -- Common stock - $.001 par value; 15,000,000 shares authorized, 3,601,250 and 3,559,938 issued and outstanding 3,601 3,601 Additional paid-in capital 10,943,569 10,943,569 Capital adjustments (799,147) (799,147) Retained earnings 1,845,381 1,304,424 ------------ ------------ Total Stockholders' Equity 11,993,404 11,452,447 ------------ ------------ Total Liabilities and Stockholders' Equity $ 54,968,482 $ 55,538,096 ============ ============
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