Back to GetFilings.com
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-K
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
OR
___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period ________ to ________
Commission File Number: 1-7525
The Goldfield Corporation
(Exact Name of Registrant as Specified in its Charter)
Delaware 88-0031580
(State or other (IRS Employer
jurisdiction of Identification Number)
incorporation or
organization)
100 Rialto Place, Suite 500
Melbourne, Florida 32901
(Address of principal executive offices) (Zip Code)
(321) 724-1700
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class Name of each exchange on
Common Stock, which registered
Par Value $.10 per share The American Stock Exchange
Securities registered pursuant to Section 12(g)
of the Act:
None
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. [X]
On February 22, 2000, the aggregate market value
(based upon the closing price on The American Stock
Exchange) of the common stock held by
nonaffiliates was approximately $13.1 million.
As of February 22, 2000, 26,854,748 shares of the
Registrant's common stock were outstanding.
Documents Incorporated by Reference
Document Where Incorporated
Proxy Statement for 2000 Annual Meeting Part III
PART I
Item 1. Business.
The Goldfield Corporation, incorporated in Wyoming in
1906 and subsequently reincorporated in Delaware in
1968, is engaged in electrical construction, including
the placement of fiber optic cable, and mining
activities. Unless the context otherwise requires, the
terms "Goldfield" and "the Company" as used herein to
mean The Goldfield Corporation and its consolidated
subsidiaries. For information concerning sales,
operating profits and identifiable assets by business
segment, see note 15 of notes to consolidated financial
statements.
Electrical Construction
The Company, through its subsidiary Southeast Power
Corporation ("Southeast Power"), is engaged in the
construction and maintenance of electrical facilities
for utilities and industrial customers in the
southeastern United States. The Company also installs
fiber optic cable for fiber optic cable manufacturers,
telecommunication companies and electric utilities as
far west as the Rocky Mountain states.
The Company's construction business through Southeast
Power includes the construction of transmission lines,
distribution systems and substations and other
electrical installation services for utility systems
and industrial and specialty projects. Fiber optic
cable installation includes both overhead (OPGW and
ADSS) and underground placement.
It is the Company's policy to commit itself only to the
amount of work it believes it can properly supervise,
equip and complete to the customer's satisfaction and
schedule. As a result of this policy and the magnitude
of some of the construction projects undertaken by the
Company, a substantial portion of the Company's annual
revenue is derived from a relatively small number of
customers, the specific identity of which vary from
year to year. See note 15 of notes to consolidated
financial statements.
Construction is customarily performed pursuant to the
plans and specifications of customers. The Company
generally supplies the management, labor, equipment,
tools and, except with respect to some utility
customers, the materials necessary to construct a
project. Contracts may extend beyond one year, although
most projects are completed within 90 days.
The electrical construction business is highly
competitive. A portion of the electrical construction
work requires payment and performance bonds. The
Company has adequate bonding availability.
The Company enters into contracts on the basis of
either competitive bidding or direct negotiations with
its customers. Competitively bid contracts account for
a majority of the Company's construction revenues.
Although there is considerable variation in the terms
of the contracts undertaken, such contracts typically
involve either lump sum or unit price contracts,
pursuant to which the Company agrees to do the work for
a fixed amount.
The magnitude and duration of projects undertaken by
the Company vary, which may result in substantial
fluctuations in its backlog from time to time. At
February 15, 2000, the approximate value of uncompleted
contracts was $15,800,000, compared to $7,580,000 at
February 1, 1999 and $1,500,000 at March 1, 1998.
As of February 1, 2000, electrical construction had a
staff of 11 salaried employees, including executive
officers, division managers, superintendents, project
managers and administrative personnel. In addition, at
such date, electrical construction had 81 hourly-rated
employees, none of whom are affiliated with any trade
or labor organization. The number of hourly-rated
employees fluctuates depending upon the number and size
of projects under construction at any particular time.
The Company believes that the experience and continuity
of its employees has been an important factor in its
success. Management of the Company believes its
relations with both its salaried and hourly rated
employees are good.
The Company is subject to the authority of state and
municipal regulatory bodies concerned with the
licensing of contractors. The Company believes that it
is in compliance with such licensing requirements in
all jurisdictions in which it conducts its business.
The administrative and maintenance facilities of
Southeast Power are located on a 13-acre tract of land
near Titusville, Florida, which is owned by the
Company. The office building has 3,744 feet of floor
space and the shop and buildings contain approximately
17,000 feet of floor space.
Mining
The Company, through its subsidiaries, explores for,
mines, processes and markets industrial minerals,
aggregate products and base and precious metals from
properties located in New Mexico.
The Company does not consider itself to be a
significant factor in the mining industry, except with
respect to natural zeolites. The Company competes with
other companies in the search for and the acquisition
of mining properties and their exploration and
development. Many of these competitors have
substantially greater financial resources than the
Company, which may give them certain competitive
advantages, especially with respect to projects
requiring large amounts of capital.
The Company's mining operations are subject to the
jurisdiction of federal and state governmental
authorities, which have responsibility for
environmental matters such as air and water quality,
the promotion of occupational safety and mine
reclamation. The Company has in the past reclaimed
mining areas, tailing impoundments and other associated
disturbances and expects to continue to do so in the
future. Costs of such reclamation are charged against
earnings as incurred. Future costs or capital
expenditures relating to the protection of the
environment are not expected to have a material adverse
effect on the Company's earnings. The Company believes
that compliance with mine reclamation laws will not
adversely affect the competitive position of its
operations since competitors in the mining industry are
subject to the same laws. The Company holds federal
and state environmental permits and licenses required
for the operation of its mining activities.
St. Cloud - Industrial Minerals
St. Cloud Mining Company, a Florida corporation ("St.
Cloud"), is a wholly owned subsidiary of the Company
and operates the St. Cloud mill and mining properties
in Sierra County, New Mexico. The St. Cloud mill and
mining properties encompass approximately 1,900 acres
of fee lands, mineral leases and unpatented mining
claims, which are estimated to include several million
tons of geologic reserves of natural zeolites, a
special type of volcanic ash (clinoptilolite).
The clinoptilolite mineral occurs in flat lying beds
and is extracted by conventional open pit mining
methods. At the St. Cloud mill, the clinoptilolite
minerals are crushed, dried, and sized without
beneficiation and shipped in bulk, packaged or modified
to customer's specifications. Most deliveries are by
contract motor carriers to manufacturers, brokers, or
independent sales agents who incorporate zeolites into
consumer products or for specific industrial uses.
Zeolite markets include animal feed supplements, cat
litter, industrial fillers and absorbents, air and
water filtration media, environmental products and soil
conditioners. The zeolite product is also used in
other applications where ammonia control or specific
cation exchange capacity is required.
In 1999, St. Cloud sold 15,908 tons of natural zeolite,
compared to 14,095 tons and 15,013 tons in 1998 and
1997, respectively. St. Cloud's production facilities
include drying, warehousing, bagging, blending and
additional classification capabilities.
At February 1, 2000, St. Cloud had a total of 25
full-time employees, none of whom are affiliated with
trade or labor organizations.
St. Cloud - Base and Precious Metals Mining
Since 1968, the Company has been involved in the
exploration, mining and milling of silver, copper and
gold ores at the St. Cloud property. Production
commenced at St. Cloud in 1981. Production was halted
in 1992 due to declining metal prices and mine grades.
St. Cloud's viability is sensitive to the future price
of base and precious metals, particularly silver.
Significant portions of the Company's investment in St.
Cloud's silver mines, processing facilities and
equipment were written-down at the end of 1993.
St. Cloud currently estimates their indicated reserves
to be approximately 349,500 tons averaging 0.70%
copper, 5.95 ounces silver per ton and 0.031 ounces
gold per ton. Based on current metal prices, the
Company believes that the above-estimated reserves are
not, at present, economically recoverable.
As part of the industrial mineral operations, as well
as the Company's construction aggregate operations
described below, the Company provides off-site
construction services utilizing personnel and
equipment. Such construction projects have included
restoring an endangered species habitat, closure of a
municipal landfill, and providing construction
aggregates for road projects.
Management of the Company reviews the net carrying
value of all mining facilities on a periodic basis to
determine, among other factors, (1) the net realizable
value of each major project, (2) the ability of the
Company to fund all care, maintenance and standby
costs, (3) the status and usage of the assets while in
a standby mode, to determine whether some form of
amortization is appropriate and (4) current projections
of metal prices that affect the decision to reopen or
make a disposition of the Company's assets.
Lordsburg
The Lordsburg Mining Company, a wholly owned subsidiary
of the Company ("Lordsburg"), owns approximately 1,800
acres of fee lands, mineral leases and unpatented
mining claims which include certain mining claims
leased in the Lordsburg Mining District, and existing
milling facilities, buildings and other personal
property located on the claims.
Indicated reserves are estimated to be 103,800 tons
averaging 0.53% copper, 1.0 ounces silver per ton and
0.097 ounces gold per ton. Based on current metal
prices and operating costs, the above estimated
reserves are not, at present, economically recoverable.
Lordsburg sold 5,152 tons of construction aggregate
material in 1999, compared to 16,547 tons and 24,553
tons in 1998 and 1997, respectively. Although the
Company has continued production of construction
aggregates at Lordsburg, a final decision with respect
to the future operations at Lordsburg has not been
reached.
At February 1, 2000, Lordsburg had a total of 2
full-time employees in New Mexico, neither of whom is
affiliated with trade or labor organizations.
Item 2. Properties.
For information with respect to the principal
properties and equipment utilized in the Company's
mining and electrical construction operations, see
"Item 1. Business."
The Company's principal office is located in Melbourne,
Florida, where the Company leases 4,503 square feet of
space at an annual rental rate of $68,940. The lease,
which expires in January 2001, may be renewed for one
additional three-year term.
Item 3. Legal Proceedings.
There is no material pending legal proceeding, other
than routine litigation incidental to the business of
the Company, to which the Company or any of its
subsidiaries is a party or to which any of their
property is subject.
Item 4. Submission of Matters to a Vote of Security
Holders.
No matter was submitted to a vote of security holders
during the fourth quarter of 1999.
PART II
Item 5. Market for Registrant's Common Equity and
Related Stockholder Matters.
The Common Stock of the Company is traded on The
American Stock Exchange under the symbol GV. The
following table shows the reported high and low sales
price at which the Common Stock of the Company was
traded in 1999 and 1998:
1999 1998
High Low High Low
First Quarter 5/16 3/16 7/16 5/16
Second Quarter 5/16 3/16 3/8 5/16
Third Quarter 5/16 3/16 7/16 1/4
Fourth Quarter 3/8 1/4 5/16 3/16
As of March 1, 2000, the Company had approximately
13,350 holders of record.
The Company has paid no cash dividends on its Common
Stock since 1933, and it is not expected that the
Company will pay any cash dividends on its Common Stock
in the immediate future.
Item 6. Selected Financial Data.
The following table sets forth summary consolidated
financial information of the Company for each of the
years in the five-year period ended December 31, 1999:
Years Ended December 31,
1999 1998 1997 1996 1995
(in thousands except per share amounts)
Statements of Operations
Total revenues $20,461 $16,782 $15,974 $13,544 $13,328
Net income (loss) 2,476 (610) 414 (338) (678)
Earnings (loss)
per share of
common stock 0.09 (0.02) 0.01 (0.01) (0.03)
Balance Sheets
Total assets 16,296 14,213 13,967 13,652 13,847
Working capital 7,507 6,144 6,371 5,934 6,241
Stockholders' equity 14,653 12,200 12,834 12,443 12,805
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
Results of Operations
Net Income (Loss)
The Company had net income of $2,476,235 for the year
ended December 31, 1999, compared to a net loss of
$609,630 for the year ended December 31, 1998 and a net
income of $413,971 for the year ended December 31,
1997. Results for 1999 included a recovery of $374,584
relating to impairment losses of $354,156 included in
results for the year ended December 31, 1998, as
discussed in Note 5 to the consolidated financial
statements.
Net income (loss) for the years ended December 31,
1999, 1998 and 1997, included an income tax benefit of
$478,671 and income tax expense of $23,322 and
$340,731, respectively.
Revenues
Total revenues for 1999 were $20,461,463 compared to
$16,781,913 and $15,974,357 in 1998 and 1997,
respectively. A 22% increase of 1999 over 1998 was
primarily attributable to electrical construction
revenue.
Electrical construction revenue increased by 25% in
1999 to $18,113,797 from $14,447,808 for 1998 and
$13,742,723 for 1997. Electrical construction revenue
includes the results of the Company's former
subsidiary, Fiber Optic Services, Inc. ("Fiber Optic"),
a fiber optic cable splicing business.
Fiber Optic had revenue, net of intercompany
elimination, of $592,244 for 1999, compared to $805,783
for 1998 and $1,114,954 for 1997. Effective June 30,
1999, the Company sold to an unrelated party
substantially all the net assets of Fiber Optic at the
recorded net book value thereof, approximately
$525,070.
Revenue from mining operations increased by 2% to
$2,073,777 for the year ended 1999, compared to
$2,041,259 in 1998 and $1,814,583 in 1997.
Operating Results
Electrical construction operations had an operating
profit of $3,073,756 during 1999, compared to operating
profits of $1,232,711 in 1998 and $1,715,608 in 1997.
The increase in operating results in 1999 was primarily
due to increased revenue and profit margin from
transmission line construction. The varying magnitude
and duration of electrical construction projects may
result in substantial fluctuation in the Company's
backlog from time to time. At February 15, 2000, the
approximate value of uncompleted contracts was
$15,800,000, compared to $7,580,000 at February 1,
1999.
The operating profit from mining operations was
$108,284 for 1999, compared to operating losses of
$656,538 and $82,003 for 1998 and 1997, respectively.
The operating results from mining operations in 1999
included the recovery of $374,584 of previously
recorded impairment losses related to the Harlan Coal
Royalty and the San Pedro mine (see note 5 of notes to
consolidated financial statements). The 1998 operating
results from mining included a charge of $354,156 for
this impairment loss. The operating results from mining
included depreciation expense of $309,206 during 1999,
compared to $313,701 in 1998.
Other Income
Other income for 1999 was $273,889, compared to
$292,846 and $407,051 for 1998 and 1997, respectively.
The decrease in other income for 1999 was primarily a
result of lower interest income.
Costs and Expenses
Total costs and expenses, and the components thereof,
increased to $18,463,899 for 1999 from $17,368,221 in
1998 and $15,219,655 in 1997 as a result of increased
electrical construction costs.
Electrical construction costs were $14,302,105,
$12,522,747 and $11,361,069 in 1999, 1998 and 1997,
respectively. The increase in costs for 1999 was
attributable to a higher level of activity.
Mining costs were $2,030,871 for 1999, compared to
$2,029,940 in 1998 and $1,565,801 in 1997.
Depreciation and amortization was $1,108,931 for 1999,
compared to $1,072,876 in 1998 and $1,058,403 in 1997.
General corporate expenses of the Company increased to
$1,458,365 in 1999, from $1,455,327 in 1998 and
$1,285,954 in 1997.
Liquidity and Capital Resources
Cash and cash equivalents at December 31, 1999 were
$5,719,163 as compared to $2,616,465 as of December 31,
1998. Working capital at December 31, 1999 was
$7,507,357, compared to $6,143,737 at December 31,
1998. The Company's ratio of current assets to current
liabilities increased to 5.7 to 1 at December 31, 1999,
from 4.1 to 1 at December 31, 1998.
The Company does not enter into financial instruments
for trading purposes. Financial instruments consist
principally of cash and cash equivalents with limited
market risk sensitivity.
The Company paid cash dividends on its Series A
Preferred Stock in the amount of $17,819 in each of the
years ended December 31, 1999, 1998 and 1997. The
Company has paid no cash dividends on its Common Stock
since 1933, and it is not expected that the Company
will pay any cash dividends on its Common Stock in the
immediate future.
Pursuant to an unsecured line of credit agreement
between the Company's subsidiary, Southeast Power
Corporation, and SunTrust Bank of Central Florida, N.A.
(guaranteed by the Company), Southeast Power may borrow
up to $1,000,000 at the bank's prime rate of interest.
This credit line expires June 30, 2000, at which time
the Company expects to renew it for an additional year.
No borrowings were outstanding under this line of
credit during the years ended December 31, 1999 and
1998. However, since 1996, $100,000 of this line of
credit has been reserved for a standby letter of
credit.
The Company's capital expenditures for the year ended
December 31, 1999 increased to $1,655,913 from
$1,193,684 for 1998. Capital expenditures in 2000 are
expected to be approximately $3,000,000, which the
Company expects to finance through existing cash
reserves or credit facilities. This increase in the
level of capital expenditures is to accommodate the
increased level of operations in the Company's
electrical construction segment.
Year 2000 Compliance
In the past, many computers, software programs, and
other information technology ("IT systems"), as well as
other equipment relying on microprocessors or similar
circuitry ("non-IT systems"), were written or designed
using two digits, rather than four, to define the
applicable year. As a result, if not addressed, these
systems may not have been able to properly interpret
dates beyond the Year 1999, which may have led to
business disruptions. Accordingly, the Company
identified and performed all needed material
modifications and testing of significant systems, and
communicated with customers, suppliers, banks and
others with whom it does significant business to
determine their Year 2000 readiness and the extent to
which the Company was vulnerable to any other
organization's Year 2000 issues.
The Company considers the transition into the year 2000
successful from the perspective of its systems. In
addition to the changeover to January 1, 2000, it has
been shown that certain other dates may also present
similar problems for some systems. The Company
continues to monitor the situation. To date, the
Company has not experienced any material Year 2000
issues with respect to its systems, customers or
suppliers.
The Company estimates that the total cost to the
Company of Year 2000 activities has been less than
$10,000.
Item 8. Financial Statements and Supplementary Data.
Independent Auditors' Report
The Shareholders and Board of Directors
The Goldfield Corporation:
We have audited the consolidated financial statements
of The Goldfield Corporation and subsidiaries as listed
in the accompanying index. These consolidated financial
statements are the responsibility of the Company's
management. Our responsibility is to express an
opinion on these consolidated financial statements
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 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 The Goldfield
Corporation and subsidiaries at December 31, 1999 and
1998, 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.
/s/
KPMG LLP
Orlando, Florida
February 15, 2000
THE GOLDFIELD CORPORATION
and Subsidiaries
CONSOLIDATED BALANCE SHEETS
December 31,
1999 1998
ASSETS
Current assets
Cash and cash equivalents $ 5,719,163 $ 2,616,465
Accounts receivable and accrued billings 2,315,682 3,133,855
Current portion of notes receivable 42,383 123,393
Inventories (Note 2) 351,458 346,799
Costs and estimated earnings in excess of
billings on uncompleted contracts (Note 3) 139,051 1,793,119
Prepaid expenses and other current assets 535,845 83,428
Total current assets 9,103,582 8,097,059
Property, buildings and equipment, net (Note 4) 4,626,695 4,450,256
Notes receivable, less current portion 251,563 293,956
Deferred charges and other assets
Deferred income taxes (Note 6) 1,150,000 548,000
Land held for sale 385,296 52,448
Cash surrender value of life insurance (Note 7) 779,100 771,430
Total deferred charges and other assets 2,314,396 1,371,878
Total assets $16,296,236 $14,213,149
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities
(Note 8) $ 1,453,707 $ 1,905,457
Billings in excess of costs and estimated
earnings on uncompleted contracts (Note 3) 59,974 13,769
Current portion of deferred gain on
installment sales 10,905 10,774
Income taxes payable (Note 6) 71,639 23,322
Total current liabilities 1,596,225 1,953,322
Deferred gain on installment sales, less
current portion 47,303 59,596
Total liabilities 1,643,528 2,012,918
Stockholders' equity
Preferred stock, $1 par value per share,
5,000,000 shares authorized; issued and
outstanding 339,407 shares of Series A
7% voting cumulative convertible stock
(Note 9) 339,407 339,407
Common stock, $.10 par value per share,
40,000,000 shares authorized; issued and
outstanding 26,872,106 shares
(Notes 9, 10 and 11) 2,687,211 2,687,211
Capital surplus 18,369,860 18,369,860
Accumulated deficit (6,725,050) (9,177,527)
Total 14,671,428 12,218,951
Less common stock in treasury, 17,358
shares, at cost 18,720 18,720
Total stockholders' equity 14,652,708 12,200,231
Total liabilities and stockholders' equity $16,296,236 $14,213,149
See accompanying notes to consolidated financial statements
THE GOLDFIELD CORPORATION
and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS
Years Ended December 31,
1999 1998 1997
Revenue
Electrical construction $18,113,797 $14,447,808 $13,742,723
Mining 2,073,777 2,041,259 1,814,583
Royalty income -- -- 10,000
Other income, net (Note 12) 273,889 292,846 407,051
Total revenue 20,461,463 16,781,913 15,974,357
Costs and expenses
Electrical construction 14,302,105 12,522,747 11,361,069
Mining 2,030,871 2,029,940 1,565,801
Depreciation and amortization 1,108,931 1,072,876 1,058,403
Impairment (recoveries) losses
(Note 5) (374,584) 354,156 --
General and administrative 1,396,576 1,388,502 1,234,382
Total costs and expenses 18,463,899 17,368,221 15,219,655
Income (loss) from operations
before income taxes 1,997,564 (586,308) 754,702
Income taxes (benefit) (Note 6) (478,671) 23,322 340,731
Net income (loss) 2,476,235 (609,630) 413,971
Preferred stock dividends 23,758 23,758 23,758
Income (loss) available to
common stockholders $ 2,452,477 $ (633,388) $ 390,213
Basic and diluted earnings (loss)
per share of common stock
(Note 11) $ 0.09 $ (0.02) $ 0.01
Weighted average number of
common shares outstanding 26,854,748 26,854,748 26,854,748
See accompanying notes to consolidated financial statements
THE GOLDFIELD CORPORATION
and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended December 31,
1999 1998 1997
Cash flows from operating activities
Net income (loss) $2,476,235 $ (609,630) $ 413,971
Adjustments to reconcile net
income (loss) to net
cash provided by (used in)
operating activities
Depreciation and amortization 1,108,931 1,072,876 1,058,403
Impairment losses -- 354,156 --
Deferred income taxes (602,000) -- 312,000
(Gain) loss on sale of property
and equipment (20,509) 32,215 (14,499)
Gain on disposition of land
held for sale (52,950) (87,785) (66,535)
Deferral of gain arising from
installment land sales 40,788 140,377 --
Cash provided from (used by)
changes in
Accounts receivable and accrued
billings 535,825 (1,304,211) (409,374)
Inventories (4,659) (128,297) 9,547
Costs and estimated earnings
in excess of billings on
uncompleted contracts 1,654,068 (1,001,759) (191,058)
Prepaid expenses and other
current assets (475,688) (9,060) (10,574)
Accounts payable and accrued
liabilities (373,111) 988,553 (37,087)
Billings in excess of costs
and estimated earnings on
uncompleted contracts 46,205 (59,279) (1,023)
Income taxes payable 48,317 (5,409) 28,731
Net cash provided by (used in)
operating activities 4,381,452 (617,253) 1,092,502
Cash flows from investing activities
Proceeds from the disposal of
property and equipment 92,962 161,534 110,215
Proceeds from sale of subsidiary 525,070 -- --
Issuance of notes receivable (171,748) (245,145) (139,969)
Proceeds from notes receivable 295,151 224,318 303,318
Purchases of property and equipment (1,655,913) (1,193,684) (1,450,914)
Net acquisition of land held for sale (332,848) (52,448) --
Cash surrender value of life
insurance (7,670) (34,380) (104,311)
Net cash used by investing
activities (1,254,996) (1,139,805) (1,281,661)
Cash flows from financing activities
Payments of preferred stock
dividends (23,758) (23,758) (23,758)
Net increase (decrease) in cash
and cash equivalents 3,102,698 (1,780,816) (212,917)
Cash and cash equivalents at
beginning of period 2,616,465 4,397,281 4,610,198
Cash and cash equivalents at
end of period $5,719,163 $2,616,465 $4,397,281
Supplemental disclosure of cash
flow information:
Income taxes paid $ 75,012 $ 28,731 $ --
See accompanying notes to consolidated financial statements
THE GOLDFIELD CORPORATION
and Subsidiaries
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Years Ended December 31,
1999 1998 1997
STOCKHOLDERS' EQUITY
ACCUMULATED Beginning balance $(9,177,527) $(8,544,139) $ (8,934,352)
DEFICIT Net income (loss) 2,476,235 (609,630) 413,971
Cash dividends
Series A Stock
(per share: 7%) (23,758) (23,758) (23,758)
Ending balance (6,725,050) (9,177,527) (8,544,139)
PREFERRED Beginning and
STOCK SERIES A ending balance 339,407 339,407 339,407
COMMON STOCK Beginning and
ending balance 2,687,211 2,687,211 2,687,211
CAPITAL Beginning and
SURPLUS ending balance 18,369,860 18,369,860 18,369,860
TREASURY STOCK Beginning and
ending balance (18,720) (18,720) (18,720)
Total consolidated
stockholders'
equity $14,652,708 $12,200,231 $12,833,619
SHARES OF CAPITAL STOCK
PREFERRED Beginning and ending
STOCK SERIES A number of shares 339,407 339,407 339,407
COMMON STOCK Beginning and ending
number of shares 26,872,106 26,872,106 26,872,106
TREASURY STOCK Beginning and ending
number of shares 17,358 17,358 17,358
See accompanying notes to consolidated financial statements
THE GOLDFIELD CORPORATION
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999 and 1998
Note 1 - Summary of Significant Accounting Policies
Basis of Financial Statement Presentation - The
accompanying consolidated financial statements include
the accounts of The Goldfield Corporation ("Parent")
and its wholly owned subsidiaries (collectively, "the
Company"). All significant intercompany balances and
transactions have been eliminated.
Nature of Operations - The Company's principal lines of
business are electrical construction and the mining of
industrial minerals as well as base and precious
metals. The principal market for the Company's
electrical construction operation is electric utilities
in the southeastern United States. The principal
markets for the Company's mining operations are
purchasers of zeolite products throughout the United
States.
Cash and Cash Equivalents - The Company considers all
highly liquid investments with a maturity of three
months or less when purchased to be cash equivalents.
Inventories - Inventories are valued at the lower of
cost or market. Cost is determined by the first-in,
first-out method. Costs associated with extraction and
milling or production activities are inventoried and
valued at lower of cost or estimated final smelter
settlement or net sales (net realizable value).
Property, Buildings, Equipment and Depreciation -
Property, buildings and equipment are stated at cost.
The Company provides depreciation for financial
reporting purposes over the estimated useful lives of
fixed assets using the straight-line and units-of-
production methods.
Mining Revenues - Zeolite sales are recorded upon
delivery. Other sales are recorded in the month of
delivery. Recorded values are adjusted periodically
and upon final settlement.
Mine Exploration and Development - Exploration costs
and normal development costs at operating mines are
charged to operations as incurred.
Electrical Contracts - Revenues are earned under fixed
price contracts and units of delivery contracts.
Revenues from units of delivery contracts are recorded
as the service is performed. For completed units of
delivery contracts, the revenue is based on actual
billings. For uncompleted units of delivery contracts
the revenue is based on actual labor hours incurred and
estimated final billing rates. Revenues from fixed
price construction contracts are recognized on the
percentage-of-completion method measured by comparing
the costs incurred to date to the estimated total costs
to be incurred for each contract. The asset, "costs
and estimated earnings in excess of billings on
uncompleted contracts" represents revenues recognized
in excess of amounts billed. The liability, "billings
in excess of costs and estimated earnings on
uncompleted contracts" represents billings in excess of
revenue recognized.
Contract costs include all direct material, direct
labor, subcontractor costs and other indirect costs
related to contract performance, such as supplies,
tools and repairs. General and administrative costs
are charged to expense as incurred. Provisions for
estimated losses on uncompleted contracts are made in
the period in which such losses are determined.
Changes in job performance, job conditions, estimated
profitability and final contract settlements may result
in revisions to costs and income and are recognized in
the period in which the revisions are determined.
Income Taxes - The Company accounts for income taxes
using the asset and liability method. 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.
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.
Executive Long-term Incentive Plan - The Company
applies the intrinsic value-based method of accounting
prescribed by Accounting Principles Board ("APB")
Opinion No. 25, "Accounting for Stock Issued to
Employees," and related interpretations, in accounting
for its fixed plan stock options. As such,
compensation expense would be recorded on the date of
grant only if the current market price of the
underlying stock exceeded the exercise price. SFAS No.
123, "Accounting for Stock-Based Compensation,"
established accounting and disclosure requirements
using a fair value-based method of accounting for stock-
based employee compensation plans. As allowed by SFAS
No. 123, the Company has elected to continue to apply
the intrinsic value-based method of accounting
described above, and has adopted the disclosure
requirements of SFAS No. 123.
Use of Estimates - Management of the Company has made a
number of estimates and assumptions relating to the
reporting of assets and liabilities and the disclosure
of contingent assets and liabilities to prepare these
financial statements in conformity with generally
accepted accounting principles. Actual results could
differ from those estimates. Management considers the
most significant estimate in preparing these financial
statements to be the estimated cost to complete
electrical contracts in progress.
Financial Instruments Fair Value, Concentration of
Business and Credit Risks - The carrying amount
reported in the balance sheet for cash and cash
equivalents, accounts receivable and accrued billings,
accounts payable and accrued liabilities approximates
fair value because of the immediate or short-term
maturity of these financial instruments. The fair value
of notes receivable is considered by management to
approximate carrying value. Financial instruments
which potentially subject the Company to concentrations
of credit risk consist principally of accounts
receivable, accrued billings and retainage in the
amount of $2,106,638 at December 31, 1999 due from
electrical utilities pursuant to contract terms. The
Company considers these electrical utility customers to
be creditworthy.
Reclassifications - Certain amounts in 1998 and 1997
have been reclassified to conform to the 1999
presentation.
Note 2 - Inventories
Inventories at December 31 consisted of:
1999 1998
Materials and supplies $177,991 $257,788
Industrial mineral products 91,886 72,212
Ores in process 81,581 16,799
Total inventories $351,458 $346,799
Note 3 - Costs and Estimated Earnings on Uncompleted
Contracts
Long-term fixed price construction contracts in
progress accounted for using the percentage-of-
completion method at December 31 consisted of:
1999 1998
Costs incurred on uncompleted contracts $4,997,862 $3,201,099
Estimated earnings 1,429,301 1,719,030
6,427,163 4,920,129
Less billings to date 6,348,086 3,140,779
$ 79,077 $1,779,350
Included in the balance sheets
under the following captions
Costs and estimated earnings
in excess of billings on
uncompleted contracts $139,051 $1,793,119
Billings in excess of costs
and estimated earnings
on uncompleted contracts (59,974) (13,769)
Total $ 79,077 $1,779,350
The amounts billed but not paid by customers pursuant
to retention provisions of long-term construction
contracts were $102,742 and $202,095 at December 31,
1999 and 1998, respectively. Such retainage are
expected to be collected within the next twelve months.
Note 4 - Property, Buildings and Equipment
Balances of major classes of properties at December 31
consisted of:
1999 1998
Land, mines and mining claims $ 5,266,753 $ 5,266,753
Buildings and improvements 1,816,859 1,732,442
Machinery and equipment 15,794,733 15,542,364
Construction in progress 16,930 128,723
Total 22,895,275 22,670,282
Less accumulated
depreciation, depletion
and amortization 18,268,580 18,220,026
Net properties, buildings
and equipment $ 4,626,695 $ 4,450,256
As a matter of policy, management of the Company
reviews the net carrying value of all properties,
buildings and equipment on a periodic basis. As a
result of such review, no write-down was considered
necessary during any of the years in the three-year
period ended December 31, 1999.
Note 5 - Impairment Recoveries and Losses
The Company had a note receivable from the sale of the
capital stock of the San Pedro Mining Corporation in
April 1993. During the third quarter of 1998,
management determined the note receivable to be an
impaired asset and wrote-off the unpaid balance.
Future discounted cash flows were estimated by
management to be zero primarily due to anticipated
legal and reclamation costs. The impairment loss of
$258,538 was separately identified as a component of
continuing operations. The loss, which was recognized
in the third quarter of 1998, was included in the
Company's operating results from mining. During the
second and third quarters of 1999, the Company received
a deed in lieu of foreclosure for the real property,
water rights and other assets and a bill of sale in
lieu of foreclosure for certain equipment in connection
with this mining property. The Company has sold
certain of these assets for cash and a note receivable
resulting in recovery of previously recognized
impairment losses. The recovery of $321,084 has been
separately identified in the Company's operating
results from mining.
During the second quarter of 1999, the Company
recovered $53,500 relating to its previous write-off in
the second quarter of 1998, of a coal royalty it
retained in property it formerly owned in Harlan,
Kentucky. The Company recognized an impairment loss of
$95,618 in the second quarter of 1998, which was
separately identified and included in the Company's
operating results from mining. The recovery of $53,500
has been separately identified in the Company's
operating results from mining.
Note 6 - Income Taxes
The income tax provisions for the years ended December
31 consisted of:
1999 1998 1997
Current
Federal $ 39,000 $ -- $ 5,000
State 84,329 23,322 23,731
123,329 23,322 28,731
Deferred
Federal (495,000) -- 261,000
State (107,000) -- 51,000
(602,000) -- 312,000
Total (478,671) $23,322 $340,731
Temporary differences and carryforwards, which give
rise to deferred tax assets and liabilities as of
December 31, consisted of:
1999 1998
Deferred tax assets
Depletion, mineral rights and deferred
development and exploration costs $ 322,000 $ 354,000
Accrued workers' compensation costs 9,000 11,000
Note receivable, principally
due to allowance -- 135,000
Accrued vacation and bonus 240,000 25,000
Property and equipment,
principally due to differences
in depreciation and valuation write-
downs 289,000 325,000
Contingent salary payments recorded
as goodwill for tax purposes 37,000 7,000
Net operating loss carryforwards 1,884,000 2,722,000
Investment tax credit carryforwards 9,000 9,000
Alternative minimum tax credit
carryforwards 301,000 262,000
3,091,000 3,850,000
Valuation allowance for deferred
tax assets (1,941,000) (3,265,000)
Total deferred tax assets 1,150,000 585,000
Deferred tax liabilities
Deferred gain on sale of subsidiary -- (37,000)
Total net deferred tax assets $1,150,000 $ 548,000
The Company has recorded a valuation allowance to
reflect the estimated amount of deferred tax assets,
which may not be realized. In assessing the
realizability of deferred tax assets, management
considers whether it is more likely than not that some
portion or all of the deferred tax assets will not be
realized. The ultimate realization of deferred tax
assets is dependent upon the generation of future
taxable income during the periods in which those
temporary differences become deductible. Management
considers the projected future taxable income and tax
planning strategies in making this assessment. The
Company decreased the valuation allowance for net
deferred tax assets by $1,324,000 for the year ended
December 31, 1999.
At December 31, 1999, the Company had tax net operating
loss carryforwards of approximately $4,951,000
available to offset future regular taxable income,
which if unused, will expire from 2001 through 2018.
The Company has alternative minimum tax credit
carryforwards of approximately $301,000, which are
available to reduce future Federal income taxes over an
indefinite period.
The differences between the Company's effective income
tax rate and the Federal statutory rate for the years
ended December 31 are reconciled below:
1999 1998 1997
Federal statutory rate (benefit) 34.0% (34.0)% 34.0%
State income tax 4.2 3.8 6.5
Non-deductible expenses 2.6 6.6 2.5
Expiration of investment tax credits -- 32.8 7.4
Valuation allowance (64.8) (5.4) (5.2)
Total (24.0)% 3.8% 45.2%
Note 7 - Employee Benefit Agreements and 401(k) Plan
Beginning in 1989, the Company entered into employee
benefit agreements with certain employees of the
Company. Under the terms of the agreements, the
Company buys life insurance policies that build cash
surrender value while also providing life insurance
benefits for the employee. The Company is entitled to
a refund of all previously paid premiums or the cash
surrender value of the policy, whichever is lower, if
the agreement is terminated prior to the employee
attaining the age of 65. After an employee reaches age
65, the Company is entitled to a refund of all
previously paid premiums in ten annual installments.
In the event of death, the Company will immediately be
entitled to a refund of all previously paid premiums.
The Company may terminate the agreements at any time by
giving written notice to the employee.
Effective January 1, 1995, the Company adopted The
Goldfield Corporation and Subsidiaries Employee Savings
and Retirement Plan, a defined contribution plan that
qualifies under Section 401(k) of the Internal Revenue
Code. The plan provides retirement benefits to all
employees who meet eligibility requirements and elect
to participate. Under the plan, participating
employees may defer up to 15% of their pre-tax
compensation per calendar year subject to Internal
Revenue Code limits. The Company's contributions to
the plan are discretionary and amounted to
approximately $116,000, $95,000 and $96,000 for the
years ended December 31, 1999, 1998 and 1997,
respectively.
Note 8 - Accounts Payable and Accrued Liabilities
Accounts payable and accrued liabilities at December 31
consisted of:
1999 1998
Accounts payable $ 562,105 $1,277,929
Bonuses 589,099 331,267
Payroll and related expenses 160,805 149,300
Worker's compensation
insurance reserve 22,437 29,927
Insurance 15,026 80,157
Other 104,235 36,877
Total $1,453,707 $1,905,457
Note 9 - Preferred and Common Stock
The Series A 7% Voting Cumulative Convertible Preferred
Stock ("Series A Stock") is convertible into common
stock, presently at the rate of 1.144929 shares of
common stock for each share of Series A Stock, and has
an annual dividend rate of $.07 per share. The Series
A Stock may be redeemed by the Company at par. Holders
of the Series A Stock have the same voting rights as
common stockholders (except under certain circumstances
arising from the failure to pay dividends on the Series
A Stock) and have certain rights not held by common
stockholders such as preferences in liquidation and
controlling voting rights in certain mergers, sales and
amendments to the Certificate of Incorporation.
At December 31, 1999, 26,872,106 shares of Common Stock
were issued, 388,597 shares of Common Stock were
reserved for possible conversion of the Series A Stock
and 985,000 shares were reserved for possible exercise
of options to purchase Common Stock issued under the
1998 Executive Long-term Incentive Plan.
Note 10 - The Goldfield Corporation 1998 Executive Long-
term Incentive Plan
In 1998 the stockholders of the Company approved the
1998 Executive Long-term Incentive Plan (the "Plan"),
which permits the granting of Nonqualified Stock
Options, Incentive Stock Options, Stock Appreciation
Rights, Restricted Stock, Restricted Stock Units,
Performance Units, Performance Share and other awards
to all officers and key employees of the Company and
its subsidiaries. Shares granted pursuant to the Plan
may be authorized but unissued shares of Common Stock,
Treasury shares or shares purchased on the open market.
The exercise price under such grants will be based on
the fair market value of the Common Stock at the date
of grant. The maximum number of shares available for
grant under the Plan is 1,300,000. The options must be
exercised within 10 years of the date of grant. As of
December 31, 1999, options to purchase 985,000 shares
(exercisable at $0.22 per share, the fair market value
of the Common Stock at the date of grant) had been
granted. No options were outstanding at December 31,
1998.
A summary of option transactions follows:
Weighted
average
Range of Weighted remaining
exercise average contractual
prices exercise life
Shares per share price (in year)
Balance outstanding,
December 31, 1998 -- $ -- $ --
Shares granted on
March 9, 1999 985,000 0.22 0.22
Balance outstanding
December 31, 1999 985,000 $0.22 $0.22 9.18
The per share weighted average fair value of stock
options granted was $0.20 in 1999 on the date of grant
using the Black Scholes option-pricing model with the
following weighted average assumptions:
1999
Volatility 101.5%
Dividend paid --
Risk-free interest rate 5.25%
Expected life in years 10
All stock options granted, except as noted in the
paragraph below, have been granted to officers and key
employees with an exercise price equal to the fair
value of the Common Stock at the date of grant. The
Company applies APB Opinion No. 25 for issuances to
officers and key employees in accounting for its Plan
and, accordingly, no compensation cost has been
recognized in the consolidated financial statements
through December 31, 1999.
On March 9, 1999, the Company granted 985,000 stock
options with an exercise price of $0.22 and a fair
value of $0.20. The Company did not record any
compensation expense at the date of grant.
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 income available to
common stockholders would have decreased to the pro
forma amounts indicated below:
1999
Income available to common stockholders as reported $2,452,477
Pro forma net income available to common stockholders $2,411,802
Earnings per share, as reported:
Basic and diluted $0.09
Pro forma earnings per share:
Basic and diluted $0.09
Note 11 - Basic Earnings (Loss) Per Share of Common
Stock
Basic earnings (loss) per common share, after deducting
dividend requirements on the Company's Series A 7%
Voting Cumulative Convertible Preferred Stock ("Series
A Stock") of $23,758 in each of the years ended
December 31, 1999, 1998 and 1997, were based on the
weighted average number of shares of Common Stock
outstanding, excluding 17,358 shares of Treasury Stock
for each of the years ended December 31, 1999, 1998 and
1997. Common shares issuable on conversion of Series A
Stock are not considered in the basic earnings (loss)
calculation because their inclusion would be anti-
dilutive.
Note 12 - Other Income, Net
Other income, net for the years ended December 31
consisted of:
1999 1998 1997
Interest income $183,004 $221,775 $300,241
Recognized gain on installment sale
of subsidiary -- -- 66,313
Recognized gain on installment sale of lots 52,950 87,785 222
Gain (loss) on sale of equipment 20,509 (32,215) 14,499
Other 17,426 15,501 25,776
Total other income, net $273,889 $292,846 $407,051
Note 13 - Credit Facility
Under an unsecured line of credit arrangement expiring
June 30, 2000 (guaranteed by the Company), the
Company's electrical construction subsidiary may borrow
up to $1,000,000 at the bank's prime rate of interest.
At December 31, 1999 and 1998, no borrowings were
outstanding under this line of credit; however, during
1999 and 1998, $100,000 of the line of credit was
reserved for a standby letter of credit for the
outstanding self-insured workers compensation claims.
All stated conditions related to this available credit
line have been complied with in 1999 and 1998.
Note 14 - Financial Assurances
The Company has provided third party guarantees for the
Company's wholly owned mining subsidiaries, St. Cloud
Mining Company and The Lordsburg Mining Company, in
favor of the State of New Mexico's Mining and Minerals
Division of the Energy, Minerals and Natural Resources
Department ("Financial Assurances"). These Financial
Assurances, amounting to $269,787, guarantee approved
post mine reclamation plans for the Company's mines.
The Company has also provided a Financial Assurance for
$74,145 to guarantee approved post mine reclamation
plans for the San Pedro Mine. The Company sold the San
Pedro Mine to an unrelated third party during 1999 as
discussed in Note 5.
Note 15 - Business Segment Information
The Company adopted SFAS No. 131, Disclosure About
Segments of an Enterprise and Related Information, in
1998. The adoption of this statement did not have any
effect on either the current or prior years'
presentation of reportable segments. The Company is
primarily involved in two lines of business, mining and
electrical construction. There were no material
amounts of sales or transfers between lines of business
and no material amounts of export sales.
Any intersegment sales have been eliminated. The
following table sets forth certain segment information
for the periods indicated:
1999 1998 1997
Sales from operations
to unaffiliated customers
Electrical construction $18,113,797 $14,447,808 $13,742,723
Mining 2,073,777 2,041,259 1,814,583
Total $20,187,574 $16,489,067 $15,557,306
Gross profit
Electrical construction $3,073,756 $1,232,711 $1,715,608
Mining 108,284 (656,538) (82,003)
Total gross profit 3,182,040 576,173 1,633,605
Interest and other
income, net 273,889 292,846 407,051
General corporate expenses (1,458,365) (1,455,327) (1,285,954)
Income (loss) from
operations before
income taxes $1,997,564 $ (586,308) $ 754,702
The following table
sets forth certain
segment information
as of the date indicated: 1999 1998 1997
Identifiable assets
Electrical construction $ 9,872,851 $ 8,916,375 $ 7,365,219
Mining 2,796,696 2,586,344 2,745,216
Corporate 3,626,689 2,710,430 3,856,107
Total $16,296,236 $14,213,149 $13,966,542
Capital expenditures
Electrical construction $1,311,940 $ 901,347 $1,120,678
Mining 271,837 191,034 152,783
Corporate 72,136 101,303 177,453
Total $1,655,913 $1,193,684 $1,450,914
Depreciation and depletion
Electrical construction $ 737,936 $ 692,350 $ 666,047
Mining 309,206 313,701 340,784
Corporate 61,789 66,825 51,572
Total $1,108,931 $1,072,876 $1,058,403
Gross profit is total operating revenue less operating
expenses. Gross profit excludes general corporate
expenses, interest expense, interest income and income
taxes. Royalty income (loss) and impairment losses and
recoveries are included in the calculation of gross
profit for the mining segment. Identifiable assets by
industry are used in the operations of each industry.
Sales (in thousands of dollars) to major customers
exceeding 10% of total sales follows:
1999 1998 1997
% of % of % of
Total Total Total
Amount Sales Amount Sales Amount Sales
Electrical construction
Customer A $2,910 19
Customer B $2,764 14
Customer C 1,526 10
Customer D 2,988 15 $2,321 14 3,383 22
Customer E 2,499 12 2,490 15
Customer F 3,529 17
Item 9. Changes In and Disagreements With Accountants
on Accounting and Financial Disclosure.
None.
PART III
Item 10. Directors and Executive Officers of the
Registrant.
Information concerning the directors of the Company
will be contained under "Election of Directors" in the
Company's 2000 Proxy Statement, which information is
incorporated by reference.
The executive officers of the Company are as follows:
Year In Which
Service Began
Name and Title(1) As Officer Age
John H. Sottile
Chairman of the Board of
Directors, President and
Chief Executive Officer,
Director 1983 52
Dwight W. Severs
Secretary, Director 1998 56
Stephen R. Wherry,
Vice President, Treasurer
and Chief Financial Officer 1988 41
(1) As of March 1, 2000.
Throughout the past five years John H. Sottile and
Stephen R. Wherry have been principally employed as
executive officers of the Company.
John H. Sottile has served as Chairman of the Board of
Directors since May 1998.
Dwight W. Severs has been a director since 1998 and
Secretary of the Company since November 1999. Mr.
Severs has held the position of City Attorney for the
City of Titusville, Florida since September 1971 (full-
time since January 1999). Since March 1998, Mr.
Severs has been a principal for the firm of Dwight W.
Severs & Associates, P.A. Mr. Severs was a member of
the law firm of Severs, Stadler & Harris, P.A.
between January 1995 and March 1998.
The term of office of all directors is until the next
annual meeting and the term of office of all officers
are for one year and until their successors are chosen
and qualify.
Item 11. Executive Compensation.
Information concerning executive compensation will be
contained under "Executive Compensation" in the
Company's 2000 Proxy Statement, which information is
incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial
Owners and Management.
Information concerning the security ownership of the
directors and officers of the registrant will be
contained under "Ownership of Voting Securities by
Certain Beneficial Owners and Management" in the
Company's 2000 Proxy Statement, which information is
incorporated herein by reference.
Item 13. Certain Relationships and Related
Transactions.
Information concerning relationships and related
transactions of the directors and officers of the
Company will be contained under "Election of Directors"
in the Company's 2000 Proxy Statement, which
information is incorporated herein by reference.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K.
(a) Financial Statements Page
Report of Independent Certified Public Accountants 11
Consolidated Balance Sheets - December 31, 1999 and 1998 12
Consolidated Statements of Operations - Three Years
ended December 31, 1999 13
Consolidated Statements of Cash Flows - Three Years
ended December 31, 1999 14
Consolidated Statements of Stockholders' Equity -
Three Years ended December 31, 1999 15
Notes to Consolidated Financial Statements 16
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the
fourth quarter ended December 31, 1999.
(c) Exhibits
3-1 Restated Certificate of Incorporation of the
Company, as amended, is hereby incorporated
by reference to Exhibit 3-1 of the Company's
Annual Report on Form 10-K for the year ended
December 31, 1987, heretofore filed with the
Commission (file No. 1-7525).
3-2 By-Laws of the Company, as amended, is hereby
incorporated by reference to Exhibit 3-2 of
the Company's Annual Report on Form 10-K for
the year ended December 31, 1987, heretofore
filed with the Commission (file No. 1-7525).
4-1 Action by Unanimous Consent of Holders of
Preferred Stock as of September 30, 1979 per
manently waiving mandatory redemption is
hereby incorporated by reference to Exhibit
3-5 of the Company's Registration Statement
on Form S-l, No. 2-65781, heretofore filed
with the Commission on November 28, 1979.
4-2 Specimen copy of Company's Common Stock
certificate is hereby incorporated by
reference to Exhibit 4-5 of the Company's
Annual Report on Form 10-K for the year ended
December 31, 1987, heretofore filed with the
Commission (file No. 1-7525).
4-3 The Goldfield Corporation 1998 Executive Long-
term Incentive Plan is hereby incorporated by
reference to the Company's Registration
Statement on Form S-8, No. 333-72241,
heretofore filed with the Commission on
February 12, 1999.
10-2 Employment Agreement effective January 15,
1985 between The Goldfield Corporation and
John H. Sottile is hereby incorporated by
reference to Exhibit 10-6 of the Company's
Registration Statement on Form S-l, No.
33-3866, heretofore filed with the Commission
on March 10, 1986.
10-2(a) Amendment dated February 25, 1986 to the
Employment Agreement included in Exhibit 10-2
is hereby incorporated by reference to
Exhibit 10-6(a) of the Company's Registration
Statement on Form S-l, No. 33-3866,
heretofore filed with the Commission on March
10, 1986.
10-2(b) Amendment dated September 23, 1988 to
Employment Agreement effective January 15,
1985 between The Goldfield Corporation and
John H. Sottile is hereby incorporated by
reference to Exhibit 10-2(b) to the Company's
report on Form 10-Q for the quarter ended
September 30, 1988, heretofore filed with the
Commission (file No. 1-7525).
10-2(c) Amendment dated February 27, 1990 to
Employment Agreement effective January 15,
1985 between The Goldfield Corporation and
John H. Sottile, is hereby incorporated by
reference to Exhibit 10-2(c) of the Company's
Annual Report on Form 10-K for the year ended
December 31, 1989, heretofore filed with the
Commission (file No. 1-7525).
10-2(d) Amendment dated January 29, 1992 to
Employment Agreement effective January 15,
1985 between The Goldfield Corporation and
John H. Sottile, is hereby incorporated by
reference to Exhibit 10-2(d) of the Company's
Annual Report on Form 10-K for the year ended
December 31, 1991, heretofore filed with the
Commission (file No. 1-7525).
10-2(e) Amendment dated September 15, 1995 to
Employment Agreement effective January 15,
1985 between The Goldfield Corporation and
John H. Sottile, is hereby incorporated by
reference to Exhibit 10-2(e) of the Company's
report on Form 10-Q for the quarter ended
September 30, 1995, heretofore filed with the
Commission (file No. 1-7525).
10-2(f) Amendment dated September 20, 1999 to
Employment Agreement effective January 15,
1985 between The Goldfield Corporation and
John H. Sottile, is hereby incorporated by
reference to Exhibit 10-2(f) of the Company's
report on Form 10-Q for the quarter ended
September 30, 1999, heretofore filed with the
Commission (file No. 1-7525).
10-3 Employment Agreement dated January 1, 1986
among John H. Sottile, Southeast Power
Corporation and The Goldfield Corporation is
hereby incorporated by reference to Exhibit
10-8 of the Company's Registration Statement
on Form S-l, No. 33-3866, heretofore filed
with the Commission on March 10, 1986.
10-3(a) Amendment No. 1 to Employment Agreement dated
January 1, 1986 among John H. Sottile,
Southeast Power Corporation and The Goldfield
Corporation is hereby incorporated by
reference to Exhibit 10-4(a) of the Company's
report on Form 10-Q for the quarter ended
September 30, 1988, heretofore filed with the
Commission (file No. 1-7525).
10-3(b) Amendment No. 2 to Employment Agreement dated
January 1, 1986 among John H. Sottile,
Southeast Power Corporation and The Goldfield
Corporation, is hereby incorporated by
reference to Exhibit 10-4(b) of the Company's
Annual Report on Form 10-K for the year ended
December 31, 1991, heretofore filed with the
Commission (file No. 1-7525).
10-3(c) Amendment dated September 11, 1995 to
Employment Agreement effective January 1,
1986 between Southeast Power Corporation and
John H. Sottile, is hereby incorporated by
reference to Exhibit 10-3(c) of the Company's
report on Form 10-Q for the quarter ended
September 30, 1995 heretofore filed with the
Commission (file No. 1-7525).
10-3(d) Amendment dated September 20, 1999 to
Employment Agreement effective January 1,
1986 between Southeast Power Corporation and
John H. Sottile, is hereby incorporated by
reference to Exhibit 10-3(d) of the Company's
report on Form 10-Q for the quarter ended
September 30, 1999 heretofore filed with the
Commission (file No. 1-7525).
10-4 Employee Benefit Agreement dated November 20,
1989 between The Goldfield Corporation and
John H. Sottile, is hereby incorporated by
reference to Exhibit 10-5 of the Company's
Annual Report on Form 10-K for the year ended
December 31, 1989, heretofore filed with the
Commission (file No. 1-7525).
10-5 Employee Benefit Agreement dated November 16,
1989 between The Goldfield Corporation and
Stephen R. Wherry, is hereby incorporated by
reference to Exhibit 10-6 of the Company's
Annual Report on Form 10-K for the year ended
December 31, 1989, heretofore filed with the
Commission (file No. 1-7525).
10-6 Stock Purchase Agreement dated April 12, 1993
between Florida Transport Corporation and
Royalstar Southwest, Inc. relating to the
sale of San Pedro Mining Corporation is
hereby incorporated by reference to Exhibit
10-13 of the Company's Annual Report on Form
10-K for the year ended December 31, 1993,
heretofore filed with the Commission (file
No. 1-7525).
10-6(a) Amendment dated April 3, 1996 to Promissory
Note dated April 12, 1993 between Florida
Transport Corporation and The San Pedro
Mining Corporation, Royalstar Resources Ltd.,
and Royalstar Southwest is hereby
incorporated by reference to Exhibit 10-6(a)
of the Company's Annual Report on Form 10-K
for the year ended December 31, 1996,
heretofore filed with the Commission (file
No. 1-7525).
10-6(b) Amendment dated February 18, 1997 to
Promissory Note dated April 12, 1993 between
Florida Transport Corporation and The San
Pedro Mining Corporation, Royalstar Resources
Ltd., and Royalstar Southwest is hereby
incorporated by reference to Exhibit 10-6(b)
of the Company's Annual Report on Form 10-K
for the year ended December 31, 1996,
heretofore filed with the Commission (file
No. 1-7525).
10-6(c) Amendment dated May 2, 1997 to
Promissory Note dated April 12, 1993 between
Florida Transport Corporation and The San
Pedro Mining Corporation, Royalstar Resources
Ltd., and Royalstar Southwest is hereby
incorporated by reference to Exhibit 10-6(c)
of the Company's report on Form 10-Q for the
quarter ended March 31, 1997, heretofore
filed with the Commission (file No. 1-7525).
10-6(d) Amendment dated December 23, 1997 to the
Modification of Secured Term Note, Mortgage,
Security Agreement and Financing Statements
between Florida Transport Corporation and The
San Pedro Mining Corporation, Royalstar
Resources Ltd. and Royalstar Southwest, Inc.
heretofore filed with the Commission (file
No. 1-7525).
10-7 The Goldfield Corporation and Subsidiaries
Standardized Adoption Agreement and Prototype
Cash or Deferred Profit-Sharing Plan and
Trust Basic Plan Document #3 effective
January 1, 1995, is hereby incorporated by
reference to Exhibit 10-9 of the Company's
report on Form 10-Q for the quarter ended
March 31, 1995, heretofore filed with the
Commission (file No. 1-7525).
10-8 Royalty Agreement dated February 19, 1982
between Bow Valley Coal Resources, Inc. and
Northern Goldfield Investments, Ltd., Inc. is
hereby incorporated by reference to Exhibit
10-8 of the Company's Annual Report on Form
10-K for the year ended December 31, 1996,
heretofore filed with the Commission (file
No. 1-7525).
10-8(a) Amendment dated February 14, 1997 to
Royalty Agreement dated February 19, 1982
between Great Western Coal Inc. dba New
Horizons Coal Inc. and The Goldfield
Corporation is hereby incorporated by
reference to Exhibit 10-8(a) of the Company's
Annual Report on Form 10-K for the year ended
December 31, 1996, heretofore filed with the
Commission (file No. 1-7525).
11 For computation of per share earnings, see
note 11 of notes to consolidated financial
statements.
*21 Subsidiaries of Registrant
*23 Consent of Independent Auditors
*24 Powers of Attorney
(a) Powers of Attorney
(b) Certified resolution of the Registrant's
Board of Directors authorizing officers and
directors signing on behalf of the Registrant
to sign pursuant to a power of attorney.
*27 Financial Data Schedule (submitted
electronically for SEC information only)
* Filed herewith.
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.
THE GOLDFIELD CORPORATION
By /s/ John H. Sottile
(John H. Sottile)
Chairman of the Board of Directors, President,
Chief Executive Officer and Director
Dated: March 15, 2000
Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed below by the
following persons on behalf of the Registrant and in
the capacities indicated on March 15, 2000.
Signature Title
/s/ John H. Sottile Chairman of the Board of
(John H. Sottile) Directors, President, Chief
Executive Officer and Director
/s/ Stephen R. Wherry Vice President, Finance
(Stephen R. Wherry) and Chief Financial
Officer (Principal
Financial Officer),
Treasurer and Principal
Accounting Officer
* Director and Secretary
(Dwight W. Severs)
* Director
(John P. Fazzini)
* Director
(Danforth E. Leitner)
* Director
(Harvey C. Eads, Jr.)
*By: /s/ John H. Sottile
John H. Sottile
Attorney-in-Fact
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1999 Commission File No. 1-7525
THE GOLDFIELD CORPORATION
EXHIBITS
March 15, 2000
INDEX TO EXHIBITS
Sequentially
Numbered
Pages
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the
fourth quarter ended December 31, 1999.
(c) Exhibits
3-1 Restated Certificate of Incorporation of the
Company, as amended, is hereby incorporated
by reference to Exhibit 3-1 of the Company's
Annual Report on Form 10-K for the year ended
December 31, 1987, heretofore filed with the
Commission (file No. 1-7525).
3-2 By-Laws of the Company, as amended, is hereby
incorporated by reference to Exhibit 3-2 of
the Company's Annual Report on Form 10-K for
the year ended December 31, 1987, heretofore
filed with the Commission (file No. 1-7525).
4-1 Action by Unanimous Consent of Holders of
Preferred Stock as of September 30, 1979 per
manently waiving mandatory redemption is
hereby incorporated by reference to Exhibit
3-5 of the Company's Registration Statement
on Form S-l, No. 2-65781, heretofore filed
with the Commission on November 28, 1979.
4-2 Specimen copy of Company's Common Stock
certificate is hereby incorporated by
reference to Exhibit 4-5 of the Company's
Annual Report on Form 10-K for the year ended
December 31, 1987, heretofore filed with the
Commission (file No. 1-7525).
4-3 The Goldfield Corporation 1998 Executive Long-
term Incentive Plan is hereby incorporated by
reference to the Company's Registration
Statement on Form S-8, No. 333-72241,
heretofore filed with the Commission on
February 12, 1999.
10-2 Employment Agreement effective January 15,
1985 between The Goldfield Corporation and
John H. Sottile is hereby incorporated by
reference to Exhibit 10-6 of the Company's
Registration Statement on Form S-l, No.
33-3866, heretofore filed with the Commission
on March 10, 1986.
10-2(a) Amendment dated February 25, 1986 to the
Employment Agreement included in Exhibit 10-2
is hereby incorporated by reference to
Exhibit 10-6(a) of the Company's Registration
Statement on Form S-l, No. 33-3866,
heretofore filed with the Commission on March
10, 1986.
10-2(b) Amendment dated September 23, 1988 to
Employment Agreement effective January 15,
1985 between The Goldfield Corporation and
John H. Sottile is hereby incorporated by
reference to Exhibit 10-2(b) to the Company's
report on Form 10-Q for the quarter ended
September 30, 1988, heretofore filed with the
Commission (file No. 1-7525).
10-2(c) Amendment dated February 27, 1990 to
Employment Agreement effective January 15,
1985 between The Goldfield Corporation and
John H. Sottile, is hereby incorporated by
reference to Exhibit 10-2(c) of the Company's
Annual Report on Form 10-K for the year ended
December 31, 1989, heretofore filed with the
Commission (file No. 1-7525).
10-2(d) Amendment dated January 29, 1992 to
Employment Agreement effective January 15,
1985 between The Goldfield Corporation and
John H. Sottile, is hereby incorporated by
reference to Exhibit 10-2(d) of the Company's
Annual Report on Form 10-K for the year ended
December 31, 1991, heretofore filed with the
Commission (file No. 1-7525).
10-2(e) Amendment dated September 15, 1995 to
Employment Agreement effective January 15,
1985 between The Goldfield Corporation and
John H. Sottile, is hereby incorporated by
reference to Exhibit 10-2(e) of the Company's
report on Form 10-Q for the quarter ended
September 30, 1995, heretofore filed with the
Commission (file No. 1-7525).
10-2(f) Amendment dated September 20, 1999 to
Employment Agreement effective January 15,
1985 between The Goldfield Corporation and
John H. Sottile, is hereby incorporated by
reference to Exhibit 10-2(f) of the Company's
report on Form 10-Q for the quarter ended
September 30, 1999, heretofore filed with the
Commission (file No. 1-7525).
10-3 Employment Agreement dated January 1, 1986
among John H. Sottile, Southeast Power
Corporation and The Goldfield Corporation is
hereby incorporated by reference to Exhibit
10-8 of the Company's Registration Statement
on Form S-l, No. 33-3866, heretofore filed
with the Commission on March 10, 1986.
10-3(a) Amendment No. 1 to Employment Agreement dated
January 1, 1986 among John H. Sottile,
Southeast Power Corporation and The Goldfield
Corporation is hereby incorporated by
reference to Exhibit 10-4(a) of the Company's
report on Form 10-Q for the quarter ended
September 30, 1988, heretofore filed with the
Commission (file No. 1-7525).
10-3(b) Amendment No. 2 to Employment Agreement dated
January 1, 1986 among John H. Sottile,
Southeast Power Corporation and The Goldfield
Corporation, is hereby incorporated by
reference to Exhibit 10-4(b) of the Company's
Annual Report on Form 10-K for the year ended
December 31, 1991, heretofore filed with the
Commission (file No. 1-7525).
10-3(c) Amendment dated September 11, 1995 to
Employment Agreement effective January 1,
1986 between Southeast Power Corporation and
John H. Sottile, is hereby incorporated by
reference to Exhibit 10-3(c) of the Company's
report on Form 10-Q for the quarter ended
September 30, 1995 heretofore filed with the
Commission (file No. 1-7525).
10-3(d) Amendment dated September 20, 1999 to
Employment Agreement effective January 1,
1986 between Southeast Power Corporation and
John H. Sottile, is hereby incorporated by
reference to Exhibit 10-3(d) of the Company's
report on Form 10-Q for the quarter ended
September 30, 1999 heretofore filed with the
Commission (file No. 1-7525).
10-4 Employee Benefit Agreement dated November 20,
1989 between The Goldfield Corporation and
John H. Sottile, is hereby incorporated by
reference to Exhibit 10-5 of the Company's
Annual Report on Form 10-K for the year ended
December 31, 1989, heretofore filed with the
Commission (file No. 1-7525).
10-5 Employee Benefit Agreement dated November 16,
1989 between The Goldfield Corporation and
Stephen R. Wherry, is hereby incorporated by
reference to Exhibit 10-6 of the Company's
Annual Report on Form 10-K for the year ended
December 31, 1989, heretofore filed with the
Commission (file No. 1-7525).
10-6 Stock Purchase Agreement dated April 12, 1993
between Florida Transport Corporation and
Royalstar Southwest, Inc. relating to the
sale of San Pedro Mining Corporation is
hereby incorporated by reference to Exhibit
10-13 of the Company's Annual Report on Form
10-K for the year ended December 31, 1993,
heretofore filed with the Commission (file
No. 1-7525).
10-6(a) Amendment dated April 3, 1996 to Promissory
Note dated April 12, 1993 between Florida
Transport Corporation and The San Pedro
Mining Corporation, Royalstar Resources Ltd.,
and Royalstar Southwest is hereby
incorporated by reference to Exhibit 10-6(a)
of the Company's Annual Report on Form 10-K
for the year ended December 31, 1996,
heretofore filed with the Commission (file
No. 1-7525).
10-6(b) Amendment dated February 18, 1997 to
Promissory Note dated April 12, 1993 between
Florida Transport Corporation and The San
Pedro Mining Corporation, Royalstar Resources
Ltd., and Royalstar Southwest is hereby
incorporated by reference to Exhibit 10-6(b)
of the Company's Annual Report on Form 10-K
for the year ended December 31, 1996,
heretofore filed with the Commission (file
No. 1-7525).
10-6(c) Amendment dated May 2, 1997 to
Promissory Note dated April 12, 1993 between
Florida Transport Corporation and The San
Pedro Mining Corporation, Royalstar Resources
Ltd., and Royalstar Southwest is hereby
incorporated by reference to Exhibit 10-6(c)
of the Company's report on Form 10-Q for the
quarter ended March 31, 1997, heretofore
filed with the Commission (file No. 1-7525).
10-6(d) Amendment dated December 23, 1997 to the
Modification of Secured Term Note, Mortgage,
Security Agreement and Financing Statements
between Florida Transport Corporation and The
San Pedro Mining Corporation, Royalstar
Resources Ltd. and Royalstar Southwest, Inc.
heretofore filed with the Commission (file
No. 1-7525).
10-7 The Goldfield Corporation and Subsidiaries
Standardized Adoption Agreement and Prototype
Cash or Deferred Profit-Sharing Plan and
Trust Basic Plan Document #3 effective
January 1, 1995, is hereby incorporated by
reference to Exhibit 10-9 of the Company's
report on Form 10-Q for the quarter ended
March 31, 1995, heretofore filed with the
Commission (file No. 1-7525).
10-8 Royalty Agreement dated February 19, 1982
between Bow Valley Coal Resources, Inc. and
Northern Goldfield Investments, Ltd., Inc. is
hereby incorporated by reference to Exhibit
10-8 of the Company's Annual Report on Form
10-K for the year ended December 31, 1996,
heretofore filed with the Commission (file
No. 1-7525).
10-8(a) Amendment dated February 14, 1997 to
Royalty Agreement dated February 19, 1982
between Great Western Coal Inc. dba New
Horizons Coal Inc. and The Goldfield
Corporation is hereby incorporated by
reference to Exhibit 10-8(a) of the Company's
Annual Report on Form 10-K for the year ended
December 31, 1996, heretofore filed with the
Commission (file No. 1-7525).
11 For computation of per share earnings, see
note 11 of notes to consolidated financial
statements.
*21 Subsidiaries of Registrant 41
*23 Consent of Independent Auditors 42
*24 Powers of Attorney 43
(a) Powers of Attorney
(b) Certified resolution of the Registrant's
Board of Directors authorizing officers and
directors signing on behalf of the Registrant
to sign pursuant to a power of attorney.
*27 Financial Data Schedule (submitted
electronically for SEC information only)
* Filed herewith.