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UNITED STATES
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, 2000
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 jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
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 20, 2001, the aggregate market value (based upon the
closing price on The American Stock Exchange) of the common stock held by
nonaffiliates was approximately $16.2 million.
As of February 20, 2001, 26,854,748 shares of the Registrant's common
stock were outstanding.
Documents Incorporated by Reference
Document Where Incorporated
Proxy Statement for 2001 Annual Meeting Part III
PART I
Forward-Looking Statements
We make "forward looking statements" within the "safe harbor" provision of the
Private Securities Litigation Reform Act of 1995 throughout this document and
in the documents we incorporate by reference into this Annual Report on Form
10-K. You can identify these statements by forward-looking words such as
"may," "will," "expect," "anticipate," "believe," "estimate," "plan," and
"continue" or similar words. We have based these statements on our current
expectations about future events. Although we believe that our expectations
reflected in or suggested by our forward-looking statements are reasonable, we
cannot assure you that these expectations will be achieved. Our actual results
may differ materially from what we currently expect. Factors that may effect
our results include, among others: the level of construction activities by
public utilities; the timing and duration of construction projects for which we
are engaged; our ability to estimate accurately with respect to fixed price
construction contracts; heightened competition in the electric construction
field, including intensification of price competition; the availability of
skilled construction labor; and, in connection with our real estate projects,
general economic conditions, both nationally and in our region. Important
factors which could cause our actual results to differ materially from the
forward-looking statements in this document are also set forth in the
Management's Discussion and Analysis of Financial Condition and Results of
Operations section and elsewhere in this document.
You should read this Annual Report on Form 10-K completely and with the
understanding that our actual future results may be materially different from
what we expect. We may not update these forward-looking statements, even in
the event that our situation changes in the future. All forward-looking
statements attributable to us are expressly qualified by these cautionary
statements.
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, mining activities and real
estate operations. 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 16 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 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 is primarily overhead (OPGW and ADSS).
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 16 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 1,
2001, the approximate value of uncompleted contracts was $9,000,000,
compared to $15,800,000 at February 15, 2000 and $7,580,000 at February 1,
1999.
As of February 1, 2001, electrical construction had a staff of 9 salaried
employees,including executive officers, division managers, superintendents,
project managers and administrative personnel. In addition, at such date,
electrical construction had 111 hourly-rate employees, none of whom are
affiliated with any trade or labor organization. The number of hourly-rate
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-rate 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 the relevant 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. The Company
believes that these properties are currently in good condition and properly
maintained.
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 3,700 acres of fee lands (including
3,100 acres acquired in March 2001) and an additional 500 acres of mineral
leases and 120 acres of unpatented mining claims. Together, these fee
lands, leases and claims are estimated to contain 18 million tons of
geologic reserves of natural zeolites, a special type of volcanic ash
(clinoptilolite). The Company believes the mill and mining properties are
currently in good condition and properly maintained.
With respect to the recently acquired 3,100 acres of fee lands as noted
above, the Company simultaneously acquired 25% of the mineral rights
associated with the property. The recent purchase also includes 244
acre/feet of water rights which the Company believes will be surplus to
its needs at St. Cloud and may be sold.
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 2000, St. Cloud sold 16,422 tons of natural zeolite, compared to 15,908
tons and 14,095 tons in 1999 and 1998, respectively. St. Cloud's production
facilities include drying, warehousing, bagging, blending and additional
classification capabilities.
As part of the industrial mineral operations, 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.
At February 1, 2001, St. Cloud had a total of 24 full-time employees, none
of whom are affiliated with trade or labor organizations.
St. Cloud - Base and Precious Metals Mining
The Company became involved in the exploration, mining and milling of silver,
copper and gold ores at the St. Cloud property in 1968. Production
commenced at St. Cloud in 1981. Production has been halted since 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. The
Company's investment in St. Cloud's silver mines and base and precious metal
processing equipment were written-off at the end of 1993. 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 1,250 acres of fee lands and an additional
400 acres of mineral leases and 200 acres of unpatented mining claims.
Lordsburg sold 8,365 tons of construction aggregate material in 2000, compared
to 5,152 tons and 16,547 tons in 1999 and 1998, 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, 2001, Lordsburg had a total of 2 full-time employees in New
Mexico, neither of whom is affiliated with trade or labor organizations.
Real Estate Operations
The Company's real estate operations are focused on the development of luxury
condominium projects within Florida. To date, the Company has purchased three
waterfront sites for development near Cocoa Beach, Florida. The Company plans
to construct a six-unit development on one site and a twelve-unit development
on another. The Company is presently evaluating several different types of
developments for the third site. The Company does not intend to proceed with
the development of a project unless it has sales contracts sufficient to cover
most of that project's projected costs. The Company also holds for resale 30
single-family lots near Mims, Florida, which were purchased in 1998 and 1999.
Item 2. Properties.
For information with respect to the principal properties 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 $71,285.
The lease expires in January 2004.
Item 3. Legal Proceedings.
The Company anticipates that a claim will be made against it as a result of an
accident involving a company owned vehicle in which a passenger was seriously
injured. Although the Company cannot estimate with certainty its ultimate
liability, if any, it believes it has adequate insurance to cover any damages
awarded.
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 2000.
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 2000 and 1999:
2000 1999
High Low High Low
First Quarter $2.00 $.25 $.31 $.19
Second Quarter .88 .50 .31 .19
Third Quarter .94 .56 .31 .19
Fourth Quarter .81 .38 .38 .25
As of February 20, 2001, the Company had approximately 13,000 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,
2000:
Years Ended December 31,
2000 1999 1998 1997 1996
(in thousands except per share and share amounts)
Statements of Operations
Total revenues $25,728 $20,461 $16,782 $15,974 $13,544
Net income (loss) 3,682(1) 2,476 (610) 414 (338)
Earnings (loss)
per share
Basic 0.14 0.09 (0.02) 0.01 (0.01)
Diluted 0.13 0.09 (0.02) 0.01 (0.01)
Common shares used in
the calculations of
earnings per share
Basic 26,854,748 26,854,748 26,854,748 26,854,748 26,854,748
Diluted 27,914,029 27,393,528 27,243,345 27,243,345 27,243,345
Balance Sheets
Total assets 20,229 16,296 14,213 13,967 13,652
Working capital 8,276 7,756 6,144 6,371 5,934
Stockholders'
equity 18,311 14,653 12,200 12,834 12,443
______________________________________________
(1) Net income for 2000 includes a non-recurring gain of $2,000,000 from proceeds
from a key-man life insurance policy as described in note 2 of notes to the
consolidated financial statements.
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 $3,681,856 for the year ended December 31, 2000,
compared to a net income of $2,476,235 for the year ended December 31, 1999 and
a net loss of $609,630 for the year ended December 31, 1998. Results for 2000
included a non-recurring gain of $2,000,000 from proceeds from a key-man life
insurance policy as discussed in note 2 of notes to the consolidated financial
statements. Results for 2000 and 1999 also included the recovery of $84,932 and
$374,584, respectively, relating to impairment losses of $354,156 included in
results for the year ended December 31, 1998, as discussed in note 13 of notes
to the consolidated financial statements.
Net income (loss) for the years ended December 31, 2000, 1999, and 1998,
included an income tax benefit of $1,106,059 and $478,671 and income tax
expense of $23,322, respectively.
Revenues
Total revenues for 2000 were $25,727,559 compared to $20,461,463 and 16,781,913
in 1999 and 1998, respectively. A 26% increase in 2000 over 1999 was primarily
attributable to electrical construction revenue.
Electrical construction revenue increased by 25% in 2000 to $22,696,137 from
$18,113,797 in 1999. It also increased by 25% in 1999 from $14,447,808 in 1998.
The increase in 2000 over 1999 was primarily attributable to increases in
transmission line and fiber optic cable construction. The increase for 1999
over 1998 was primarily attributable to an increase in transmission line
construction.
Electrical construction revenue for 1999 and 1998 includes the results of the
Company's former subsidiary, Fiber Optic Services, Inc. ("Services"), a fiber
optic cable splicing business. Services had revenue, net of intercompany
elimination, of $592,244 for 1999, compared to $805,783 for 1998. Effective
June 30, 1999, the Company sold to an unrelated party substantially all the
net assets of Services at the recorded net book value thereof, which was
approximately $525,070.
Revenue from mining operations increased by 21% to $2,508,277 in the year
ended 2000 from $2,073,777 in 1999. It increased 2% in 1999 from $2,041,259
in 1998. The increase for 2000 was primarily attributable to an increase in
various construction projects. These projects included land reclamation and
construction aggregate projects.
Operating Results
Electrical construction operations had an operating profit of $2,320,318
during 2000, compared to operating profits of $3,073,756 in 1999 and
$1,232,711 in 1998. The decrease in operating results in 2000 was
primarily a result of increased subcontract costs and inclement weather.
As a result of labor shortages, the Company was forced to engage the services
of subcontractors at greater costs than our internal costs. 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 1, 2001, the approximate value of uncompleted contracts was
$9,000,000, compared to $15,800,000 at February 15, 2000.
The operating profit from mining operations was $42,165 for 2000, compared
to an operating profit of $108,284 for 1999 and an operating loss of
$656,538 for 1998. The operating results from mining operations in 2000
and 1999 included the recovery of $84,932 and $374,584, respectively, of
previously recorded impairment losses related to a note receivable issued
in connection with the sale of a mine and a coal royalty. The 1998
operating results from mining included a charge of $354,156 for this
impairment loss (see note 13 of notes to consolidated financial
statements). Excluding the recoveries and impairment loss, the mining
operations had an operating loss of $42,767 for 2000 compared to operating
losses of $266,300 and $302,382 for 1999 and 1998, respectively. The
operating results from mining included depreciation expense of $278,186
during 2000, compared to $309,206 in 1999 and $313,071 in 1998.
Other Income
Other income for 2000 was $523,145, compared to $273,889 and $292,846 for
1999 and 1998, respectively. The increase in other income for 2000 was
primarily a result of increases in gain on installment sale of real
estate, interest income and gain on the sale of equipment.
Costs and Expenses
Total costs and expenses, and the components thereof, increased to
$25,151,762 for 2000 from $18,463,899 in 1999 and $17,368,221 in 1998 as a
result of increased electrical construction costs.
Electrical construction costs were $19,446,086, $14,302,105 and $12,522,747
in 2000, 1999 and 1998, respectively. The increase in costs for 2000 was
attributable to a higher level of activity.
Mining costs were $2,272,858 for 2000, compared to $2,030,871 in 1999 and
$2,029,940 in 1998. The increase in mining costs for 2000 as compared to
1999 was primarily a result of increased costs associated with increased
construction project revenue. Mining costs for 1999 were comparable to 1998
costs.
Depreciation and amortization was $1,274,296 for 2000, compared to
$1,108,931 in 1999 and $1,072,876 in 1998. The increase in depreciation and
amortization expense for 2000 as compared to 1999 was primarily a result of
recent capital expenditures, most of which have occurred in the Company's
electrical construction segment.
General corporate expenses of the Company increased to $2,284,886 in 2000,
from $1,458,365 in 1999 and $1,455,327 in 1998. The increase in general
corporate expenses for 2000 was primarily attributable to a $425,311 net
expense related to payments made under Cancellation and Release Agreements
pursuant to which certain Company Employee Benefit Agreements were
terminated (see note 7 of notes to consolidated financial statements).
Such Cancellation and Release Agreements were filed as exhibits to the
Company's Form 10Q for the quarter ended June 30, 2000. The increase in
general corporate expenses also resulted from an increase in
professional services relating to computer software upgrades and corporate
salaries expense, due in part to the hire of two additional employees.
Quarterly Financial Data (Unaudited)
Selected quarterly financial data (in thousands of dollars except per share
and share amounts) follows:
____________________2000___________________
First Second Third Fourth
Quarter Quarter Quarter Quarter
Revenues including other
income $5,060 $8,511 $6,290 $5,867
Gross profit (loss)
Electrical construction 490 1,216 401 213
Mining 102 65 (69) (56)
Income (loss) available
to common stockholders
before unusual item 290 1,076 (15) 306
Income (loss) available
to common stockholders 290 1,076 (15) 2,306
Earnings (loss) per share
Basic
Earnings (loss) per
share before
unusual item $ 0.01 $ 0.04 $ 0.00 $ 0.01
Earnings per share $ 0.01 $ 0.04 $ 0.00 $ 0.09
Diluted
Earnings (loss) per
share before
unusual item $ 0.01 $ 0.04 $ 0.00 $ 0.01
Earnings per share $ 0.01 $ 0.04 $ 0.00 $ 0.08
Common shares and
equivalents used in the
calculations of earnings
per share
Basic 26,854,748 26,854,748 26,854,748 26,854,748
Diluted 27,908,846 27,911,275 27,952,720 27,875,186
_____________________1999__________________
First Second Third Fourth
Quarter Quarter Quarter Quarter
Revenues including other
Income $6,027 $6,580 $3,659 $4,196
Gross profit (loss)
Electrical construction 816 1,037 490 731
Mining (69) 58 114 5
Net income available to
common stockholders 389 720 299 1,044
Earnings per share
Basic $ 0.01 $ 0.03 $ 0.01 $ 0.04
Diluted $ 0.01 $ 0.03 $ 0.01 $ 0.04
Common shares and
equivalents used in the
calculations of earnings
per share
Basic 26,854,748 26,854,748 26,854,748 26,854,748
Diluted 27,385,081 27,329,048 27,435,668 27,504,936
Fourth quarter 2000 results included an unusual item relating to life insurance
proceeds (note 2). The totals for the years 2000 and 1999 may differ from the
sum of the quarterly information due to rounding.
Liquidity and Capital Resources
Cash and cash equivalents at December 31, 2000 were $3,181,948 as compared to
$5,719,163 as of December 31, 1999. Cash and cash equivalents at December 31,
2000 do not include the $2,000,000 of life insurance proceeds which were not
received by the Company until February 19, 2001. Working capital at December
31, 2000 was $8,275,941, compared to $7,756,357 at December 31, 1999. The
Company's ratio of current assets to current liabilities decreased to 5.4 to
1 at December 31, 2000, from 5.9 to 1 at December 31, 1999.
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
$23,758 in each of the years ended December 31, 2000, 1999 and 1998. 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 entered into on October 30,
2000 between the Company and SunTrust Bank of Central Florida, N.A.
("SunTrust") (guaranteed by the Company's electrical construction subsidiary,
Southeast Power Corporation), the Company may borrow up to $3,000,000 at the
bank's prime rate of interest. This credit line expires April 30, 2001, at
which time the Company expects to renew it for an additional year. One
hundred thousand dollars of this line of credit has been reserved for a
standby letter of credit. This line of credit replaces the previous line of
credit agreement between Southeast Power Corporation and SunTrust. No
borrowings were outstanding under the previous or current line of credit
during the years ended December 31, 2000 and 1999.
The Company's capital expenditures for the year ended December 31, 2000
increased to $2,942,272 from $1,655,913 for 1999. This increase in the level
of capital expenditures was to accommodate the increased level of operations
in the Company's electrical construction segment. Capital expenditures in
2001 are expected to be approximately $1,200,000, which the Company expects
to finance through existing cash reserves or credit facilities.
In addition, the Company has expanded its real estate operations to include
development of luxury condominium projects. To date, the Company has
purchased three waterfront sites for development near Cocoa Beach, Florida.
As of December 31, 2000, the Company had expended $870,128 in land acquisition
and development costs on two sites (one oceanfront and one riverfront). A
third site (oceanfront) was acquired in 2001 for $350,000. Development and
construction is expected to take approximately two years per project.
Construction financing is expected to be secured through conventional real
estate project financing.
The Company has received presale reservations (which reservations are
refundable) for all six units in the first project and seven out of twelve
units in the second project. The Company is presently evaluating several
different types of developments for the third site. The Company does not
intend to proceed with the development of a project unless it has sales
contracts sufficient to cover most of that project's projected costs. No
construction contracts have yet been negotiated.
Item 8. Financial Statements
Independent Auditors' Report
The Shareholders and Board of Directors
The Goldfield Corporation:
We have audited the consolidated balance sheets of The Goldfield Corporation
and subsidiaries as of December 31, 2000 and 1999, and the related
consolidated statements of operations, cash flows and stockholders' equity
for each of the years in the three year period ended December 31, 2000.
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 auditing standards generally
accepted in the United States of America. 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, 2000 and 1999, and
the results of their operations and their cash flows for each of the years
in the three-year period ended December 31, 2000, in conformity with
accounting principles generally accepted in the United States of America.
/s/
KPMG LLP
Orlando, Florida
February 9, 2001 (except as to Note 2 which is as of February 19, 2001)
THE GOLDFIELD CORPORATION
and Subsidiaries
CONSOLIDATED BALANCE SHEETS
December 31,
2000 1999
ASSETS
Current assets
Cash and cash equivalents $ 3,181,948 $ 5,719,163
Accounts receivable and accrued billings 2,608,808 2,315,682
Insurance proceeds receivable (Note 2) 2,000,000 --
Current portion of notes receivable 42,531 42,383
Inventories (Note 3) 365,308 351,458
Costs and estimated earnings in excess of
billings on uncompleted contracts (Note 4) 981,514 139,051
Income taxes recoverable 55,999 --
Deferred income taxes (Note 6) 164,000 249,000
Prepaid expenses and other current assets 749,886 535,845
Total current assets 10,149,994 9,352,582
Property, buildings and equipment, net (Note 5) 6,201,675 4,626,695
Notes receivable, less current portion 225,680 251,563
Deferred charges and other assets
Deferred income taxes (Note 6) 2,211,000 901,000
Land and land development costs 870,128 --
Land held for sale 250,135 385,296
Cash surrender value of life insurance (Note 7) 320,343 779,100
Total deferred charges and other assets 3,651,606 2,065,396
Total assets $20,228,955 $16,296,236
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities (Note 8) $ 1,768,495 $ 1,453,707
Billings in excess of costs and estimated
earnings on uncompleted contracts (Note 4) 93,906 59,974
Current portion of deferred gain on installment sales 11,652 10,905
Income taxes payable (Note 6) -- 71,639
Total current liabilities 1,874,053 1,596,225
Deferred gain on installment sales, less current portion 44,096 47,303
Total liabilities 1,918,149 1,643,528
Commitments and contingencies (Note 15)
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 (3,066,952) (6,725,050)
Total 18,329,526 14,671,428
Less common stock in treasury, 17,358
shares, at cost 18,720 18,720
Total stockholders' equity 18,310,806 14,652,708
Total liabilities and stockholders' equity $20,228,955 $16,296,236
See accompanying notes to consolidated financial statements
THE GOLDFIELD CORPORATION
and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS
Years Ended December 31,
2000 1999 1998
Revenue
Electrical construction $22,696,137 $18,113,797 $14,447,808
Mining 2,508,277 2,073,777 2,041,259
Other income, net (Note 12) 523,145 273,889 292,846
Total revenue 25,727,559 20,461,463 16,781,913
Costs and expenses
Electrical construction 19,446,086 14,302,105 12,522,747
Mining 2,272,858 2,030,871 2,029,940
Depreciation and amortization 1,274,296 1,108,931 1,072,876
Impairment (recoveries) losses (Note 13) (84,932) (374,584) 354,156
General and administrative 2,218,509 1,396,576 1,388,502
Interest expense 24,945 -- --
Total costs and expenses 25,151,762 18,463,899 17,368,221
Income (loss) from operations
before unusual item and income taxes 575,797 1,997,564 (586,308)
Unusual item
Life insurance proceeds (Note 2) 2,000,000 -- --
Income (loss) from operations
before income taxes 2,575,797 1,997,564 (586,308)
Income taxes (benefit) (Note 6) (1,106,059) (478,671) 23,322
Net income (loss) 3,681,856 2,476,235 (609,630)
Preferred stock dividends 23,758 23,758 23,758
Income (loss) available to
common stockholders $ 3,658,098 $ 2,452,477 $(633,388)
Earnings (loss) per share of
common stock (Note 11)
Basic $0.14 $0.09 ($0.02)
Diluted $0.13 $0.09 ($0.02)
Common shares and equivalents used in the
calculations of earnings per share
Basic 26,854,748 26,854,748 26,854,748
Diluted 27,914,029 27,393,528 27,243,345
See accompanying notes to consolidated financial statements
THE GOLDFIELD CORPORATION
and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended December 31,
2000 1999 1998
Cash flows from operating activities
Net income (loss) $3,681,856 $2,476,235 ($609,630)
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities
Depreciation and amortization 1,274,296 1,108,931 1,072,876
Impairment losses -- -- 354,156
Deferred income taxes (1,225,000) (602,000) --
(Gain) loss on sale of property and equipment (87,828) (20,509) 32,215
Gain on disposition of land held for sale (136,350) (52,950) (87,785)
Write off of notes receivable -- 88,197 --
Cash provided from (used by) changes in
Accounts receivable and accrued billings (293,126) 532,121 (1,312,804)
Insurance proceeds receivable (2,000,000) -- --
Inventories (13,850) (4,659) (128,297)
Costs and estimated earnings in excess
of billings on uncompleted contracts (842,463) 1,654,068 (1,001,759)
Income taxes recoverable (55,999) -- --
Prepaid expenses and other current assets (214,041) (475,688) (9,060)
Accounts payable and accrued liabilities 314,788 (373,111) 969,165
Billings in excess of costs and estimated
earnings on uncompleted contracts 33,932 46,205 (59,279)
Income taxes payable (71,639) 48,317 (5,409)
Net cash provided by (used in)
operating activities 364,576 4,425,157 (785,611)
Cash flows from investing activities
Proceeds from the disposal of
property and equipment 180,824 92,962 161,534
Proceeds from sale of subsidiary -- 525,070 --
Issuance of notes receivable -- (161,748) (39,992)
Proceeds from notes receivable 230,462 90,554 131,818
Purchases of property and equipment (2,942,272) (1,655,913) (1,193,684)
Purchases of land held for sale -- (273,565) (156,745)
Investment in properties held for development (870,128) -- --
Proceeds from sale of land held for sale 64,324 91,609 160,002
Cash surrender value of life insurance 458,757 (7,670) (34,380)
Net cash used by investing activities (2,878,033) (1,298,701) (971,447)
Cash flows from financing activities
Payments of preferred stock dividends (23,758) (23,758) (23,758)
Net increase (decrease) in cash and cash equivalents (2,537,215) 3,102,698 (1,780,816)
Cash and cash equivalents at beginning of period 5,719,163 2,616,465 4,397,281
Cash and cash equivalents at end of period $3,181,948 $5,719,163 $2,616,465
Supplemental disclosure of cash flow information:
Interest paid $54,280 -- --
Income taxes paid 246,579 $75,012 $28,731
Supplemental disclosure of non-cash investing activities:
Notes receivable in partial payment
for land held for sale 204,727 10,000 205,153
Land held for sale acquired as payment
for notes and accounts receivable -- 120,104 101,093
See accompanying notes to consolidated financial statements
THE GOLDFIELD CORPORATION
and Subsidiaries
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Years Ended December 31,
2000 1999 1998
STOCKHOLDERS' EQUITY
ACCUMULATED Beginning balance $(6,725,050) $(9,177,527) $(8,544,139)
DEFICIT Net income (loss) 3,681,856 2,476,235 (609,630)
Cash dividends
Series A Stock
(per share: 7%) (23,758) (23,758) (23,758)
Ending balance (3,066,952) (6,725,050) (9,177,527)
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 $18,310,806 $14,652,708 $12,200,231
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, 2000 and 1999
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. 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 the 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. Revenue from
various construction projects are recognized as earned.
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 estimates in preparing these financial statements to be the
estimated cost to complete electrical contracts in progress and the deferred
income tax valuation allowance.
Financial Instruments Fair Value, Concentration of Business and Credit Risks
The carrying amounts reported in the balance sheets for cash and cash
equivalents, accounts receivable and accrued billings, accounts payable and
accrued liabilities approximate 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 $1,870,109 at December 31, 2000, due from
electrical utilities pursuant to contract terms. The Company considers these
electrical utility customers to be creditworthy.
Reclassifications - Certain amounts in 1999 and 1998 have been reclassified
to conform to the 2000 presentation.
Note 2 - Insurance Proceeds
The Company maintains life insurance on certain key employees. During the
fourth quarter of 2000, a covered employee died in an automobile accident
while traveling on company business. The insurance carrier approved the
claim of $2,000,000 in February, 2001 and proceeds were collected on
February 19, 2001.
Note 3 - Inventories
Inventories at December 31 consisted of:
2000 1999
Materials and supplies $175,767 $177,991
Industrial mineral products 125,204 91,886
Ores in process 64,337 81,581
Total inventories $365,308 $351,458
Note 4 - 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:
2000 1999
Costs incurred on uncompleted contracts $11,194,715 $4,997,862
Estimated earnings 1,606,543 1,429,301
12,801,258 6,427,163
Less billings to date 11,913,650 6,348,086
$ 887,608 $ 79,077
Included in the balance sheets under
the following captions
Costs and estimated earnings
in excess of billings on
uncompleted contracts $ 981,514 $ 139,051
Billings in excess of costs
and estimated earnings
on uncompleted contracts (93,906) (59,974)
Total $ 887,608 $ 79,077
The amounts billed but not paid by customers pursuant to retention provisions
of long-term construction contracts were $527,845 and $102,742 at December
31, 2000 and 1999, respectively, and is included in the accompanying balance
sheets in accounts receivable and accrued billings. Retainage is expected to
be collected within the next twelve months.
Note 5 - Property, Buildings and Equipment
Balances of major classes of properties at December 31 consisted of:
2000 1999
Land, mines and mining claims $ 5,261,753 $ 5,266,753
Buildings and improvements 1,792,785 1,816,859
Machinery and equipment 18,225,175 15,794,733
Construction in progress 9,822 16,930
Total 25,289,535 22,895,275
Less accumulated depreciation,
depletion and amortization 19,087,860 18,268,580
Net properties, buildings and
Equipment $ 6,201,675 $ 4,626,695
Management 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, 2000.
Note 6 - Income Taxes
The income tax provisions for the years ended December 31 consisted of:
2000 1999 1998
Current
Federal $ -- $ 39,000 $ --
State 118,941 84,329 23,322
118,941 123,329 23,322
Deferred
Federal (1,032,000) (495,000) --
State (193,000) (107,000) --
(1,225,000) (602,000) --
Total $ (1,106,059) $ (478,671) $ 23,322
Temporary differences and carryforwards, which give rise to deferred tax
assets and liabilities as of December 31, consisted of:
2000 1999
Deferred tax assets
Depletion, mineral rights and
deferred development and
exploration costs $ 322,000 $ 322,000
Accrued workers' compensation costs 4,000 9,000
Accrued vacation and bonus 160,000 240,000
Property and equipment, principally
due to differences in depreciation
and valuation write-downs 265,000 289,000
Contingent salary payments recorded
as goodwill for tax purposes 34,000 37,000
Net operating loss carryforwards 1,781,000 1,884,000
Investment tax credit carryforwards -- 9,000
Alternative minimum tax credit
carryforwards 332,000 301,000
2,898,000 3,091,000
Valuation allowance for deferred tax
assets (523,000) (1,941,000)
Total deferred tax assets 2,375,000 1,150,000
Deferred tax liabilities -- --
Total net deferred tax assets $ 2,375,000 $ 1,150,000
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 $1,418,000 during the year ended December
31, 2000.
At December 31, 2000, the Company had tax net operating loss carryforwards
of approximately $4,700,000 available to offset future taxable income,
which if unused will expire from 2001 through 2018. The Company has
alternative minimum tax credit carryforwards of approximately $332,000,
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:
2000 1999 1998
Federal statutory rate (benefit) 34.0% 34.0% (34.0)%
State income tax 4.6 4.2 3.8
Non-deductible expenses 1.0 2.6 6.6
Expiration of investment tax
Credits -- -- 32.8
Life insurance proceeds (26.4) -- --
Valuation allowance (56.1) (64.8) (5.4)
Total (42.9%) (24.0)% 3.8%
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 bought life insurance policies that built cash surrender
value while also providing life insurance benefits for the employee. The
Company was entitled to a refund of all previously paid premiums or the
cash surrender value of the policy, whichever was lower, if the agreement
was terminated prior to the employee attaining the age of 65. The Company
had the right to terminate the agreements at any time by giving written
notice to the employee. During the second quarter of 2000, the Company
entered into Cancellation and Release Agreements pursuant to which the
Company's Employee Benefit Agreements were terminated for a net expense
of $425,311.
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 $125,000, $116,000 and $95,000 for the years ended
December 31, 2000, 1999 and 1998, respectively.
Note 8 - Accounts Payable and Accrued Liabilities
Accounts payable and accrued liabilities at December 31 consisted of:
2000 1999
Accounts payable $1,179,299 $ 562,105
Bonuses 398,598 589,099
Payroll and related
expenses 147,957 160,805
Worker's
compensation
insurance reserve 10,453 22,437
Insurance 6,188 15,026
Other 26,000 104,235
Total $1,768,495 $1,453,707
Note 9 - Preferred and Common Stock
The Series A 7% Voting Cumulative Convertible Preferred Stock, par value
$1.00 per share ("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 at any time, at the option of the
Company, at par, and is not subject to any mandatory sinking fund.
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, 2000, 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 Shares 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, 2000 and 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.
A summary of option transactions follows:
Weighted
average
Range of Weighted remaining
exercise average contractual
prices exercise life
Shares per share price (in years)
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
2000 activity -- -- --
Balance outstanding,
December 31, 2000 985,000 $0.22 $0.22 8.18
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 during December
31, 2000 or 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. No stock options
were granted during 2000.
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 for the years ended December 31:
2000 1999
Income available to common
stockholders as reported $3,658,098 $2,452,477
Pro forma net income available to
common stockholders $3,617,423 $2,411,802
Earnings per share, as reported
Diluted $0.13 $0.09
Pro forma earnings per share
Diluted $0.13 $0.09
Note 11 - 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, 2000, 1999 and 1998, 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, 2000, 1999 and
1998. Diluted earnings per share includes additional dilution from
potential common stock, such as stock options outstanding or the
conversion of preferred shares to common stocks.
Note 12 - Other Income, Net
Other income, net for the years ended December 31 consisted of:
2000 1999 1998
Interest income $250,903 $183,004 $221,775
Recognized gain on
installment sale of real estate 136,350 52,950 87,785
Gain (loss) on sale of
Equipment 87,828 20,509 (32,215)
Other 48,064 17,426 15,501
Total other income, net $523,145 $273,889 $292,846
Note 13 - 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 $84,932 and $321,084 have been
separately identified in the Company's operating results from mining
for the year ended December 31, 2000 and 1999, respectively.
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 for the year ended December 31, 1999.
Note 14 - Credit Facility
Pursuant to an unsecured line of credit agreement entered into on
October 30, 2000 between the Company and SunTrust Bank of Central
Florida, N.A. ("SunTrust"), (guaranteed by the Company's electrical
construction subsidiary, Southeast Power Corporation), the Company
may borrow up to $3,000,000 at the bank's prime rate of interest.
This credit line expires April 30, 2001, at which time the Company
expects to renew it for an additional year. One hundred thousand
dollars of this line of credit has been reserved for a standby
letter of credit. This line of credit replaces the previous line
of credit agreement between Southeast Power Corporation and
SunTrust. No borrowings were outstanding under the previous or
current line of credit during the year ending December 31, 2000
and 1999.
Note 15 - Commitments and Contingencies
The Company leases its principal office space under a
non-cancelable operating lease. The future minimum lease payments
under non-cancelable operating leases outstanding December 31, 2000
are as follows:
Year Ending
December 31,
2001 $ 71,089
2002 71,285
2003 71,285
2004 5,940
Total minimum lease payments $219,599
Total rent expense for operating leases was approximately $68,772,
$66,753, and $62,573 for the years ended December 31, 2000, 1999 and
1998, respectively.
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 13.
Note 16 - Business Segment Information
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:
2000 1999 1998
Sales from operations to
unaffiliated customers
Electrical construction $22,696,137 $18,113,797 $14,447,808
Mining 2,508,277 2,073,777 2,041,259
Total $25,204,414 $20,187,574 $16,489,067
Gross profit
Electrical construction $ 2,320,318 $ 3,073,756 $ 1,232,711
Mining 42,165 108,284 (656,538)
Total gross profit 2,362,483 3,182,040 576,173
Interest and other
income, net 523,145 273,889 292,846
General corporate expenses (2,284,886) (1,458,365) (1,455,327)
Interest expense (24,945) -- --
Income (loss) from
operations before
unusual item and
income taxes $ 575,797 $ 1,997,564 $ (586,308)
The following table sets
forth certain segment
information as of the
date indicated 2000 1999 1998
Identifiable assets
Electrical construction $10,995,872 $ 9,872,851 $ 8,916,375
Mining 2,731,748 2,796,696 2,586,344
Corporate 6,501,335 3,626,689 2,710,430
Total $20,228,955 $16,296,236 $14,213,149
Capital expenditures
Electrical construction $ 2,430,854 $ 1,311,940 $ 901,347
Mining 254,908 271,837 191,034
Corporate 256,510 72,136 101,303
Total $ 2,942,272 $ 1,655,913 $ 1,193,684
Depreciation and depletion
Electrical construction $ 929,732 $ 737,936 $ 692,350
Mining 278,187 309,206 313,701
Corporate 66,377 61,789 66,825
Total $ 1,274,296 $ 1,108,931 $ 1,072,876
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:
2000 1999 1998
% of % of % of
Amount Total Sales Amount Total Sales Amount Total Sales
Electrical construction
Customer A $11,165 44
Customer B 2,684 11 $2,764 14
Customer C 2,988 15 2,321 14
Customer D 2,499 12 2,490 15
Customer E 3,529 17
Note 17 - New Accounting Pronouncements
Statement of Financial Accounting Standards No. 133 - Accounting for
Derivative Instruments and Hedging Activities. As amended by Statements 137
and 138, Statement 133 establishes methods of accounting for derivative
financial instruments and hedging activities related to those instruments
as well as other hedging activities. The Company does not hold derivative
instruments or engage in hedging activities. The Company implemented
Statement 133 beginning in the first quarter of its fiscal year ending
December 31, 2001, with no effect on its financial position, results of
operations or cash flows.
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 2001 Proxy Statement, which
information is incorporated herein 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 53
Dwight W. Severs
Secretary, Director 1998 57
Stephen R. Wherry,
Vice President, Treasurer
and Chief Financial Officer 1988 42
_________________________________
(1) As of March 1, 2001
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). From March 1998 thru January 1999,
Mr. Severs was 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 2001 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
2001 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 2001 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, 2000 and 1999 12
Consolidated Statements of Operations - Three Years
ended December 31, 2000 13
Consolidated Statements of Cash Flows - Three Years
ended December 31, 2000 14
Consolidated Statements of Stockholders' Equity -
Three Years ended December 31, 2000 15
Notes to Consolidated Financial Statements 16
No financial statement schedules are included as all applicable
information is included in the notes to the consolidated financial
statements.
(b) Reports on Form 8-K
A Report on Form 8-K was filed on December 19, 2000 announcing that
the Registrant had amended its By-Laws to require that advance notice
be given to the Registrant by any stockholder who intends to nominate
a director to the Registrant's Board of Directors or to bring
business before any meeting of the stockholders of the Registrant.
(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 Current Report on Form 8-K, 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 Current Report on
Form 8-K for the year ended December 19, 2000, heretofore filed
with the Commission (file No. 1-7525).
3-3 Amendment to the Amended By-Laws of the Company is hereby
incorporated by reference in Exhibit 3-3 of the Company's Current
Report on Form 8-K dated December 19, 2000, 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 permanently 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).
10-4(a) Cancellation and Release Agreement dated June 12, 2000 between
The Goldfield Corporation and John H. Sottile is hereby
incorporated by reference to Exhibit 10-9 of the Company's
report on Form 10-Q for the quarter ended June 30, 2000
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).
10-5(a) Cancellation and Release Agreement dated June 12, 2000 between
The Goldfield Corporation and Stephen R. Wherry is hereby
incorporated by reference to Exhibit 10-10 of the Company's
report on Form 10-Q for the quarter ended June 30, 2000
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.
* 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 14, 2001
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 14, 2001.
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 31,2000 Commission File No. 1-7525
______________________________
THE GOLDFIELD CORPORATION
EXHIBITS
March 14, 2001
Sequentially
Numbered
Pages
(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 Current Report on Form 8-K, 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 Current Report on
Form 8-K for the year ended December 19, 2000, heretofore filed
with the Commission (file No. 1-7525).
3-3 Amendment to the Amended By-Laws of the Company is hereby
incorporated by reference in Exhibit 3-3 of the Company's Current
Report on Form 8-K dated December 19, 2000, 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 permanently 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.
Sequentially
Numbered
Pages
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.
Sequentially
Numbered
Pages
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).
10-4(a) Cancellation and Release Agreement dated June 12, 2000 between
The Goldfield Corporation and John H. Sottile is hereby
incorporated by reference to Exhibit 10-9 of the Company's
report on Form 10-Q for the quarter ended June 30, 2000
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).
Sequentially
Numbered
Pages
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).
10-4(a) Cancellation and Release Agreement dated June 12, 2000 between
The Goldfield Corporation and John H. Sottile is hereby
incorporated by reference to Exhibit 10-9 of the Company's
report on Form 10-Q for the quarter ended June 30, 2000
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).
Sequentially
Numbered
Pages
10-5(a) Cancellation and Release Agreement dated June 12, 2000 between
The Goldfield Corporation and Stephen R. Wherry is hereby
incorporated by reference to Exhibit 10-10 of the Company's
report on Form 10-Q for the quarter ended June 30, 2000
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).
Sequentially
Numbered
Pages
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 39
*23 Consent of Independent Auditors 40
*24 Powers of Attorney 41
(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.
* Filed herewith.