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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number: 0-19450
STERLING CONSTRUCTION COMPANY, INC.
-----------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 25-1655321
- -------- ----------
(State of Incorporation) (I.R.S. Employer Identification No.)
2751 CENTERVILLE ROAD, SUITE 3131, WILMINGTON, DELAWARE
19808
(Address of principal executive offices)
(Zip Code)
(817) 416-0717
--------------
(Registrant's telephone number, including area code)
-------------------------------------------------------------------------------
(Former name, former address, and former fiscal year, if changed from last
report)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities and Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such report(s), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the Registrant is an accelerated filer
(as described in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
As of November 1, 2003, 5,079,016 shares of the Registrant's Common
Stock, $0.01 par value per share were issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
STERLING CONSTRUCTION COMPANY, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets at September 30, 2003
and December 31, 2002........................................................... 3
Condensed Consolidated Statements of Operations for the three
months ended September 30, 2003 and September 30, 2002.......................... 4
Condensed Consolidated Statements of Operations for the nine
months ended September 30, 2003 and September 30, 2002.......................... 5
Condensed Consolidated Statements of Cash Flows for the nine
months ended September 30, 2003 and September 30, 2002.......................... 6
Notes to Condensed Consolidated Financial Statements............................ 7
2
STERLING CONSTRUCTION COMPANY, INC. & SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
September 30, December 31,
2003 2002
(Unaudited)
------------- ----------
ASSETS
Current assets:
Cash ......................................................................................... $ 7,238 $ 2,406
Contracts receivable ......................................................................... 31,444 22,218
Costs and estimated earnings in excess of billings on uncompleted
contracts .................................................................................... 1,843 2,793
Trade accounts receivable, less allowance of $978 and $796,
respectively ................................................................................. 2,593 3,095
Inventories .................................................................................. 4,021 3,378
Deferred tax asset ........................................................................... 1,659 1,659
Other ........................................................................................ 915 160
--------- ----------
Total current assets ............................................................... 49,713 35,709
--------- ----------
Property and equipment, at cost .................................................................... 31,832 28,585
Less accumulated depreciation ................................................................ (8,779) (5,791)
--------- ----------
23,053 22,794
--------- ----------
Goodwill ........................................................................................... 7,809 7,809
Deferred tax asset (long-term) ..................................................................... 4,402 5,952
Other assets ....................................................................................... 385 493
--------- ----------
12,596 14,254
--------- ----------
$ 85,362 $ 72,757
========= ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable ............................................................................. $ 20,196 $ 14,634
Accrued interest ............................................................................. 613 396
Billings in excess of costs and estimated earnings on uncompleted
contracts .................................................................................... 9,730 3,541
Current maturities of long-term obligations .................................................. 899 1,038
Current maturities of long-term obligations, related parties ................................. 2,250 2,000
Other accrued expenses ....................................................................... 2,887 2,353
--------- ----------
Total current liabilities ............................................................... 36,575 23,962
--------- ----------
Long-term obligations:
Long-term debt ............................................................................... 13,327 17,783
Long-term debt, related parties .............................................................. 9,044 10,023
Put liability ................................................................................ 4,577 4,577
Other long-term obligations .................................................................. 1,091 1,940
--------- ----------
28,039 34,323
--------- ----------
Minority interest .................................................................................. 4,870 3,646
Commitments and contingencies ...................................................................... -- --
Stockholders' equity:
Preferred stock, par value $0.01 per share; authorized 1,000,000 shares, none
issued ....................................................................................... -- --
Common stock, par value $0.01 per share; authorized 14,000,000 shares, 5,069,516 shares issued
and outstanding .............................................................................. 50 50
Deferred compensation expense ................................................................ (146) --
Additional paid-in capital ................................................................... 66,009 65,871
Deficit ...................................................................................... (50,034) (55,094)
Treasury stock, at cost, 207 common shares ................................................... (1) (1)
--------- ----------
Total stockholders' equity .............................................................. 15,878 10,826
--------- ----------
$ 85,362 $ 72,757
========= ==========
The accompanying notes are an integral part of these condensed consolidated
financial statements
3
STERLING CONSTRUCTION COMPANY, INC. & SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
THREE MONTHS THREE MONTHS
ENDED ENDED
SEPTEMBER 30, 2003 SEPTEMBER 30, 2002
------------------ ------------------
Contract revenues .............................................................. $ 36,630 $ 27,458
Sales .......................................................................... 4,746 5,062
----------- -----------
41,376 32,520
----------- -----------
Cost of contract revenues earned ............................................... 31,501 24,193
Cost of goods sold, including occupancy, buying and warehouse
expenses ....................................................................... 4,072 4,296
Selling and administrative expenses ............................................ 2,470 2,287
Interest expense, net of interest income ....................................... 444 619
----------- -----------
38,487 31,395
----------- -----------
Income before minority interest and income taxes ............................... 2,889 1,125
Minority interest in net earnings of subsidiary ................................ 454 260
----------- -----------
Income before taxes ............................................................ 2,435 865
State income tax expense ....................................................... 17 8
Current tax expense ............................................................ 0 0
Deferred tax expense (benefit) ................................................. 126 (384)
----------- -----------
Net income tax expense (benefit) ...................................... 143 (376)
Net income ..................................................................... $ 2,292 $ 1,241
=========== ===========
Basic and diluted net income per share:
Basic ..................................................................... $ 0.45 $ 0.25
Diluted ................................................................... $ 0.34 $ 0.21
Weighted average number of shares outstanding used in computing basic and
diluted per share amounts:
Basic ..................................................................... 5,073,349 5,055,516
Diluted ................................................................... 6,712,633 5,901,231
The accompanying notes are an integral part of these condensed consolidated
financial statements
4
STERLING CONSTRUCTION COMPANY, INC. & SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
NINE MONTHS NINE MONTHS
ENDED ENDED
SEPTEMBER 30, 2003 SEPTEMBER 30, 2002
------------------ ------------------
Contract revenues ....................................................... $ 116,167 $ 77,724
Sales ................................................................... 16,218 18,468
----------- -----------
132,385 96,192
----------- -----------
Cost of contract revenues earned ........................................ 102,730 69,082
Cost of goods sold, including occupancy, buying and warehouse
expenses ................................................................ 13,836 15,497
Selling and administrative expenses ..................................... 6,238 6,482
Interest expense, net of interest income ................................ 1,736 1,792
----------- -----------
124,540 92,853
----------- -----------
Income before minority interest and income taxes ........................ 7,845 3,339
Minority interest in net earnings of subsidiary ......................... 1,224 655
----------- -----------
Income before taxes ..................................................... 6,621 2,684
State income tax expense ................................................ 12 15
Current tax expense ..................................................... 0 0
Deferred tax expense .................................................... 1,549 361
----------- -----------
Net income tax expense ......................................... 1,561 376
Net income .............................................................. $ 5,060 $ 2,308
=========== ===========
Basic and diluted net income per share:
Basic .............................................................. $ 1.00 $ 0.46
Diluted ............................................................ $ 0.80 $ 0.39
Weighted average number of shares outstanding used in computing basic and
diluted per share amounts:
Basic .............................................................. 5,070,084 5,055,516
Diluted ............................................................ 6,308,516 5,860,258
The accompanying notes are an integral part of these condensed consolidated
financial statements
5
STERLING CONSTRUCTION COMPANY, INC. & SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLAR AMOUNTS IN THOUSANDS)
(UNAUDITED)
Nine months Nine months
Ended Ended
September 30, 2003 September 30, 2002
------------------ ------------------
Cash flows from operating activities:
Net income ...................................................................... $ 5,060 $ 2,308
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization ............................................... 3,582 2,680
Gain (loss) on sale of property and equipment ............................... 8 (39)
Deferred compensation expense ............................................... 5 --
Deferred tax expense ........................................................ 1,549 --
Increase in put liability ................................................... -- 384
Minority interest in net earnings of subsidiary ............................. 1,224 655
Changes in operating assets and liabilities:
Decrease (increase) in trade accounts receivable ............................ 502 (833)
(Increase) in contracts receivable .......................................... (9,226) (5,141)
(Increase) in inventories ................................................... (643) (186)
Decrease (increase) in costs and estimated earnings in excess of billings
on uncompleted contracts .................................................... 950 (1,239)
(Increase) decrease in prepaid expenses and other
assets ...................................................................... (647) 394
Increase in accounts payable ................................................ 5,562 4,467
Increase (decrease) in billings in excess of costs and estimated earnings
on uncompleted contracts .................................................... 6,189 (709)
Increase in accrued compensation and other liabilities ...................... 1,126 2,544
---------- ----------
Net cash provided by operating activities .............................................. 15,241 5,285
---------- ----------
Cash flows from investing activities:
Net cash paid upon acquisition of Kinsel ........................................ -- (2,662)
Proceeds from sale of equipment ................................................. (53) 94
Additions to property and equipment ............................................. (3,797) (3,577)
---------- ----------
Net cash used in investing activities .................................................. (3,850) (6,145)
---------- ----------
Cash flows from financing activities:
Borrowings under long term obligations .......................................... -- 1,822
Borrowings under short-term obligations ......................................... 250 --
Proceeds from (cancellation) issuance of long term debt ......................... (18) --
Principal payments on long-term obligations ..................................... (6,796) (2,198)
Cash received for options exercised ............................................. 5 --
---------- ----------
Net cash used in financing activities .................................................. (6,559) (376)
---------- ----------
Net increase (decrease) in cash ........................................................ 4,832 (1,236)
Cash at beginning of period ............................................................ 2,406 2,884
---------- ----------
Cash at end of period .................................................................. $ 7,238 $ 1,648
========== ==========
The accompanying notes are an integral part of these condensed consolidated
financial statements.
6
STERLING CONSTRUCTION COMPANY, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS ENDED SEPTEMBER 30, 2003
1. INTERIM FINANCIAL STATEMENTS
Sterling Construction Company, Inc. (hereinafter referred to as
"Sterling" or the "Company") was until November 2001 known as Oakhurst Company,
Inc.. The Company was formed as a result of a merger transaction in 1991, in
which Steel City Products, Inc. ("SCPI") became a majority-owned subsidiary of
the Company. In accordance with the merger agreement, Sterling owns 10% of the
outstanding common stock of SCPI and all of SCPI's Series A Preferred Stock, and
as a result, it owns 90% of the voting stock of SCPI.
Until July 2001, the Company's principal historical business had been
the distribution of products to the automotive after-market, conducted by SCPI
under the trade name "Steel City Products". Although the primary business of
Steel City Products continues to be its automotive aftermarket distribution
business, in recent years it has expanded its distribution business to include
non-food pet supplies and lawn and garden supplies. Steel City Products operates
from two facilities, in McKeesport and Glassport, Pennsylvania.
In January 1999 the Company made a minority investment in Sterling
Construction Company, which in connection with the renaming of the Company in
November 2001 was itself renamed Sterling Houston Holdings, Inc. ("SHH"). SHH is
a heavy civil construction company based in Houston, Texas that specializes in
municipal and state highway contracts for paving, bridge, water and sewer, and
light rail projects. In October 1999 certain shareholders of SHH exercised their
right to sell a second tranche of equity to Sterling. Cash for the second equity
purchase was obtained through the issuance of notes secured by the second equity
tranche, of which a part was due to two officers and directors of the Company,
and the remainder was due to certain directors and management of SHH. These
notes were restructured as part of a transaction in July 2001 (the "Sterling
Transaction"), in which Sterling further increased its equity position in SHH
from 12% to 80.1%. The original investments were recorded as an investment using
the cost method. The subsequent acquisition in July 2001 resulted in
step-acquisition treatment of the original investment.
In September 2002, an affiliate of SHH, Texas Sterling Construction,
L.P. ("TSC") acquired the Kinsel Heavy Highway construction business (the
"Kinsel Business") from a subsidiary of Insituform Technologies, Inc. ("ITI").
The acquisition included the purchase of construction equipment at its appraised
value of approximately $4.4 million, and the assumption by TSC of equipment
leases with a future obligation of approximately $1.4 million. Certain unstarted
construction contracts with revenues estimated at $38 million, subject to
post-closing adjustments, were assigned to TSC. TSC was engaged to manage the
completion of certain other contracts in return for a management fee, and hired
most of Kinsel's construction crews together with project managers and other
supervisory personnel. The consideration of $4.4 million for the Kinsel Business
was financed by TSC through the issuance to ITI of two unsecured two-year notes
in the aggregate amount of $1.5 million, with the balance funded through
additional borrowings under the SHH revolving line of credit.
The Company reports two operating segments, the "Construction" segment,
which consists of the operations of SHH, and the "Distribution" segment, which
consists of the operations of SCPI.
The accompanying condensed consolidated financial statements include
the accounts of subsidiaries in which the Company has a greater than 50%
ownership interest and all intercompany accounts and transactions have been
eliminated in consolidation.
7
In the opinion of management, the accompanying unaudited condensed
consolidated financial statements contain all adjustments necessary to present
fairly the financial position, results of operations and cash flows for the
interim periods presented. All adjustments made are of a normal, recurring
nature.
These unaudited condensed consolidated financial statements should be
read in conjunction with the audited consolidated financial statements for the
fiscal year ended December 31, 2002 ("fiscal 2002") as filed in the Company's
Annual Report on Form 10-K.
Operating results for the three and nine months ended September 30,
2003 are not necessarily indicative of the results that may be expected for the
full fiscal year.
Certain prior year balances have been reclassified to conform to
current year presentation.
2. NEW ACCOUNTING PRONOUNCEMENTS
In January 2003, the FASB issued FASB Interpretation No. 46,
Consolidation of Variable Interest Entities, which addresses the consolidation
of variable interest entities in which an enterprise absorbs a majority of the
entity's expected losses, receives a majority of the entity's expected residual
returns, or both, as a result of ownership, contractual or other financial
interests in the entity. FIN No. 46 was effective upon issuance for certain
disclosure requirements and for variable interest entities created after January
31, 2003, and in the first fiscal year or interim period beginning after
December 15, 2003 for all other variable interest entities. The Company did not
experience any impact on its financial position, results of operations or cash
flows from adoption of FIN No. 46.
In April 2003, the FASB issued Statement of Financial Accounting
Standards No. 149 ("SFAS No. 149"), "Amendment of Statement 133 on Derivative
Instruments and Hedging Activities", which amends and clarifies financial
accounting and reporting for derivative instruments, including certain
derivative instruments embedded in other contracts. SFAS No. 149 is effective
for contracts entered into or modified after June 30, 2003 and for hedging
relationships designated after June 30, 2003. The provisions of SFAS No. 149 are
to be applied prospectively. The Company does not expect that adoption of SFAS
No. 149 will have an impact on its financial statements.
In May 2003, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 150 ("SFAS No. 150"), "Accounting for
Certain Financial Instruments with Characteristics of both Liabilities and
Equity". This statement establishes standards for how an issuer classifies and
measures in its financial position certain financial instruments with
characteristics of both liabilities and equity. In accordance with this
standard, financial instruments that embody obligations for the issuer are
required to be classified as liabilities. SFAS No. 150 is effective for all
financial instruments entered into on or modified after May 31, 2003. For
existing financial instruments, SFAS No. 150 is effective at the beginning of
the first interim period beginning after June 15, 2003. The Company does not
expect any impact on its financial position, results of operations or cash flows
from adoption of SFAS No. 150.
8
3. GOODWILL
The amounts recorded by the Company for goodwill are as follows
(dollars in thousands):
Construction Distribution
Segment Segment Total
Balance, January 1, 2003 $ 7,681 $ 128 $7,809
Goodwill additions -- -- --
Impairment losses -- -- --
-------- ----- ------
Balance, September 30, 2003 $ 7,681 $ 128 $7,809
======== ===== ======
The Company performed impairment testing on both segments in the fourth
quarter of fiscal 2002. The analysis did not indicate impairment of the
Company's recorded goodwill for either segment.
4. STOCK-BASED COMPENSATION:
Effective January 1, 2003, the Company adopted FASB No. 148 "Accounting
for Stock-Based Compensation - Transition and Disclosure" which amends FASB
Statement No. 123 to provide alternative methods of transition for a voluntary
change to the fair value based method of accounting for stock-based employee
compensation. The Company will transition utilizing the prospective method for
options granted after January 1, 2003. The Company does not believe the adoption
of SFAS No. 148 will have a material effect on its financial position or results
of operations.
Prior to January 1, 2003, the Company accounted for stock-based
compensation using the intrinsic value method prescribed in Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," and
related interpretations.
The following table illustrates the effect on net income and earnings
per share if the Company had applied the fair value recognition provisions of
FASB Statement No. 123, "Accounting for Stock-Based Compensation", to
stock-based employee compensation for the three and nine months ended September
30, 2003 and September 30, 2002 (dollars in thousands, except per share data).
Three months Thee months
ended ended
September 30, September 30,
2003 2002
Net income, as reported $ 2,292 $ 1,241
Deduct: Total stock-based employee compensation expense determined under
fair value based method for all awards, net of related tax effects (13) (13)
-------- --------
Proforma net income $ 2,279 $ 1,228
Basic and diluted net income per share:
Basic, as reported $ 0.45 $ 0.25
Diluted, as reported $ 0.34 $ 0.21
Proforma, basic $ 0.45 $ 0.24
Proforma, diluted $ 0.34 $ 0.21
9
Nine months Nine months
ended ended
September 30, September 30,
2003 2002
Net income, as reported $ 5,060 $ 2,308
Deduct: Total stock-based employee compensation expense determined under
fair value based method for all awards, net of related tax effects (38) (38)
-------- --------
Proforma net income $ 5,022 $ 2,270
Basic and diluted net income per share:
Basic, as reported $ 1.00 $ 0.46
Diluted, as reported $ 0.80 $ 0.39
Proforma, basic $ 0.99 $ 0.45
Proforma, diluted $ 0.80 $ 0.39
In August 2003 60,800 options were granted to certain employees of SHH
at the then market price of $3.05 per share. These options have a ten-year life
and generally vest over five years, beginning in August 2004. Compensation
expense of $5,000 was recorded in the Company's results of operations during the
third quarter of fiscal 2003.
5. EARNINGS PER SHARE:
Basic net income or loss per common share is computed by dividing net
income by the weighted average number of common shares outstanding during the
period. Diluted net income per common share assumes the exercise of convertible
subordinated debt securities and includes dilutive stock options and warrants
using the treasury stock method. The following table reconciles the numerators
and denominators of the basic and diluted per common share computations for net
income for the three and nine months ended September 30, 2003 and September 30,
2002 (in thousands, except per share data):
Three months Three months
ended ended
September 30, September 30,
------------- -------------
2003 2002
------------- -------------
Numerator:
Net income $ 2,292 $1,241
Interest on convertible debt, net of tax 11 11
------- ------
Net income before interest on convertible debt $ 2,303 $1,252
======= ======
Denominator:
Weighted average common shares outstanding - basic 5,073 5,056
Shares for convertible debt 224 224
Shares for dilutive stock options and warrants 1,416 621
------- ------
Weighted average common shares outstanding and assumed conversions - diluted 6,713 5,901
======= ======
Basic earnings per common share: $ 0.45 $ 0.25
Diluted earnings per common share: $ 0.34 $ 0.21
10
Nine months Nine months
ended ended
September 30, September 30,
------------- -------------
2003 2002
------------- -------------
Numerator:
Net income $5,060 $ 2,308
Interest on convertible debt, net of tax 33 33
------ -------
Net income before interest on convertible debt $5,093 $ 2,341
====== =======
Denominator:
Weighted average common shares outstanding - basic 5,070 5,056
Shares for convertible debt 224 224
Shares for dilutive stock options and warrants 1,015 580
------ -------
Weighted average common shares outstanding and assumed conversions - diluted 6,309 5,860
====== =======
Basic earnings per common share: $ 1.00 $ 0.46
Diluted earnings per common share: $ 0.80 $ 0.39
6. SEGMENT INFORMATION
Until July 2001, the Company operated as a wholesale distributor,
principally of automotive aftermarket accessories (the "Distribution Segment").
Its subsidiary, SCPI, is one of the larger independent wholesale distributors of
automotive accessories in the Northeastern United States. In fiscal 1996, SCPI
began the distribution of non-food pet supplies, and in the third quarter of
fiscal 2000, expanded its business to include lawn and garden products. SCPI's
customer base of drug and supermarket retailers, discount retail chains,
hardware, and automotive chains, is largely the same across its product lines.
In July 2001, the Company increased its equity investment in SHH from
12% to 80.1%. SHH is a heavy civil construction company based in Houston that
specializes in municipal and state highway contracts for paving, bridge, water
and sewer, and light rail projects (the "Construction Segment").
Each of the Construction Segment and the Distribution Segment is
managed by its own decision makers and is comprised of unique customers,
suppliers and employees. Terry Allan, Chief Executive Officer of SCPI and
Maarten Hemsley, the Chief Financial Officer of the Company, review the
operating profitability of the Distribution Segment and its working capital
needs to allocate financial resources. The operating profitability of the
Construction Segment is reviewed by Joseph P. Harper, its Chief Financial
Officer to determine its financial needs. Allocation of resources among the
Company's operating segments is determined by Messrs. Harper and Hemsley,
subject to the terms of each Segment's bank loan agreements.
The Company's operations are therefore organized into the two operating
segments included in the following table (in thousands):
Three months ended 9/30/2003 Consolidated
Segments Construction Distribution Corporate Total
------------ ------------ --------- -----
Revenues $ 36,630 $ 4,746 -- $ 41,376
Operating profit (loss) 3,431 8 (106) $ 3,333
Interest expense, net (79) (23) (342) $ (444)
Minority interest (454) $ (454)
--------
11
Three months ended 9/30/2003 Consolidated
Segments Construction Distribution Corporate Total
------------ ------------ --------- -----
Pre-tax income $ 2,435
========
Segment assets $ 64,373 $ 7,811 $ 13,178 $ 85,362
Three months ended 9/30/2002 Consolidated
Segments Construction Distribution Corporate Total
------------ ------------ --------- -----
Revenues $ 27,458 $ 5,062 -- $ 32,520
Operating profit (loss) 2,005 (90) (171) $ 1,744
Interest expense, net (91) (19) (509) $ (619)
Minority interest (260) $ (260)
--------
Pre-tax income $ 865
========
Segment assets $ 46,558 $ 8,193 $ 15,230 $ 69,981
Nine months ended 9/30/2003 Consolidated
Segments Construction Distribution Corporate Total
------------ ------------ --------- -----
Revenues $ 116,167 $ 16,218 -- $ 132,385
Operating profit (loss) 9,404 463 (286) $ 9,581
Interest expense, net (321) (70) (1,345) $ (1,736)
Minority interest (1,224) $ (1,224)
---------
Pre-tax income $ 6,621
=========
Segment assets $ 64,373 $ 7,811 $ 13,178 $ 85,362
Nine months ended 9/30/2002 Consolidated
Segments Construction Distribution Corporate Total
------------ ------------ --------- -----
Revenues $ 77,724 $ 18,468 -- $ 96,192
Operating profit (loss) 5,023 663 (555) $ 5,131
Interest expense, net (283) (60) (1,449) $ (1,792)
Minority interest (655) $ (655)
--------
Pre-tax income $ 2,684
========
Segment assets $ 46,558 $ 8,193 $ 15,230 $ 69,981
7. PUT RESTRUCTURING
As part of the July 2001 transaction in which SHH became an 80.1%
subsidiary of the Company, the selling shareholders of SHH were granted a "Put"
exercisable after July 2004 with respect to the remaining 19.9% of SHH stock. In
September 2003 the Put agreement was amended to provide for the payment of the
Put either totally in cash or in a prescribed combination of cash and securities
over a five year period. At the same time certain other obligations that would
become due when the Put is exercised were similarly restructured. As any
12
cash to be used for payment of the Put and other obligations would be derived
from borrowings under existing long-term bank facilities, these liabilities
continue to be reported as long-term.
8. REVERSE SPLIT AND DEREGISTRATION AT SCPI
In October 2003, the Board of Directors of SCPI approved a 1 for
300,000 reverse split of SCPI's common stock and deregistration of the common
stock of SCPI as a listed equity security. The transaction was approved by the
Company; SCPI's majority stockholder. Holders of less than one share as a result
of the reverse stock split are entitled to receive cash in lieu of fractional
shares at the rate of $0.0168 per pre-split share (one point six eight cents).
9. DEFERRED TAXES
Due to the higher than expected earnings through the first three
quarters of fiscal 2003, the Company reevaluated the utilization of its deferred
tax asset in the third quarter. As a result, the valuation allowance was reduced
by approximately $702,000 to reflect the expected utilization in fiscal 2003.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
The corporate structure resulting from the 1991 merger, whereby Steel
City Products, Inc. ("SCPI") became a special, limited purpose subsidiary of
Oakhurst Company, Inc. ("Oakhurst"), since renamed Sterling Construction
Company, Inc. (hereinafter referred to as "Sterling" or "the Company") was
designed to facilitate capital formation by Sterling while permitting Sterling
and SCPI to file consolidated tax returns so that both may utilize existing tax
benefits, including approximately $110 million of net operating loss
carry-forwards remaining at December 31, 2002. Through Sterling's ownership of
SCPI, primarily in the form of preferred stock, Sterling retains the value of
SCPI and receives substantially all of the benefit of SCPI's operations through
the right to dividends on such preferred stock.
Sterling's principal business historically was the distribution of
automotive aftermarket accessories, described herein as the "Distribution
Segment". The Distribution Segment is conducted by SCPI under the trade name
"Steel City Products" and involves the distribution of automotive parts and
accessories, together with non-food pet supplies and lawn and garden products
from facilities in McKeesport and Glassport, Pennsylvania. SCPI is believed to
be one of the largest independent wholesale distributors of automotive
accessories in the Northeastern United States.
In January 1999 a subsidiary of the Company, OTI, made a minority
investment in Sterling Construction Company, since renamed Sterling Houston
Holdings, Inc. ("SHH"). SHH is a heavy civil construction company based in
Houston, Texas that specializes in municipal and state highway contracts for
paving, bridge, water and sewer, and light rail projects, (the "Construction
Segment"). Upon reaching certain performance objectives, in October 1999 certain
SHH shareholders exercised their right to sell a second tranche of equity to
OTI. Cash for the second equity purchase was obtained through the issuance of
notes secured by such equity, of which notes totaling $559,000 was due to Robert
Davies, then the Company's Chairman and Chief Executive Officer. Under a
Participation Agreement, Maarten Hemsley, then the Company's President and now
its Chief Financial Officer, funded $116,000 of the amount advanced by Mr.
Davies pursuant to such Promissory Note. The balance of the notes issued to
acquire the second tranche was owed to certain directors and management of SHH,
a portion of which was reflected as adjustments to additional paid-in capital.
These notes were restructured as part of the Sterling Transaction whereby the
Company further increased its equity percentage in SHH from 12% to 80.1%. The
Sterling Transaction was closed in July 2001.
13
In September 2002, a wholly-owned subsidiary of SHH, Texas Sterling
Construction, L.P. ("TSC") acquired the Kinsel Heavy Highway construction
business (the "Kinsel Business") from a subsidiary of Insituform Technologies,
Inc. ("ITI"). The acquisition included the purchase of construction equipment at
its appraised value of approximately $4.4 million, and the assumption by TSC of
operating equipment leases with a future obligation of approximately $1.4
million. Certain unstarted construction contracts with revenues estimated at $38
million, subject to post-closing adjustments were assigned to TSC. TSC was
engaged to manage the completion of certain other contracts in return for a
management fee and hired most of Kinsel's construction crews together with
project managers and other supervisory personnel. The consideration of $4.4
million for the Kinsel Business was financed by TSC through the issuance to ITI
of two unsecured two-year notes in the aggregate amount of $1.5 million, with
the balance funded through additional borrowings under the SHH revolving line of
credit.
Each of the Distribution Segment and the Construction Segment is
managed by its own decision makers and comprises unique customers, suppliers and
employees. Terry Allan, Chief Executive Officer of SCPI and Maarten Hemsley, the
Chief Financial Officer of the Company, review the operating profitability of
the Distribution Segment and its working capital needs to allocate financial
resources. The operating profitability of the Construction Segment is reviewed
by Joseph P. Harper, the Company's President and SHH's Chief Financial Officer,
to determine its financial needs. Allocation of resources among the Company's
operating segments is determined by Messrs. Harper and Hemsley, subject to the
terms of each Segment's bank loan agreements.
LIQUIDITY AND CAPITAL RESOURCES
FINANCING
At SHH, the level of working capital varies principally as a result of
changes in the levels of cost and estimated earnings in excess of billings, of
billings in excess of cost and estimated earnings, and of customer receivables
and contract retentions. SHH's cash requirements are also impacted by its needs
for capital equipment, which in the past have generally been financed from cash
flow or from borrowings under its line of credit.
At SCPI, the level of working capital needs varies primarily with the
amounts of inventory carried, which can change seasonally, the size and
timeliness of payment of receivables from customers and the amount of credit
extended by suppliers. SCPI's working capital needs not financed by suppliers
have been financed from cash flow, borrowings under its line of credit and other
loans.
At September 30, 2003, the Company's debt consisted of (in thousands):
Related party notes:
Subordinated debt $ 2,000
Zero coupon notes 6,437
Convertible subordinated notes 560
Management/director notes 2,296
-------
11,293
SHH revolver 10,000
SCPI revolver 3,327
Insituform notes 750
Mortgage payable 1,172
Equipment notes & capital leases 69
-------
$26,611
=======
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In April 2003 the Company repaid its obligation under the KTI Loan in
the amount of $1,000,000 plus accrued interest of approximately $220,000. In
consideration for the prepayment, 394,000 warrants for common shares of the
Company's stock that were issued in connection with the KTI Loan were cancelled.
Casella Waste Systems, the parent company of KTI, retains 100,000 warrants,
which are exercisable for common shares of the Company's stock at $1.50 per
share. The warrants may be exercised after January 2006.
Related Party Notes
Subordinated Debt
As part of the Sterling Transaction, certain shareholders of SHH were
issued subordinated promissory notes in the aggregate amount of $6 million in
payment for certain of their SHH shares. These notes are repayable over three
years in equal quarterly installments and carry interest at 12% per annum.
Subordinated Zero Coupon Notes
The Sterling Transaction was funded in part through the sale of zero
coupon notes and the issuance of zero coupon notes to certain selling
shareholders in SHH. Warrants for Sterling common stock were issued in
connection with the zero coupon notes. The zero coupon notes are shown at their
present value, discounted at a rate of 12% and mature four years from the date
of closing of the Sterling Transaction, in July 2005. Warrants issued in
connection with the notes are exercisable up to ten years from closing and first
become exercisable in July 2005 at $1.50 per common share. Patrick Manning,
Chairman and Chief Executive Officer of the Company, and Joseph P. Harper
received zero coupon notes in the face amount of $799,000 and $1.0 million,
respectively and warrants for 63,498 shares and 81,301 shares, respectively, in
the Sterling Transaction.
Convertible Subordinated Notes
In December 2001, in conjunction with an amendment to the SCPI Revolver
and in order to strengthen SCPI's working capital position through an advance to
SCPI to fund the purchase of additional inventory, Sterling obtained funding
principally from members of management and directors (including Robert Frickel,
Joseph P. Harper and Maarten Hemsley, who contributed $155,000, $100,000 and
$25,000, respectively) aggregating $500,000 (the "Convertible Subordinated
Notes"). In January 2002, two other members of management, including Bernard
Frank, Chairman of SCPI, funded a further $60,000, which was used for general
corporate purposes. The notes evidencing these advances are convertible at any
time prior to their maturity date into the Company's common stock at a price of
$2.50 per share and mature and are payable in full in December 2004. Interest at
an annual rate of 12% is payable monthly. The notes are senior to debt issued in
connection with the Sterling Transaction.
Management/Director Notes
Notes with an aggregate face amount of $1.3 million issued in
connection with the October 1999 purchase of the second equity tranche of shares
of SHH were restructured as part of the Sterling Transaction. Of the total,
notes for $800,000 were due to members of SHH's management, including Joseph P.
Harper, since appointed President of the Company. Notes totaling approximately
$550,000 were due to Robert Davies, the Company's former Chairman and Chief
Executive Officer, and, through a participation agreement, Maarten Hemsley,
formerly the Company's President and now its Chief Financial Officer. In
consideration for the extension of the maturity dates of these notes, the face
amounts were increased by an aggregate of approximately $342,000. Furthermore,
certain accrued amounts due to Messrs. Davies and
15
Hemsley aggregating approximately $355,000 were converted into notes. All such
notes mature over four years and carry interest at 12%. Principal and interest
may be paid only from defined cash flow of Sterling and SCPI, or from proceeds
of any sale of SCPI's business.
In January 2003, in order to further improve SCPI's working capital
position, certain members of the Company's management loaned SCPI an aggregate
of $250,000 under short-term promissory notes that were due in July 2003. The
notes bear interest at 10% per annum, payable monthly. In July 2003 the maturity
date of the notes was extended to December 31, 2003 and the notes were
guaranteed by the Company.
Sterling Revolver and SCPI Revolver
In conjunction with the Sterling Transaction, SHH entered into a
three-year agreement providing for a revolving line of credit with a maximum
line of $13.0 million, subject to a borrowing base (the "SHH Revolver"). The
line of credit carries interest at prime, is subject to achievement of certain
financial targets, is secured by the equipment of SHH and is subject to the
maintenance of certain financial covenants. In September 2002, in connection
with the acquisition of the Kinsel Business, the line of credit was amended to
increase the maximum line to $17.0 million. In March 2003 SHH agreed with its
bank on a two-year extension of its bank revolving line of credit, until March
31, 2006, and, reflecting recent strong cash flow and expected lower borrowing
requirements, the maximum amount available under the line was reduced, at the
request of SHH, to $14 million from $17 million. At September 30, 2003, the
balance on the SHH Revolver was $10.0 million. SHH was in compliance with its
financial covenants for the quarter ended September 30, 2003.
Management believes that the SHH Revolver will provide adequate funding
for SHH's working capital, debt service and capital expenditure requirements,
including seasonal fluctuations, for at least the next twelve months.
In July 2001, SCPI replaced its existing line of credit with financing
from an institutional lender (the "SCPI Revolver"). The SCPI Revolver originally
was for a term of two years in the amount of $4.5 million, subject to a
borrowing base and carried an interest rate equal to prime plus 1%. Due to
concerns stemming from the August 2001 bankruptcy filing of Ames Department
Stores, a significant customer of SCPI, the SCPI Revolver was amended to shorten
the term of the line and increase the interest rate to prime plus 1.5%. Upon
satisfaction to the lender of SCPI's ability to maintain sales and profitability
levels, the SCPI Revolver was again amended in December 2001 to provide for a
line of $5.0 million, subject to a borrowing base, and to extend the term to May
31, 2003. In November 2002, the Revolver was again amended to extend the term to
May 31, 2004 and to remove certain limitations on borrowing. At September 30,
2003, the outstanding balance on the SCPI Revolver was $3.3 million and the
effective rate of interest was 5.5%. The Revolver is secured by the assets of
SCPI and is subject to the maintenance of certain financial covenants. In August
2003, the SCPI Revolver was amended to extend the maturity date to December 31,
2004, reduce the interest rate to prime plus 1% and revise certain borrowing
limitations. SCPI received a waiver from the lender for its covenant
requirements at June 30, 2003 and September 30, 2003 and paid a fee of $7,500 in
connection therewith.
Management believes that the SCPI Revolver and the proceeds from the
Convertible Subordinated Notes and short-term notes will provide adequate
funding for SCPI's working capital, debt service and capital expenditure
requirements, including seasonal fluctuations for at least the next twelve
months, assuming no material deterioration in current sales levels or profit
margins.
KTI Loan
In December 1998, the Company entered into a loan agreement with KTI,
Inc., a subsidiary of Casella Waste Systems, Inc. (the "KTI Loan") pursuant to
which KTI committed to
16
fund a minimum of $11.5 million for capital expenditures and start-up losses
incurred by New Heights, a waste-to-energy facility located in Ford Heights,
Illinois.
In July 2001, all except $1,000,000 of the KTI Loan and accrued
interest thereon was cancelled pursuant to the Unwinding Agreements, with the
balance converted to a four year subordinated loan, with interest of 12% due at
maturity. The face value of the KTI Loan was accounted for by a reduction for
the fair value of the approximately 494,000 warrants for Sterling common stock
issued to KTI, to be amortized over the life of the loan.
In April 2003, the KTI loan of $1,000,000 plus accrued interest of
approximately $220,000 was prepaid. In consideration for the prepayment, 394,000
warrants for Sterling common stock were cancelled.
Insituform Notes
In September 2002, a wholly-owned subsidiary of SHH acquired the Kinsel
Heavy Highway construction business from a subsidiary of Insituform
Technologies. The transaction was financed through the issuance of two unsecured
two-year notes aggregating $1.5 million to Insituform, with the balance funded
through additional borrowings under the SHH Revolver. The Insituform Notes bear
interest at 9% and are payable in quarterly installments plus accrued interest.
SHH Mortgage
In June 2001, SHH completed the construction of a new headquarters
building on land adjacent to its existing equipment repair facility in Houston.
The building was financed principally through an additional mortgage of $1.1
million on the land and facilities, at an interest rate of 7.75% per annum,
repayable over 15 years. The new mortgage is cross-collateralized with an
existing mortgage on the land and facilities which was obtained in 1998 in the
amount of $500,000, repayable over 15 years with an interest rate of 9.3% per
annum.
Other Debt and Capital Leases
In October 1998, SCPI obtained from the Redevelopment Authority of the
City of McKeesport a low-interest loan (the "Subordinated Loan"), subordinated
to the SCPI Revolver, in the amount of $98,000 and carrying interest at 5% per
annum. The loan, which funded leasehold improvements at SCPI, is being repaid in
monthly installments through October 2003.
In addition, SCPI has entered into certain capital leases for equipment
that generally carry terms of five years, payable in monthly installments. The
lease expirations range from October 2003 to October 2007.
CASH FLOWS
Net cash provided by operating activities in the nine months ended
September 30, 2003 increased by approximately $10.0 million over the nine months
ended September 30, 2002. The increase was principally due to improved cash flow
from operations, combined with increases in levels of Construction Segment
billings in excess of costs on uncompleted contracts.
Compared with the prior year, net cash used in investing activities
decreased by approximately $2.3 million; the acquisition of the Kinsel business
had accounted for increased investing requirements in the prior year.
17
In the nine months ended September 30, 2003 the Company reduced its
debt obligations by approximately $6.2 million, primarily reflecting a decrease
in the SHH Revolver and the prepayment of the KTI Loan in April 2003.
FORWARD LOOKING STATEMENTS
From time to time the information provided by the Company or statements
made by its employees may contain so-called "forward-looking" information that
involves risks and uncertainties. In particular, statements contained in this
Item 2 - "Management's Discussion and Analysis of Financial Condition and
Results of Operations," which are not historical facts (including, but not
limited to statements concerning anticipated sales, profit levels, customers and
cash flows) are forward-looking statements. The Company's actual future results
may differ significantly from those stated in any forward-looking statements.
Factors that may cause such differences include, but are not limited to the
factors discussed above as well as the accuracy of the Company's internal
estimates of revenue and operating expense levels. Each of these factors and
others are discussed from time to time in the Company's Securities and Exchange
Commission filings.
CERTIFICATION
This Form 10-Q has been certified by Patrick T. Manning, Chief
Executive Officer of the Company, and by Maarten D. Hemsley, Chief Financial
Officer of the Company, pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 (Subsections (a) and (b) of section 1350, chapter 63 of title 18, United
States Code) and the certification is attached as Exhibit 32.0.
MATERIAL CHANGES IN FINANCIAL CONDITION
At September 30, 2003, there had been no material changes in the
Company's financial condition since December 31, 2002, as discussed in Item 7 of
the Company's Annual Report on Form 10-K for the period ended December 31, 2002.
RESULTS OF OPERATIONS
Operations include the consolidated results for SCPI, which through its
operating division, Steel City Products, headquartered in McKeesport,
Pennsylvania, distributes automotive accessories, non-food pet supplies and lawn
and garden products (the "Distribution Segment"). In July 2001, pursuant to the
Sterling Transaction, the Company increased its investment in SHH from 12% to
80.1%. SHH is a heavy civil construction company based in Houston that
specializes in municipal and state highway contracts for paving, bridge, water
and sewer, and light rail. Operations of SHH consist of one segment (the
"Construction Segment").
THREE MONTHS ENDED SEPTEMBER 30, 2003 COMPARED WITH THREE MONTHS ENDED SEPTEMBER
30, 2002
CONSTRUCTION
For the three months ended September 30, 2003, Construction reported
revenues of $36.6 million, an increase of $9.1 million, or 33% compared with the
three months ended September 30, 2002. The increase was due to higher revenues
on municipal contracts and the addition of the Kinsel business, enhanced by
generally favorable weather with little rain during the quarter.
Gross profit for the period was $5.1 million, or 14.0% of contract
revenues, compared with gross profit in the third quarter last year of $3.3
million, or 11.9% of contract revenues. The increase in gross margin resulted
from the increase in contract revenues which generated greater operation
efficiencies and to the mix of contracts.
18
SHH reported an operating profit of $3.4 million for the quarter,
compared with an operating profit of $2.0 million last year. The improvement was
due primarily to the revenue increase and better gross margins.
Contract backlog at SHH at September 30, 2003 was approximately $126
million, of which approximately 67% is not expected to be constructed until
fiscal 2004. Due to budgetary constraints affecting Construction's principal
municipal customers, revenue levels and profit margins on future contracts may
not continue to reflect the current year levels.
DISTRIBUTION
Third quarter sales by SCPI totaled $4.7 million, a decrease of
$316,000 compared with the third quarter of the prior year. Sales of automotive
products decreased by approximately $308,000 and sales of pet products decreased
by $99,000, in both cases principally due to the July 2002 liquidation of Ames
Department Stores, a significant customer. Offsetting the decreases were sales
of lawn and garden products that increased by $91,000 in the third quarter.
Gross profit for the Distribution Segment was $675,000, or 14.2% of
sales, compared with gross profit in the prior year of $766,000, or 15.1% of
sales. The decrease was due to the lower sales volumes, combined with lower
margins resulting principally from the increased proportion of lawn and garden
products shipped in the current year.
The Distribution Segment reported an operating profit of $8,000 in the
third quarter, compared with an operating loss of $90,000 in the third quarter
of the prior year. The improvement was due to reductions in operating expenses
that offset the lower revenues and gross margins.
CORPORATE
Operating expenses at the corporate level decreased by approximately
$70,000 due primarily to lower legal, tax and shareholder expenses and to a
reduction in expense related to the put liability for the three months ended
September 30, 2003.
NINE MONTHS ENDED SEPTEMBER 30, 2003 COMPARED WITH NINE MONTHS ENDED SEPTEMBER
30, 2002
CONSTRUCTION
For the nine months ended September 30, 2003, Construction reported
revenues of $116.2 million, an increase of $38.4 million, or 49.5% compared with
the nine months ended September 30, 2002. The increase was due to higher
revenues on municipal contracts and the addition of the Kinsel business,
enhanced by generally favorable weather during the first nine months, which
permitted faster average completion of contracts.
Gross profit for the first nine months was $13.4 million, or 11.6% of
contract revenues, compared with gross profit in the first nine months of last
year of $8.6 million, or 11.1% of contract revenues.
SHH reported an operating profit of $9.4 million for the first nine
months of the current year, compared with an operating profit of $5.0 million in
the same period of the prior year. The improvement was due primarily to the
revenue increase.
19
DISTRIBUTION
First nine month sales at SCPI totaled $16.2 million, a decrease of
$2.3 million compared with the first nine months of the prior year. The decrease
was principally due to the July 2002 liquidation of Ames Department Stores, a
significant customer of automotive and pet products; sales to Ames in the first
nine months of fiscal 2002 totaled approximately $2.4 million. Despite wet
weather during much of this year's first nine months, sales of lawn and garden
products increased by $1.1 million, mainly due to sales to new customers and to
increased sales to existing customers.
Gross profit for the distribution segment was $2.4 million, or 14.7% of
sales, compared with gross profit in the prior year of $3.0 million, or 16.1% of
sales. The decrease was due to the lower sales volumes, combined with lower
margins resulting principally from the increased proportion of lawn and garden
products shipped in the current year.
The Distribution Segment reported an operating profit of $463,000 in
the first nine months of fiscal 2003, compared with an operating profit of
$663,000 in the first nine months of the prior year. The decrease was due to the
lower sales volume and lower gross margins, offset in part by reduced operating
expenses.
CORPORATE
Operating expenses at the corporate level decreased by approximately
$274,000 due primarily to lower legal, tax and shareholder expenses and to a
reduction in expense related to the put liability for the nine months ended
September 30, 2003.
ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURE ABOUT MARKET RISK
The Company is exposed to certain market risks from transactions that
are entered into during the normal course of business. Sterling's primary market
risk exposure is related to interest rate risk. The Company manages its interest
rate risk by attempting to balance its exposure between fixed and variable rates
while attempting to minimize its interest costs. An increase of 1% in the market
rate of interest would have increased the Company's interest expense for the
nine months ended September 30, 2003 by approximately $37,000.
Financial derivatives are used as part of the overall risk management
strategy. These instruments are used to manage risk related to changes in
interest rates. The portfolio of derivative financial instruments consists of
interest rate swap agreements. Interest rate swap agreements are used to modify
variable rate obligations to fixed rate obligations, thereby reducing the
exposure to higher interest rates. Amounts paid or received under interest rate
swap agreements are accrued as interest rates change with the offset recorded in
interest expense.
The Company applies Statement of Financial Standards (SFAS) No. 133,
Accounting for Derivative Instruments and Hedging Activities. Under SFAS No.
133, the Company's interest rate swaps have not been designated as hedging
instruments; therefore changes in fair value are recognized in current earnings.
Because the Company derives no revenues from foreign countries or
otherwise has no obligations in foreign currency, the Company experiences no
foreign currency exchange rate risk.
ITEM 4. CONTROLS AND PROCEDURES
Within the 90 days prior to the date of this report, the Company
carried out an evaluation under the supervision and with the participation of
the Company's management, including the Company's Chief Executive Officer and
Chief Financial Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures pursuant to Rule 13a-14
20
under the Securities Exchange Act of 1934, as amended. Based on that evaluation,
the Company's Chief Executive Officer and Chief Financial Officer have concluded
that the Company's disclosure controls and procedures are adequate and effective
in timely alerting them to material information relating to the Company required
to be included in the Company's periodic filings with the SEC.
There have been no significant changes in the Company's internal
controls or in other factors that could significantly affect internal controls
subsequent to the date the Company carried out its evaluation.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
There are no material legal proceedings outstanding against the
Company.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders during the
quarter for which this report is filed.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
*10.1 Put Restructuring Agreement dated September 25, 2003
*31.1 Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive
Officer
*31.2 Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial
Officer
*32.0 Section 1350 Certification of the Chief Executive Officer and
Chief Financial Officer
(b) Reports on Form 8-K
a. 8-K filed August 15, 2003, reporting release of its
results of operations for the three and six months
ended June 30, 2003.
- --------------
*filed herewith
21
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
STERLING CONSTRUCTION COMPANY, INC.
Date: November 10, 2003 By: /s/ Patrick T. Manning.
-------------------------------
Patrick T. Manning.
Chief Executive Officer
Date: November 10, 2003 By: /s/ Maarten D. Hemsley
-------------------------------
Maarten D. Hemsley
Chief Financial Officer
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INDEX TO EXHIBITS
*10.1 Put Restructuring Agreement dated September 25, 2003
*31.1 Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer
*31.2 Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer
*32.0 Section 1350 Certification of the Chief Executive Officer and Chief
Financial Officer
23