Meadow Valley (MM) (NASDAQ:MVCO)
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MEADOW VALLEY CORPORATION (NASDAQ:MVCO) today announced operating
results for the second quarter and first half of 2008.
Second Quarter Results
For the three months ended June 30, 2008, total revenue increased 15.5%
to $67.7 million compared to $58.7 million for the second quarter of
2007. Construction services revenue increased 39.0% to $50.5 million
compared to $36.3 million for the same period last year, reflecting
scheduled progress on the larger value of highway construction projects
underway in the second quarter of 2008 versus the same period last year.
Construction materials revenue decreased 23.5% to $16.9 million compared
to $22.1 million for the same period last year, the result of continued
weakness in residential construction in Meadow Valley's primary Phoenix,
Arizona and Las Vegas, Nevada metropolitan markets. Construction
materials testing revenue increased 49.8% to $0.3 million for this
year's second quarter compared to $0.2 million for the same period last
year.
Gross margin for the second quarter of 2008 was 7.2%, versus 8.2% for
the second quarter of 2007. Construction services gross margin was 8.9%
compared to 6.8% for the same period last year, and construction
materials gross margin was 1.7% compared to 10.7% for the same period
last year.
Net income after minority interest for the second quarter of 2008 rose
68.3% to $1.4 million, or $0.27 per diluted share. This compares to net
income after minority interest for the second quarter of 2007 of $0.9
million, or $0.16 per diluted share. At June 30, 2008, Meadow Valley
owned 2,645,212 shares, or approximately 69%, of the outstanding common
stock of Ready Mix, Inc. (AMEX:RMX). Accordingly, Ready Mix, Inc.'s
operating results are consolidated in Meadow Valley's financial
statements for financial reporting purposes.
Construction services backlog was $150.9 million at June 30, 2008
compared to $104.4 million at June 30, 2007.
First Half Results
For the six months ended June 30, 2008, total revenue increased 15.9% to
$117.4 million compared to $101.3 million for the first six months of
2007. Construction services revenue increased 42.5% to $84.1 million
compared to $59.1 million for the same period last year, construction
materials revenue decreased 22.0% to $32.6 million compared to $41.8
million for the same period last year, and construction materials
testing revenue increased 52.4% to $0.6 million compared to $0.4 million
for the same period last year.
Net income after minority interest for the six months ended June 30,
2008 increased 71.1% to $2.4 million, or $0.45 per diluted share. This
compares to net income after minority interest of $1.4 million, or $0.26
per diluted share, for the six months ended June 30, 2007.
Balance Sheet Highlights
At June 30 2008, Meadow Valley reported working capital of $25.3
million, including cash, cash equivalents and restricted cash of $38.6
million. At December 31, 2007, working capital was $23.0 million,
including cash, cash equivalents and restricted cash of $28.5 million.
Shareholders' equity increased to $37.3 million at June 30, 2008
compared to $34.5 million at December 31, 2007.
Definitive Agreement to be Acquired
As announced on July 28, 2008, Meadow Valley has entered into a
definitive merger agreement to be acquired by an affiliate of Insight
Equity I LP, Dallas, Texas. Under the agreement, all of the outstanding
shares of Meadow Valley Corporation will be acquired for $11.25 per
share in cash.
The transaction is expected to close prior to December 31, 2008, and is
subject to several closing conditions, including the approval of Meadow
Valley's shareholders.
In accordance with the merger agreement, the Special Committee Meadow
Valley's Board of Directors, with the assistance of its advisors, is
conducting a market test until September 11, 2008 by soliciting superior
proposals from other parties. There is no assurance that the
solicitation of proposals will result in a superior proposal or an
alternative transaction.
Conference Call
Meadow Valley has scheduled a conference call today at 11:00 a.m. EDT.
To participate in the call, dial (212) 231-2902 and ask for the Meadow
Valley conference call, reservation #21389296. A simultaneous webcast of
the conference call may be accessed online at the Investor Information
link of www.meadowvalley.com.
A replay will be available after 2:00 p.m. EDT at this same Internet
address. For a telephone replay, dial (800) 633-8284, reservation #
21389296 after 1:00 p.m. EDT.
About Meadow Valley
Meadow Valley Corporation, based in Phoenix, Arizona, is engaged in the
construction industry as both a contractor and a supplier of
construction materials. The Company's construction services segment
specializes in structural concrete construction of highway bridges and
overpasses, and the paving of highways and airport runways, primarily in
Nevada and Arizona. The Company's construction materials operations
provide concrete and gravel products primarily to other contractors. The
Company's materials operations are concentrated in southern Nevada and
Arizona.
Forward-Looking Statements
Certain statements in this release are forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of
1995. Such statements are based on current expectations, estimates and
projections about the Company's business and its proposed acquisition
based, in part, on assumptions made by management. These statements are
not guarantees of future performance and involve risks and uncertainties
that are difficult to predict. Therefore, actual outcomes and results
may differ materially from what is expressed or forecasted in such
forward-looking statements due to numerous factors, including, but not
limited to, the following: (1) the occurrence of any event, change or
other circumstance that could give rise to the termination of the merger
agreement, (2) the outcome of any legal proceedings that may be
instituted against the Company and others following announcement of the
merger agreement, (3) the inability to complete the merger due to the
failure to obtain stockholder approval or satisfy other conditions to
the closing of the merger, (4) failure of any party to the merger
agreement to abide by the terms of that agreement, (5) risks that the
proposed transaction, including the uncertainty surrounding the closing
of the transaction, will disrupt the current plans and operations of the
Company, including as a result of undue distraction of management and
personnel retention problems, (6) conflicts of interest that may exist
between members of management who will be participating in the ownership
of the Company following the closing of the transaction and (7) the
amount of the costs, fees, expenses and charges related to the merger,
including the impact of any termination fees the Company may incur,
which may be substantial. Furthermore, the expectations expressed in
forward-looking statements about the Company could materially differ
from the actual outcomes because of changes in demand for the Company's
products and services, the timing of new orders and contract awards, the
Company's ability to successfully win contract bids, the impact of
competitive products and pricing, excess or shortage of production
capacity, bonding capacity and other risks discussed from time to time
in the Company's Securities and Exchange Commission ("SEC") filings and
reports, including the Company's Annual Report on Form 10-K for the year
ended December 31, 2007. In addition, such statements could be affected
by general industry and market conditions and growth rates, and general
domestic economic conditions. Such forward-looking statements speak only
as of the date on which they are made and the Company does not undertake
any obligation to update any forward-looking statement to reflect events
or circumstances after the date of this release, except as may be
required by law.
Additional Information about the
Merger and Where to Find It
In connection with the proposed merger, a proxy statement of Meadow
Valley and other materials will be filed with the SEC. WE URGE
INVESTORS TO READ THE PROXY STATEMENT AND THESE OTHER MATERIALS
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT MEADOW VALLEY AND THE PROPOSED
MERGER. Investors will be able to obtain free copies of the
proxy statement (when available) as well as other documents filed with
the SEC containing information about Meadow Valley at www.sec.gov,
the SEC's free internet site. Free copies of Meadow Valley's SEC filings
are also available on Meadow Valley's internet site at www.meadowvalley.com.
Furthermore, investors may obtain free copies of Meadow Valley's SEC
filings by directing such request to Meadow Valley Corporation, Attn:
Corporate Secretary, 4602 East Thomas Road, Phoenix, Arizona 85018 or by
requesting the same via telephone at (602) 437-5400.
Participants in the Solicitation
Meadow Valley and its executive officers and directors may be deemed,
under SEC rules, to be participants in the solicitation of proxies from
Meadow Valley's stockholders with respect to the proposed merger.
Information regarding the officers and directors of Meadow Valley is
included in its Annual Report on Form 10-K/A filed with the SEC on
April 29, 2008. MORE DETAILED INFORMATION REGARDING THE IDENTITY OF
POTENTIAL PARTICIPANTS, AND THEIR DIRECT OR INDIRECT INTERESTS, BY
SECURITIES HOLDINGS OR OTHERWISE, WILL BE SET FORTH IN THE PROXY
STATEMENT AND OTHER MATERIALS TO BE FILED WITH THE SEC IN CONNECTION
WITH THE PROPOSED MERGER.
MEADOW VALLEY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three months ended
Six months ended
June 30,
June 30,
2008
2007
2008
2007
Revenue:
Construction services
$
50,508,185
$
36,338,017
$
84,140,914
$
59,061,711
Construction materials
16,905,255
22,103,800
32,595,666
41,814,357
Construction materials testing
313,431
209,185
645,381
423,608
Total revenue
67,726,871
58,651,002
117,381,961
101,299,676
Cost of revenue:
Construction services
46,003,051
33,852,768
76,260,633
54,665,443
Construction materials
16,621,747
19,746,381
32,314,843
37,355,924
Construction materials testing
233,494
253,552
458,363
527,039
Total cost of revenue
62,858,292
53,852,701
109,033,839
92,548,406
Gross profit
4,868,579
4,798,301
8,348,122
8,751,270
General and administrative expenses
2,964,886
3,205,523
5,465,095
6,222,499
Income from operations
1,903,693
1,592,778
2,883,027
2,528,771
Other income (expense):
Interest income
171,249
398,880
436,132
768,163
Interest expense
(32,808
)
(68,001
)
(67,504
)
(146,265
)
Other income (expense)
(11,009
)
64,145
(77,980
)
165,850
127,432
395,024
290,648
787,748
Income before income taxes and minority interest in consolidated
subsidiary
2,031,125
1,987,802
3,173,675
3,316,519
Income tax expense
(732,339
)
(757,884
)
(1,143,603
)
(1,229,677
)
Income before minority interest in consolidated subsidiary
1,298,786
1,229,918
2,030,072
2,086,842
Minority interest in consolidated subsidiary
142,545
(373,445
)
341,319
(700,476
)
Net income
$
1,441,331
$
856,473
$
2,371,391
$
1,386,366
Basic net income per common share
$
0.28
$
0.17
$
0.46
$
0.27
Diluted net income per common share
$
0.27
$
0.16
$
0.45
$
0.26
Weighted average common shares outstanding
Basic
5,177,212
5,128,793
5,163,289
5,124,545
Diluted
5,316,016
5,314,305
5,308,427
5,305,079
MEADOW VALLEY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
June 30,
December 31,
2008
2007
(Unaudited)
Assets:
Current assets:
Cash and cash equivalents
$
38,271,058
$
28,146,028
Restricted cash
377,588
327,886
Accounts receivable, net
35,236,248
28,565,983
Prepaid expenses and other
1,775,008
2,973,664
Inventory, net
1,626,225
1,232,478
Costs and estimated earnings in excess of billings on uncompleted
contracts
297,365
567,013
Note receivable
84,365
110,824
Deferred tax asset
648,219
580,103
Total current assets
78,316,076
62,503,979
Property and equipment, net
35,200,125
36,173,373
Refundable deposits
154,736
186,508
Note receivable, less current portion
396,134
424,536
Claims receivable
2,463,880
2,463,880
Total assets
$
116,530,951
$
101,752,276
Liabilities and Stockholders' Equity:
Current liabilities:
Accounts payable
$
23,052,510
$
15,288,168
Accrued liabilities
4,729,017
6,907,633
Notes payable
5,029,394
4,216,498
Obligations under capital leases
57,733
102,100
Income tax payable
117,412
1,770,786
Billings in excess of costs and estimated earnings on uncompleted
contracts
20,068,160
11,248,107
Total current liabilities
53,054,226
39,533,292
Notes payable, less current portion
11,062,480
12,269,017
Deferred tax liability
2,610,836
2,610,836
Total liabilities
66,727,542
54,413,145
Commitments and contingencies
Minority interest in consolidated subsidiary
12,471,084
12,812,403
Stockholders' equity:
Preferred stock - $.001 par value; 1,000,000 shares authorized,
none issued and outstanding
--
--
Common stock - $.001 par value; 15,000,000 shares authorized,
5,178,654 and 5,148,404 issued and outstanding
5,179
5,148
Additional paid-in capital
20,756,290
20,322,115
Capital adjustments
(799,147
)
(799,147
)
Retained earnings
17,370,003
14,998,612
Total stockholders' equity
37,332,325
34,526,728
Total liabilities and stockholders' equity
$
116,530,951
$
101,752,276