Meadow Valley (MM) (NASDAQ:MVCO)
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Meadow Valley Corporation (NASDAQ:MVCO) today announced operating
results for the third quarter and first nine months of 2008.
Third Quarter Results
For the three months ended September 30, 2008, total revenue increased
10.8% to $60.8 million compared to $54.9 million for the third quarter
of 2007. Construction services revenue increased 24.2% to $44.5 million
compared to $35.9 million for the same period last year, driven by
scheduled progress on the higher value of construction projects in
backlog at the beginning of this year's third quarter as compared to
last year. Construction materials revenue decreased 14.0% to $16.1
million compared to $18.7 million for last year's third quarter, the
result of continued weakness in residential construction in Meadow
Valley's Phoenix, Arizona and Las Vegas, Nevada metropolitan markets.
Construction materials testing revenue decreased 33.5% to $0.2 million
for this year's third quarter compared to $0.3 million for the same
period last year.
Gross margin for the third quarter of 2008 increased to 12.7% compared
to 8.0% for the third quarter of 2007. Construction services gross
margin was $7.8 million, or 17.4% of construction services revenue,
compared to $3.3 million, or 9.1% of construction services revenue, for
the same period last year. Construction services gross margin for this
year's third quarter was positively affected by the settlement announced
on September 9, 2008 of all claims related to the completed Gooseberry
project. Gross margin for this year's third quarter included net claims
proceeds received in excess of amounts previously recorded as claims
receivable of approximately $2.3 million. Construction materials gross
margin was 0.1% compared to 6.0% for the same period last year.
Net income after minority interest for the third quarter of 2008
increased 107.4% to $2.3 million, or $0.43 per diluted share. This
compares to net income after minority interest for the third quarter of
2007 of $1.1 million, or $0.21 per diluted share. At September 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 at September 30, 2008 increased 63.4% to
$145.1 million compared to backlog of $88.8 million at September 30,
2007.
Nine Months Results
For the nine months ended September 30, 2008, total revenue increased
14.1% to $178.2 million compared to $156.2 million for the first nine
months of 2007. Construction services revenue increased 35.5% to $128.7
million compared to $94.9 million for the same period last year,
construction materials revenue decreased 19.6% to $48.7 million compared
to $60.5 million for the same period last year, and construction
materials testing revenue increased 15.3% to $0.9 million compared to
$0.7 million for the same period last year.
Net income after minority interest for the nine months ended September
30, 2008 increased 87.2% to $4.7 million, or $0.88 per diluted share.
This compares to net income after minority interest of $2.5 million, or
$0.47 per diluted share, for the nine months ended September 30, 2007.
Balance Sheet Highlights
At September 30 2008, Meadow Valley reported working capital of $28.5
million, including cash, cash equivalents and restricted cash of $42.9
million. At December 31, 2007, working capital was $23.0 million,
including cash, cash equivalents and restricted cash of $28.5 million.
Stockholders' equity increased to $39.7 million at September 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 merger agreement, all of the
outstanding shares of Meadow Valley Corporation will be acquired for
$11.25 per share, without interest, in cash.
In accordance with the merger agreement, the Special Committee of Meadow
Valley's Board of Directors, with the assistance of its advisors,
conducted a market test for 45 days by soliciting superior proposals
from other parties. The solicitation of proposals resulted in no
superior proposals or alternative transactions.
The transaction is subject to several closing conditions, including the
approval of Meadow Valley's stockholders. The Company filed its
preliminary proxy statement on Schedule 14A and other materials with the
SEC on September 19, 2008 pursuant to the merger agreement. Following
completion of the SEC's review of these filings, the Company intends to
file a definitive proxy statement and schedule a special meeting of
shareholders to consider and vote on the merger agreement.
Conference Call
Meadow Valley has scheduled a conference call today at 11:00 a.m. EST.
To participate in the call, dial (212) 231-2912 and ask for the Meadow
Valley conference call, reservation #21397158. 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. EST at this same Internet
address. For a telephone replay, dial (800) 633-8284, reservation
#21397158 after 1:00 p.m. EST.
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.
Additional Information about the Merger and Where to Find It
In connection with our proposed merger, a preliminary proxy
statement and other materials were filed by Meadow Valley with the SEC
on September 19, 2008. These materials were amended by our filings with
the SEC on October 27, 2008 and on November 10, 2008. WE URGE
INVESTORS TO READ THE DEFINITIVE 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 definitive 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 IN THE PROPOSED MERGER, 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.
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 or a change in the terms 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.
MEADOW VALLEY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three months ended
Nine months ended
September 30,
September 30,
2008
2007
2008
2007
Revenue:
Construction services
$
44,528,164
$
35,863,460
$
128,669,078
$
94,925,171
Construction materials
16,088,023
18,705,892
48,683,689
60,520,249
Construction materials testing
213,990
321,989
859,371
745,597
Total revenue
60,830,177
54,891,341
178,212,138
156,191,017
Cost of revenue:
Construction services
36,759,766
32,606,003
113,020,399
87,271,446
Construction materials
16,065,321
17,591,342
48,380,164
54,947,266
Construction materials testing
266,273
316,453
724,636
843,492
Total cost of revenue
53,091,360
50,513,798
162,125,199
143,062,204
Gross profit
7,738,817
4,377,543
16,086,939
13,128,813
General and administrative expenses
4,594,949
3,060,221
10,060,044
9,282,720
Income from operations
3,143,868
1,317,322
6,026,895
3,846,093
Other income (expense):
Interest income
172,560
395,861
608,692
1,164,024
Interest expense
(33,727
)
(50,156
)
(101,231
)
(196,421
)
Other income (expense)
12,702
131,651
(65,278
)
297,501
151,535
477,356
442,183
1,265,104
Income before income taxes and minority interest in consolidated
subsidiary
3,295,403
1,794,678
6,469,078
5,111,197
Income tax expense
(1,185,265
)
(663,855
)
(2,328,868
)
(1,893,532
)
Income before minority interest in consolidated subsidiary
2,110,138
1,130,823
4,140,210
3,217,665
Minority interest in consolidated subsidiary
185,435
(23,851
)
526,754
(724,327
)
Net income
$
2,295,573
$
1,106,972
$
4,666,964
$
2,493,338
Basic net income per common share
$
0.44
$
0.22
$
0.90
$
0.49
Diluted net income per common share
$
0.43
$
0.21
$
0.88
$
0.47
Weighted average common shares outstanding
Basic
5,179,589
5,130,980
5,168,723
5,126,690
Diluted
5,319,710
5,310,448
5,312,188
5,306,868
MEADOW VALLEY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30,
December 31,
2008
2007
(Unaudited)
Assets:
Current assets:
Cash and cash equivalents
$
42,916,728
$
28,146,028
Restricted cash
246
327,886
Accounts receivable, net
30,102,446
28,565,983
Prepaid expenses and other
1,293,182
2,973,664
Inventory, net
1,745,632
1,232,478
Costs and estimated earnings in excess of billings on uncompleted
contracts
255,085
567,013
Note receivable
114,181
110,824
Deferred tax asset
658,334
580,103
Total current assets
77,085,834
62,503,979
Property and equipment, net
33,818,075
36,173,373
Refundable deposits
158,604
186,508
Note receivable, less current portion
338,476
424,536
Claims receivable
1,729,676
2,463,880
Total assets
$
113,130,665
$
101,752,276
Liabilities and Stockholders' Equity:
Current liabilities:
Accounts payable
$
18,728,537
$
15,288,168
Accrued liabilities
6,727,475
6,907,633
Notes payable
5,051,256
4,216,498
Obligations under capital leases
-
102,100
Income tax payable
829,935
1,770,786
Billings in excess of costs and estimated earnings on uncompleted
contracts
17,241,132
11,248,107
Total current liabilities
48,578,335
39,533,292
Notes payable, less current portion
9,955,390
12,269,017
Deferred tax liability
2,610,836
2,610,836
Total liabilities
61,144,561
54,413,145
Commitments and contingencies
Minority interest in consolidated subsidiary
12,285,649
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,
5,180,654 and 5,148,404 issued and outstanding
5,180
5,148
Additional paid-in capital
20,828,846
20,322,115
Capital adjustments
(799,147
)
(799,147
)
Retained earnings
19,665,576
14,998,612
Total stockholders' equity
39,700,455
34,526,728
Total liabilities and stockholders' equity
$
113,130,665
$
101,752,276