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Form 8-K GOLDFIELD CORP For: Jun 04

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June 4, 2015 8:42 AM EDT
 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________________
FORM 8-K
___________________________________________
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 4, 2015
___________________________________________
THE GOLDFIELD CORPORATION
(Exact name of registrant as specified in its charter)
 ___________________________________________
 
 
 
 
 
Delaware
 
1-7525
 
88-0031580
(State or other jurisdiction of
incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)
 
 
 
1684 West Hibiscus Blvd.
Melbourne, FL
 
32901
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code (321) 724-1700
 ___________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 






Item 7.01.
Regulation FD Disclosure.

Attached hereto as Exhibit 99.1 are the comments to be presented at The Goldfield Corporation’s 2015 annual meeting of stockholders, which will be held in the Venezia Room at the Hilton Melbourne Rialto Place, 200 Rialto Place, Melbourne, Florida 32901 on Thursday, June 4, 2015 at 9:00 a.m. local time.
The information in this Item 7.01, and in Exhibit 99.1 attached to this form 8-K, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall this Item 7.01, such Exhibit 99.1 or any of the information contained therein be deemed incorporated by reference in any filing under the Securities Exchange Act of 1934 or the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
Item 9.01.
Financial Statements and Exhibits.
Exhibit
Description of Exhibit

99.1.
Press release, dated June 4, 2015, providing the comments to be presented at The Goldfield Corporation’s 2015 annual meeting of stockholders, by Mr. John H. Sottile, the company’s President and Chief Executive Officer.





1


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 4, 2015


THE GOLDFIELD CORPORATION



By:
/s/ STEPHEN R. WHERRY
 
Stephen R. Wherry
 
Senior Vice President, Chief Financial Officer (Principal Financial and Accounting Officer), Treasurer and Assistant Secretary



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EXHIBIT INDEX

Exhibit
Description of Exhibit

99.1.
Press release, dated June 4, 2015, providing the comments to be presented at The Goldfield Corporation’s 2015 annual meeting of stockholders, by Mr. John H. Sottile, the company’s President and Chief Executive Officer.



3
Exhibit 99.1


PRESIDENT’S COMMENTS AT GOLDFIELD’S ANNUAL MEETING
MELBOURNE, Florida, June 4, 2015 - The Goldfield Corporation (NYSE MKT: GV) released the comments to be made later today by Mr. John H. Sottile, President and Chief Executive Officer, at The Goldfield Corporation’s annual meeting of stockholders. The Goldfield Corporation headquartered in Florida, through its subsidiaries, Power Corporation of America, Southeast Power Corporation and C and C Power Line, Inc., is a leading provider of construction services to electric utilities, with operations primarily in the southeastern and mid-Atlantic regions of the United States and Texas.
THE GOLDFIELD CORPORATION
ANNUAL SHAREHOLDERS MEETING JUNE 4, 2015
COMMENTS BY JOHN H. SOTTILE, PRESIDENT
Welcome to the 108th Annual Shareholders Meeting of The Goldfield Corporation. Goldfield’s stock has been publicly traded since 1906, making it, we believe, the longest traded security on the NYSE MKT and its predecessor exchanges. I will be providing some financial specifics but would encourage you to review the more detailed information which can be found in our annual and quarterly reports and other SEC filings available on our website at www.goldfieldcorp.com. After the comments, I would be pleased to entertain questions you may have.
2014 was a year of both significant accomplishments-and disappointments. On the positive side:
•
Our acquisition of C and C Power Line, Inc. (C&C) in January 2014 made a positive contribution to the year’s results-representing approximately 24% of our electrical construction revenues.
•
Our revenue increased 10.3% to $98.4 million from $89.2 million in the prior year-attributable to both C&C and growth in construction under master service agreements (MSAs).
•
Our estimated construction backlog at year end almost quadrupled to $275.0 million from $74.5 million in the prior year-largely through growth in our MSAs. About $85.3 million of our MSA and project-specific backlog at year end is expected to be recognized in 2015-compared to about $38.2 million at prior year end.
Challenges faced in 2014 included a decline in pretax income from continuing operations of 90.0% to $778,000 from $7.8 million in the prior year. This decline largely resulted from losses aggregating $5.0 million on projects for two Texas utilities recognized in the fourth quarter-attributable to a combination of factors, including start-up delays in material procurement and adverse weather conditions which negatively impacted allocation of labor and equipment resources. As a result, we incurred a net loss for the year of $(319,000), or $(0.01) loss per share, compared to net income of $3.8 million, or $0.15 per share, in the prior year.
The problems with our Texas projects have persisted since year-end and caused a first quarter loss before taxes of $1.6 million.
As you are probably aware, Texas has suffered from epoch rain and flooding since late last year. Our Texas projects are near ground zero. During the most recent sixty day period, rainfall in areas where our


projects are located was over 400% of normal. The extraordinary amount of rain not only delays productive work, but also creates adverse ground conditions that slow ongoing work along the power line right of way. These delays have caused substantial cost overruns in labor, equipment rental and scheduling.
The $3.9 million loss booked in the first quarter on our Texas projects largely resulted from these unprecedented weather conditions, as well as a safety incident which caused a four week delay on one major project.
It is important to recognize that the problems encountered on our Texas projects are not systemic. For the first quarter our operating profit from construction projects outside Texas grew 43.4% to $1.3 million from the same period last year.
Fortunately, the Texas projects are expected to be substantially completed by June 30th. Although the precise amount of losses on these projects to be booked this quarter cannot be predicted with certainty at this point, we estimate that such losses will be substantially less than those recognized in the first quarter of 2015.
The platform for our construction operations remains stronger than ever. We appreciate your support-and patience.
*****
About Goldfield
Goldfield is a leading provider of electrical construction and maintenance services in the energy infrastructure industry, primarily in the southeastern and mid-Atlantic regions of the United States and Texas. The company specializes in installing and maintaining electrical transmission lines for a wide range of electric utilities.
For additional information on our results, please refer to our filings with the Securities and Exchange Commission which can be found on the Company’s website at http://www.goldfieldcorp.com.
This press release includes forward-looking statements within the meaning of the “safe harbor” provision of the Private Securities Litigation Reform Act of 1995 throughout this document. 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 affect the results of our operations include, among others: the level of construction activities by public utilities; the concentration of revenue from a limited number of utility customers; the loss of one or more significant customers; the timing and duration of construction projects for which we are engaged; our ability to estimate accurately with respect to fixed price construction contracts; and heightened competition in the electrical construction field, including intensification of price competition. Other factors that may affect the results of our operations include, among others: adverse weather; natural disasters; effects of climate changes; changes in generally accepted accounting principles; ability to obtain necessary permits from regulatory agencies; our ability to maintain or increase historical revenue and profit margins; general economic conditions, both nationally and in our region; adverse legislation or regulations; availability of skilled construction labor and materials and material increases in labor and material costs; and our ability to obtain additional and/or renew financing. Other important factors which could cause our actual results to differ materially from the forward-looking statements in this press release are detailed in the Company’s Risk Factors and Management’s Discussion and Analysis of Financial Condition and Results of Operation sections of our Annual Report on Form 10-K and


Goldfield’s other filings with the Securities and Exchange Commission, which are available on Goldfield’s website: http://www.goldfieldcorp.com. We may not update these forward-looking statements, even in the event that our situation changes in the future, except as required by law.
For further information, please contact:
The Goldfield Corporation
Phone:    (321) 724-1700
Email:     [email protected]




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