-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TdMPBkbNMBN+JijDfcYbBBylX6yES+gSSLWCnY7JNiVBR33JblGOY6EY+u8GaOa+ cpBZDGGM8sEU9J4c4Hoz7Q== 0000042316-00-000003.txt : 20000316 0000042316-00-000003.hdr.sgml : 20000316 ACCESSION NUMBER: 0000042316-00-000003 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000315 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GOLDFIELD CORP CENTRAL INDEX KEY: 0000042316 STANDARD INDUSTRIAL CLASSIFICATION: WATER, SEWER, PIPELINE, COMM AND POWER LINE CONSTRUCTION [1623] IRS NUMBER: 880031580 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 001-07525 FILM NUMBER: 570269 BUSINESS ADDRESS: STREET 1: 100 RIALTO PL STE 500 CITY: MELBOURNE STATE: FL ZIP: 32901 BUSINESS PHONE: 4077241700 MAIL ADDRESS: STREET 1: 100 RIALTO PLACE STREET 2: SUITE 500 CITY: MEMBOURNE STATE: FL ZIP: 32901 FORMER COMPANY: FORMER CONFORMED NAME: GOLDFIELD CONSOLIDATED MINES CO DATE OF NAME CHANGE: 19670628 10-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-K X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1999 OR ___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period ________ to ________ Commission File Number: 1-7525 The Goldfield Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 88-0031580 (State or other (IRS Employer jurisdiction of Identification Number) incorporation or organization) 100 Rialto Place, Suite 500 Melbourne, Florida 32901 (Address of principal executive offices) (Zip Code) (321) 724-1700 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on Common Stock, which registered Par Value $.10 per share The American Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ___ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] On February 22, 2000, the aggregate market value (based upon the closing price on The American Stock Exchange) of the common stock held by nonaffiliates was approximately $13.1 million. As of February 22, 2000, 26,854,748 shares of the Registrant's common stock were outstanding. Documents Incorporated by Reference Document Where Incorporated Proxy Statement for 2000 Annual Meeting Part III PART I Item 1. Business. The Goldfield Corporation, incorporated in Wyoming in 1906 and subsequently reincorporated in Delaware in 1968, is engaged in electrical construction, including the placement of fiber optic cable, and mining activities. Unless the context otherwise requires, the terms "Goldfield" and "the Company" as used herein to mean The Goldfield Corporation and its consolidated subsidiaries. For information concerning sales, operating profits and identifiable assets by business segment, see note 15 of notes to consolidated financial statements. Electrical Construction The Company, through its subsidiary Southeast Power Corporation ("Southeast Power"), is engaged in the construction and maintenance of electrical facilities for utilities and industrial customers in the southeastern United States. The Company also installs fiber optic cable for fiber optic cable manufacturers, telecommunication companies and electric utilities as far west as the Rocky Mountain states. The Company's construction business through Southeast Power includes the construction of transmission lines, distribution systems and substations and other electrical installation services for utility systems and industrial and specialty projects. Fiber optic cable installation includes both overhead (OPGW and ADSS) and underground placement. It is the Company's policy to commit itself only to the amount of work it believes it can properly supervise, equip and complete to the customer's satisfaction and schedule. As a result of this policy and the magnitude of some of the construction projects undertaken by the Company, a substantial portion of the Company's annual revenue is derived from a relatively small number of customers, the specific identity of which vary from year to year. See note 15 of notes to consolidated financial statements. Construction is customarily performed pursuant to the plans and specifications of customers. The Company generally supplies the management, labor, equipment, tools and, except with respect to some utility customers, the materials necessary to construct a project. Contracts may extend beyond one year, although most projects are completed within 90 days. The electrical construction business is highly competitive. A portion of the electrical construction work requires payment and performance bonds. The Company has adequate bonding availability. The Company enters into contracts on the basis of either competitive bidding or direct negotiations with its customers. Competitively bid contracts account for a majority of the Company's construction revenues. Although there is considerable variation in the terms of the contracts undertaken, such contracts typically involve either lump sum or unit price contracts, pursuant to which the Company agrees to do the work for a fixed amount. The magnitude and duration of projects undertaken by the Company vary, which may result in substantial fluctuations in its backlog from time to time. At February 15, 2000, the approximate value of uncompleted contracts was $15,800,000, compared to $7,580,000 at February 1, 1999 and $1,500,000 at March 1, 1998. As of February 1, 2000, electrical construction had a staff of 11 salaried employees, including executive officers, division managers, superintendents, project managers and administrative personnel. In addition, at such date, electrical construction had 81 hourly-rated employees, none of whom are affiliated with any trade or labor organization. The number of hourly-rated employees fluctuates depending upon the number and size of projects under construction at any particular time. The Company believes that the experience and continuity of its employees has been an important factor in its success. Management of the Company believes its relations with both its salaried and hourly rated employees are good. The Company is subject to the authority of state and municipal regulatory bodies concerned with the licensing of contractors. The Company believes that it is in compliance with such licensing requirements in all jurisdictions in which it conducts its business. The administrative and maintenance facilities of Southeast Power are located on a 13-acre tract of land near Titusville, Florida, which is owned by the Company. The office building has 3,744 feet of floor space and the shop and buildings contain approximately 17,000 feet of floor space. Mining The Company, through its subsidiaries, explores for, mines, processes and markets industrial minerals, aggregate products and base and precious metals from properties located in New Mexico. The Company does not consider itself to be a significant factor in the mining industry, except with respect to natural zeolites. The Company competes with other companies in the search for and the acquisition of mining properties and their exploration and development. Many of these competitors have substantially greater financial resources than the Company, which may give them certain competitive advantages, especially with respect to projects requiring large amounts of capital. The Company's mining operations are subject to the jurisdiction of federal and state governmental authorities, which have responsibility for environmental matters such as air and water quality, the promotion of occupational safety and mine reclamation. The Company has in the past reclaimed mining areas, tailing impoundments and other associated disturbances and expects to continue to do so in the future. Costs of such reclamation are charged against earnings as incurred. Future costs or capital expenditures relating to the protection of the environment are not expected to have a material adverse effect on the Company's earnings. The Company believes that compliance with mine reclamation laws will not adversely affect the competitive position of its operations since competitors in the mining industry are subject to the same laws. The Company holds federal and state environmental permits and licenses required for the operation of its mining activities. St. Cloud - Industrial Minerals St. Cloud Mining Company, a Florida corporation ("St. Cloud"), is a wholly owned subsidiary of the Company and operates the St. Cloud mill and mining properties in Sierra County, New Mexico. The St. Cloud mill and mining properties encompass approximately 1,900 acres of fee lands, mineral leases and unpatented mining claims, which are estimated to include several million tons of geologic reserves of natural zeolites, a special type of volcanic ash (clinoptilolite). The clinoptilolite mineral occurs in flat lying beds and is extracted by conventional open pit mining methods. At the St. Cloud mill, the clinoptilolite minerals are crushed, dried, and sized without beneficiation and shipped in bulk, packaged or modified to customer's specifications. Most deliveries are by contract motor carriers to manufacturers, brokers, or independent sales agents who incorporate zeolites into consumer products or for specific industrial uses. Zeolite markets include animal feed supplements, cat litter, industrial fillers and absorbents, air and water filtration media, environmental products and soil conditioners. The zeolite product is also used in other applications where ammonia control or specific cation exchange capacity is required. In 1999, St. Cloud sold 15,908 tons of natural zeolite, compared to 14,095 tons and 15,013 tons in 1998 and 1997, respectively. St. Cloud's production facilities include drying, warehousing, bagging, blending and additional classification capabilities. At February 1, 2000, St. Cloud had a total of 25 full-time employees, none of whom are affiliated with trade or labor organizations. St. Cloud - Base and Precious Metals Mining Since 1968, the Company has been involved in the exploration, mining and milling of silver, copper and gold ores at the St. Cloud property. Production commenced at St. Cloud in 1981. Production was halted in 1992 due to declining metal prices and mine grades. St. Cloud's viability is sensitive to the future price of base and precious metals, particularly silver. Significant portions of the Company's investment in St. Cloud's silver mines, processing facilities and equipment were written-down at the end of 1993. St. Cloud currently estimates their indicated reserves to be approximately 349,500 tons averaging 0.70% copper, 5.95 ounces silver per ton and 0.031 ounces gold per ton. Based on current metal prices, the Company believes that the above-estimated reserves are not, at present, economically recoverable. As part of the industrial mineral operations, as well as the Company's construction aggregate operations described below, the Company provides off-site construction services utilizing personnel and equipment. Such construction projects have included restoring an endangered species habitat, closure of a municipal landfill, and providing construction aggregates for road projects. Management of the Company reviews the net carrying value of all mining facilities on a periodic basis to determine, among other factors, (1) the net realizable value of each major project, (2) the ability of the Company to fund all care, maintenance and standby costs, (3) the status and usage of the assets while in a standby mode, to determine whether some form of amortization is appropriate and (4) current projections of metal prices that affect the decision to reopen or make a disposition of the Company's assets. Lordsburg The Lordsburg Mining Company, a wholly owned subsidiary of the Company ("Lordsburg"), owns approximately 1,800 acres of fee lands, mineral leases and unpatented mining claims which include certain mining claims leased in the Lordsburg Mining District, and existing milling facilities, buildings and other personal property located on the claims. Indicated reserves are estimated to be 103,800 tons averaging 0.53% copper, 1.0 ounces silver per ton and 0.097 ounces gold per ton. Based on current metal prices and operating costs, the above estimated reserves are not, at present, economically recoverable. Lordsburg sold 5,152 tons of construction aggregate material in 1999, compared to 16,547 tons and 24,553 tons in 1998 and 1997, respectively. Although the Company has continued production of construction aggregates at Lordsburg, a final decision with respect to the future operations at Lordsburg has not been reached. At February 1, 2000, Lordsburg had a total of 2 full-time employees in New Mexico, neither of whom is affiliated with trade or labor organizations. Item 2. Properties. For information with respect to the principal properties and equipment utilized in the Company's mining and electrical construction operations, see "Item 1. Business." The Company's principal office is located in Melbourne, Florida, where the Company leases 4,503 square feet of space at an annual rental rate of $68,940. The lease, which expires in January 2001, may be renewed for one additional three-year term. Item 3. Legal Proceedings. There is no material pending legal proceeding, other than routine litigation incidental to the business of the Company, to which the Company or any of its subsidiaries is a party or to which any of their property is subject. Item 4. Submission of Matters to a Vote of Security Holders. No matter was submitted to a vote of security holders during the fourth quarter of 1999. PART II Item 5. Market for Registrant's Common Equity and Related Stockholder Matters. The Common Stock of the Company is traded on The American Stock Exchange under the symbol GV. The following table shows the reported high and low sales price at which the Common Stock of the Company was traded in 1999 and 1998: 1999 1998 High Low High Low First Quarter 5/16 3/16 7/16 5/16 Second Quarter 5/16 3/16 3/8 5/16 Third Quarter 5/16 3/16 7/16 1/4 Fourth Quarter 3/8 1/4 5/16 3/16
As of March 1, 2000, the Company had approximately 13,350 holders of record. The Company has paid no cash dividends on its Common Stock since 1933, and it is not expected that the Company will pay any cash dividends on its Common Stock in the immediate future. Item 6. Selected Financial Data. The following table sets forth summary consolidated financial information of the Company for each of the years in the five-year period ended December 31, 1999: Years Ended December 31, 1999 1998 1997 1996 1995 (in thousands except per share amounts) Statements of Operations Total revenues $20,461 $16,782 $15,974 $13,544 $13,328 Net income (loss) 2,476 (610) 414 (338) (678) Earnings (loss) per share of common stock 0.09 (0.02) 0.01 (0.01) (0.03) Balance Sheets Total assets 16,296 14,213 13,967 13,652 13,847 Working capital 7,507 6,144 6,371 5,934 6,241 Stockholders' equity 14,653 12,200 12,834 12,443 12,805
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. Results of Operations Net Income (Loss) The Company had net income of $2,476,235 for the year ended December 31, 1999, compared to a net loss of $609,630 for the year ended December 31, 1998 and a net income of $413,971 for the year ended December 31, 1997. Results for 1999 included a recovery of $374,584 relating to impairment losses of $354,156 included in results for the year ended December 31, 1998, as discussed in Note 5 to the consolidated financial statements. Net income (loss) for the years ended December 31, 1999, 1998 and 1997, included an income tax benefit of $478,671 and income tax expense of $23,322 and $340,731, respectively. Revenues Total revenues for 1999 were $20,461,463 compared to $16,781,913 and $15,974,357 in 1998 and 1997, respectively. A 22% increase of 1999 over 1998 was primarily attributable to electrical construction revenue. Electrical construction revenue increased by 25% in 1999 to $18,113,797 from $14,447,808 for 1998 and $13,742,723 for 1997. Electrical construction revenue includes the results of the Company's former subsidiary, Fiber Optic Services, Inc. ("Fiber Optic"), a fiber optic cable splicing business. Fiber Optic had revenue, net of intercompany elimination, of $592,244 for 1999, compared to $805,783 for 1998 and $1,114,954 for 1997. Effective June 30, 1999, the Company sold to an unrelated party substantially all the net assets of Fiber Optic at the recorded net book value thereof, approximately $525,070. Revenue from mining operations increased by 2% to $2,073,777 for the year ended 1999, compared to $2,041,259 in 1998 and $1,814,583 in 1997. Operating Results Electrical construction operations had an operating profit of $3,073,756 during 1999, compared to operating profits of $1,232,711 in 1998 and $1,715,608 in 1997. The increase in operating results in 1999 was primarily due to increased revenue and profit margin from transmission line construction. The varying magnitude and duration of electrical construction projects may result in substantial fluctuation in the Company's backlog from time to time. At February 15, 2000, the approximate value of uncompleted contracts was $15,800,000, compared to $7,580,000 at February 1, 1999. The operating profit from mining operations was $108,284 for 1999, compared to operating losses of $656,538 and $82,003 for 1998 and 1997, respectively. The operating results from mining operations in 1999 included the recovery of $374,584 of previously recorded impairment losses related to the Harlan Coal Royalty and the San Pedro mine (see note 5 of notes to consolidated financial statements). The 1998 operating results from mining included a charge of $354,156 for this impairment loss. The operating results from mining included depreciation expense of $309,206 during 1999, compared to $313,701 in 1998. Other Income Other income for 1999 was $273,889, compared to $292,846 and $407,051 for 1998 and 1997, respectively. The decrease in other income for 1999 was primarily a result of lower interest income. Costs and Expenses Total costs and expenses, and the components thereof, increased to $18,463,899 for 1999 from $17,368,221 in 1998 and $15,219,655 in 1997 as a result of increased electrical construction costs. Electrical construction costs were $14,302,105, $12,522,747 and $11,361,069 in 1999, 1998 and 1997, respectively. The increase in costs for 1999 was attributable to a higher level of activity. Mining costs were $2,030,871 for 1999, compared to $2,029,940 in 1998 and $1,565,801 in 1997. Depreciation and amortization was $1,108,931 for 1999, compared to $1,072,876 in 1998 and $1,058,403 in 1997. General corporate expenses of the Company increased to $1,458,365 in 1999, from $1,455,327 in 1998 and $1,285,954 in 1997. Liquidity and Capital Resources Cash and cash equivalents at December 31, 1999 were $5,719,163 as compared to $2,616,465 as of December 31, 1998. Working capital at December 31, 1999 was $7,507,357, compared to $6,143,737 at December 31, 1998. The Company's ratio of current assets to current liabilities increased to 5.7 to 1 at December 31, 1999, from 4.1 to 1 at December 31, 1998. The Company does not enter into financial instruments for trading purposes. Financial instruments consist principally of cash and cash equivalents with limited market risk sensitivity. The Company paid cash dividends on its Series A Preferred Stock in the amount of $17,819 in each of the years ended December 31, 1999, 1998 and 1997. The Company has paid no cash dividends on its Common Stock since 1933, and it is not expected that the Company will pay any cash dividends on its Common Stock in the immediate future. Pursuant to an unsecured line of credit agreement between the Company's subsidiary, Southeast Power Corporation, and SunTrust Bank of Central Florida, N.A. (guaranteed by the Company), Southeast Power may borrow up to $1,000,000 at the bank's prime rate of interest. This credit line expires June 30, 2000, at which time the Company expects to renew it for an additional year. No borrowings were outstanding under this line of credit during the years ended December 31, 1999 and 1998. However, since 1996, $100,000 of this line of credit has been reserved for a standby letter of credit. The Company's capital expenditures for the year ended December 31, 1999 increased to $1,655,913 from $1,193,684 for 1998. Capital expenditures in 2000 are expected to be approximately $3,000,000, which the Company expects to finance through existing cash reserves or credit facilities. This increase in the level of capital expenditures is to accommodate the increased level of operations in the Company's electrical construction segment. Year 2000 Compliance In the past, many computers, software programs, and other information technology ("IT systems"), as well as other equipment relying on microprocessors or similar circuitry ("non-IT systems"), were written or designed using two digits, rather than four, to define the applicable year. As a result, if not addressed, these systems may not have been able to properly interpret dates beyond the Year 1999, which may have led to business disruptions. Accordingly, the Company identified and performed all needed material modifications and testing of significant systems, and communicated with customers, suppliers, banks and others with whom it does significant business to determine their Year 2000 readiness and the extent to which the Company was vulnerable to any other organization's Year 2000 issues. The Company considers the transition into the year 2000 successful from the perspective of its systems. In addition to the changeover to January 1, 2000, it has been shown that certain other dates may also present similar problems for some systems. The Company continues to monitor the situation. To date, the Company has not experienced any material Year 2000 issues with respect to its systems, customers or suppliers. The Company estimates that the total cost to the Company of Year 2000 activities has been less than $10,000. Item 8. Financial Statements and Supplementary Data. Independent Auditors' Report The Shareholders and Board of Directors The Goldfield Corporation: We have audited the consolidated financial statements of The Goldfield Corporation and subsidiaries as listed in the accompanying index. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of The Goldfield Corporation and subsidiaries at December 31, 1999 and 1998, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 1999, in conformity with generally accepted accounting principles. /s/ KPMG LLP Orlando, Florida February 15, 2000 THE GOLDFIELD CORPORATION and Subsidiaries CONSOLIDATED BALANCE SHEETS December 31, 1999 1998 ASSETS Current assets Cash and cash equivalents $ 5,719,163 $ 2,616,465 Accounts receivable and accrued billings 2,315,682 3,133,855 Current portion of notes receivable 42,383 123,393 Inventories (Note 2) 351,458 346,799 Costs and estimated earnings in excess of billings on uncompleted contracts (Note 3) 139,051 1,793,119 Prepaid expenses and other current assets 535,845 83,428 Total current assets 9,103,582 8,097,059 Property, buildings and equipment, net (Note 4) 4,626,695 4,450,256 Notes receivable, less current portion 251,563 293,956 Deferred charges and other assets Deferred income taxes (Note 6) 1,150,000 548,000 Land held for sale 385,296 52,448 Cash surrender value of life insurance (Note 7) 779,100 771,430 Total deferred charges and other assets 2,314,396 1,371,878 Total assets $16,296,236 $14,213,149 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable and accrued liabilities (Note 8) $ 1,453,707 $ 1,905,457 Billings in excess of costs and estimated earnings on uncompleted contracts (Note 3) 59,974 13,769 Current portion of deferred gain on installment sales 10,905 10,774 Income taxes payable (Note 6) 71,639 23,322 Total current liabilities 1,596,225 1,953,322 Deferred gain on installment sales, less current portion 47,303 59,596 Total liabilities 1,643,528 2,012,918 Stockholders' equity Preferred stock, $1 par value per share, 5,000,000 shares authorized; issued and outstanding 339,407 shares of Series A 7% voting cumulative convertible stock (Note 9) 339,407 339,407 Common stock, $.10 par value per share, 40,000,000 shares authorized; issued and outstanding 26,872,106 shares (Notes 9, 10 and 11) 2,687,211 2,687,211 Capital surplus 18,369,860 18,369,860 Accumulated deficit (6,725,050) (9,177,527) Total 14,671,428 12,218,951 Less common stock in treasury, 17,358 shares, at cost 18,720 18,720 Total stockholders' equity 14,652,708 12,200,231 Total liabilities and stockholders' equity $16,296,236 $14,213,149 See accompanying notes to consolidated financial statements
THE GOLDFIELD CORPORATION and Subsidiaries CONSOLIDATED STATEMENTS OF OPERATIONS Years Ended December 31, 1999 1998 1997 Revenue Electrical construction $18,113,797 $14,447,808 $13,742,723 Mining 2,073,777 2,041,259 1,814,583 Royalty income -- -- 10,000 Other income, net (Note 12) 273,889 292,846 407,051 Total revenue 20,461,463 16,781,913 15,974,357 Costs and expenses Electrical construction 14,302,105 12,522,747 11,361,069 Mining 2,030,871 2,029,940 1,565,801 Depreciation and amortization 1,108,931 1,072,876 1,058,403 Impairment (recoveries) losses (Note 5) (374,584) 354,156 -- General and administrative 1,396,576 1,388,502 1,234,382 Total costs and expenses 18,463,899 17,368,221 15,219,655 Income (loss) from operations before income taxes 1,997,564 (586,308) 754,702 Income taxes (benefit) (Note 6) (478,671) 23,322 340,731 Net income (loss) 2,476,235 (609,630) 413,971 Preferred stock dividends 23,758 23,758 23,758 Income (loss) available to common stockholders $ 2,452,477 $ (633,388) $ 390,213 Basic and diluted earnings (loss) per share of common stock (Note 11) $ 0.09 $ (0.02) $ 0.01 Weighted average number of common shares outstanding 26,854,748 26,854,748 26,854,748 See accompanying notes to consolidated financial statements
THE GOLDFIELD CORPORATION and Subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS Years Ended December 31, 1999 1998 1997 Cash flows from operating activities Net income (loss) $2,476,235 $ (609,630) $ 413,971 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities Depreciation and amortization 1,108,931 1,072,876 1,058,403 Impairment losses -- 354,156 -- Deferred income taxes (602,000) -- 312,000 (Gain) loss on sale of property and equipment (20,509) 32,215 (14,499) Gain on disposition of land held for sale (52,950) (87,785) (66,535) Deferral of gain arising from installment land sales 40,788 140,377 -- Cash provided from (used by) changes in Accounts receivable and accrued billings 535,825 (1,304,211) (409,374) Inventories (4,659) (128,297) 9,547 Costs and estimated earnings in excess of billings on uncompleted contracts 1,654,068 (1,001,759) (191,058) Prepaid expenses and other current assets (475,688) (9,060) (10,574) Accounts payable and accrued liabilities (373,111) 988,553 (37,087) Billings in excess of costs and estimated earnings on uncompleted contracts 46,205 (59,279) (1,023) Income taxes payable 48,317 (5,409) 28,731 Net cash provided by (used in) operating activities 4,381,452 (617,253) 1,092,502 Cash flows from investing activities Proceeds from the disposal of property and equipment 92,962 161,534 110,215 Proceeds from sale of subsidiary 525,070 -- -- Issuance of notes receivable (171,748) (245,145) (139,969) Proceeds from notes receivable 295,151 224,318 303,318 Purchases of property and equipment (1,655,913) (1,193,684) (1,450,914) Net acquisition of land held for sale (332,848) (52,448) -- Cash surrender value of life insurance (7,670) (34,380) (104,311) Net cash used by investing activities (1,254,996) (1,139,805) (1,281,661) Cash flows from financing activities Payments of preferred stock dividends (23,758) (23,758) (23,758) Net increase (decrease) in cash and cash equivalents 3,102,698 (1,780,816) (212,917) Cash and cash equivalents at beginning of period 2,616,465 4,397,281 4,610,198 Cash and cash equivalents at end of period $5,719,163 $2,616,465 $4,397,281 Supplemental disclosure of cash flow information: Income taxes paid $ 75,012 $ 28,731 $ -- See accompanying notes to consolidated financial statements
THE GOLDFIELD CORPORATION and Subsidiaries CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY Years Ended December 31, 1999 1998 1997 STOCKHOLDERS' EQUITY ACCUMULATED Beginning balance $(9,177,527) $(8,544,139) $ (8,934,352) DEFICIT Net income (loss) 2,476,235 (609,630) 413,971 Cash dividends Series A Stock (per share: 7%) (23,758) (23,758) (23,758) Ending balance (6,725,050) (9,177,527) (8,544,139) PREFERRED Beginning and STOCK SERIES A ending balance 339,407 339,407 339,407 COMMON STOCK Beginning and ending balance 2,687,211 2,687,211 2,687,211 CAPITAL Beginning and SURPLUS ending balance 18,369,860 18,369,860 18,369,860 TREASURY STOCK Beginning and ending balance (18,720) (18,720) (18,720) Total consolidated stockholders' equity $14,652,708 $12,200,231 $12,833,619 SHARES OF CAPITAL STOCK PREFERRED Beginning and ending STOCK SERIES A number of shares 339,407 339,407 339,407 COMMON STOCK Beginning and ending number of shares 26,872,106 26,872,106 26,872,106 TREASURY STOCK Beginning and ending number of shares 17,358 17,358 17,358 See accompanying notes to consolidated financial statements
THE GOLDFIELD CORPORATION and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 1999 and 1998 Note 1 - Summary of Significant Accounting Policies Basis of Financial Statement Presentation - The accompanying consolidated financial statements include the accounts of The Goldfield Corporation ("Parent") and its wholly owned subsidiaries (collectively, "the Company"). All significant intercompany balances and transactions have been eliminated. Nature of Operations - The Company's principal lines of business are electrical construction and the mining of industrial minerals as well as base and precious metals. The principal market for the Company's electrical construction operation is electric utilities in the southeastern United States. The principal markets for the Company's mining operations are purchasers of zeolite products throughout the United States. Cash and Cash Equivalents - The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Inventories - Inventories are valued at the lower of cost or market. Cost is determined by the first-in, first-out method. Costs associated with extraction and milling or production activities are inventoried and valued at lower of cost or estimated final smelter settlement or net sales (net realizable value). Property, Buildings, Equipment and Depreciation - Property, buildings and equipment are stated at cost. The Company provides depreciation for financial reporting purposes over the estimated useful lives of fixed assets using the straight-line and units-of- production methods. Mining Revenues - Zeolite sales are recorded upon delivery. Other sales are recorded in the month of delivery. Recorded values are adjusted periodically and upon final settlement. Mine Exploration and Development - Exploration costs and normal development costs at operating mines are charged to operations as incurred. Electrical Contracts - Revenues are earned under fixed price contracts and units of delivery contracts. Revenues from units of delivery contracts are recorded as the service is performed. For completed units of delivery contracts, the revenue is based on actual billings. For uncompleted units of delivery contracts the revenue is based on actual labor hours incurred and estimated final billing rates. Revenues from fixed price construction contracts are recognized on the percentage-of-completion method measured by comparing the costs incurred to date to the estimated total costs to be incurred for each contract. The asset, "costs and estimated earnings in excess of billings on uncompleted contracts" represents revenues recognized in excess of amounts billed. The liability, "billings in excess of costs and estimated earnings on uncompleted contracts" represents billings in excess of revenue recognized. Contract costs include all direct material, direct labor, subcontractor costs and other indirect costs related to contract performance, such as supplies, tools and repairs. General and administrative costs are charged to expense as incurred. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions, estimated profitability and final contract settlements may result in revisions to costs and income and are recognized in the period in which the revisions are determined. Income Taxes - The Company accounts for income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Executive Long-term Incentive Plan - The Company applies the intrinsic value-based method of accounting prescribed by Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," and related interpretations, in accounting for its fixed plan stock options. As such, compensation expense would be recorded on the date of grant only if the current market price of the underlying stock exceeded the exercise price. SFAS No. 123, "Accounting for Stock-Based Compensation," established accounting and disclosure requirements using a fair value-based method of accounting for stock- based employee compensation plans. As allowed by SFAS No. 123, the Company has elected to continue to apply the intrinsic value-based method of accounting described above, and has adopted the disclosure requirements of SFAS No. 123. Use of Estimates - Management of the Company has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these financial statements in conformity with generally accepted accounting principles. Actual results could differ from those estimates. Management considers the most significant estimate in preparing these financial statements to be the estimated cost to complete electrical contracts in progress. Financial Instruments Fair Value, Concentration of Business and Credit Risks - The carrying amount reported in the balance sheet for cash and cash equivalents, accounts receivable and accrued billings, accounts payable and accrued liabilities approximates fair value because of the immediate or short-term maturity of these financial instruments. The fair value of notes receivable is considered by management to approximate carrying value. Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of accounts receivable, accrued billings and retainage in the amount of $2,106,638 at December 31, 1999 due from electrical utilities pursuant to contract terms. The Company considers these electrical utility customers to be creditworthy. Reclassifications - Certain amounts in 1998 and 1997 have been reclassified to conform to the 1999 presentation. Note 2 - Inventories Inventories at December 31 consisted of: 1999 1998 Materials and supplies $177,991 $257,788 Industrial mineral products 91,886 72,212 Ores in process 81,581 16,799 Total inventories $351,458 $346,799
Note 3 - Costs and Estimated Earnings on Uncompleted Contracts Long-term fixed price construction contracts in progress accounted for using the percentage-of- completion method at December 31 consisted of: 1999 1998 Costs incurred on uncompleted contracts $4,997,862 $3,201,099 Estimated earnings 1,429,301 1,719,030 6,427,163 4,920,129 Less billings to date 6,348,086 3,140,779 $ 79,077 $1,779,350 Included in the balance sheets under the following captions Costs and estimated earnings in excess of billings on uncompleted contracts $139,051 $1,793,119 Billings in excess of costs and estimated earnings on uncompleted contracts (59,974) (13,769) Total $ 79,077 $1,779,350
The amounts billed but not paid by customers pursuant to retention provisions of long-term construction contracts were $102,742 and $202,095 at December 31, 1999 and 1998, respectively. Such retainage are expected to be collected within the next twelve months. Note 4 - Property, Buildings and Equipment Balances of major classes of properties at December 31 consisted of: 1999 1998 Land, mines and mining claims $ 5,266,753 $ 5,266,753 Buildings and improvements 1,816,859 1,732,442 Machinery and equipment 15,794,733 15,542,364 Construction in progress 16,930 128,723 Total 22,895,275 22,670,282 Less accumulated depreciation, depletion and amortization 18,268,580 18,220,026 Net properties, buildings and equipment $ 4,626,695 $ 4,450,256
As a matter of policy, management of the Company reviews the net carrying value of all properties, buildings and equipment on a periodic basis. As a result of such review, no write-down was considered necessary during any of the years in the three-year period ended December 31, 1999. Note 5 - Impairment Recoveries and Losses The Company had a note receivable from the sale of the capital stock of the San Pedro Mining Corporation in April 1993. During the third quarter of 1998, management determined the note receivable to be an impaired asset and wrote-off the unpaid balance. Future discounted cash flows were estimated by management to be zero primarily due to anticipated legal and reclamation costs. The impairment loss of $258,538 was separately identified as a component of continuing operations. The loss, which was recognized in the third quarter of 1998, was included in the Company's operating results from mining. During the second and third quarters of 1999, the Company received a deed in lieu of foreclosure for the real property, water rights and other assets and a bill of sale in lieu of foreclosure for certain equipment in connection with this mining property. The Company has sold certain of these assets for cash and a note receivable resulting in recovery of previously recognized impairment losses. The recovery of $321,084 has been separately identified in the Company's operating results from mining. During the second quarter of 1999, the Company recovered $53,500 relating to its previous write-off in the second quarter of 1998, of a coal royalty it retained in property it formerly owned in Harlan, Kentucky. The Company recognized an impairment loss of $95,618 in the second quarter of 1998, which was separately identified and included in the Company's operating results from mining. The recovery of $53,500 has been separately identified in the Company's operating results from mining. Note 6 - Income Taxes The income tax provisions for the years ended December 31 consisted of: 1999 1998 1997 Current Federal $ 39,000 $ -- $ 5,000 State 84,329 23,322 23,731 123,329 23,322 28,731 Deferred Federal (495,000) -- 261,000 State (107,000) -- 51,000 (602,000) -- 312,000 Total (478,671) $23,322 $340,731
Temporary differences and carryforwards, which give rise to deferred tax assets and liabilities as of December 31, consisted of: 1999 1998 Deferred tax assets Depletion, mineral rights and deferred development and exploration costs $ 322,000 $ 354,000 Accrued workers' compensation costs 9,000 11,000 Note receivable, principally due to allowance -- 135,000 Accrued vacation and bonus 240,000 25,000 Property and equipment, principally due to differences in depreciation and valuation write- downs 289,000 325,000 Contingent salary payments recorded as goodwill for tax purposes 37,000 7,000 Net operating loss carryforwards 1,884,000 2,722,000 Investment tax credit carryforwards 9,000 9,000 Alternative minimum tax credit carryforwards 301,000 262,000 3,091,000 3,850,000 Valuation allowance for deferred tax assets (1,941,000) (3,265,000) Total deferred tax assets 1,150,000 585,000 Deferred tax liabilities Deferred gain on sale of subsidiary -- (37,000) Total net deferred tax assets $1,150,000 $ 548,000
The Company has recorded a valuation allowance to reflect the estimated amount of deferred tax assets, which may not be realized. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the projected future taxable income and tax planning strategies in making this assessment. The Company decreased the valuation allowance for net deferred tax assets by $1,324,000 for the year ended December 31, 1999. At December 31, 1999, the Company had tax net operating loss carryforwards of approximately $4,951,000 available to offset future regular taxable income, which if unused, will expire from 2001 through 2018. The Company has alternative minimum tax credit carryforwards of approximately $301,000, which are available to reduce future Federal income taxes over an indefinite period. The differences between the Company's effective income tax rate and the Federal statutory rate for the years ended December 31 are reconciled below: 1999 1998 1997 Federal statutory rate (benefit) 34.0% (34.0)% 34.0% State income tax 4.2 3.8 6.5 Non-deductible expenses 2.6 6.6 2.5 Expiration of investment tax credits -- 32.8 7.4 Valuation allowance (64.8) (5.4) (5.2) Total (24.0)% 3.8% 45.2%
Note 7 - Employee Benefit Agreements and 401(k) Plan Beginning in 1989, the Company entered into employee benefit agreements with certain employees of the Company. Under the terms of the agreements, the Company buys life insurance policies that build cash surrender value while also providing life insurance benefits for the employee. The Company is entitled to a refund of all previously paid premiums or the cash surrender value of the policy, whichever is lower, if the agreement is terminated prior to the employee attaining the age of 65. After an employee reaches age 65, the Company is entitled to a refund of all previously paid premiums in ten annual installments. In the event of death, the Company will immediately be entitled to a refund of all previously paid premiums. The Company may terminate the agreements at any time by giving written notice to the employee. Effective January 1, 1995, the Company adopted The Goldfield Corporation and Subsidiaries Employee Savings and Retirement Plan, a defined contribution plan that qualifies under Section 401(k) of the Internal Revenue Code. The plan provides retirement benefits to all employees who meet eligibility requirements and elect to participate. Under the plan, participating employees may defer up to 15% of their pre-tax compensation per calendar year subject to Internal Revenue Code limits. The Company's contributions to the plan are discretionary and amounted to approximately $116,000, $95,000 and $96,000 for the years ended December 31, 1999, 1998 and 1997, respectively. Note 8 - Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities at December 31 consisted of: 1999 1998 Accounts payable $ 562,105 $1,277,929 Bonuses 589,099 331,267 Payroll and related expenses 160,805 149,300 Worker's compensation insurance reserve 22,437 29,927 Insurance 15,026 80,157 Other 104,235 36,877 Total $1,453,707 $1,905,457
Note 9 - Preferred and Common Stock The Series A 7% Voting Cumulative Convertible Preferred Stock ("Series A Stock") is convertible into common stock, presently at the rate of 1.144929 shares of common stock for each share of Series A Stock, and has an annual dividend rate of $.07 per share. The Series A Stock may be redeemed by the Company at par. Holders of the Series A Stock have the same voting rights as common stockholders (except under certain circumstances arising from the failure to pay dividends on the Series A Stock) and have certain rights not held by common stockholders such as preferences in liquidation and controlling voting rights in certain mergers, sales and amendments to the Certificate of Incorporation. At December 31, 1999, 26,872,106 shares of Common Stock were issued, 388,597 shares of Common Stock were reserved for possible conversion of the Series A Stock and 985,000 shares were reserved for possible exercise of options to purchase Common Stock issued under the 1998 Executive Long-term Incentive Plan. Note 10 - The Goldfield Corporation 1998 Executive Long- term Incentive Plan In 1998 the stockholders of the Company approved the 1998 Executive Long-term Incentive Plan (the "Plan"), which permits the granting of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units, Performance Share and other awards to all officers and key employees of the Company and its subsidiaries. Shares granted pursuant to the Plan may be authorized but unissued shares of Common Stock, Treasury shares or shares purchased on the open market. The exercise price under such grants will be based on the fair market value of the Common Stock at the date of grant. The maximum number of shares available for grant under the Plan is 1,300,000. The options must be exercised within 10 years of the date of grant. As of December 31, 1999, options to purchase 985,000 shares (exercisable at $0.22 per share, the fair market value of the Common Stock at the date of grant) had been granted. No options were outstanding at December 31, 1998. A summary of option transactions follows: Weighted average Range of Weighted remaining exercise average contractual prices exercise life Shares per share price (in year) Balance outstanding, December 31, 1998 -- $ -- $ -- Shares granted on March 9, 1999 985,000 0.22 0.22 Balance outstanding December 31, 1999 985,000 $0.22 $0.22 9.18
The per share weighted average fair value of stock options granted was $0.20 in 1999 on the date of grant using the Black Scholes option-pricing model with the following weighted average assumptions: 1999 Volatility 101.5% Dividend paid -- Risk-free interest rate 5.25% Expected life in years 10
All stock options granted, except as noted in the paragraph below, have been granted to officers and key employees with an exercise price equal to the fair value of the Common Stock at the date of grant. The Company applies APB Opinion No. 25 for issuances to officers and key employees in accounting for its Plan and, accordingly, no compensation cost has been recognized in the consolidated financial statements through December 31, 1999. On March 9, 1999, the Company granted 985,000 stock options with an exercise price of $0.22 and a fair value of $0.20. The Company did not record any compensation expense at the date of grant. Had the Company determined compensation cost based on the fair value at the grant date for its stock options under SFAS No. 123, the Company's income available to common stockholders would have decreased to the pro forma amounts indicated below: 1999 Income available to common stockholders as reported $2,452,477 Pro forma net income available to common stockholders $2,411,802 Earnings per share, as reported: Basic and diluted $0.09 Pro forma earnings per share: Basic and diluted $0.09
Note 11 - Basic Earnings (Loss) Per Share of Common Stock Basic earnings (loss) per common share, after deducting dividend requirements on the Company's Series A 7% Voting Cumulative Convertible Preferred Stock ("Series A Stock") of $23,758 in each of the years ended December 31, 1999, 1998 and 1997, were based on the weighted average number of shares of Common Stock outstanding, excluding 17,358 shares of Treasury Stock for each of the years ended December 31, 1999, 1998 and 1997. Common shares issuable on conversion of Series A Stock are not considered in the basic earnings (loss) calculation because their inclusion would be anti- dilutive. Note 12 - Other Income, Net Other income, net for the years ended December 31 consisted of: 1999 1998 1997 Interest income $183,004 $221,775 $300,241 Recognized gain on installment sale of subsidiary -- -- 66,313 Recognized gain on installment sale of lots 52,950 87,785 222 Gain (loss) on sale of equipment 20,509 (32,215) 14,499 Other 17,426 15,501 25,776 Total other income, net $273,889 $292,846 $407,051
Note 13 - Credit Facility Under an unsecured line of credit arrangement expiring June 30, 2000 (guaranteed by the Company), the Company's electrical construction subsidiary may borrow up to $1,000,000 at the bank's prime rate of interest. At December 31, 1999 and 1998, no borrowings were outstanding under this line of credit; however, during 1999 and 1998, $100,000 of the line of credit was reserved for a standby letter of credit for the outstanding self-insured workers compensation claims. All stated conditions related to this available credit line have been complied with in 1999 and 1998. Note 14 - Financial Assurances The Company has provided third party guarantees for the Company's wholly owned mining subsidiaries, St. Cloud Mining Company and The Lordsburg Mining Company, in favor of the State of New Mexico's Mining and Minerals Division of the Energy, Minerals and Natural Resources Department ("Financial Assurances"). These Financial Assurances, amounting to $269,787, guarantee approved post mine reclamation plans for the Company's mines. The Company has also provided a Financial Assurance for $74,145 to guarantee approved post mine reclamation plans for the San Pedro Mine. The Company sold the San Pedro Mine to an unrelated third party during 1999 as discussed in Note 5. Note 15 - Business Segment Information The Company adopted SFAS No. 131, Disclosure About Segments of an Enterprise and Related Information, in 1998. The adoption of this statement did not have any effect on either the current or prior years' presentation of reportable segments. The Company is primarily involved in two lines of business, mining and electrical construction. There were no material amounts of sales or transfers between lines of business and no material amounts of export sales. Any intersegment sales have been eliminated. The following table sets forth certain segment information for the periods indicated: 1999 1998 1997 Sales from operations to unaffiliated customers Electrical construction $18,113,797 $14,447,808 $13,742,723 Mining 2,073,777 2,041,259 1,814,583 Total $20,187,574 $16,489,067 $15,557,306 Gross profit Electrical construction $3,073,756 $1,232,711 $1,715,608 Mining 108,284 (656,538) (82,003) Total gross profit 3,182,040 576,173 1,633,605 Interest and other income, net 273,889 292,846 407,051 General corporate expenses (1,458,365) (1,455,327) (1,285,954) Income (loss) from operations before income taxes $1,997,564 $ (586,308) $ 754,702 The following table sets forth certain segment information as of the date indicated: 1999 1998 1997 Identifiable assets Electrical construction $ 9,872,851 $ 8,916,375 $ 7,365,219 Mining 2,796,696 2,586,344 2,745,216 Corporate 3,626,689 2,710,430 3,856,107 Total $16,296,236 $14,213,149 $13,966,542 Capital expenditures Electrical construction $1,311,940 $ 901,347 $1,120,678 Mining 271,837 191,034 152,783 Corporate 72,136 101,303 177,453 Total $1,655,913 $1,193,684 $1,450,914 Depreciation and depletion Electrical construction $ 737,936 $ 692,350 $ 666,047 Mining 309,206 313,701 340,784 Corporate 61,789 66,825 51,572 Total $1,108,931 $1,072,876 $1,058,403
Gross profit is total operating revenue less operating expenses. Gross profit excludes general corporate expenses, interest expense, interest income and income taxes. Royalty income (loss) and impairment losses and recoveries are included in the calculation of gross profit for the mining segment. Identifiable assets by industry are used in the operations of each industry. Sales (in thousands of dollars) to major customers exceeding 10% of total sales follows: 1999 1998 1997 % of % of % of Total Total Total Amount Sales Amount Sales Amount Sales Electrical construction Customer A $2,910 19 Customer B $2,764 14 Customer C 1,526 10 Customer D 2,988 15 $2,321 14 3,383 22 Customer E 2,499 12 2,490 15 Customer F 3,529 17
Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure. None. PART III Item 10. Directors and Executive Officers of the Registrant. Information concerning the directors of the Company will be contained under "Election of Directors" in the Company's 2000 Proxy Statement, which information is incorporated by reference. The executive officers of the Company are as follows: Year In Which Service Began Name and Title(1) As Officer Age John H. Sottile Chairman of the Board of Directors, President and Chief Executive Officer, Director 1983 52 Dwight W. Severs Secretary, Director 1998 56 Stephen R. Wherry, Vice President, Treasurer and Chief Financial Officer 1988 41 (1) As of March 1, 2000.
Throughout the past five years John H. Sottile and Stephen R. Wherry have been principally employed as executive officers of the Company. John H. Sottile has served as Chairman of the Board of Directors since May 1998. Dwight W. Severs has been a director since 1998 and Secretary of the Company since November 1999. Mr. Severs has held the position of City Attorney for the City of Titusville, Florida since September 1971 (full- time since January 1999). Since March 1998, Mr. Severs has been a principal for the firm of Dwight W. Severs & Associates, P.A. Mr. Severs was a member of the law firm of Severs, Stadler & Harris, P.A. between January 1995 and March 1998. The term of office of all directors is until the next annual meeting and the term of office of all officers are for one year and until their successors are chosen and qualify. Item 11. Executive Compensation. Information concerning executive compensation will be contained under "Executive Compensation" in the Company's 2000 Proxy Statement, which information is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management. Information concerning the security ownership of the directors and officers of the registrant will be contained under "Ownership of Voting Securities by Certain Beneficial Owners and Management" in the Company's 2000 Proxy Statement, which information is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions. Information concerning relationships and related transactions of the directors and officers of the Company will be contained under "Election of Directors" in the Company's 2000 Proxy Statement, which information is incorporated herein by reference. PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K. (a) Financial Statements Page Report of Independent Certified Public Accountants 11 Consolidated Balance Sheets - December 31, 1999 and 1998 12 Consolidated Statements of Operations - Three Years ended December 31, 1999 13 Consolidated Statements of Cash Flows - Three Years ended December 31, 1999 14 Consolidated Statements of Stockholders' Equity - Three Years ended December 31, 1999 15 Notes to Consolidated Financial Statements 16 (b) Reports on Form 8-K No reports on Form 8-K were filed during the fourth quarter ended December 31, 1999. (c) Exhibits 3-1 Restated Certificate of Incorporation of the Company, as amended, is hereby incorporated by reference to Exhibit 3-1 of the Company's Annual Report on Form 10-K for the year ended December 31, 1987, heretofore filed with the Commission (file No. 1-7525). 3-2 By-Laws of the Company, as amended, is hereby incorporated by reference to Exhibit 3-2 of the Company's Annual Report on Form 10-K for the year ended December 31, 1987, heretofore filed with the Commission (file No. 1-7525). 4-1 Action by Unanimous Consent of Holders of Preferred Stock as of September 30, 1979 per manently waiving mandatory redemption is hereby incorporated by reference to Exhibit 3-5 of the Company's Registration Statement on Form S-l, No. 2-65781, heretofore filed with the Commission on November 28, 1979. 4-2 Specimen copy of Company's Common Stock certificate is hereby incorporated by reference to Exhibit 4-5 of the Company's Annual Report on Form 10-K for the year ended December 31, 1987, heretofore filed with the Commission (file No. 1-7525). 4-3 The Goldfield Corporation 1998 Executive Long- term Incentive Plan is hereby incorporated by reference to the Company's Registration Statement on Form S-8, No. 333-72241, heretofore filed with the Commission on February 12, 1999. 10-2 Employment Agreement effective January 15, 1985 between The Goldfield Corporation and John H. Sottile is hereby incorporated by reference to Exhibit 10-6 of the Company's Registration Statement on Form S-l, No. 33-3866, heretofore filed with the Commission on March 10, 1986. 10-2(a) Amendment dated February 25, 1986 to the Employment Agreement included in Exhibit 10-2 is hereby incorporated by reference to Exhibit 10-6(a) of the Company's Registration Statement on Form S-l, No. 33-3866, heretofore filed with the Commission on March 10, 1986. 10-2(b) Amendment dated September 23, 1988 to Employment Agreement effective January 15, 1985 between The Goldfield Corporation and John H. Sottile is hereby incorporated by reference to Exhibit 10-2(b) to the Company's report on Form 10-Q for the quarter ended September 30, 1988, heretofore filed with the Commission (file No. 1-7525). 10-2(c) Amendment dated February 27, 1990 to Employment Agreement effective January 15, 1985 between The Goldfield Corporation and John H. Sottile, is hereby incorporated by reference to Exhibit 10-2(c) of the Company's Annual Report on Form 10-K for the year ended December 31, 1989, heretofore filed with the Commission (file No. 1-7525). 10-2(d) Amendment dated January 29, 1992 to Employment Agreement effective January 15, 1985 between The Goldfield Corporation and John H. Sottile, is hereby incorporated by reference to Exhibit 10-2(d) of the Company's Annual Report on Form 10-K for the year ended December 31, 1991, heretofore filed with the Commission (file No. 1-7525). 10-2(e) Amendment dated September 15, 1995 to Employment Agreement effective January 15, 1985 between The Goldfield Corporation and John H. Sottile, is hereby incorporated by reference to Exhibit 10-2(e) of the Company's report on Form 10-Q for the quarter ended September 30, 1995, heretofore filed with the Commission (file No. 1-7525). 10-2(f) Amendment dated September 20, 1999 to Employment Agreement effective January 15, 1985 between The Goldfield Corporation and John H. Sottile, is hereby incorporated by reference to Exhibit 10-2(f) of the Company's report on Form 10-Q for the quarter ended September 30, 1999, heretofore filed with the Commission (file No. 1-7525). 10-3 Employment Agreement dated January 1, 1986 among John H. Sottile, Southeast Power Corporation and The Goldfield Corporation is hereby incorporated by reference to Exhibit 10-8 of the Company's Registration Statement on Form S-l, No. 33-3866, heretofore filed with the Commission on March 10, 1986. 10-3(a) Amendment No. 1 to Employment Agreement dated January 1, 1986 among John H. Sottile, Southeast Power Corporation and The Goldfield Corporation is hereby incorporated by reference to Exhibit 10-4(a) of the Company's report on Form 10-Q for the quarter ended September 30, 1988, heretofore filed with the Commission (file No. 1-7525). 10-3(b) Amendment No. 2 to Employment Agreement dated January 1, 1986 among John H. Sottile, Southeast Power Corporation and The Goldfield Corporation, is hereby incorporated by reference to Exhibit 10-4(b) of the Company's Annual Report on Form 10-K for the year ended December 31, 1991, heretofore filed with the Commission (file No. 1-7525). 10-3(c) Amendment dated September 11, 1995 to Employment Agreement effective January 1, 1986 between Southeast Power Corporation and John H. Sottile, is hereby incorporated by reference to Exhibit 10-3(c) of the Company's report on Form 10-Q for the quarter ended September 30, 1995 heretofore filed with the Commission (file No. 1-7525). 10-3(d) Amendment dated September 20, 1999 to Employment Agreement effective January 1, 1986 between Southeast Power Corporation and John H. Sottile, is hereby incorporated by reference to Exhibit 10-3(d) of the Company's report on Form 10-Q for the quarter ended September 30, 1999 heretofore filed with the Commission (file No. 1-7525). 10-4 Employee Benefit Agreement dated November 20, 1989 between The Goldfield Corporation and John H. Sottile, is hereby incorporated by reference to Exhibit 10-5 of the Company's Annual Report on Form 10-K for the year ended December 31, 1989, heretofore filed with the Commission (file No. 1-7525). 10-5 Employee Benefit Agreement dated November 16, 1989 between The Goldfield Corporation and Stephen R. Wherry, is hereby incorporated by reference to Exhibit 10-6 of the Company's Annual Report on Form 10-K for the year ended December 31, 1989, heretofore filed with the Commission (file No. 1-7525). 10-6 Stock Purchase Agreement dated April 12, 1993 between Florida Transport Corporation and Royalstar Southwest, Inc. relating to the sale of San Pedro Mining Corporation is hereby incorporated by reference to Exhibit 10-13 of the Company's Annual Report on Form 10-K for the year ended December 31, 1993, heretofore filed with the Commission (file No. 1-7525). 10-6(a) Amendment dated April 3, 1996 to Promissory Note dated April 12, 1993 between Florida Transport Corporation and The San Pedro Mining Corporation, Royalstar Resources Ltd., and Royalstar Southwest is hereby incorporated by reference to Exhibit 10-6(a) of the Company's Annual Report on Form 10-K for the year ended December 31, 1996, heretofore filed with the Commission (file No. 1-7525). 10-6(b) Amendment dated February 18, 1997 to Promissory Note dated April 12, 1993 between Florida Transport Corporation and The San Pedro Mining Corporation, Royalstar Resources Ltd., and Royalstar Southwest is hereby incorporated by reference to Exhibit 10-6(b) of the Company's Annual Report on Form 10-K for the year ended December 31, 1996, heretofore filed with the Commission (file No. 1-7525). 10-6(c) Amendment dated May 2, 1997 to Promissory Note dated April 12, 1993 between Florida Transport Corporation and The San Pedro Mining Corporation, Royalstar Resources Ltd., and Royalstar Southwest is hereby incorporated by reference to Exhibit 10-6(c) of the Company's report on Form 10-Q for the quarter ended March 31, 1997, heretofore filed with the Commission (file No. 1-7525). 10-6(d) Amendment dated December 23, 1997 to the Modification of Secured Term Note, Mortgage, Security Agreement and Financing Statements between Florida Transport Corporation and The San Pedro Mining Corporation, Royalstar Resources Ltd. and Royalstar Southwest, Inc. heretofore filed with the Commission (file No. 1-7525). 10-7 The Goldfield Corporation and Subsidiaries Standardized Adoption Agreement and Prototype Cash or Deferred Profit-Sharing Plan and Trust Basic Plan Document #3 effective January 1, 1995, is hereby incorporated by reference to Exhibit 10-9 of the Company's report on Form 10-Q for the quarter ended March 31, 1995, heretofore filed with the Commission (file No. 1-7525). 10-8 Royalty Agreement dated February 19, 1982 between Bow Valley Coal Resources, Inc. and Northern Goldfield Investments, Ltd., Inc. is hereby incorporated by reference to Exhibit 10-8 of the Company's Annual Report on Form 10-K for the year ended December 31, 1996, heretofore filed with the Commission (file No. 1-7525). 10-8(a) Amendment dated February 14, 1997 to Royalty Agreement dated February 19, 1982 between Great Western Coal Inc. dba New Horizons Coal Inc. and The Goldfield Corporation is hereby incorporated by reference to Exhibit 10-8(a) of the Company's Annual Report on Form 10-K for the year ended December 31, 1996, heretofore filed with the Commission (file No. 1-7525). 11 For computation of per share earnings, see note 11 of notes to consolidated financial statements. *21 Subsidiaries of Registrant *23 Consent of Independent Auditors *24 Powers of Attorney (a) Powers of Attorney (b) Certified resolution of the Registrant's Board of Directors authorizing officers and directors signing on behalf of the Registrant to sign pursuant to a power of attorney. *27 Financial Data Schedule (submitted electronically for SEC information only) * Filed herewith. SIGNATURES Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. THE GOLDFIELD CORPORATION By /s/ John H. Sottile (John H. Sottile) Chairman of the Board of Directors, President, Chief Executive Officer and Director Dated: March 15, 2000 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on March 15, 2000. Signature Title /s/ John H. Sottile Chairman of the Board of (John H. Sottile) Directors, President, Chief Executive Officer and Director /s/ Stephen R. Wherry Vice President, Finance (Stephen R. Wherry) and Chief Financial Officer (Principal Financial Officer), Treasurer and Principal Accounting Officer * Director and Secretary (Dwight W. Severs) * Director (John P. Fazzini) * Director (Danforth E. Leitner) * Director (Harvey C. Eads, Jr.) *By: /s/ John H. Sottile John H. Sottile Attorney-in-Fact SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 1999 Commission File No. 1-7525 THE GOLDFIELD CORPORATION EXHIBITS March 15, 2000 INDEX TO EXHIBITS Sequentially Numbered Pages (b) Reports on Form 8-K No reports on Form 8-K were filed during the fourth quarter ended December 31, 1999. (c) Exhibits 3-1 Restated Certificate of Incorporation of the Company, as amended, is hereby incorporated by reference to Exhibit 3-1 of the Company's Annual Report on Form 10-K for the year ended December 31, 1987, heretofore filed with the Commission (file No. 1-7525). 3-2 By-Laws of the Company, as amended, is hereby incorporated by reference to Exhibit 3-2 of the Company's Annual Report on Form 10-K for the year ended December 31, 1987, heretofore filed with the Commission (file No. 1-7525). 4-1 Action by Unanimous Consent of Holders of Preferred Stock as of September 30, 1979 per manently waiving mandatory redemption is hereby incorporated by reference to Exhibit 3-5 of the Company's Registration Statement on Form S-l, No. 2-65781, heretofore filed with the Commission on November 28, 1979. 4-2 Specimen copy of Company's Common Stock certificate is hereby incorporated by reference to Exhibit 4-5 of the Company's Annual Report on Form 10-K for the year ended December 31, 1987, heretofore filed with the Commission (file No. 1-7525). 4-3 The Goldfield Corporation 1998 Executive Long- term Incentive Plan is hereby incorporated by reference to the Company's Registration Statement on Form S-8, No. 333-72241, heretofore filed with the Commission on February 12, 1999. 10-2 Employment Agreement effective January 15, 1985 between The Goldfield Corporation and John H. Sottile is hereby incorporated by reference to Exhibit 10-6 of the Company's Registration Statement on Form S-l, No. 33-3866, heretofore filed with the Commission on March 10, 1986. 10-2(a) Amendment dated February 25, 1986 to the Employment Agreement included in Exhibit 10-2 is hereby incorporated by reference to Exhibit 10-6(a) of the Company's Registration Statement on Form S-l, No. 33-3866, heretofore filed with the Commission on March 10, 1986. 10-2(b) Amendment dated September 23, 1988 to Employment Agreement effective January 15, 1985 between The Goldfield Corporation and John H. Sottile is hereby incorporated by reference to Exhibit 10-2(b) to the Company's report on Form 10-Q for the quarter ended September 30, 1988, heretofore filed with the Commission (file No. 1-7525). 10-2(c) Amendment dated February 27, 1990 to Employment Agreement effective January 15, 1985 between The Goldfield Corporation and John H. Sottile, is hereby incorporated by reference to Exhibit 10-2(c) of the Company's Annual Report on Form 10-K for the year ended December 31, 1989, heretofore filed with the Commission (file No. 1-7525). 10-2(d) Amendment dated January 29, 1992 to Employment Agreement effective January 15, 1985 between The Goldfield Corporation and John H. Sottile, is hereby incorporated by reference to Exhibit 10-2(d) of the Company's Annual Report on Form 10-K for the year ended December 31, 1991, heretofore filed with the Commission (file No. 1-7525). 10-2(e) Amendment dated September 15, 1995 to Employment Agreement effective January 15, 1985 between The Goldfield Corporation and John H. Sottile, is hereby incorporated by reference to Exhibit 10-2(e) of the Company's report on Form 10-Q for the quarter ended September 30, 1995, heretofore filed with the Commission (file No. 1-7525). 10-2(f) Amendment dated September 20, 1999 to Employment Agreement effective January 15, 1985 between The Goldfield Corporation and John H. Sottile, is hereby incorporated by reference to Exhibit 10-2(f) of the Company's report on Form 10-Q for the quarter ended September 30, 1999, heretofore filed with the Commission (file No. 1-7525). 10-3 Employment Agreement dated January 1, 1986 among John H. Sottile, Southeast Power Corporation and The Goldfield Corporation is hereby incorporated by reference to Exhibit 10-8 of the Company's Registration Statement on Form S-l, No. 33-3866, heretofore filed with the Commission on March 10, 1986. 10-3(a) Amendment No. 1 to Employment Agreement dated January 1, 1986 among John H. Sottile, Southeast Power Corporation and The Goldfield Corporation is hereby incorporated by reference to Exhibit 10-4(a) of the Company's report on Form 10-Q for the quarter ended September 30, 1988, heretofore filed with the Commission (file No. 1-7525). 10-3(b) Amendment No. 2 to Employment Agreement dated January 1, 1986 among John H. Sottile, Southeast Power Corporation and The Goldfield Corporation, is hereby incorporated by reference to Exhibit 10-4(b) of the Company's Annual Report on Form 10-K for the year ended December 31, 1991, heretofore filed with the Commission (file No. 1-7525). 10-3(c) Amendment dated September 11, 1995 to Employment Agreement effective January 1, 1986 between Southeast Power Corporation and John H. Sottile, is hereby incorporated by reference to Exhibit 10-3(c) of the Company's report on Form 10-Q for the quarter ended September 30, 1995 heretofore filed with the Commission (file No. 1-7525). 10-3(d) Amendment dated September 20, 1999 to Employment Agreement effective January 1, 1986 between Southeast Power Corporation and John H. Sottile, is hereby incorporated by reference to Exhibit 10-3(d) of the Company's report on Form 10-Q for the quarter ended September 30, 1999 heretofore filed with the Commission (file No. 1-7525). 10-4 Employee Benefit Agreement dated November 20, 1989 between The Goldfield Corporation and John H. Sottile, is hereby incorporated by reference to Exhibit 10-5 of the Company's Annual Report on Form 10-K for the year ended December 31, 1989, heretofore filed with the Commission (file No. 1-7525). 10-5 Employee Benefit Agreement dated November 16, 1989 between The Goldfield Corporation and Stephen R. Wherry, is hereby incorporated by reference to Exhibit 10-6 of the Company's Annual Report on Form 10-K for the year ended December 31, 1989, heretofore filed with the Commission (file No. 1-7525). 10-6 Stock Purchase Agreement dated April 12, 1993 between Florida Transport Corporation and Royalstar Southwest, Inc. relating to the sale of San Pedro Mining Corporation is hereby incorporated by reference to Exhibit 10-13 of the Company's Annual Report on Form 10-K for the year ended December 31, 1993, heretofore filed with the Commission (file No. 1-7525). 10-6(a) Amendment dated April 3, 1996 to Promissory Note dated April 12, 1993 between Florida Transport Corporation and The San Pedro Mining Corporation, Royalstar Resources Ltd., and Royalstar Southwest is hereby incorporated by reference to Exhibit 10-6(a) of the Company's Annual Report on Form 10-K for the year ended December 31, 1996, heretofore filed with the Commission (file No. 1-7525). 10-6(b) Amendment dated February 18, 1997 to Promissory Note dated April 12, 1993 between Florida Transport Corporation and The San Pedro Mining Corporation, Royalstar Resources Ltd., and Royalstar Southwest is hereby incorporated by reference to Exhibit 10-6(b) of the Company's Annual Report on Form 10-K for the year ended December 31, 1996, heretofore filed with the Commission (file No. 1-7525). 10-6(c) Amendment dated May 2, 1997 to Promissory Note dated April 12, 1993 between Florida Transport Corporation and The San Pedro Mining Corporation, Royalstar Resources Ltd., and Royalstar Southwest is hereby incorporated by reference to Exhibit 10-6(c) of the Company's report on Form 10-Q for the quarter ended March 31, 1997, heretofore filed with the Commission (file No. 1-7525). 10-6(d) Amendment dated December 23, 1997 to the Modification of Secured Term Note, Mortgage, Security Agreement and Financing Statements between Florida Transport Corporation and The San Pedro Mining Corporation, Royalstar Resources Ltd. and Royalstar Southwest, Inc. heretofore filed with the Commission (file No. 1-7525). 10-7 The Goldfield Corporation and Subsidiaries Standardized Adoption Agreement and Prototype Cash or Deferred Profit-Sharing Plan and Trust Basic Plan Document #3 effective January 1, 1995, is hereby incorporated by reference to Exhibit 10-9 of the Company's report on Form 10-Q for the quarter ended March 31, 1995, heretofore filed with the Commission (file No. 1-7525). 10-8 Royalty Agreement dated February 19, 1982 between Bow Valley Coal Resources, Inc. and Northern Goldfield Investments, Ltd., Inc. is hereby incorporated by reference to Exhibit 10-8 of the Company's Annual Report on Form 10-K for the year ended December 31, 1996, heretofore filed with the Commission (file No. 1-7525). 10-8(a) Amendment dated February 14, 1997 to Royalty Agreement dated February 19, 1982 between Great Western Coal Inc. dba New Horizons Coal Inc. and The Goldfield Corporation is hereby incorporated by reference to Exhibit 10-8(a) of the Company's Annual Report on Form 10-K for the year ended December 31, 1996, heretofore filed with the Commission (file No. 1-7525). 11 For computation of per share earnings, see note 11 of notes to consolidated financial statements. *21 Subsidiaries of Registrant 41 *23 Consent of Independent Auditors 42 *24 Powers of Attorney 43 (a) Powers of Attorney (b) Certified resolution of the Registrant's Board of Directors authorizing officers and directors signing on behalf of the Registrant to sign pursuant to a power of attorney. *27 Financial Data Schedule (submitted electronically for SEC information only) * Filed herewith. EX-21 2 Exhibit 21 Subsidiaries of Registrant State of Percentage Jurisdiction of Voting of Securities Company Organization Owned Southeast Real Estate Resources Corporation Florida 100% Southeast Power Corporation Florida 100% 7-1-99 Corp. (inactive) Florida 100% Mamba Engineering Company, Inc. (inactive) Florida 100% St. Cloud Mining Company Florida 100% Florida Transport Corporation Florida 100% Steeple Rock Mining Company (inactive) Florida 100% The Goldfield Consolidated Mines Company (inactive) Florida 100% Subsidiaries of The Goldfield Consolidated Mines Company Detrital Valley Salt Corporation (inactive) Florida 100% The Lordsburg Mining Company Florida 100% All of the above subsidiaries are included in the consolidated financial statements of the Company at December 31, 1999. EX-23 3 Exhibit 23 CONSENT OF INDEPENDENT AUDITORS The Board of Directors The Goldfield Corporation: We consent to the incorporation by reference in the Registration Statement (No. 333-72241) on Form S-8 of The Goldfield Corporation of our report dated February 15, 2000, with respect to the consolidated balance sheets of The Goldfield Corporation and subsidiaries as of December 31, 1999 and 1998, and the related consolidated statements of operations, stockholders' equity and cash flows for each of the years in the three-year period ended December 31, 1999, which report appears in the 1999 Annual Report on Form 10-K of The Goldfield Corporation. /s/ KPMG LLP Orlando, Florida March 13, 2000 EX-24 4 POWER OF ATTORNEY The undersigned who is a director or officer of The Goldfield Corporation, a Delaware corporation (the "Company"); Does hereby constitute and appoint John H. Sottile and Stephen R. Wherry to be his agents and attorneys-in-fact; Each with the power to act fully hereunder without the other and with full power of substitution to act in the name and on behalf of the undersigned; To sign and file with the Securities and Exchange Commission the Annual Report of the Company on Form 10-K for the fiscal year ended December 31, 1999, and any amendments or supplements to such Annual Report; and To execute and deliver any instruments, certificates or other documents which they shall deem necessary or proper in connection with the filing of such Annual Report, and generally to act for and in the name of the undersigned with respect to such filings as fully as could the undersigned if then personally present and acting. Each agent named above is hereby empowered to determine in his discretion the times when, the purposes for, and the names in which, any power conferred upon him herein shall be exercised and the terms and conditions of any instrument, certificate or document which may be executed by him pursuant to this instrument. This Power of Attorney shall not be affected by the disability of the undersigned nor by the lapse of time. The validity, terms and enforcement of this Power of Attorney shall be governed by those laws of the State of Delaware that apply to instruments negotiated, executed, delivered and performed solely within the State of Delaware. This Power of Attorney may be executed in any number of counterparts, each of which shall have the same effect as if it were the original instrument and all of which shall constitute one and the same instrument. IN WITNESS WHEREOF, I have executed this Power of Attorney this 14th day of December 1999. /s/ /s/ John H. Sottile Danforth E. Leitner Witness Director /s/ John P. Fazzini Witness State of Florida County of Brevard The foregoing instrument was acknowledged before me this 14th day of December 1999 by Danforth E. Leitner, Director of The Goldfield Corporation, a Delaware corporation. He is personally known to me. /s/ Cheryl C. Towle Notary Public POWER OF ATTORNEY The undersigned who is a director or officer of The Goldfield Corporation, a Delaware corporation (the "Company"); Does hereby constitute and appoint John H. Sottile and Stephen R. Wherry to be his agents and attorneys-in-fact; Each with the power to act fully hereunder without the other and with full power of substitution to act in the name and on behalf of the undersigned; To sign and file with the Securities and Exchange Commission the Annual Report of the Company on Form 10-K for the fiscal year ended December 31, 1999, and any amendments or supplements to such Annual Report; and To execute and deliver any instruments, certificates or other documents which they shall deem necessary or proper in connection with the filing of such Annual Report, and generally to act for and in the name of the undersigned with respect to such filings as fully as could the undersigned if then personally present and acting. Each agent named above is hereby empowered to determine in his discretion the times when, the purposes for, and the names in which, any power conferred upon him herein shall be exercised and the terms and conditions of any instrument, certificate or document which may be executed by him pursuant to this instrument. This Power of Attorney shall not be affected by the disability of the undersigned nor by the lapse of time. The validity, terms and enforcement of this Power of Attorney shall be governed by those laws of the State of Delaware that apply to instruments negotiated, executed, delivered and performed solely within the State of Delaware. This Power of Attorney may be executed in any number of counterparts, each of which shall have the same effect as if it were the original instrument and all of which shall constitute one and the same instrument. IN WITNESS WHEREOF, I have executed this Power of Attorney this 24th day of January, 2000. /s/ /s/ David L. Brown Harvey C. Eads, Jr. Witness Director /s/ Lillian Quiroz Witness State of Florida County of Dade The foregoing instrument was acknowledged before me this 24th day of January, 2000 by Harvey C. Eads, Jr., Director of The Goldfield Corporation, a Delaware corporation. He is personally known to me. /s/ Mirtha C. Francomacaro Notary Public POWER OF ATTORNEY The undersigned who is a director or officer of The Goldfield Corporation, a Delaware corporation (the "Company"); Does hereby constitute and appoint John H. Sottile and Stephen R. Wherry to be his agents and attorneys-in-fact; Each with the power to act fully hereunder without the other and with full power of substitution to act in the name and on behalf of the undersigned; To sign and file with the Securities and Exchange Commission the Annual Report of the Company on Form 10-K for the fiscal year ended December 31, 1999, and any amendments or supplements to such Annual Report; and To execute and deliver any instruments, certificates or other documents which they shall deem necessary or proper in connection with the filing of such Annual Report, and generally to act for and in the name of the undersigned with respect to such filings as fully as could the undersigned if then personally present and acting. Each agent named above is hereby empowered to determine in his discretion the times when, the purposes for, and the names in which, any power conferred upon him herein shall be exercised and the terms and conditions of any instrument, certificate or document which may be executed by him pursuant to this instrument. This Power of Attorney shall not be affected by the disability of the undersigned nor by the lapse of time. The validity, terms and enforcement of this Power of Attorney shall be governed by those laws of the State of Delaware that apply to instruments negotiated, executed, delivered and performed solely within the State of Delaware. This Power of Attorney may be executed in any number of counterparts, each of which shall have the same effect as if it were the original instrument and all of which shall constitute one and the same instrument. IN WITNESS WHEREOF, I have executed this Power of Attorney this 14th day of December 1999. /s/ /s/ John H. Sottile John P. Fazzini Witness Director /s/ Danforth E. Leitner Witness State of Florida County of Brevard The foregoing instrument was acknowledged before me this 14th day of December 1999 by John P. Fazzini, Director of The Goldfield Corporation, a Delaware corporation. He is personally known to me. /s/ Cheryl C. Towle Notary Public POWER OF ATTORNEY The undersigned who is a director or officer of The Goldfield Corporation, a Delaware corporation (the "Company"); Does hereby constitute and appoint Stephen R. Wherry to be his agent and attorney-in-fact; The agent with the power to act fully hereunder without the other and with full power of substitution to act in the name and on behalf of the undersigned; To sign and file with the Securities and Exchange Commission the Annual Report of the Company on Form 10-K for the fiscal year ended December 31, 1999, and any amendments or supplements to such Annual Report; and To execute and deliver any instruments, certificates or other documents which they shall deem necessary or proper in connection with the filing of such Annual Report, and generally to act for and in the name of the undersigned with respect to such filings as fully as could the undersigned if then personally present and acting. The agent named above is hereby empowered to determine in his discretion the times when, the purposes for, and the names in which, any power conferred upon him herein shall be exercised and the terms and conditions of any instrument, certificate or document which may be executed by him pursuant to this instrument. This Power of Attorney shall not be affected by the disability of the undersigned nor by the lapse of time. The validity, terms and enforcement of this Power of Attorney shall be governed by those laws of the State of Delaware that apply to instruments negotiated, executed, delivered and performed solely within the State of Delaware. This Power of Attorney may be executed in any number of counterparts, each of which shall have the same effect as if it were the original instrument and all of which shall constitute one and the same instrument. IN WITNESS WHEREOF, I have executed this Power of Attorney this 14th day of December 1999. /s/ /s/ Danforth E. Leitner John H. Sottile Witness President /s/ John P. Fazzini Witness State of Florida County of Brevard The foregoing instrument was acknowledged before me this 14th day of December 1999 by John H. Sottile, President of The Goldfield Corporation, a Delaware corporation. He is personally known to me. /s/ Cheryl C. Towle Notary Public POWER OF ATTORNEY The undersigned who is a director or officer of The Goldfield Corporation, a Delaware corporation (the "Company"); Does hereby constitute and appoint John H. Sottile to be his agent and attorney-in-fact; The agent with the power to act fully hereunder without the other and with full power of substitution to act in the name and on behalf of the undersigned; To sign and file with the Securities and Exchange Commission the Annual Report of the Company on Form 10-K for the fiscal year ended December 31, 1999, and any amendments or supplements to such Annual Report; and To execute and deliver any instruments, certificates or other documents which they shall deem necessary or proper in connection with the filing of such Annual Report, and generally to act for and in the name of the undersigned with respect to such filings as fully as could the undersigned if then personally present and acting. The agent named above is hereby empowered to determine in his discretion the times when, the purposes for, and the names in which, any power conferred upon him herein shall be exercised and the terms and conditions of any instrument, certificate or document which may be executed by him pursuant to this instrument. This Power of Attorney shall not be affected by the disability of the undersigned nor by the lapse of time. The validity, terms and enforcement of this Power of Attorney shall be governed by those laws of the State of Delaware that apply to instruments negotiated, executed, delivered and performed solely within the State of Delaware. This Power of Attorney may be executed in any number of counterparts, each of which shall have the same effect as if it were the original instrument and all of which shall constitute one and the same instrument. IN WITNESS WHEREOF, I have executed this Power of Attorney this 14th day of December 1999. /s/ /s/ Patricia A. Strange Stephen R. Wherry Witness Vice President /s/ Sindi McGovern Witness State of Florida County of Brevard The foregoing instrument was acknowledged before me this 14th day of December 1999 by Stephen R. Wherry, Vice President of The Goldfield Corporation, a Delaware corporation. He is personally known to me. /s/ Cheryl C. Towle Notary Public POWER OF ATTORNEY The undersigned who is a director or officer of The Goldfield Corporation, a Delaware corporation (the "Company"); Does hereby constitute and appoint John H. Sottile and Stephen R. Wherry to be his agents and attorneys-in-fact; Each with the power to act fully hereunder without the other and with full power of substitution to act in the name and on behalf of the undersigned; To sign and file with the Securities and Exchange Commission the Annual Report of the Company on Form 10-K for the fiscal year ended December 31, 1999, and any amendments or supplements to such Annual Report; and To execute and deliver any instruments, certificates or other documents which they shall deem necessary or proper in connection with the filing of such Annual Report, and generally to act for and in the name of the undersigned with respect to such filings as fully as could the undersigned if then personally present and acting. Each agent named above is hereby empowered to determine in his discretion the times when, the purposes for, and the names in which, any power conferred upon him herein shall be exercised and the terms and conditions of any instrument, certificate or document which may be executed by him pursuant to this instrument. This Power of Attorney shall not be affected by the disability of the undersigned nor by the lapse of time. The validity, terms and enforcement of this Power of Attorney shall be governed by those laws of the State of Delaware that apply to instruments negotiated, executed, delivered and performed solely within the State of Delaware. This Power of Attorney may be executed in any number of counterparts, each of which shall have the same effect as if it were the original instrument and all of which shall constitute one and the same instrument. IN WITNESS WHEREOF, I have executed this Power of Attorney this 14th day of December 1999. /s/ /s/ John H. Sottile Dwight W. Severs Witness Director /s/ Patricia A. Strange Witness State of Florida County of Brevard The foregoing instrument was acknowledged before me this 14th day of December 1999 by Dwight W. Severs, Director of The Goldfield Corporation, a Delaware corporation. He is personally known to me. /s/ Cheryl C. Towle Notary Public SECRETARY'S CERTIFICATE I, Dwight W. Severs, certify that I am the duly elected, qualified and acting Secretary of The Goldfield Corporation, a Delaware corporation (the "Corporation"), that I am authorized and empowered to execute this Certificate on behalf of the Corporation with respect to the Annual Report on Form 10-K and further certify that the following is a true, complete and correct copy of a resolution adopted by the Board of Directors of the Corporation on December 14, 1999, which resolution has not been amended, modified or rescinded: RESOLVED, that each officer and director who may be required to execute an Annual Report on Form 10-K or any amendment or supplement thereto (whether on behalf of the Corporation or as an officer or director thereof or otherwise) be, and each of them hereby is, authorized to execute a Power of Attorney appointing John H. Sottile and Stephen R. Wherry and each of them severally, his true and lawful attorneys and agents to execute in his name, place and stead (in any such capacity) said Form 10-K and all instruments or reports necessary or in connection therewith, and to file the same with the Securities and Exchange Commission, each of said attorneys and agents to have the power to act with or without the other, to have full power and authority to do and to perform in the name and on behalf of each of said officers and directors, or both, as the case may be, every act which is necessary or advisable to be done as fully, and to all intents and purposes, as any such officer or director might or could do in person. IN WITNESS WHEREOF, I have hereunto set my hand this 14th day of December 1999. /s/ Dwight W. Severs, Secretary EX-27 5
5 12-MOS DEC-31-1999 DEC-31-1999 5,719,163 0 2,315,682 0 351,458 9,103,582 22,895,275 18,268,580 16,296,236 1,596,225 0 0 339,407 2,687,211 11,626,090 16,296,236 20,187,574 20,461,463 16,332,976 18,463,899 0 0 0 1,997,564 (478,671) 2,476,235 0 0 0 2,476,235 .09 .09
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