U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-Q
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from __________________ to ______________
Commission file number 0-9352
Gibbs Construction, Inc.
(Exact name of small business issuer as specified in its charter)
Texas 75-2095676
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1855 Wall Street, Garland, TX 75041
(Address of principal executive offices) (Zip Code)
(972) 278-3433
(Registrant's telephone number)
- -------------------------------------- ----------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 ____
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 4,000,000
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
GIBBS CONSTRUCTION, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
------------ ------------
(Unaudited)
<S> <C> <C>
CURRENT ASSETS
Cash $ 593,529 $ 1,066,665
Temporary Investments 138,281 99,768
Accounts Receivable
Trade - Net of Allowance for Doubtful
Accounts of $725,000 in 1999 and 1998,
respectively 8,521,091 7,313,519
Costs and Estimated Earnings in Excess of
Billings on Uncompleted Contracts 1,947,135 2,134,170
Prepaid Expenses 71,696 107,549
Deferred Tax Asset 350,000 350,000
------------ ------------
TOTAL CURRENT ASSETS 11,621,732 11,076,671
----------- -----------
LAND, BUILDINGS AND EQUIPMENT 1,363,868 1,341,939
Less Accumulated Depreciation (698,635) (657,394)
------------ ------------
NET LAND, BUILDINGS AND EQUIPMENT 665,233 684,545
------------ ------------
OTHER ASSETS
Receivables From Affiliates, Employees and Other 129,915 202,290
Deferred Tax Asset 1,107,190 1,173,840
------------ ------------
TOTAL OTHER ASSETS 1,237,105 1,376,130
------------ ------------
TOTAL ASSETS $13,524,070 $13,132,346
=========== ===========
</TABLE>
(Continued)
F-1
<PAGE>
GIBBS CONSTRUCTION, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(Continued)
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
------------ ------------
(Unaudited)
<S> <C> <C>
CURRENT LIABILITIES
Notes Payable $ 150,000 $150,000
Current Installments of Long-Term Debt 185,501 193,260
Accounts Payable 7,773,366 7,975,704
Accrued Expenses 716,557 794,765
Billings in Excess of Costs and Estimated Earnings on
Uncompleted Contracts 1,433,812 832,447
Payable to Stockholders 384,683 397,740
------------ ------------
TOTAL CURRENT LIABILITIES 10,643,919 10,343,916
LONG-TERM DEBT - Excluding Current Installments 370,728 408,402
------------ ------------
TOTAL LIABILITIES 11,014,647 10,752,318
----------- -----------
STOCKHOLDERS' EQUITY
Common Stock of $.01 Par Value. Authorized 7,500,000
Shares; Issued and Outstanding 4,000,000 Shares 40,000 40,000
Paid-In-Capital 4,907,272 4,907,272
Retained (Deficit) (2,437,849) (2,567,244)
------------ ------------
TOTAL STOCKHOLDERS' EQUITY 2,509,423 2,380,028
------------ ------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $13,524,070 $13,132,346
=========== ===========
</TABLE>
The accompanying note is an integral part
of these consolidated financial statements
F-2
<PAGE>
GIBBS CONSTRUCTION, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
For the Three Months Ended
March 31,
-------------------------------
1999 1998
----------- -----------
<S> <C> <C>
CONSTRUCTION REVENUES $13,604,296 $11,463,976
COST OF CONSTRUCTION 12,874,000 11,026,551
----------- -----------
GROSS PROFIT 730,296 437,425
GENERAL AND ADMINISTRATIVE EXPENSES 497,350 372,392
------------ ------------
INCOME BEFORE OTHER
INCOME (EXPENSE) 232,946 65,033
OTHER INCOME (EXPENSE)
Gain on Temporary Investments Transactions 1,260 -
Interest Income - 2,503
Interest Expense (38,477) (21,091)
Other 316 -
-------------- ---------------
INCOME (LOSS) BEFORE INCOME TAXES 196,045 46,445
INCOME TAX (EXPENSE) (66,650) (15,775)
------------- -------------
NET INCOME (LOSS) $ 129,395 $ 30,670
============ =============
INCOME (LOSS) PER SHARE $ 0.03 $ 0.01
============== ==============
WEIGHTED AVERAGE NUMBER OF SHARES 4,000,000 4,000,000
============ ============
</TABLE>
The accompanying note is an integral part
of these consolidated financial statements
(Continued)
F-3
<PAGE>
GIBBS CONSTRUCTION, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-------------------------------
1999 1998
----------- -----------
<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES
Net Income $ 129,395 $ 30,670
Adjustments to Reconcile Net Income to Net Cash
From Operating Activities
Depreciation 41,241 36,000
(Gain) on Temporary Investments Transactions (1,260) -
Deferred Taxes 66,650 15,775
Changes in Current Assets and Liabilities
(Increase) Decrease in Accounts Receivable (1,207,572) 28,813
(Increase) Decrease in Billings Related to Cost
and Earnings on Uncompleted Contracts 788,400 (291,128)
Decrease in Prepaid Expenses 35,853 8,194
(Decrease) in Accounts Payable (202,338) (364,035)
(Decrease) in Accrued Expenses (78,208) (33,866)
Purchase of Temporary Investments (1,480,883) -
Proceeds from Sale of Temporary Investments 1,443,630 1,414
----------- ----------
NET CASH FLOW (USED) BY
OPERATING ACTIVITIES (465,092) (568,163)
----------- ---------
CASH FLOW FROM INVESTING ACTIVITIES
Purchase of Equipment (21,929) (1,889)
Decrease (Increase) in Other Assets 72,375 (7,830)
------------ ----------
NET CASH FLOW (USED) PROVIDED
IN INVESTING ACTIVITIES 50,446 (9,719)
------------ ----------
CASH FLOW FROM FINANCING ACTIVITIES
Repayments of Note Borrowings (45,433) (186,254)
Changes in Stockholder Receivables (13,057) (1,500)
------------ ----------
NET CASH FLOW PROVIDED (USED) BY
FINANCING ACTIVITIES $ (58,490) $(187,754)
----------- ---------
</TABLE>
The accompanying note is an integral part
of these consolidated financial statements
(Continued)
F-4
<PAGE>
GIBBS CONSTRUCTION, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Continued)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-------------------------------
1999 1998
----------- -----------
<S> <C> <C>
NET (DECREASE) IN CASH $ (473,136) $(765,636)
CASH AT THE BEGINNING OF THE PERIOD 1,066,665 438,445
----------- ---------
CASH AT THE END OF THE PERIOD $ 593,529 $(327,191)
=========== =========
SUPPLEMENTAL DISCLOSURES OF CASH
FLOW INFORMATION
Cash Paid During the Year For:
Interest Expense $ 38,477 $ 21,090
=========== =========
</TABLE>
The accompanying note is an integral part
of these consolidated financial statements
F-5
<PAGE>
GIBBS CONSTRUCTION, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1999
NOTE 1: BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principals for
interim financial information and with the instructions to Form 10-Q and
Rule 10-01 of Regulations S-X. They do not include all information and notes
required by generally accepted accounting principals for complete financial
statements. However, except as disclosed, there has been no material change
in the information disclosed in the notes to consolidated financial
statements included in the Annual Report on Form 10-K of Gibbs Construction,
Inc. for the year ended December 31, 1998. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary
for a fair presentation have been included. Operating results for the three
month period ended March 31, 1999, are not necessarily indicative of the
results that may be expected for the year ending December 31, 1999.
F-6
<PAGE>
Three Months Ended March 31, 1999 compared to Three Months Ended March 31,1998
Net income for the three months ended March 31, 1999 increased to $129,395 from
$30,670 for the same period ended March 31, 1998. The increase reflects improved
gross margins, 5.4% in the 1999 period compared to 3.8% in the 1998 period, as
well as increased revenues in the 1999 period. Revenues increased 18.7% percent
in the first quarter of 1999 when compared to the third quarter of 1998. The
increase in revenues in the first quarter of 1999 compared to the first quarter
of 1998 is attributable to the fact that the Company did not see in the first
quarter of 1999 as much of a slowing of business that normally occurs in the
winter months. General and administrative expenses in the first quarter of 1999
were approximately $125,000 higher in the first quarter of 1999 than the first
quarter of 1998. In addition to the first quarter of 1998 having general and
administrative expenses reduced because of the collection of a previously
written off bad debt, the Company incurred in the first quarter of 1999
approximately $50,000 of marketing expenses and expended additional amounts in
litigation costs to collect receivables that were written off in 1998.
Liquidity and capital resources
Over the last twelve months, the Company has continued to improve its working
capital position. Except for debt incurred for equipment, the Company finances
its operations through cash generated by those operations.
Year 2000
In 1998, the Company has upgraded its accounting software at a cost of $30,000
so that its management and financial systems would be year 2000 compliant. The
Company plans to continue to purchase personal computers to replace existing
ones as well as upgrade software systems such that all systems would be year
2000 compliant by the end of 1999. The Company anticipates that its principal
vendors, namely, subcontractors, will undergo similar upgrades over the next
several months. Many of these subcontractors, however, operate with manual
systems and are unaffected by year 2000 software problems.
<PAGE>
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits Index
Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K: None
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Gibbs Construction, Inc.
May 10, 1999 /s/ Danny R. Gibbs
------------------------------
Danny R. Gibbs, President and
Principal Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1999
<CASH> 593,529
<SECURITIES> 138,281
<RECEIVABLES> 8,521,091
<ALLOWANCES> 725,000
<INVENTORY> 0
<CURRENT-ASSETS> 11,621,732
<PP&E> 665,233
<DEPRECIATION> 41,241
<TOTAL-ASSETS> 13,524,070
<CURRENT-LIABILITIES> 10,643,919
<BONDS> 0
0
0
<COMMON> 40,000
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 13,524,070
<SALES> 13,604,296
<TOTAL-REVENUES> 13,604,296
<CGS> 12,874,000
<TOTAL-COSTS> 13,371,350
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 38,477
<INCOME-PRETAX> 196,045
<INCOME-TAX> 66,650
<INCOME-CONTINUING> 129,395
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 129,395
<EPS-PRIMARY> 0.03
<EPS-DILUTED> 0
</TABLE>