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| AGX > SEC Filings for AGX > Form 10-K on 15-Apr-2009 | All Recent SEC Filings |
15-Apr-2009
Annual Report
During the current fiscal year, we raised approximately $25 million in net cash
proceeds from the private placement sale of shares of our common stock. However,
our operating activities used $11.5 million cash in the current year, due
primarily to a $25.0 million decrease in the balance of billings in excess of
costs and estimated earnings. We reduced our long-term debt by $2.6 million to a
balance of $4.1 million. This long-term debt amount represented only 5.2% and
3.1% of total stockholders' equity and consolidated total assets as of
January 31, 2009, respectively. Our business is not capital equipment intensive.
Although our businesses made capital expenditures totaling $370,000 in the
current year, the balance of net fixed assets represented less than 1% of
consolidated total assets at January 31, 2009. During the current fiscal year,
we also used cash to make $2.0 million in additional payments due to the former
owners of GPS and to make a $1.6 million investment in GRP.
Including the performance of work included in the contract backlog of GPS and
GRP at January 31, 2009, we expect to continue the growth of the Company's
consolidated net revenues in the next fiscal year and to report operating
results that are profitable and that include net cash provided by operations.
However, current economic conditions in the U.S., including a deepening
recession and severe disruptions in the credit markets, could adversely affect
our results of operations in future periods, particularly if the economic
recession is prolonged or if government efforts to stabilize financial
institutions, to restore order to credit markets, to stimulate spending and to
arrest rising unemployment are not effective. The current instability in the
financial markets may make it difficult for certain of our customers,
particularly for projects funded by private investment, to access the credit
markets to obtain financing for new construction projects on satisfactory terms
or at all. Although our construction project backlog has increased in the
current fiscal year, we may encounter increased levels of deferrals and delays
related to new construction projects in the future. Difficulty in obtaining
adequate financing due to the unprecedented disruption in the credit markets may
significantly increase the rate at which our customers defer, delay or cancel
proposed new construction projects. Such deferrals, delays or cancellations
could have an adverse impact on our future operating results. For example, the
inability of a customer to obtain financing for the completion of an
ethanol-production facility resulted in the current year termination of our
engineering, procurement and construction services contract and the reduction of
approximately $47 million in backlog.
We anticipate that the increased political focus on energy independence and the
negative environmental impact of fossil fuels may spur the development of
alternative and renewable power facilities which should result in new power
facility opportunities for us in the future. More than half of the states have
adopted formal green-energy goals and federal support for infrastructure
spending remains strong. An energy infrastructure renewal program is included in
the U.S. Government economic stimulus package, making funds available for water
and energy projects and including tax incentives to encourage capital investment
in renewable energy sources. In order to capitalize on emerging opportunities in
a portion of this market, we formed a joint venture with a wind-energy
development firm in June 2008 for the purpose of constructing wind-energy farms
for project owners. The venture has received an initial limited notice to
proceed on a project to design and build the expansion of a wind farm in
Illinois. We are nearing the completion of the construction of a biodiesel
production plant in Texas, the fourth such project that we will complete within
a two-year period, and are pursuing other alternative fuel-production
opportunities.
Moreover, we continue to observe renewed interest in gas-fired generation as
electric utilities and independent power producers look to diversify their
generation options. We believe that the initiatives in many states to reduce
emissions of carbon dioxide and other "greenhouse gases," and utilities' desire
to fill demand for additional power prior to the completion of more sizeable or
controversial projects, are also stimulating renewed demand for gas-fired power
plants. As described above, both the Colusa and Sentinel power projects are
gas-fired electricity-generation plants. While it is unclear what the impact of
current economic conditions might have on the timing or financing of such future
projects, we expect that gas-fired power plants will continue to be an important
component of long-term power generation development in the U.S. and believe our
capabilities and expertise will position us as a market leader for these
projects.
In summary, it is uncertain what impacts the current recession and
financial/credit crisis in the U.S. may have on our business. We are
continuously alert for effects of this crisis that may be impacting our business
currently and any new developments that may affect us going forward. Moreover,
the continuing global uncertainty and deteriorating economic conditions may
impair our visibility to an unusual degree. Current or deteriorating future
conditions could potentially lead to the delay, curtailment or cancellation of
proposed and existing projects, thus decreasing the overall demand for our
services, adversely impacting our results of operations and weakening our
financial condition.
Nevertheless, we remain cautiously optimistic about our long-term growth
opportunities. We are focused on expanding our position in the growing power
markets where we expect investments to be made based on forecasts of increasing
electricity demand covering decades into the future. We believe that our
expectations are reasonable and that our future plans are based on reasonable
assumptions. However, such forward-looking statements, by their nature, involve
risks and uncertainties, and they should be considered conjunction with the risk
factors included in Item 1A of this Annual Report on Form 10-K.
Comparison of the Results of Operations for the Years Ended January 31, 2009 and
2008
The following schedule compares the results of our operations for the years
ended January 31, 2009 and 2008. Except where noted, the percentage amounts
represent the percentage of net revenues for the corresponding year. As analyzed
below the schedule, we reported net income of $10.0 million for the fiscal year
ended January 31, 2009, or $0.78 per diluted share. For the fiscal year ended
January 31, 2008, we reported a net loss of $3.2 million, or $(0.29) per diluted
share.
2009 2008
Net revenues
Power industry services $ 202,298,000 91.6 % $ 180,414,000 87.2 %
Nutritional products 10,075,000 4.5 % 16,669,000 8.1 %
Telecommunications infrastructure
services 8,553,000 3.9 % 9,693,000 4.7 %
Net revenues 220,926,000 100.0 % 206,776,000 100.0 %
Cost of revenues **
Power industry services 169,046,000 83.6 % 162,418,000 90.0 %
Nutritional products 11,868,000 117.8 % 14,714,000 88.3 %
Telecommunications infrastructure
services 7,127,000 83.3 % 8,059,000 83.1 %
Cost of revenues 188,041,000 85.1 % 185,191,000 89.6 %
Gross profit 32,885,000 14.9 % 21,585,000 10.4 %
Selling, general and administrative
expenses 14,858,000 6.7 % 18,983,000 9.2 %
Impairment losses 3,134,000 1.5 % 6,826,000 3.2 %
Income (loss) from operations 14,893,000 6.7 % (4,224,000 ) (2.0 )%
Interest expense (410,000 ) * (699,000 ) *
Investment income 1,755,000 * 3,311,000 1.6 %
Equity in net income of
unconsolidated subsidiary 507,000 * - -
Income (loss) from operations
before income taxes 16,745,000 7.6 % (1,612,000 ) *
Income tax expense (6,726,000 ) (3.1 )% (1,593,000 ) *
Net income (loss) $ 10,019,000 $ 4.5 % $ (3,205,000 ) (1.5 )%
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* Less than 1%.
** The cost of
revenues
percentage
amounts
represent
the
percentage
of net
revenues of
the
applicable
segment.
Net Revenues
Power Industry Services
Net revenues of power industry services were $202.3 million for the year ended
January 31, 2009, and represented 91.6% of consolidated net revenues. For the
fiscal year ended January 31, 2008, the net revenues of the power industry
services business were $180.4 million, which represented 87.2% of consolidated
net revenues.
Our energy-plant construction contract backlog was $456 million at January 31,
2009, not including the backlog of GRP in the amount of $30.8 million (see the
discussion of our investment in this unconsolidated subsidiary below). The
comparable construction contract backlog was $122 million at January 31, 2008.
Two significant customers of the power industry services business for the
current year represented approximately 54.3% and 43.9% of the net revenues of
this business segment for the current year, respectively, and represented
approximately 49.7% and 40.2% of our consolidated net revenues for the current
year, respectively. In the aggregate, four significant customers of the power
industry services business represented approximately 90.7% of its net revenues
for the year ended January 31, 2008. Individually, the four customers
represented approximately 30.0%, 25.4%, 20.1% and 15.3% of the net revenues of
this business segment for the prior year, respectively, and they represented
approximately 26.2%, 22.1%, 17.5% and 13.3% of our consolidated net revenues for
the prior fiscal year, respectively. The projects for three of these four
customers have been completed; one project was terminated during the current
year as discussed in Note 16 to the consolidated financial statements. Projects
completed by GPS over the last two years included the construction of biodiesel
production facilities in Texas, a gas-fired energy power plant in California,
and a gas-fired peaking power facility in Connecticut.
In May 2008, we announced that GPS signed an engineering, procurement and
construction agreement with Pacific Gas & Electric Company ("PG&E") in the
amount of $340 million for the design and construction of a natural gas-fired
power plant in Colusa, California. This energy plant is planned to be a 640
megawatt combined cycle facility and construction is expected to be completed in
2010. We announced the receipt from PG&E of a full notice to proceed on this
project in October 2008. GPS commenced activity on this project in the fourth
quarter ended January 31, 2008 under an interim notice to proceed that it
received from PG&E in December 2007.
In October 2008, we announced that GPS signed an engineering, procurement and
construction agreement and received a limited notice to proceed from Competitive
Power Ventures Inc. ("CPV") to design and build the Sentinel Power Project. This
project, valued at $211 million, consists of eight simple cycle gas-fired
peaking plants with a total power rating of 800 megawatts to be located in
southern California. The project is currently expected to be completed in 2012.
CPV has a power supply agreement with Southern California Edison.
Telecommunications Infrastructure Services
Net revenues of telecommunications infrastructure services were approximately
$8.6 million for the year ended January 31, 2009 compared to $9.7 million for
the year ended January 31, 2008, representing a decrease in the net revenues of
telecommunications infrastructure services between years of approximately
$1.1 million, or 11.8%. The net revenues of telecommunications services for the
years ended January 31, 2009 and 2008 were 3.9% and 4.7% of consolidated net
revenues for the corresponding years, respectively.
Net revenues related to inside premises customers increased by approximately
31.0% for the year ended January 31, 2009 compared with the prior year due to
increases in revenues related to EDS and other customers. However, this strong
performance was more than offset by a 31.9% reduction between years in the net
revenues related to outside plant customers. Although SMC signed a new
eighteen-month contract with Verizon during the current year and net revenues
related to this customer recovered gradually during the current year, the level
of business from this customer declined between years. Work performed for SMC's
other large outside plant customer also decreased between years.
Nutritional Products
The net revenues from the sale of nutritional products by VLI were $10.1 million
for the fiscal year ended January 31, 2009, and represented 4.5% of consolidated
net revenues. The net revenues from the sale of nutritional products were
$16.7 million for the fiscal year ended January 31, 2008. This amount
represented 8.1% of consolidated net revenues for the prior year. The decrease
in the net revenues of nutritional products was $6.6 million, or 39.6%. The
decrease primarily was due to the loss of several large customers and lower than
expected sales of products, in the aggregate, to VLI's largest current customers
during the current year, resulting in net sales declines between fiscal years of
$5.5 million and $1.4 million, respectively. VLI is primarily a contract
manufacturer of nutritional products. The ability to quickly replace lost
customers or to increase the product offerings sold to existing customers is
hampered by the long sales cycle inherent in our type of business. The length of
time between the beginning of contract negotiation and the first sale to a new
customer could exceed six months including extended periods of product testing
and acceptance.
Cost of Revenues
On a consolidated basis and expressed as a percentage of net revenues, our cost
of revenues decreased to 85.1% for the year ended January 31, 2009 compared with
89.6% for the prior year. Our overall gross profit increased by $11.3 million,
or 52.4%, to $32.9 million for the current fiscal year from $21.6 last year. Our
gross profit percentage increased to 14.9% for the current year from 10.4% for
the prior year. The gross profit improvements were due to the current year
performance of GPS.
The cost of revenues for the power industry services business of GPS increased
in the fiscal year ended January 31, 2009 to $169.0 million from $162.4 million
in the fiscal year ended January 31, 2008. The cost of revenues as a percentage
of corresponding net revenues was 83.6% for the current year compared with 90.0%
last year. The gross profit of GPS for the current year was favorably affected
by the adjustment to cost of revenues in the net amount of $7.1 million that is
discussed below and the recognition in net revenues of earned incentive fees
related to construction services that totaled approximately $3.2 million.
During the fiscal year ended January 31, 2009, GPS recorded favorable
adjustments related to the settlement of accrued amounts on a terminated
construction contract that are discussed in Note 16 to the consolidated
financial statements. The adjustments reduced cost of revenues for the fiscal
year ended January 31, 2009 by approximately $7.1 million, net of related
expenses.
Cost of revenues for the telecommunication infrastructure services business of
SMC decreased by $932,000, or approximately 11.6%, in the current year compared
with the prior year, but increased slightly as a percentage of corresponding net
revenues to 83.3% in the current year from 83.1% last year. On an overall basis,
direct labor and related costs were reduced between the years by $1.2 million.
Despite increased inside plant work causing increases of $321,000 and $222,000
between fiscal years in costs incurred for subcontractors and job supplies,
respectively, the profitability of the inside plant work improved between the
years. On the other hand, the effects of reduced net revenues and competitive
pricing pressures decreased the profit of the outside plant work between the
years.
Although the cost of revenues for the nutritional products business of VLI
decreased in the year ended January 31, 2009 by $2.8 million to $11.9 million
from $14.7 million in the year ended January 31, 2008, the cost of revenues
expressed as a percentage of corresponding net revenues increased to 117.8% in
the current year from a percentage of 88.3% last year. The cost of revenues for
the current year included a total provision for obsolete and overstocked
inventory of $1.6 million which represented 16.2% of current year net revenues.
The comparable provision amount for the prior fiscal year was $434,000. In
addition, the declining sales and competitive product pricing pressures
continued to squeeze gross margins and increased the recurring cost of excess
production capacity. Direct labor and related manufacturing overhead costs were
reduced between years by $338,000 and $277,000, or 18% and 15%, respectively.
However, the reductions did not occur in proportion to the 39.6% reduction in
net revenues between fiscal years.
Selling, General and Administrative Expenses
These expenses decreased to $14.9 million, or 6.7% of consolidated net revenues,
for the fiscal year ended January 31, 2009 from $19.0 million, or 9.2% of
consolidated net revenues, for the fiscal year ended January 31, 2008, a
reduction of $4.1 million, or 21.7%.
Amortization expense related to purchased intangible assets decreased by
approximately $4.8 million in the current year period compared with last year as
the amortization expense related to contractual and other customer relationships
decreased between years by approximately $4.2 million. Most of this decrease was
scheduled and attributable to backlog for construction contracts completed by
GPS last year. The impairment losses recorded by VLI last year served to reduce
its amortization expense related to customer relationships and the noncompete
agreement prospectively, and the amortization of propriety formulas was
completed last year. Partially offsetting the favorable effects of the
amortization expense reductions in the current year and reductions in expenses
at GPS and VLI were increases in certain corporate expenses. Stock option
compensation expense increased between years by $635,000 and legal costs and
fees, related primarily to the WFC and Kevin Thomas matters, increased by
$351,000 between years.
Impairment of Goodwill and Long-Lived Assets
As discussed above and in Note 9 to the consolidated financial statements, we
recorded impairment losses in the current fiscal year related to purchased
intangible and fixed assets of VLI in the aggregate amount of $2.0 million and
related to purchased intangible assets of SMC in the amount of $1.1 million.
These amounts are included in the statement of operations for the fiscal year
ended January 31, 2009.
The statement of operations for the fiscal year ended January 31, 2008 included
VLI impairment losses related to goodwill and other purchased intangible assets
in the aggregate amount of approximately $6.8 million. Through scheduled
depreciation and amortization for the long-lived assets and the impairment
losses recorded by VLI during the current and prior years, the carrying values
of the goodwill, other purchased intangible assets and fixed assets of VLI have
been substantially eliminated. Likewise, the carrying values goodwill and the
contractual customer relationships of SMC were eliminated by the impairment
losses recorded in the current year.
Other Income and Expense
Our investment income includes primarily amounts received monthly on excess cash
balances invested in liquid collective funds offered by the Bank. We reported
investment income of $1.8 million for the fiscal year ended January 31, 2009
compared to investment income of $3.3 million for the year ended January 31,
2008, reflecting the significant decline in short-term investment returns over
the last year. Interest expense, which relates primarily to two Bank term loans,
declined to $410,000 in the current year from $699,000 last year due to the
overall reduction in the level of debt between years.
In June 2008, we announced that GPS has entered into a business partnership for
the design and construction of wind energy farms located in the United States
and Canada. The business partners each own 50% of the new company, GRP, which
has begun a construction project to expand a wind farm in LaSalle County,
Illinois with the addition of 166 wind turbines. Our share of the net income of
GRP for the current fiscal year was approximately $507,000.
Income Tax Expense
For the fiscal year ended January 31, 2009, we incurred income tax expense of
$6.7 million representing an effective income tax rate of 40.2%. The effective
tax rate for the current year differs from the expected federal income tax rate
of 34% due primarily to the effect of state income taxes and the unfavorable net
effect of permanent differences, in particular the impairment losses of
approximately $1.9 million related to the goodwill of VLI and SMC that are not
. . .
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