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19' <br />Vice President of Construction Services: Jeff Croll <br />Vice President of Maintenance Services: Todd Williams <br />Sec./Treasurer: Pamela Randall <br />Assistant Secretary: Marge Cocchiarella <br />Assistant Secretary: Eric Reger <br />B) Rick Randall made a motion that the joint board of directors of all companies meet quarterly for at <br />least four hours. The motion was seconded by Randy. The motion was carried unanimously. <br />1) Prior to final vote on this motion Todd Williams made discussion regarding our meetings and <br />actions as it relates to our corporation by-laws. If necessary we will modify those by-laws to <br />incorporate quarterly board meetings. <br />2)Prior to final vote on this motion, Rick Randall justified his suggestion for these meetings; the <br />purpose being that it will allow the board to have more input on major decisions effecting the <br />company. <br />VI) Contra Costa: Rick Randall made discussion of the purchase of Contra Costa Landscaping from Ken <br />and Gay Gerlack and the stock purchase agreement. An explanation regarding all of the negotiations <br />ended with an outline of the final agreement: RBI will purchase Contra Costa from a charitable trust fund <br />set up by Ken and Gay Gerlack for less than book value. The $760,000, which is book value, will be <br />realized by Ken Gerlack through employment and non-compete agreements. These compensations will <br />come out of the value of the company prior to the awarding of yearly bonuses. Post-purchase RBI's book <br />value will increase approximately $25,000. This purchase includes the four divisions of Contra Costa and <br />a long-term lease agreement for the building and land at a very low rental rate. After the sale RBI will <br />sell the aquatic division to Landmark Reclamation, Inc. Todd Williams made a motion to approve the <br />agreement to purchase Contra Costa. This was seconded by Rick Randall and unanimously approved. <br />VII) Financial Condition Of The Company: Presented by Jeff Kahler. <br />A) The newest thing that Jeff has added is a cash flow statement. The cash flow statement measures the <br />net positive or the negative flow of cash or any change in the balance sheet account. The cash flow <br />statement is broken up into operating, financing, and investing activities. There is a one month and six <br />month statement starting out with your net income adjusted for all of the other changes in your balance <br />sheet. <br />B) On the cash flow statement there is a $148,000 loss of cash from notes receivable to Landmark. In <br />addition there is a miscellaneous debt between the two companies of about $25,000 a month. Landmark <br />has also been borrowing money intra month for payroll to the tune of $300,000. a month. <br />C) RBI has a debt to equity ratio of 1.37 to 1 which Jeff says is a good position to be in. <br />D) We are now doing zero based banking. This will help us manage our money better so that we don't <br />borrow money when we have it on our books. <br />E) Our cash flow does not look good and their are few things on our horizon that "scare" Rick. <br />1) RBI billings: They are good but we are coming off of over billings a lot in July. <br />2) Landmark: Landmark is going south quicker than you could imagine because of the Maybell <br />project. <br />a) Rick Randall says that Landmark's borrowing from RBI has been capped at $850,000. <br />and monthly advances for payroll which they pay back each month. A total of about <br />$1,000,000. at any given time. <br />b) Landmark also owes Butler $1.6 million which they seem to be less patient with at <br />- Board Minutes Page 3 -