SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR QUARTER ENDED DECEMBER 31, 1994 COMMISSION FILE NO. 0-3415 STV GROUP, INCORPORATED (Exact name of registrant as specified in its charter) Pennsylvania 23-1698231 (State or other jurisdiction of I.R.S. Employer Identification) incorporation or organization) 11 Robinson Street, Pottstown, Pennsylvania 19464 (Address of principal executive offices) (Zip Code) (610) 326-4600 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(g) of the Act: Common Stock $1.00 par value (Title of class) As of December 31, 1994, there were 1,821,246 shares of common stock of the registrant outstanding. 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 twelve 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 PART I - FINANCIAL INFORMATION Item 1. Financial Statements STV GROUP, INC., AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS UNAUDITED December 31, 1994 September 30, 1994 ASSETS Current Assets Cash $999,000 $640,000 Accounts Receivable less allowance for doubtful accounts of $140,000 in 1995 and $90,000 in 1994 22,187,000 24,413,000 Costs and Estimated Profits of Uncompleted Contracts in Excess of Related Billings 11,819,000 13,045,000 Income Taxes Recoverable 438,000 522,000 Deferred tax benefit 416,000 360,000 Other Current Assets 1,131,000 1,434,000 --------- --------- Total Current Assets 36,990,000 40,414,000 Property and Equipment 11,381,000 11,374,000 Less Accumulated Depreciation 9,487,000 9,282,000 --------- --------- Net Property and Equipment 1,894,000 2,092,000 Deferred Tax Benefit 430,000 430,000 Other Assets 936,000 1,024,000 ------- --------- TOTAL $40,250,000 $43,960,000 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Notes and Accounts Payable $17,409,000 $22,369,000 Accrued Wages and Expenses 6,572,000 6,774,000 Billings on Uncompleted Contracts in Excess of Related Costs 4,743,000 3,800,000 --------- --------- Total Current Liabilities 28,724,000 32,943,000 Long-Term Debt 1,915,000 1,939,000 Stockholders' Equity Preferred Stock 0 0 Common Stock 1,921,000 1,843,000 Capital Surplus 3,003,000 2,681,000 Retained Earnings 4,958,000 4,825,000 --------- --------- Total 9,882,000 9,349,000 Less: Treasury Stock 271,000 271,000 ------- ------- Total Stockholders' Equity 9,611,000 9,078,000 TOTAL $40,250,000 $43,960,000 =========== =========== STV GROUP, INC., AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS UNAUDITED THREE MONTHS ENDED December 31 1994 1993 Operating Activities Net Income $132,000 $237,000 Adjustments to reconcile net income to net cash provided by operating activities Depreciation and Amortization 220,000 174,000 Deferred Tax Benefit 0 (45,000) Other 104,000 (133,000) Stock contribution to Employee Stock Ownership Program (ESOP) 400,000 0 Changes in Operating assets and liabilities Accounts Receivable 2,226,000 (1,313,000) Costs of uncompleted contracts in excess of billings and prepaid expenses 1,530,000 577,000 Accounts Payable and accrued expenses (1,565,000) 587,000 Billing in excess of related costs 943,000 18,000 Current Income Taxes 28,000 125,000 ------ ------- Net Cash provided by operating activities $4,018,000 $227,000 Investing Activities Purchase of Property and Equipment (7,000) (20,000) Purchase of Software (14,000) (8,000) Decrease (Increase) in other assets 32,000 8,000 ------ ----- Net Cash provided (used) by investing activities $11,000 ($20,000) Financing Activities Proceeds from line of credit and long term borrowings 21,700,000 17,450,000 Principal payments on line of credit and long term borrowings (25,370,000) (18,333,000) ----------- ----------- Net Cash (used) provided by financing activities ($3,670,000) ($883,000) Increase (decrease) in cash and equivalents 359,000 (676,000) Cash and equivalents at beginning of year 640,000 818,000 ------- ------- Cash and equivalents at end of period $999,000 $142,000 ======== ======== STV GROUP, INC., AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME UNAUDITED THREE MONTHS ENDED December 31 1994 1993 Revenue Total Revenue $22,817,000 $21,808,000 Less Subcontract and Procurement Costs 5,464,000 5,427,000 --------- --------- Operating Revenue $17,353,000 $16,381,000 Costs and Expenses Costs of Services and Sales 15,468,000 14,604,000 General and Administrative 1,153,000 1,232,000 Interest in Joint Venture 104,000 (133,000) Interest 383,000 336,000 ------- ------- Total Costs and Expenses 17,108,000 16,039,000 Income Before Income Taxes 245,000 342,000 Income Taxes 113,000 105,000 ------- ------- Net Income $132,000 $237,000 ======== ======== Earnings per share: $0.07 $0.14 Weighted Average Common Shares and Equivalents 1,798,491 1,743,246 Notes to Consolidated Condensed Financial Statement December 31, 1994 1 - BASIS OF PRESENTATION The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with the instruction to Form 10-Q and therefore do not include all information and footnotes necessary for a fair presentation of financial position, results of operations, and cash flows in conformity with generally accepted accounting principles. It should be understood that the foregoing interim results are not necessarily indicative of the results of operations for the full fiscal year ending September 30, 1995 due in part to increased reliance on estimates at interim dates. 2 - ACCOUNTING CHANGES Effective October 1, 1994, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 112, "Employers' Accounting for Postemployment Benefits," in accounting for disability benefits. Prior to October 1, 1994, the Company recognized the cost of providing these benefits on a cash basis. Under the new method of accounting, the Company accrues the benefits when it becomes probable that such benefits will be paid and when sufficient information exists to make reasonable estimates of the amounts to be paid. This accounting change had no material effect on net income or net worth. As required by the Statement, prior year financial statements have not been restated to reflect the change in accounting method. Effective October 1, 1993, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes," and Statement of Financial Accounting Standards (SFAS) No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions." These accounting changes did not have a material effect on net income or net worth. Certain prior year amounts have been reclassified to conform to the presentation in the Company's 1994 Annual Report on Form 10-K. These reclassifications had no effect on the results of operations or no overall financial position. Item 2. Management Discussion and Analysis of the Results of Operation Total revenues for the quarter ended December 31, 1994 (first quarter of fiscal 1995) increased 4.6% as compared to the first quarter of fiscal 1994 and decreased 3.0% as compared to the previous quarter. Operating revenues (total revenues excluding pass through costs) for the first quarter of fiscal 1995 increased 5.9% as compared to the first quarter of fiscal 1994 and increased 2.4% as compared to the previous quarter. The increase in operating revenues reflects an increase in the demand for transportation, infrastructure and facilities engineering. Pass-through costs, expressed as a percentage of total revenues decreased to 23.9% as compared to 24.9% in the first quarter of fiscal 1994 and 29.0% in the previous quarter. Pass through costs will vary depending on the need for specialty subconsultants and governmental subcontract requirements. Cost of services for the first quarter of fiscal 1995 increased 6% from the first quarter of fiscal 1994 but is comparable when expressed as a percentage of operating revenue at 89.1% in the first quarter of fiscal 1995 and 89.2% in the first quarter of fiscal 1994. Labor, labor related expenses, and computer expense increased due to increase workload and were responsible for a 2.3% increase in cost of services. Labor related expenses also increased cost of services 1.6% due to the adoption of the Financial Accounting Standards Board Statement of Financial Accounting Standards (SFAS) No. 112, "Employers' Accounting for Postemployment Benefits" and a change in estimate on payroll taxes. The balance of the increase in cost of services was primarily due to additional marketing effort. Compared to the previous quarter, cost of services, expressed as a percentage of net operating revenue, increased from 86.1% to 89.1%. The previous quarter was positively impacted by a change in estimates for accounts receivable and legal expenses and without that adjustment would have been comparable at 88.2%. General and administrative expense, expressed as a percentage of operating revenue, decreased to 6.6% in the first quarter of fiscal 1995 from 7.5% in the first quarter of fiscal 1994 and 8.6% in the previous quarter. The decrease from the first quarter of fiscal 1994 was due to a decrease in legal and accounting fees and the increased revenues. The decrease from the previous quarter was due mainly to a decrease in legal costs. The interest in an architectural joint venture changed from a loss of $133,000 in the first quarter of fiscal 1994 to a profit of $104,000 in the first quarter of fiscal 1995. In the fourth quarter of fiscal 1994, the company chose to wind-down and eventually terminate the joint venture. The Company expects the joint venture to break-even during the wind-down phase. Interest, expressed as a percentage of operating revenues for the first quarter of fiscal 1995 was comparable to the first quarter of 1994 at 2.2% and decreased from the 2.5% of the previous quarter. This decrease was due to a reduction in borrowing. Income tax expense for the first quarter of 1995 was 46% of pre-tax income compared to 31% in the first quarter of 1994. Included in the 1994 tax rate was a favorable adjustment of $45,000 due to the adoption of Statement of Financial Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes." Without this adjustment income tax expense, expressed as a percentage of pre-tax income, would have been comparable to the first quarter of fiscal 1995 at 44%. Earnings per common share for the first quarter of 1995 were 7 cents as compared to 14 cents for the first quarter of fiscal 1994. The earnings per share in the first quarter of 1994 included 3 cents due to the cumulative effect of the adoption of Statement of Financial Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes." Financial Condition Working capital increased to $8,266,000 from the $7,471,000 in the previous quarter. Capital resources available to the Company include an existing line of credit for working capital. The current limit is a maximum of $16.5 million based on accounts receivable and work-in-progress of which approximately $4.5 million is currently available. The Company believes the existing line of credit is adequate to meet the financial needs of the Company. The Company is planning to continue its program of purchasing computer-assisted design and drafting equipment. The Company's backlog remains strong at approximately $110 million. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. STV GROUP, INCORPORATED (Registrant) February 14, 1995 By: /s/ Michael Haratunian - - - --------------------- ---------------------- Date Michael Haratunian Chairman, Chief Executive Officer February 14, 1995 By: /s/ Peter W. Knipe - - - --------------------- ------------------ Date Peter W. Knipe Secretary/Treasurer