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 JUNE 30, 1995 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 June 30, 1995, 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 June 30, 1995 September 30, 1994 ASSETS Current Assets Cash $1,397,000 $640,000 Accounts Receivable less allowance for doubtful accounts of $320,000 in 1995 and $50,000 in 1994 19,738,000 24,413,000 Costs and Estimated Profits of Uncompleted Contracts in Excess of Related Billings 13,254,000 13,045,000 Income Taxes Recoverable 438,000 522,000 Deferred tax benefit 828,000 360,000 Other Current Assets 1,119,000 1,434,000 Total Current Assets 36,774,000 40,414,000 ---------- ---------- Property and Equipment 11,800,000 11,374,000 Less Accumulated Depreciation 9,911,000 9,282,000 --------- --------- Net Property and Equipment 1,889,000 2,092,000 Deferred Tax Benefit 430,000 430,000 Other Assets 1,015,000 1,024,000 --------- --------- TOTAL $40,108,000 $43,960,000 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Notes and Accounts Payable $17,897,000 $22,369,000 Accrued Wages and Expenses 6,696,000 6,774,000 Billings on Uncompleted Contracts in Excess of Related Costs 3,486,000 3,800,000 --------- --------- Total Current Liabilities 28,079,000 32,943,000 Long-Term Debt 2,193,000 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 5,183,000 4,825,000 --------- --------- Total 10,107,000 9,349,000 Less: Treasury Stock 271,000 271,000 ------- ------- Total Stockholders' Equity 9,836,000 9,078,000 TOTAL $40,108,000 $43,960,000 =========== =========== STV GROUP, INC., AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS UNAUDITED NINE MONTHS ENDED June 30 1995 1994 Operating Activities Net Income $358,000 $541,000 Adjustments to reconcile net income to net cash provided by operating activities Depreciation and Amortization 684,000 580,000 Deferred Tax Benefit 0 65,000 Other 255,000 (332,000) Stock contribution to Employee Stock Ownership Program (ESOP) 400,000 0 Changes in Operating assets and liabilities Accounts Receivable 4,674,000 (944,000) Costs of uncompleted contracts in excess of billings and prepaid expenses 106,000 (491,000) Accounts Payable and accrued expenses (2,183,000) 1,402,000 Billing in excess of related costs (314,000) 568,000 Current Income Taxes (384,000) 234,000 -------- ------- Net Cash provided by operating activities $3,596,000 $1,623,000 Investing Activities Purchase of Property and Equipment (426,000) (724,000) Purchase of Software (144,000) (31,000) Decrease (Increase) in other assets 44,000 (30,000) ------ ------- Net Cash provided (used) by investing activities ($526,000) ($785,000) Financing Activities Proceeds from line of credit and long term borrowings 64,837,000 59,555,000 Principal payments on line of credit and long term borrowings (67,150,000) (59,803,000) ----------- ----------- Net Cash (used) provided by financing activities ($2,313,000) ($248,000) Increase (decrease) in cash and equivalents 757,000 590,000 Cash and equivalents at beginning of year 640,000 818,000 ------- ------- Cash and equivalents at end of period $1,397,000 $1,408,000 ========== ========== STV GROUP, INC., AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME UNAUDITED THREE MONTHS ENDED NINE MONTHS ENDED June 30 June 30 1995 1994 1995 1994 Revenue Total Revenue $23,187,000 $23,439,000 $67,097,000 $65,934,000 Less Subcontract and Procurement Costs 5,829,000 6,943,000 14,865,000 17,130,000 --------- --------- ---------- ---------- Operating Revenue $17,358,000 $16,496,000 $52,232,000 $48,804,000 Costs and Expenses Costs of Services and Sales 15,523,000 14,853,000 46,642,000 44,030,000 General and Administrative 1,202,000 1,072,000 3,533,000 3,196,000 Interest in Joint Venture 54,000 (76,000) 255,000 (331,000) Interest 389,000 361,000 1,140,000 1,025,000 ------- ------- --------- --------- Total Costs and Expenses 17,168,000 16,210,000 51,570,000 47,920,000 Income Before Income Taxes 190,000 286,000 662,000 884,000 Income Taxes 87,000 126,000 304,000 343,000 ------ ------- ------- ------- Net Income $103,000 $160,000 $358,000 $541,000 ======== ======== ======== ======== Earnings per share: $0.06 $0.09 $0.20 $0.31 Weighted Average Common Shares and Equivalents 1,821,246 1,757,062 1,808,243 1,756,985 Notes to Consolidated Condensed Financial Statement June 30, 1995 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 June 30, 1995 (third quarter fiscal 1995) decreased 1.1% as compared to the third quarter of fiscal 1994 and increased 9.9% as compared to the previous quarter. Operating revenues (total revenues excluding pass-through costs) increased 5.2% as compared to the third quarter of fiscal 1994 and decreased .9% as compared to the previous quarter. Pass-through costs, expressed as a percentage of total revenues, decreased to 25.1% as compared to 29.6% in the third quarter of fiscal 1994 and increased from 16.9% in the previous quarter. Pass-through costs will vary depending on the need for specialty subconsultants and governmental subcontract requirements. Cost of services, expressed as a percentage of operating revenues, decreased to 89.4% for the third quarter of fiscal 1995 from 90.1% in the third quarter of fiscal 1994 and are comparable to the 89.3% in the previous quarter. The decrease in the percentage from the third quarter fiscal 1995 was due mainly to the increase in revenue. As a dollar amount, cost of services increased $670,000 in the third quarter of fiscal 1995. This increase was primarily due to an increase in costs to support the increased sales. General and administrative expense, expressed as a percentage of operating revenues, increased to 6.9% in the third quarter of fiscal 1995 from 6.5% in the third quarter of fiscal 1994 and was comparable to the 6.7% in the previous quarter. The increase from the third quarter of fiscal 1994 was due to an increase in salaries and insurance costs. The interest in an architectural joint venture changed from a loss of $76,000 in the third quarter of fiscal 1994 to a profit of $54,000 in the third quarter of fiscal 1995. The Company has chosen to wind-down and eventually terminate the joint venture. The Company expects the joint venture to break-even at the end of the wind-down phase. Interest, expressed as a percentage of operating revenues, is 2.2% for the third quarter of fiscal 1995 which is comparable to the 2.2% of the third quarter of fiscal 1994 and the 2.1% of the previous quarter. As a dollar amount, interest increased $28,000 in the third quarter of fiscal 1995 compared to the third quarter of fiscal 1994 due to the increase in the interest rate. Income tax expense for the third quarter of fiscal 1995 was 45.8% of pre-tax income compared to 44.1% in the third quarter of fiscal 1994. Earnings per common share for the third quarter of fiscal 1995 were 6 cents based on 1,821,246 shares outstanding which is comparable to the 9 cents for the third quarter of fiscal 1994 based on 1,757,062 shares outstanding. Financial Condition Working capital increased to $8,695,000 from the $8,461,000 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 $3.8 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 $122 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) August 11, 1995 By: /s/ Michael Haratunian ---------------------- ---------------------- Date Michael Haratunian Chairman, Chief Executive Officer August 11, 1995 By: /s/ Peter W. Knipe ----------------------- ------------------ Date Peter W. Knipe Secretary/Treasurer