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 MARCH 31, 1996 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 March 31, 1996, 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 March 31, 1996 September 30, 1995 ASSETS Current Assets Cash $1,016,000 $668,000 Accounts Receivable 20,905,000 21,758,000 Costs and Estimated Profits of Uncompleted Contracts in Excess of Related Billings 13,786,000 12,976,000 Income Taxes Recoverable 432,000 486,000 Deferred tax benefit 303,000 344,000 Other Current Assets 1,053,000 2,059,000 --------- --------- Total Current Assets 37,495,000 38,291,000 Property and Equipment 12,065,000 12,068,000 Less Accumulated Depreciation 10,621,000 10,185,000 ---------- ---------- Net Property and Equipment 1,444,000 1,883,000 Deferred Tax Benefit 847,000 847,000 Other Assets 557,000 605,000 ------- ------- TOTAL $40,343,000 $41,626,000 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Notes and Accounts Payable $17,196,000 $19,845,000 Accrued Wages and Expenses 7,703,000 6,532,000 Billings on Uncompleted Contracts in Excess of Related Costs 3,604,000 3,344,000 --------- --------- Total Current Liabilities 28,503,000 29,721,000 Long-Term Debt 1,919,000 2,033,000 Stockholders' Equity Preferred Stock 0 0 Common Stock 1,921,000 1,921,000 Capital Surplus 3,003,000 3,003,000 Retained Earnings 5,393,000 5,219,000 --------- --------- Total 10,317,000 10,143,000 Less: Treasury Stock 271,000 271,000 Loans Receivable from Officers 125,000 0 ------- - Total Stockholders' Equity 9,921,000 9,872,000 TOTAL $40,343,000 $41,626,000 =========== =========== STV GROUP, INC., AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS UNAUDITED SIX MONTHS ENDED March 31 1996 1995 Operating Activities Net Income $174,000 $256,000 Adjustments to reconcile net income to net cash provided by operating activities Depreciation and Amortization 549,000 440,000 Deferred Tax Benefit 0 0 Other (151,000) 201,000 Stock contribution to Employee Stock Ownership Program (ESOP) 0 400,000 Changes in Operating assets and liabilities Accounts Receivable 853,000 3,803,000 Costs of uncompleted contracts in excess of billings and prepaid expenses (11,000) 680,000 Accounts Payable and accrued expenses 1,578,000 (2,393,000) Billing in excess of related costs 260,000 78,000 Current Income Taxes 302,000 (36,000) ------- ------- Net Cash provided by operating activities $3,554,000 $3,429,000 Investing Activities Purchase of Property and Equipment (62,000) (396,000) Purchase of Software (1,000) (138,000) Decrease (Increase) in other assets 2,000 62,000 ----- ------ Net Cash provided (used) by investing activities ($61,000) ($472,000) Financing Activities Proceeds from line of credit and long term borrowings 40,350,000 43,505,000 Principal payments on line of credit and long term borrowings (43,495,000) (46,125,000) ----------- ----------- Net Cash (used) provided by financing activities ($3,145,000) ($2,620,000) Increase (decrease) in cash and equivalents 348,000 337,000 Cash and equivalents at beginning of year 668,000 640,000 ------- ------- Cash and equivalents at end of period $1,016,000 $977,000 ========== ======== STV GROUP, INC., AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME UNAUDITED THREE MONTHS ENDED SIX MONTHS ENDED March 31 March 31 1996 1995 1996 1995 Revenue Total Revenue $23,502,000 $21,092,000 $46,485,000 $43,909,000 Less Subcontract and Procurement Costs 5,714,000 3,573,000 10,693,000 9,037,000 --------- --------- ---------- --------- Operating Revenue $17,788,000 $17,519,000 $35,792,000 $34,872,000 Costs and Expenses Costs of Services and Sales 16,007,000 15,648,000 32,128,000 31,116,000 General and Administrative 1,225,000 1,178,000 2,430,000 2,331,000 Interest in Joint Venture (22,000) 97,000 (26,000) 201,000 Interest 383,000 368,000 811,000 751,000 ------- ------- ------- ------- Total Costs and Expenses 17,593,000 17,291,000 35,343,000 34,399,000 Income Before Income Taxes 195,000 228,000 449,000 473,000 Income Taxes 124,000 133,000 * 275,000 276,000 * ------- ------- ------- ------- Net Income $71,000 $95,000 * $174,000 $197,000 * ======= ======= ======== ======== Earnings per share: $0.04 $0.05 * $0.10 $0.10 * Weighted Average Common Shares and Equivalents 1,868,225 1,821,246 1,859,910 1,801,746 *Income taxes, net income and earnings per share for the two quarters of fiscal year 1995 have been restated from the amounts previously reported. The restatements reflect a correction in the effective annual income tax rate which has been applied to the respective fiscal year quarters. The effects of the restatements were reductions to net income of $30,000, $29,000 or $.02, $.02 per share in the quarters ended December 31, 1994 and March 31, 1995, respectively. Notes to Consolidated Condensed Financial Statement March 31, 1996 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, 1996 due in part to increased reliance on estimates at interim dates. Item 2. Management Discussion and Analysis of the Results of Operation Total revenues for the quarter ended March 31, 1996 (second quarter of fiscal 1996) increased 11.4% as compared to the second quarter of fiscal 1995 and increased 2.3% as compared to the previous quarter. Operating revenues (total revenues excluding pass through costs) for the second quarter of fiscal 1996 increased 1.5% as compared to the second quarter of fiscal 1995 and decreased 1.2% as compared to the previous quarter. The second quarter of fiscal 1996 was negatively impacted by the severe weather experienced in the Northeast U.S. which reduced the amount of productive time available for projects. Pass through costs, expressed as a percentage of total revenues, increased to 24.3% compared to 16.9% in the first quarter of fiscal 1995 and 21.7% 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, increased to 90.0% for the second quarter of fiscal 1996 from 89.3% for the second quarter of fiscal 1995 and 89.5% for the first quarter of fiscal 1996. The increase in the percentage is primarily due to the increase in non-productive labor as a component of revenue due to the severe weather in the Northeast. General and administrative expense, expressed as a percentage of operating revenue, increased slightly to 6.9% in the second quarter of fiscal 1996 from 6.7% in the second quarter of fiscal 1995 and the previous quarter. The increase is caused by higher legal and accounting costs. The interest in an architectural joint venture changed from a loss of $97,000 in the second quarter of fiscal 1995 to a profit of $22,000 in the second quarter of fiscal 1996. This is an increase over the $4,000 profit reported in the first quarter of fiscal 1996. The Company has chosen to wind-down and eventually terminate the joint venture. Interest, expressed as a percentage of operating revenues, increased slightly to 2.2% in the second quarter of fiscal 1996 compared to 2.1% in the second quarter of fiscal 1995 but is down from the 2.4% incurred in the previous quarter. The decrease from the previous quarter was due to decreased borrowings. Income tax expense for the second quarter of fiscal 1996 was 63.5% of pre-tax income compared to a restated 58.3% of pre-tax income for the same period last year. Earnings per common share for the second quarter of fiscal 1996 were 4 cents based on 1,868,225 shares outstanding compared to 5 cents in fiscal 1995 on 1,821,246 shares outstanding. Financial Condition Working capital increased to $8,992,000 from the $8,787,000 in the previous quarter. Capital resources available to the Company included 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 $4.3 million is available. The Company believes the existing line of credit is adequate to meet the needs of the Company. The Company's backlog is approximately $110,700,000. 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) May 14, 1996 By: /s/ Michael Haratunian - ---------------- ---------------------- Date Michael Haratunian Chairman, Chief Executive Officer May 14, 1996 By: /s/ Peter W. Knipe - --------------- ------------------ Date Peter W. Knipe Secretary/Treasurer