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, 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 June 30, 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 June 30, 1996 September 30, 1995 ASSETS Current Assets Cash $38,000 $668,000 Accounts Receivable 23,334,000 21,758,000 Costs and Estimated Profits of Uncompleted Contracts in Excess of Related Billings 12,955,000 12,976,000 Income Taxes Recoverable 432,000 486,000 Deferred tax benefit 106,000 344,000 Other Current Assets 971,000 2,059,000 ------- --------- Total Current Assets 37,836,000 38,291,000 Property and Equipment 12,148,000 12,068,000 Less Accumulated Depreciation 10,783,000 10,185,000 ---------- ---------- Net Property and Equipment 1,365,000 1,883,000 Deferred Tax Benefit 847,000 847,000 Other Assets 550,000 605,000 ------- ------- TOTAL $40,598,000 $41,626,000 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Notes and Accounts Payable $17,326,000 $19,845,000 Accrued Wages and Expenses 7,111,000 6,532,000 Billings on Uncompleted Contracts in Excess of Related Costs 4,233,000 3,344,000 --------- --------- Total Current Liabilities 28,670,000 29,721,000 Long-Term Debt 1,849,000 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 5,551,000 5,219,000 --------- --------- Total 10,475,000 10,143,000 Less: Treasury Stock 271,000 271,000 Loans Receivable from Officers 125,000 0 ------- - Total Stockholders' Equity 10,079,000 9,872,000 TOTAL $40,598,000 $41,626,000 =========== =========== STV GROUP, INC., AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS UNAUDITED NINE MONTHS ENDED June 30 1996 1995 Operating Activities Net Income $333,000 $358,000 Adjustments to reconcile net income to net cash provided by operating activities Depreciation and Amortization 794,000 684,000 Deferred Tax Benefit 0 0 Other (163,000) 255,000 Stock contribution to Employee Stock Ownership Program (ESOP) 0 400,000 Changes in Operating assets and liabilities Accounts Receivable (1,576,000) 4,674,000 Costs of uncompleted contracts in excess of billings and prepaid expenses 902,000 106,000 Accounts Payable and accrued expenses 1,597,000 (2,183,000) Billing in excess of related costs 889,000 (314,000) Current Income Taxes 499,000 (384,000) ------- -------- Net Cash provided by operating activities $3,275,000 $3,596,000 Investing Activities Purchase of Property and Equipment (199,000) (426,000) Purchase of Software (12,000) (144,000) Decrease (Increase) in other assets (11,000) 44,000 ------- ------ Net Cash provided (used) by investing activities ($222,000) ($526,000) Financing Activities Proceeds from line of credit and long term borrowings 62,250,000 64,837,000 Principal payments on line of credit and long term borrowings (65,933,000) (67,150,000) ----------- ----------- Net Cash (used) provided by financing activities ($3,683,000) ($2,313,000) Increase (decrease) in cash and equivalents (630,000) 757,000 Cash and equivalents at beginning of year 668,000 640,000 ------- ------- Cash and equivalents at end of period $38,000 $1,397,000 ======= ========== STV GROUP, INC., AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME UNAUDITED THREE MONTHS ENDED NINE MONTHS ENDED June 30 June 30 1996 1995 1996 1995 Revenue Total Revenue $24,949,000 $23,187,000 $71,434,000 $67,097,000 Less Subcontract and Procurement Costs 6,967,000 5,829,000 17,660,000 14,865,000 --------- --------- ---------- ---------- Operating Revenue $17,982,000 $17,358,000 $53,774,000 $52,232,000 Costs and Expenses Costs of Services and Sales 16,003,000 15,523,000 48,131,000 46,642,000 General and Administrative 1,272,000 1,202,000 3,702,000 3,533,000 Interest in Joint Venture (12,000) 54,000 (38,000) 255,000 Interest 350,000 389,000 1,161,000 1,140,000 ------- ------- --------- --------- Total Costs and Expenses 17,613,000 17,168,000 52,956,000 51,570,000 Income Before Income Taxes 369,000 190,000 818,000 662,000 Income Taxes 210,000 111,000 * 485,000 386,000 * ------- ------- ------- ------- Net Income $159,000 $79,000 * $333,000 $276,000 * ======== ======= ======== ======== Earnings per share: $0.08 $0.05 * $0.18 $0.15 * Weighted Average Common Shares and Equivalents 1,877,512 1,821,246 1,865,777 1,808,243 *Income taxes, net income and earnings per share for the three 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 and $24,000 or $.02, $.02 and $.01 per share in the quarters ended December 31, 1994, March 31, 1995 and June 30, 1995, respectively. Notes to Consolidated Condensed Financial Statement June 30, 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 June 30, 1996 (third quarter fiscal 1996) increased 0.8% as compared to the third quarter of fiscal 1995 and increased 0.6% as compared to the previous quarter. Operating revenues (total revenues excluding pass-through costs) increased 3.6% as compared to the third quarter of fiscal 1995 and increased 1.1% as compared to the previous quarter. Pass-through costs, expressed as a percentage of total revenues, increased to 27.9% as compared to 25.1% in the third quarter of fiscal 1995 and increased from 24.3% 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 89.0% for the third quarter of fiscal 1996 from 89.4% in the third quarter of fiscal 1995 and decreased from 90.0% in the previous quarter. The decrease in this percentage from the third quarter fiscal 1995 was due to overhead efficiencies. The decrease from the second quarter of 1996 was primarily due to the severe weather conditions in the Northeast which had negatively impacted revenues in that quarter. General and administrative expense, expressed as a percentage of operating revenue, is 7.1% in the third quarter of fiscal 1996 and is comparable to the 6.9% recorded in the third quarter of fiscal 1995 and the previous quarter. The interest in an architectural joint venture changed from a profit of $54,000 in the third quarter of fiscal 1995 to a loss of $12,000 in the third quarter of fiscal 1996. 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, decreased to 1.9% for the third quarter of fiscal 1996 from 2.2% of the third quarter of fiscal 1995 and 2.2% the previous quarter. The decrease from the previous quarters was due to lower borrowings which decreased interest costs by $33,000 and $39,000 respectively. Income tax expense for the third quarter of fiscal 1996 was 56.9% of pre-tax income compared to a restated 58.4% in the third quarter of fiscal 1995. Earnings per common share for the third quarter of fiscal 1996 were 8 cents based on 1,877,512 shares outstanding versus the 5 cents for the third quarter of fiscal 1995 based on 1,821,246 shares outstanding. Financial Condition Working capital increased to $9,166,000 from the $8,992,000 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 $4.7 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 $102 million. PART II - OTHER INFORMATION Item 5. Other Information The Company was recently selected to provide engineering design and construction management for maintenance facilities on Amtrak's Northeast Corridor route from Washington, D.C., to New York to Boston. STV will be subcontractor to Bombardier and GEC Alsthom, the consortium Amtrak chose to provide the equipment it needs to introduce high-speed rail service on the Northeast Corridor. Bombardier/GEC Alsthom's contract will call for the design and manufacture of 18 trainsets, each consisting of two power cars and six coaches, and 15 electric locomotives to be used with other Amtrak equipment in the Northeast Corridor fleet. The contract will also include STV's services for the design and installation of three maintenance facilities for the rolling stock in Washington, D.C., New York and Boston. STV will be responsible for the turn-key services. The Company has received a notice to proceed and is concurrently negotiating a contract which it expects to finalize shortly. 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 14, 1996 By: /s/ Michael Haratunian - ---------------------- ---------------------- Date Michael Haratunian Chairman, Chief Executive Officer August 14, 1996 By: /s/ Peter W. Knipe - ---------------------- ------------------------- Date Peter W. Knipe Secretary/Treasurer